Paramount Group (PGRE) EVP equity units converted and paid $6.60 in merger

Rhea-AI Filing Summary

Paramount Group, Inc. reported insider equity changes tied to its merger with Rithm Capital–affiliated entities. On 12/19/2025, EVP and Head of Real Estate Peter Brindley had multiple LTIP Units, AOLTIP Units and Operating Partnership (OP) Units converted or cancelled at the Partnership Merger Effective Time under the Merger Agreement.

Certain LTIP Units whose Book-Up Target was not zero were cancelled and converted into the right to receive the Company Merger Consideration of $6.60 per share in cash. Other LTIP Units and AOLTIP Units that had vested or became fully vested were automatically converted into OP Units pursuant to the partnership agreement, in some cases based on the increase of the $6.60 Company Merger Consideration over the applicable exercise price. Finally, each outstanding OP Unit was cancelled and exchanged for $6.60 per unit in cash.

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^*

Brindley Peter R.C.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Head of Real Estate

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		D(2)(3)			125,230	(1)	(1)	Common Stock	125,230	$6.6(1)	0	D
LTIP Units	(1)	12/19/2025		M(4)			180,941	(1)	(1)	Common Stock	180,941	$0	0	D
LTIP Units	(1)	12/19/2025		M(5)			27,607	(1)	(1)	Common Stock	27,607	$0	0	D
LTIP Units	(1)	12/19/2025		M(6)			70,299	(1)	(1)	Common Stock	70,299	$0	0	D
LTIP Units	(1)	12/19/2025		M(7)			30,713	(1)	(1)	Common Stock	30,713	$0	0	D
LTIP Units	(1)	12/19/2025		M(8)			27,017	(1)	(1)	Common Stock	27,017	$0	0	D
LTIP Units	(1)	12/19/2025		M(9)			377,359	(1)	(1)	Common Stock	377,359	$0	0	D
AOLTIP Units	$6.17	12/19/2025		M(10)			219,020	(10)	01/25/2030	Common Stock	219,020	(10)	0	D
Performance-Based AOLTIP Units	$5.12	12/19/2025		M(11)			1,081,315	(11)	09/08/2023	Common Stock	1,081,315	(11)	0	D
Common OP Units	(12)	12/19/2025		A(13)		154,634		(12)	(12)	Common Stock	154,634	$0	655,101(14)	D
Common OP Units	(12)	12/19/2025		M(15)		970,682		(12)	(12)	Common Stock	970,682	(12)	1,625,783	D
Common OP Units	(12)	12/19/2025		D(16)			1,625,783	(12)	(12)	Common Stock	1,625,783	$6.6(16)	$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. 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 (as defined in the Merger Agreement), these securities, comprised of 31,566 LTIP Units granted on January 13, 2022, 46,621 LTIP Units granted on January 13, 2022 and 47,043 LTIP Units earned on January 25, 2023 upon the achievement of performance hurdles, in each case whose Book-Up Target was not zero (after giving effect to the Partnership Merger (as defined in the Merger Agreement)),

3. (Continued from footnote 2) were cancelled and converted into the right to receive an amount in cash equal to the Company Merger Consideration (as defined in the Merger Agreement) of $6.60 per share.

4. At the Partnership Merger Effective Time, these securities, comprised of LTIP Units granted on February 4, 2021 that had vested or 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. At the Partnership Merger Effective Time, these securities, comprised of LTIP Units granted on January 25, 2023 that had vested or 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.

6. At the Partnership Merger Effective Time, these securities, comprised of LTIP Units granted on January 25, 2023 that had vested or 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.

7. At the Partnership Merger Effective Time, these securities, comprised of LTIP Units granted on February 29, 2024 that had vested or 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.

8. At the Partnership Merger Effective Time, these securities, comprised of LTIP Units earned on February 7, 2025 upon the achievement of performance hurdles 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.

9. Pursuant to the Merger Agreement, at the Partnership Merger Effective Time, these securities, comprised of LTIP Units granted on September 8, 2023 that were subject to time-vesting and additional holding conditions, became fully vested, all restrictions lapsed, and such securities converted into an equivalent number of OP Units in accordance with the Partnership Agreement.

