Paramount Group (PGRE) investor Saray reports 5.39% stake and offer rejected vs Rithm merger

Rhea-AI Filing Summary

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.

Insights

M&A and shareholder-activism analyst

Saray discloses a go-private offer for PGRE that the board rejected under its existing Rithm merger agreement.

The amendment shows Saray Value Fund SPC and Saray Capital (DIFC) Ltd holding 11,952,782 Paramount Group shares, representing about 5.39% of the common stock based on 221,919,163 shares outstanding as of November 4, 2025. Both entities report shared voting and shared dispositive power over the same block, indicating coordinated control of this stake.

On December 8, 2025, Saray Capital submitted a proposal to buy all Paramount Group common stock it and its affiliates do not already own. The board, referencing its existing Agreement and Plan of Merger with Rithm Capital Corp. and related entities dated September 17, 2025, determined Saray’s proposal is not reasonably likely to be a “Superior Proposal.” That decision, as described in the issuer’s Form 8-K, signals the board’s continued alignment with the Rithm transaction terms.

For investors, the filing highlights that a holder of over five percent has expressed interest in acquiring full ownership while an agreed merger with Rithm remains in place. The actual impact on Paramount Group’s path will depend on future actions by Saray, the board, and parties to the existing merger agreement as described in subsequent company disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Paramount Group, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

69924R108

(CUSIP Number)

Karim Malas
Saray Capital (DIFC) Limited Office C406, Burj Daman, DIFC PO Box 507197
Dubai, C0, -
971 4 272 8166

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/08/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 69924R108

1

Name of reporting person

Saray Value Fund SPC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,952,782.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,952,782.00

11

Aggregate amount beneficially owned by each reporting person

11,952,782.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.39 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Calculated based on 221,919,163 shares of the Common Stock outstanding as of November 4, 2025, as reported in Paramount Group, Inc.'s proxy statement on Schedule 14A filed with the Securities Exchange Commission on November 11, 2025.

SCHEDULE 13D

CUSIP No. 69924R108

1

Name of reporting person

Saray Capital (DIFC) Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED ARAB EMIRATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,952,782.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,952,782.00

11

Aggregate amount beneficially owned by each reporting person

11,952,782.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.39 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Calculated based on 221,919,163 shares of the Common Stock outstanding as of November 4, 2025, as reported in Paramount Group, Inc.'s proxy statement on Schedule 14A filed with the Securities Exchange Commission on November 11, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Paramount Group, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1633 Broadway, New York, NEW YORK , 10019.
Item 1 Comment: This Amendment No. 1 to Schedule 13D (this "Amendment") amends the Schedule 13D filed by the Reporting Persons with the SEC on May 20, 2025 (the "Original Schedule 13D"). Capitalized terms used in this Amendment but not otherwise defined herein have the meanings given to them in the Original Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows: On December 8, 2025, Saray Capital delivered to the Board of Directors (the "Board") of the Issuer an offer to purchase all of the Common Stock of the Issuer not owned by the Reporting Persons and their affiliates (the "Proposal"). As disclosed in a Current Report on Form 8-K, filed by the Issuer with the U.S. Securities Exchange Commission on December 10, 2025, the Board has determined the Proposal is not reasonably likely to lead to a "Superior Proposal" for purposes of the Agreement and Plan of Merger, dated as of September 17, 2025, among the Issuer, Paramount Group Operating Partnership LP, Rithm Capital Corp. ("Rithm") and certain Rithm subsidiaries.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Original Schedule 13D is hereby amended and supplemented as follows: The information set forth in or incorporated by reference in Items 2, 3 and 4 and on the cover pages of this Amendment is incorporated by reference in its entirety into this Item 5. As of the date hereof, each Reporting Person may be deemed to be the beneficial owner of 11,952,782 shares of Common Stock, representing approximately 5.39% of the outstanding shares of Common Stock, based on 221,919,163 shares of Common Stock outstanding as of November 4, 2025. Saray SPC has (i) the sole power to vote or direct the vote of zero shares of Common Stock, (ii) the shared power to vote or direct the vote of 11,952,782 shares of Common Stock, (iii) the sole power to dispose or direct the disposition of zero shares of Common Stock and (iv) the shared power to dispose or direct the disposition of 11,952,782 shares of Common Stock. Saray Capital has (i) the sole power to vote or direct the vote of zero shares of Common Stock, (ii) the shared power to vote or direct the vote of 11,952,782 shares of Common Stock, (iii) the sole power to dispose or direct the disposition of zero shares of Common Stock and (iv) the shared power to dispose or direct the disposition of 11,952,782 shares of Common Stock.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment is incorporated by reference in its entirety into this Item 6. Except as otherwise provided herein, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to the securities of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Saray Value Fund SPC

Signature:	/s/ Karim Malas
Name/Title:	Karim Malas/Chief Financial Officer
Date:	12/10/2025

Saray Capital (DIFC) Ltd

Signature:	/s/ Karim Malas
Name/Title:	Karim Malas/Chief Financial Officer
Date:	12/10/2025

FAQ

What ownership stake does Saray report in Paramount Group (PGRE)?

Saray Value Fund SPC and Saray Capital (DIFC) Ltd report beneficial ownership of 11,952,782 shares of Paramount Group common stock, representing approximately 5.39% of the outstanding shares based on 221,919,163 shares outstanding as of November 4, 2025.

What action did Saray take regarding Paramount Group (PGRE) in this Schedule 13D/A?

On December 8, 2025, Saray Capital delivered a proposal to the board of directors of Paramount Group to purchase all common stock not owned by the reporting persons and their affiliates.

How did Paramount Groups board respond to Sarays purchase proposal?

According to a Current Report on Form 8-K referenced in the filing, the board determined that Sarays proposal is not reasonably likely to lead to a "Superior Proposal" under Paramount Groups existing Agreement and Plan of Merger.

What existing merger agreement affects Paramount Group (PGRE)?

Paramount Group is party to an Agreement and Plan of Merger dated September 17, 2025 among the issuer, Paramount Group Operating Partnership LP, Rithm Capital Corp., and certain Rithm subsidiaries, which is referenced in assessing whether Sarays proposal could be a "Superior Proposal."

What voting and dispositive powers do the Saray entities report over PGRE shares?

Each reporting person states it has zero sole voting or dispositive power and shared voting and shared dispositive power over 11,952,782 shares of Paramount Group common stock.

How was the 5.39% ownership figure for Saray in PGRE calculated?

The 5.39% figure is calculated using the 221,919,163 shares of common stock outstanding as of November 4, 2025, as reported in Paramount Groups proxy statement on Schedule 14A filed on November 11, 2025.