Welcome to our dedicated page for Paramount Group SEC filings (Ticker: PGRE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page compiles historical SEC filings for Paramount Group, Inc. (former NYSE: PGRE), a New York City–based real estate investment trust that owned, operated, managed, acquired and redeveloped Class A office properties in select central business district submarkets of New York City and San Francisco. These documents trace Paramount’s regulatory history from its period as a listed office REIT through its acquisition by Rithm Capital Corp. and subsequent deregistration.
Paramount’s periodic reports, including annual reports on Form 10-K and quarterly reports on Form 10-Q (as referenced in its earnings releases), provide detailed discussions of its office portfolio, leasing activity, Same Store NOI and Same Store Cash NOI, and REIT-specific performance measures such as Funds From Operations (FFO) and Core FFO. The company explains in its disclosures that FFO is presented in accordance with the Nareit definition and that Core FFO adjusts FFO for items such as transaction-related costs, unrealized gains or losses on real estate fund investments, unrealized gains or losses on interest rate swaps, severance costs and gains or losses on early extinguishment of debt.
A series of Current Reports on Form 8-K document significant corporate events. These include announcements of quarterly results, capital markets transactions such as the refinancing of 1301 Avenue of the Americas and the partial sale of One Front Street, the May 2025 initiation of a strategic alternatives review, and the September 17, 2025 Agreement and Plan of Merger with Rithm Capital Corp. Later 8-K filings describe shareholder approval of the merger, the completion of the mergers on December 19, 2025, the resulting change in control, and the cessation of Paramount’s separate corporate existence.
Filings related to listing status and deregistration are particularly important for understanding PGRE’s endpoint as a public security. A Form 25, filed on December 19, 2025 by the New York Stock Exchange, reports the removal of Paramount’s common stock from listing and registration. A Form 15-12G, filed on December 29, 2025, certifies the termination of registration of Paramount’s common stock under Section 12(g) of the Exchange Act and the suspension of its duty to file reports under Sections 13 and 15(d), noting that, following the mergers, the surviving entities are indirectly controlled by Rithm.
Using Stock Titan’s tools, readers can access these historical filings in one place and review AI-generated summaries that explain the key points in plain language. Real-time updates from EDGAR are no longer expected for PGRE because registration has been terminated, but the archived Forms 10-K, 10-Q, 8-K, 25 and 15-12G remain valuable for analyzing Paramount’s former public reporting, its REIT performance metrics, and the legal steps that completed its transition into Rithm’s platform.
Paramount Group, Inc. Chairman, CEO and President Albert P. Behler reported the completion of equity transactions tied to the company’s merger with affiliates of Rithm Capital Corp. On 12/19/2025, his common stock holdings, including shares held directly and by his spouse, were cancelled and exchanged for cash at the merger price of $6.60 per share under the Merger Agreement.
The filing also shows the treatment of multiple equity-based awards. Long-term incentive plan (LTIP) units and various AOLTIP units automatically converted into OP Units of the Paramount Group Operating Partnership at the Partnership Merger Effective Time, according to the partnership agreement and award terms. Each OP Unit was then cancelled and exchanged for $6.60 per unit, including units held directly and through entities such as Delphi Funds LLC and Cornish Management LLC. Following these transactions, Behler’s previously reported equity interests in Paramount Group and its operating partnership were effectively cashed out.
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.
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.