Form 4: Director Sells PGRE Shares in Merger

Paramount Group Director Hitoshi Saito disposed of 91,877 shares of common stock at $6.60 per share as part of the company's merger agreement.

Summary

• Hitoshi Saito, a Director of Paramount Group, Inc. (PGRE), reported a disposition of 91,877 shares of common stock.
• The transaction occurred on December 19, 2025, at a price of $6.60 per share.
• This disposition was executed pursuant to the Agreement and Plan of Merger, dated September 17, 2025, and amended on October 8, 2025.
• The shares, consisting of 25,370 restricted stock units with accelerated vesting and 66,507 common stock shares, were cancelled and exchanged for the merger consideration.
• Following this transaction, Saito's direct beneficial ownership of these specific securities is 0.00.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. It's a routine insider transaction following a merger, indicating the successful completion of the merger for the reporting person's shares. The acceleration of restricted stock vesting is a positive for the individual.

Positives

• The transaction represents the completion of a merger, indicating a defined exit for shareholders at a specified price.
• Restricted stock vesting was accelerated at the Company Merger Effective Time, benefiting the reporting person.

Negatives

• The disposition of shares by a director could be seen as a loss of direct equity interest in the company post-merger.

Future Outlook

No specific future outlook or guidance is provided in this Form 4.

Industry Context

This transaction is a direct result of a corporate merger involving Paramount Group, Inc. and Rithm Capital Corp., a common event in the REIT sector for consolidation or strategic realignment.

Comparison to Industry Standards

• This is a standard insider transaction report following a merger. No specific comparable companies, projects, or results are mentioned in the filing itself. The $6.60 per share merger consideration would typically be compared to the company's pre-merger stock price and analyst valuations, but this filing does not provide that context.

Stakeholder Impact

• Shareholders: Shareholders of Paramount Group, Inc. who held common stock would have received $6.60 per share as merger consideration.
• Reporting Person (Hitoshi Saito): Received cash consideration for his shares, including accelerated restricted stock, as part of the merger.

Key Dates

Keywords

Paramount Group, PGRE, Hitoshi Saito, Form 4, Insider Transaction, Merger, Stock Disposition, Restricted Stock, Rithm Capital Corp.