Paramount Group (NYSE: PGRE) director equity cancelled in $6.60 merger

Rhea-AI Filing Summary

Paramount Group, Inc. director Hitoshi Saito reported the disposition of his common stock in connection with the company’s merger. On 12/19/2025, a total of 91,877 shares of common stock were shown as disposed of at $6.60 per share, leaving him with no directly held shares.

According to the merger agreement among Paramount Group, its operating partnership, and Rithm Capital Corp., these securities were cancelled and exchanged at the company merger effective time. They consisted of 25,370 shares of restricted stock issued under the equity incentive plan, whose time-based vesting was accelerated, and 66,507 shares of common stock, all converted into cash merger consideration of $6.60 per share.

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^*

Saito Hitoshi

(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
Common Stock	12/19/2025		D(1)(2)		91,877	D	$6.6(1)(2)	0.00	D

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

Explanation of Responses:

1. 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, Paramount Group Operating Partnership LP, a Delaware limited partnership and a subsidiary of 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 Company Merger Effective Time (as defined in the Merger Agreement), these securities, comprised of 25,370 shares of restricted stock that were issued pursuant to the Issuer's equity incentive plan and subject to time-based vesting, the vesting of which was accelerated at the Company Merger Effective Time, and 66,507 shares of common stock,

2. (Continued from footnote 1) were cancelled and exchanged for the Company Merger Consideration (as defined in the Merger Agreement) of $6.60 per share.

	/s/ Timothy Dembo as attorney-in-fact for Hitoshi Saito	12/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Paramount Group (PGRE) disclose in this Form 4?

The filing reports that director Hitoshi Saito disposed of 91,877 shares of Paramount Group, Inc. common stock at $6.60 per share in connection with the company’s merger.

Was the Paramount Group (PGRE) director’s transaction an open-market sale?

No. The shares were cancelled and exchanged at the company merger effective time under the Merger Agreement with Rithm Capital Corp., rather than sold in an open-market trade.

How many Paramount Group (PGRE) shares did the director hold after the transaction?

Following the reported transaction on 12/19/2025, the Form 4 shows the director beneficially owning 0 shares of Paramount Group, Inc. common stock in direct ownership.

What types of Paramount Group (PGRE) equity were affected by the merger exchange?

The securities included 25,370 shares of restricted stock issued under the equity incentive plan, with vesting accelerated at the merger effective time, and 66,507 shares of common stock, all exchanged for $6.60 per share.

Which companies are parties to the Paramount Group (PGRE) merger referenced in the Form 4?

The Merger Agreement is among Paramount Group, Inc., Paramount Group Operating Partnership LP, Rithm Capital Corp., Panorama REIT Merger Sub, Inc., and Panorama Operating Merger Sub LP.

What role does the reporting person hold at Paramount Group (PGRE)?

The reporting person is identified as a Director of Paramount Group, Inc., and the Form 4 is filed as a Form filed by One Reporting Person.