10. At the Partnership Merger Effective Time, each of these securities, comprised of AOLTIP Units granted on January 25, 2023 that had vested or were subject to time vesting conditions and became fully vested pursuant to the applicable award agreement converted into OP Units in accordance with the Partnership Agreement based on the increase in the value of the Company Merger Consideration of $6.60 over such unit's exercise price.

11. Pursuant to the Merger Agreement, these securities, comprised of AOLTIP Units granted on September 8, 2023 that were subject to performance-vesting conditions, became fully vested (with all performance goals deemed satisfied at the maximum level of performance) at the Partnership Merger Effective Time. Each such vested AOLTIP Unit converted into OP Units in accordance with the Partnership Agreement based on the increase in value of the Company Merger Consideration of $6.60 over such unit's exercise price.

12. 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.

13. At the Partnership Merger Effective Time, LTIP Units that were granted on January 25, 2023 and subject to performance-vesting conditions vested to the extent provided in the applicable award agreement, and such vested LTIP Units automatically converted into an equivalent number of OP Units in accordance with the Partnership Agreement.

14. Includes 45,714 LTIP Units granted on November 24, 2014, 22,642 LTIP Units granted on March 18, 2016, 21,416 LTIP Units granted on January 30, 2017, 7,828 LTIP Units granted on January 30, 2017, 31,008 LTIP Units granted on February 5, 2018, 19,418 LTIP Units granted on January 14, 2019, 44,046 LTIP Units granted on January 14, 2019, 53,476 LTIP Units granted on January 17, 2020, 21,803 LTIP Units granted on January 20, 2020 and 43,970 LTIP Units granted on January 11, 2021, as well as 12,713 LTIP Units that were earned January 17, 2020, 44,058 LTIP Units that were earned on January 30, 2024 and 27,017 vested LTIP Units that were earned on February 7, 2025, in each case upon the achievement of performance hurdles, that were previously automatically converted into OP Units but the conversion of which was not reported on a Form 4.

15. Represents the acquisition of OP Units from the conversion of LTIP Units and AOLTIP Units at the Partnership Merger Effective Time as discussed in Footnotes 4-11.

16. Pursuant to the Merger Agreement, 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 Peter Brindley	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 activity did Paramount Group (PGRE) report in this Form 4?

The report covers transactions on 12/19/2025 for EVP and Head of Real Estate Peter Brindley. His LTIP Units, AOLTIP Units and common OP Units in Paramount Group Operating Partnership LP were converted or cancelled at the Partnership Merger Effective Time in connection with the Merger Agreement.

How were Paramount Group (PGRE) LTIP Units treated in the merger transactions?

LTIP Units with a non-zero Book-Up Target were cancelled and converted into the right to receive the Company Merger Consideration of $6.60 per share in cash. Other LTIP Units that had vested or became fully vested automatically converted into an equivalent number of OP Units under the partnership agreement.

What happened to AOLTIP Units held by the Paramount Group (PGRE) executive?

AOLTIP Units granted on January 25, 2023 and September 8, 2023 became fully vested at the Partnership Merger Effective Time. Each vested AOLTIP Unit converted into OP Units based on the increase in value of the Company Merger Consideration of $6.60 over the unit’s exercise price, as described in the explanatory footnotes.

What are OP Units in the Paramount Group Operating Partnership and how were they treated?

OP Units are common units of limited partnership interest in Paramount Group Operating Partnership LP. Each OP Unit could be presented for cash equal to the fair market value of one share of Paramount Group common stock, or acquired by the issuer for one share. Under the Merger Agreement, each outstanding OP Unit was cancelled and exchanged for $6.60 per unit at the Partnership Merger Effective Time.

Which merger agreement governs these Paramount Group (PGRE) equity changes?

The equity changes are governed by the Agreement and Plan of Merger dated September 17, 2025 (as amended October 8, 2025) among Paramount Group, its operating partnership, Rithm Capital Corp. as Parent, and related merger subsidiaries. The transactions occurred at the defined Partnership Merger Effective Time under this agreement.

Did performance-based Paramount Group (PGRE) awards vest in connection with the merger?

Yes. Certain performance-based LTIP Units and AOLTIP Units became fully vested at the Partnership Merger Effective Time. For some awards, all performance goals were deemed satisfied at the maximum level of performance before those units converted into OP Units in accordance with the partnership agreement.