Paramount Group (PGRE) director logs LTIP-to-OP Unit conversion and $6.60 merger payout

Rhea-AI Filing Summary

Paramount Group, Inc. reported insider equity changes tied to its merger structure. A director filed a Form 4 covering several conversions of LTIP Units into common operating partnership units (OP Units) of Paramount Group Operating Partnership LP at no cash exercise price on 12/19/2025. These conversions included 12,769, 25,000 and 25,370 LTIP Units that automatically became an equivalent number of OP Units under the partnership agreement at the Partnership Merger Effective Time.

On the same date, 63,139 OP Units were acquired from LTIP Unit conversions, bringing beneficial ownership to 90,789 OP Units. Under the merger agreement with Rithm Capital Corp., each outstanding OP Unit at the Partnership Merger Effective Time was then cancelled and exchanged for $6.60 per unit, and the reporting person disposed of 90,789 OP Units at that price, leaving no OP Units or related LTIP Units reported as beneficially owned after these transactions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sutter Paula

(Last) (First) (Middle)

C/O PARAMOUNT GROUP, INC.

1633 BROADWAY

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Paramount Group, Inc. [ PGRE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units	(1)	12/19/2025		M(2)			12,769	(1)	(1)	Common Stock	12,769	$0	0	D
LTIP Units	(1)	12/19/2025		M(3)			25,000	(1)	(1)	Common Stock	25,000	$0	0	D
LTIP Units	(1)	12/19/2025		M(4)			25,370	(1)	(1)	Common Stock	25,370	$0	0	D
Common OP Units	(5)	12/19/2025		M(6)		63,139		(5)	(5)	Common Stock	63,139	$0	90,789(7)	D
Common OP Units	(5)	12/19/2025		D(8)			90,789	(5)	(5)	Common Stock	90,789	$6.6(8)	0	D

Explanation of Responses:

1. Pursuant to the Second Amended and Restated Agreement of Limited Partnership of Paramount Group Operating Partnership LP, a Delaware limited partnership and a subsidiary of the Issuer (the "Operating Partnership"), dated as of October 26, 2020 (the "Partnership Agreement"), each LTIP Unit converts automatically into one OP Unit (defined below) on the later to occur of (i) vesting and (ii) the date on which the Book-Up Target (as defined in the Partnership Agreement) for such LTIP Unit becomes zero.

2. At the Partnership Merger Effective Time (as defined in the Merger Agreement, defined below), these securities, comprised of vested LTIP Units granted on December 15, 2023 whose Book-Up Target was zero after giving effect to the Partnership Merger (as defined in the Merger Agreement), automatically converted into an equivalent number of OP Units in accordance with the Partnership Agreement.

3. At the Partnership Merger Effective Time (as defined in the Merger Agreement, defined below), these securities, comprised of vested LTIP Units granted on May 16, 2024 whose Book-Up Target was zero after giving effect to the Partnership Merger, automatically converted into an equivalent number of OP Units in accordance with the Partnership Agreement.

4. At the Partnership Merger Effective Time, these securities, comprised of LTIP Units granted on May 15, 2025 that were subject to time-vesting conditions and became fully vested pursuant to the applicable award agreement and whose Book-Up Target was zero after giving effect to the Partnership Merger, automatically converted into an equivalent number of OP Units in accordance with the Partnership Agreement.

5. Represents common units of limited partnership interest ("OP Units") in the Operating Partnership. Each OP Unit could be presented, at the election of the holder, for cash equal to the then fair market value of one share of the Issuer's common stock, except that the Issuer could, at its election, acquire each OP Unit so presented for one share of common stock. OP Units are not subject to vesting. These redemption rights did not have an expiration date.

6. Represents the acquisition of OP Units from the conversion of LTIP Units at the Partnership Merger Effective Time as discussed in Footnotes 2-4.

7. Includes 27,650 LTIP Units granted on May 18, 2023 that were previously automatically converted into OP Units but the conversion of which was not reported on a Form 4.

8. Pursuant to the Agreement and Plan of Merger, dated as of September 17, 2025 (as amended on October 8, 2025, and as may be amended from time to time, the "Merger Agreement"), by and among the Issuer, the Operating Partnership, Rithm Capital Corp., a Delaware corporation ("Parent"), Panorama REIT Merger Sub, Inc., a Maryland corporation and a wholly owned subsidiary of Parent, and Panorama Operating Merger Sub LP, a Delaware limited partnership and a wholly owned subsidiary of Parent, at the Partnership Merger Effective Time, each outstanding OP Unit was cancelled and exchanged for the Partnership Merger Consideration of $6.60 per unit.

	/s/ Timothy Dembo as attorney-in-fact for Paula Sutter	12/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Paramount Group, Inc. (PGRE) report in this Form 4?

The filing reports that a director of Paramount Group, Inc. converted multiple LTIP Units into OP Units on 12/19/2025 and then disposed of 90,789 OP Units in connection with the Partnership Merger Effective Time.

What price did Paramount Group (PGRE) OP Units receive in the merger transaction?

Under the Merger Agreement, at the Partnership Merger Effective Time, each outstanding OP Unit was cancelled and exchanged for $6.60 per unit as Partnership Merger Consideration.

How many Paramount Group LTIP Units were converted into OP Units in this report?

The report shows LTIP Unit blocks of 12,769, 25,000 and 25,370 that automatically converted into an equivalent number of OP Units at no cash exercise price at the Partnership Merger Effective Time.

What was the reporting person’s OP Unit position in Paramount Group after these transactions?

After acquiring 63,139 OP Units from LTIP conversions and then disposing of 90,789 OP Units for $6.60 per unit, the reporting person shows 0 OP Units and 0 related LTIP Units beneficially owned.

How are Paramount Group OP Units economically related to common stock?

Each OP Unit could be presented for cash equal to the then fair market value of one share of Paramount Group’s common stock, and the issuer could instead elect to deliver one share of common stock per OP Unit.

What role does Rithm Capital Corp. play in this Paramount Group (PGRE) filing?

The Merger Agreement is among Paramount Group, its operating partnership, and Rithm Capital Corp. as Parent. At the Partnership Merger Effective Time under this agreement, each outstanding OP Unit was cancelled and exchanged for $6.60 per unit.