Paramount Group (NYSE: PGRE) director cashes out OP and LTIP units at $6.60

Rhea-AI Filing Summary

Paramount Group, Inc. reported insider equity changes tied to its merger with Rithm Capital. Director Mark Patterson disclosed multiple transactions on 12/19/2025 involving LTIP Units and common operating partnership units (OP Units) in Paramount Group Operating Partnership LP.

Vested LTIP Units whose Book-Up Target was not zero, totaling 25,588 units, were cancelled and converted into the right to receive cash equal to the Company Merger Consideration of $6.60 per unit. Other LTIP Units that were vested or became fully vested, totaling 25,000 units and 25,370 units, automatically converted into an equivalent number of OP Units at the Partnership Merger Effective Time.

From these conversions, Patterson acquired 50,370 OP Units, and a separate block of 107,390 OP Units was cancelled and exchanged for $6.60 per unit in cash under the merger terms. Following the reported transactions, Patterson no longer held derivative securities from these positions, and previously converted OP Units included earlier LTIP grants that had already converted into OP Units.

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^*

Patterson Mark R

(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)			25,000	(1)	(1)	Common Stock	25,000	$0	0	D
LTIP Units	(1)	12/19/2025		M(4)			25,370	(1)	(1)	Common Stock	25,370	$0	0	D
Common OP Units	(5)	12/19/2025		M(6)		50,370		(5)	(5)	Common Stock	50,370	$0	107,390(7)	D
Common OP Units	(5)	12/19/2025		D(8)			107,390	(5)	(5)	Common Stock	107,390	$6.6(8)	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 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.

4. 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.

5. 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.

6. Represents the acquisition of OP Units from the conversion of LTIP Units at the Partnership Merger Effective Time as discussed in Footnotes 3 and 4.

7. Includes 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.

8. 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 Mark Patterson	12/22/2025
	** Signature of Reporting Person	Date
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FAQ

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

The filing reports that director Mark Patterson had multiple LTIP Units and common operating partnership units (OP Units) in the Paramount Group Operating Partnership LP converted or cancelled on 12/19/2025 in connection with the Partnership Merger Effective Time under the merger with Rithm Capital.

What price did Mark Patterson receive for Paramount Group LTIP Units and OP Units?

Certain LTIP Units and OP Units held by Mark Patterson were cancelled and exchanged for cash equal to the Company Merger Consideration of $6.60 per unit, as defined in the Merger Agreement.

How many Paramount Group LTIP Units were cancelled for cash in this transaction?

At the Partnership Merger Effective Time, 25,588 vested LTIP Units whose Book-Up Target was not zero were cancelled and converted into the right to receive cash based on the $6.60 per unit Company Merger Consideration.

How many Paramount Group LTIP Units converted into OP Units for Mark Patterson?

Vested and time-vesting LTIP Units totaling 25,000 units and 25,370 units converted into an equivalent number of OP Units at the Partnership Merger Effective Time, in accordance with the Partnership Agreement.

What happened to Mark Patterson’s OP Units in Paramount Group’s operating partnership?

Patterson acquired 50,370 OP Units from the conversion of LTIP Units and had 107,390 OP Units cancelled and exchanged for cash at $6.60 per unit under the Merger Agreement.

What are OP Units in the Paramount Group Operating Partnership?

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 then fair market value of one share of Paramount Group’s common stock, and the issuer could elect to deliver one share of common stock instead. These redemption rights did not have an expiration date.