Paramount Group (PGRE) director reports LTIP and OP Units cashed out at $6.60

Rhea-AI Filing Summary

Paramount Group, Inc. director equity tied to merger converted to cash and OP units. A director of Paramount Group, Inc. reported multiple transactions in LTIP Units and OP Units of Paramount Group Operating Partnership LP at the Partnership Merger Effective Time under a Merger Agreement with Rithm Capital Corp. Vested LTIP Units with a Book-Up Target above zero were cancelled and converted into the right to receive the Company Merger Consideration of $6.60 per share. Other vested and time-vested LTIP Units whose Book-Up Target was zero automatically converted into an equivalent number of OP Units. Each OP Unit represented a redeemable interest equivalent in value to one share of Paramount common stock, and, at the Partnership Merger Effective Time, each outstanding OP Unit was cancelled and exchanged for $6.60 per unit.

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

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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^*

Wright Gregory S

(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	120,214(9)	D
Common OP Units	(7)	12/19/2025		D(10)			120,214	(7)	(7)	Common Stock	120,214	$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 in accordance with the Partnership Agreement.

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 in accordance with the Partnership Agreement.

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 in accordance with the Partnership Agreement.

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 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 Gregory Wright	12/22/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Paramount Group (PGRE) report here?

The report shows a director of Paramount Group, Inc. converting LTIP Units into OP Units and then having OP Units cancelled in exchange for $6.60 per unit at the Partnership Merger Effective Time.

How were Paramount Group (PGRE) LTIP Units with non-zero Book-Up Target treated?

Vested LTIP Units whose Book-Up Target was not zero were cancelled and converted into the right to receive cash equal to the Company Merger Consideration of $6.60 per share under the Merger Agreement.

What happened to LTIP Units with zero Book-Up Target for this Paramount Group (PGRE) insider?

Vested and time-vested LTIP Units whose Book-Up Target was zero automatically converted into an equivalent number of OP Units in the Operating Partnership in accordance with the Partnership Agreement.

What rights did Paramount Group (PGRE) OP Units provide before the merger-related exchange?

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

How were Paramount Group (PGRE) OP Units ultimately treated at the Partnership Merger Effective Time?

At the Partnership Merger Effective Time, each outstanding OP Unit was cancelled and exchanged for the Partnership Merger Consideration of $6.60 per unit, as provided in the Merger Agreement.

Does this Paramount Group (PGRE) report involve a Rule 10b5-1 trading plan?

The form includes a checkbox for indicating transactions under a Rule 10b5-1(c) trading plan, but the provided content does not state that this box was checked.