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.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | LTIP Units | 12,769 | $0.00 | -- |
| Exercise | LTIP Units | 25,000 | $0.00 | -- |
| Exercise | LTIP Units | 25,370 | $0.00 | -- |
| Exercise | Common OP Units | 63,139 | $0.00 | -- |
| Disposition | Common OP Units | 90,789 | $6.60 | $599K |
Footnotes (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. 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. 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. 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. 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. Represents the acquisition of OP Units from the conversion of LTIP Units at the Partnership Merger Effective Time as discussed in Footnotes 2-4. 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. 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.
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.
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.