8-K: Paramount Group Acquired by Rithm Capital Subsidiaries

Sentiment:

Merger Completion Announcement 19 December 2025 4:05 PM

Paramount Group, Inc. has completed its merger with Rithm Capital Corp. subsidiaries, resulting in its cessation as a separate corporate entity and delisting from the NYSE.

Summary

Paramount Group, Inc. completed its merger with Rithm Capital Corp. subsidiaries on December 19, 2025, ceasing its separate corporate existence.
The Operating Partnership merged into Panorama Operating Merger Sub LP, and Paramount Group, Inc. merged into Panorama REIT Merger Sub, Inc.
Each share of Paramount Group, Inc. common stock was automatically cancelled and converted into the right to receive $6.60 in cash, without interest.
Each Common Unit of the Operating Partnership was cancelled and converted into the right to receive an amount in cash equal to the product of the Conversion Factor multiplied by $6.60, without interest.
Company compensatory awards (stock options) were cancelled for no consideration, while restricted shares were converted into a cash payment equal to the Company Merger Consideration.
Operating Partnership LTIP Units and AOLTIP Units vested in full (with performance goals deemed satisfied at maximum level for AOLTIP Units) and were converted into Operating Partnership Common Units, then into cash consideration.
Paramount Group, Inc. common stock was suspended from trading and delisted from the New York Stock Exchange on December 19, 2025.
The Company intends to file a Form 15 with the SEC to terminate the registration of its common stock and suspend its reporting obligations under the Exchange Act.

Sentiment

Score: 7

Explanation: The completion of the merger at a pre-agreed cash price provides a clear and expected outcome for shareholders, offering liquidity. While it marks the end of the company's independent public existence, the terms were previously disclosed and approved.

Positives

Shareholders of Paramount Group, Inc. received a cash payment of $6.60 per share for their common stock, providing a definitive return on investment.
Holders of Operating Partnership Common Units and certain compensatory awards also received cash consideration, providing liquidity.

Negatives

Paramount Group, Inc. ceased its separate corporate existence, ending its life as an independent publicly traded company.
The company's common stock was delisted from the New York Stock Exchange, removing its public trading venue.
Stock options were cancelled for no consideration, potentially impacting option holders negatively.

Future Outlook

Paramount Group, Inc. has ceased its separate corporate existence and will become an entity indirectly controlled by Rithm Capital Corp. The company intends to terminate its SEC reporting obligations by filing a Form 15.

Management Comments

Departures of the Board of Directors were not a result of any disagreements with the Company on any matter relating to its operations, policies or practices.

Industry Context

This acquisition represents a consolidation event within the real estate investment trust (REIT) sector, where a publicly traded REIT is acquired by a larger financial entity, often leading to its privatization or integration into the acquirer's portfolio.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Board of Directors	All members of the Company's Board of Directors	Directors of REIT Merger Sub, Inc. immediately prior to the Company Merger Effective Time	2025-12-19	Completion of the Company Merger
Officer	Albert Behler	Michael Nierenberg	2025-12-19	Completion of the Company Merger
Officer	Peter Brindley	Philip Sivin	2025-12-19	Completion of the Company Merger
Officer	Ermelinda Berberi	Nicola Santoro Jr.	2025-12-19	Completion of the Company Merger
Officer	NA	David Zeiden	2025-12-19	Completion of the Company Merger

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Articles of Organization	The articles of organization of REIT Merger Sub, Inc. (now Panorama REIT Merger Sub, LLC) that were in effect immediately prior to the Company Merger Effective Time continued as the articles of organization of the Surviving Entity.	2025-12-19	Establishes the foundational governance document for the surviving entity, Panorama REIT Merger Sub, LLC.
Operating Agreement	The operating agreement of REIT Merger Sub, Inc. was amended and restated in its entirety, becoming the operating agreement of the Surviving Entity, Panorama REIT Merger Sub, LLC.	2025-12-19	Defines the rights, obligations, and duties of the member (Rithm Property Management LLC) and the management structure (Board of Directors) for the newly converted LLC.
Indemnification Provisions	The Articles of Organization and Operating Agreement include provisions for indemnification and advancement of expenses for directors and officers to the maximum extent permitted by Maryland law, with specific limitations for certain Section 16(b) claims.	2025-12-19	Provides protection for current and former directors and officers against liabilities incurred in their service, aligning with standard corporate governance practices.
Exclusive Forum for Litigation	The Operating Agreement designates the Circuit Court for Baltimore City, Maryland (or U.S. District Court for the District of Maryland) as the sole and exclusive forum for Internal Company Claims and other specified actions, with federal district courts as the exclusive forum for Securities Act claims.	2025-12-19	Centralizes certain legal disputes to specific jurisdictions, potentially streamlining litigation processes and reducing forum shopping.

Stakeholder Impact

Shareholders: Received cash consideration for their shares, ending their equity ownership in Paramount Group, Inc.
Employees (Officers/Directors): Existing directors and certain officers resigned, and new management was appointed, reflecting the change in control.
Creditors: The filing indicates that debts and liabilities of the Company will be paid or reserved for upon dissolution, as per the Act.

Next Steps

The Company intends to file a Form 15 with the SEC to terminate the registration of its common stock under the Exchange Act.
The Company will suspend its reporting obligations under the Exchange Act with respect to its common stock.

Key Dates

Date	Description
2020-10-26	Date of the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership.
2025-09-15	Original formation date of Panorama REIT Merger Sub, Inc. (the Original Corporation) as a Maryland corporation.
2025-09-17	Date of the original Agreement and Plan of Merger between Paramount Group, Inc. and Rithm Capital Corp. parties.
2025-10-08	Date of Amendment No. 1 to the Agreement and Plan of Merger.
2025-10-29	Date of filing of the Preliminary Proxy Statement on Schedule 14A.
2025-12-17	Original Corporation filed articles of conversion to become Panorama REIT Merger Sub, LLC.
2025-12-19	Completion date of the Mergers; Paramount Group, Inc. common stock suspended from trading and delisted from NYSE; effective date of new directors and officers; effective date of amended corporate governance documents.

Recommendation

sell

The company's common stock has been cancelled and converted into a cash payment of $6.60 per share, and the stock has been delisted from the NYSE. For existing shareholders, the transaction is complete, and they have received their cash. For new investors, there is no longer an opportunity to invest in Paramount Group, Inc. as a public entity.

Keywords

Merger, Acquisition, Real Estate, REIT, Delisting, Corporate Governance, Rithm Capital, Paramount Group, Cash Payout

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