Paramount Group Inc SEC Filings

Paramount Group, Inc., now succeeded by Panorama REIT Merger Sub, LLC, filed a post-effective amendment to its Form S-3 registration statement to deregister all securities that were previously registered but remain unsold or unissued. This follows the closing of a set of mergers in which a Rithm Capital Corp. subsidiary ultimately became the surviving real estate investment trust entity.

With the completion of the partnership-level merger and the subsequent merger of Paramount Group, Inc. into a Rithm Capital subsidiary, all offerings under the prior S-3 have been terminated, and any remaining securities under that shelf registration are being formally removed from registration.

Paramount Group, Inc. completed its previously agreed merger with Rithm Capital Corp. affiliates, resulting in a full cash buyout and the end of Paramount’s independent public company status. Each outstanding share of Paramount common stock was cancelled and converted into the right to receive $6.60 in cash per share, without interest. Common units of the operating partnership were similarly converted into cash based on the partnership conversion factor multiplied by $6.60.

In connection with the closing, Paramount’s common stock stopped trading on the New York Stock Exchange, a Form 25 was filed to delist and deregister the shares, and the company plans to file a Form 15 to end its ongoing SEC reporting obligations. All Paramount directors resigned and were replaced by the prior directors of the merger subsidiary, and several senior executives were replaced by new officers designated by the buyer.

Paramount Group, Inc. is having its common stock removed from listing and registration on the New York Stock Exchange. The exchange filed a Form 25 under Section 12(b) of the Securities Exchange Act of 1934, stating it has complied with its own rules and the SEC’s requirements in 17 CFR 240.12d2-2(b) for striking this class of securities from listing. The filing also notes that the issuer has complied with the exchange’s rules and 17 CFR 240.12d2-2(c) for voluntary withdrawal of the common stock from listing and registration. The notification is signed on behalf of the NYSE on 2025-12-19 by an authorized representative.

Paramount Group, Inc. reported that its stockholders approved the merger proposal related to its Agreement and Plan of Merger with Rithm Capital Corp. and related subsidiaries. At the special meeting, 168,772,459 votes were cast in favor of the merger proposal, 7,475,636 against and 19,238 abstaining, with 176,267,333 shares represented in total, about 79% of the shares entitled to vote.

Stockholders did not approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the company’s named executive officers in connection with the mergers, with 57,842,864 votes for and 118,422,040 against. A separate proposal to allow adjournment of the special meeting if additional proxies were needed was approved, but adjournment was not used because there were already sufficient votes to approve the merger proposal.

Paramount Group, Inc. is the subject of an updated ownership filing from Saray Value Fund SPC and Saray Capital (DIFC) Ltd, which together report beneficial ownership of 11,952,782 shares of common stock, or about 5.39% of the company, based on 221,919,163 shares outstanding as of November 4, 2025. The shares are held with shared voting and shared dispositive power by both reporting persons.

The amendment discloses that on December 8, 2025, Saray Capital delivered a proposal to Paramount Group’s board of directors to purchase all common stock not already owned by the reporting persons and their affiliates. According to a separate Current Report on Form 8-K filed by Paramount Group, the board determined this proposal is not reasonably likely to lead to a "Superior Proposal" under an existing Agreement and Plan of Merger among Paramount Group, its operating partnership, Rithm Capital Corp., and certain Rithm subsidiaries.

Paramount Group, Inc. provided additional detail on its pending merger with affiliates of Rithm Capital Corp. and the Board’s review of a late competing bid. On December 8, 2025, “Sponsor A” submitted an updated, non-binding proposal to acquire 100% of Paramount’s fully diluted common stock for $6.95 per share in cash, supported by a plan to arrange about $1.56 billion in equity and commercial mortgage-backed securities financing and to assume the company’s existing debt.

The Board, advised by management and external advisers, compared this bid to both the existing Merger Agreement with Rithm and Sponsor A’s earlier proposal. It concluded the new offer had a lower price and weaker deal certainty, citing uncommitted financing, lack of identified capital sources, and reduced recourse if Sponsor A failed to close. The Board determined the December 8 proposal was not reasonably likely to lead to a superior proposal and reaffirmed its recommendation that stockholders vote in favor of the Rithm merger and related proposals at the special meeting.

Paramount Group, Inc. disclosed that its board approved special cash compensation tied to its previously announced merger with Rithm Capital. The board authorized an aggregate $5,000,000 in employee transaction bonuses for key personnel. Two named executive officers, Peter Brindley and Ermelinda Berberi, will each receive $950,000, less taxes, under transaction bonus agreements. These bonuses are scheduled to be paid on the earlier of the merger closing or June 30, 2026, subject to continued employment and compliance with restrictive covenants.

The board also approved additional cash retainers for non-employee directors in recognition of work on the merger. Members of the advisory transaction committee will each receive $100,000, and other non-employee directors will each receive $50,000, generally payable at the closing of the mergers if they continue to serve through that date.

Cohen & Steers and affiliated advisers filed an amended Schedule 13G reporting beneficial ownership of 7,754,107 shares of Paramount Group, Inc. (PGRE) common stock, representing 3.51% of the class. The filing lists sole voting power over 6,103,533 shares and sole dispositive power over 7,754,107 shares. The date of event is 09/30/2025.

Subsidiary breakdown includes Cohen & Steers Capital Management, Inc. with 7,729,705 shares (3.50%) and Cohen & Steers UK Limited with 24,402 shares (0.01%); Cohen & Steers Asia Limited and Cohen & Steers Ireland Limited report 0 shares. The filing indicates ownership of 5 percent or less of a class and certifies the securities were acquired and are held in the ordinary course, not for the purpose of changing or influencing control.

Paramount Group (PGRE) calls a special meeting to approve its merger with Rithm Capital via a two‑step structure. Holders of Paramount common stock would receive $6.60 in cash per share, without interest and subject to specified adjustments, if the merger closes.

The transaction occurs in two sequences: the Operating Partnership merger first, followed by the company merger into a Rithm subsidiary. Completion requires approval of the Merger Proposal by a majority of all votes entitled to be cast at the meeting. The virtual meeting is set for December 16, 2025 at 10:00 a.m. ET; the record date is November 4, 2025. As of the record date, 221,919,163 shares were outstanding and entitled to vote.

After closing, Paramount’s common stock will be delisted and deregistered. BofA Securities delivered a fairness opinion to the Board as of September 17, 2025. The merger is not conditioned on financing, and an outside termination date of March 17, 2026 applies under the agreement. The Board unanimously (one abstention) recommends voting FOR the merger and related proposals.