Paramount Group (NYSE: PGRE) director reports $6.60 LTIP and OP Unit cash-out

Rhea-AI Filing Summary

Paramount Group, Inc. director equity tied to a merger was converted and cashed out. A director of Paramount Group, Inc. (PGRE) reported multiple transactions on 12/19/2025 involving LTIP Units and common OP Units in Paramount Group Operating Partnership LP. At the Partnership Merger Effective Time under a merger agreement with Rithm Capital Corp., 25,588 vested LTIP Units were cancelled and converted into the right to receive cash equal to the Company Merger Consideration of $6.60 per share. Other vested LTIP Units granted between 2023 and 2025 automatically converted into an equivalent number of OP Units, and additional OP Units were acquired from these conversions.

Each OP Unit represented the right to receive either cash or one share of Paramount common stock, and OP Units were not subject to vesting. Pursuant to the same merger agreement, each outstanding OP Unit was then cancelled and exchanged for $6.60 per unit, eliminating the director’s remaining OP Unit and LTIP Unit positions reported in this filing.

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^*

Klein Karin

(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		D(2)			25,588	(1)	(1)	Common Stock	25,588	$6.6(2)	0	D
LTIP Units	(1)	12/19/2025		M(3)			12,769	(1)	(1)	Common Stock	12,769	$0	0	D
LTIP Units	(1)	12/19/2025		M(4)			25,000	(1)	(1)	Common Stock	25,000	$0	0	D
LTIP Units	(1)	12/19/2025		M(5)			15,213	(1)	(1)	Common Stock	15,213	$0	0	D
LTIP Units	(1)	12/19/2025		M(6)			25,370	(1)	(1)	Common Stock	25,370	$0	0	D
Common OP Units	(7)	12/19/2025		M(8)		78,352		(7)	(7)	Common Stock	78,352	$0	148,763(9)	D
Common OP Units	(7)	12/19/2025		D(10)			148,763	(7)	(7)	Common Stock	148,763	$6.6(10)	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 11,731 vested LTIP Units granted on May 13, 2021 and 13,857 vested LTIP Units granted on May 12, 2022 whose Book-Up Target was not zero (after giving effect to the Partnership Merger (as defined in the Merger Agreement)), 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.

3. At the Partnership Merger Effective Time, 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, automatically converted into an equivalent number of OP Units.

4. At the Partnership Merger Effective Time, 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.

5. At the Partnership Merger Effective Time, these securities, comprised of vested LTIP Units granted on December 16, 2024 whose Book-Up Target was zero after giving effect to the Partnership Merger, automatically converted into an equivalent number of OP Units.

6. 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.

7. 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.

8. Represents the acquisition of OP Units from the conversion of LTIP Units at the Partnership Merger Effective Time as discussed in Footnotes 3-6.

9. Includes 6,317 LTIP Units granted on May 19, 2016, 7,074 LTIP Units granted on May 18, 2017, 7,634 LTIP Units granted on May 17, 2018, 7,524 LTIP Units granted on May 16, 2019, 14,212 LTIP Units granted on May 19, 2020, and 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.

10. 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 Karin Klein	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 (PGRE) disclose in this Form 4?

The filing reports a director of Paramount Group, Inc. converting and cashing out LTIP Units and common OP Units in the company’s operating partnership on 12/19/2025, in connection with a merger transaction.

What price did the Paramount Group (PGRE) director receive for the cancelled units?

Under the merger terms, 25,588 vested LTIP Units and each outstanding OP Unit were cancelled and exchanged for cash equal to the Company Merger Consideration of $6.60 per share or unit.

How were the director’s LTIP Units treated in the Paramount Group (PGRE) merger?

Certain LTIP Units whose Book-Up Target was not zero were cancelled and converted into the right to receive $6.60 per share, while other vested LTIP Units with a zero Book-Up Target automatically converted into an equivalent number of OP Units at the Partnership Merger Effective Time.

What are OP Units referenced in the Paramount Group (PGRE) Form 4?

The 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 Paramount common share, or acquired by the issuer for one share of common stock. These redemption rights did not have an expiration date.

How many LTIP Units were specifically cancelled for cash at $6.60 in the Paramount Group (PGRE) filing?

The filing notes that 25,588 vested LTIP Units, made up of 11,731 units granted on May 13, 2021 and 13,857 units granted on May 12, 2022, were cancelled and converted into the right to receive $6.60 per share at the Partnership Merger Effective Time.

What happened to the Paramount Group (PGRE) director’s OP Units in the merger?

OP Units acquired from earlier LTIP Unit conversions and existing OP Unit holdings were cancelled at the Partnership Merger Effective Time and exchanged for the Partnership Merger Consideration of $6.60 per unit, eliminating those OP Unit positions reported in this form.