Form 4: Paramount Group CEO Exits Equity in Rithm Capital Merger

Paramount Group's Chairman, CEO, and President, Albert P. Behler, reported the disposition of common stock and partnership units as part of the company's merger agreement with Rithm Capital Corp. for $6.60 per share/unit.

Summary

• Albert P. Behler, Chairman, CEO, and President of Paramount Group, Inc., reported the disposition of all his beneficial ownership in the company due to the merger with Rithm Capital Corp.
• The transactions occurred on December 19, 2025, the effective date of the merger, and were filed on December 22, 2025.
• Behler disposed of 758,312 shares of common stock (751,812 directly and 6,500 indirectly by spouse) at $6.60 per share.
• He also disposed of 361,274 LTIP Units (with a non-zero Book-Up Target) for cash at $6.60 per unit.
• Additionally, 10,054,090 Common OP Units (9,652,845 directly, 209,697 indirectly by Delphi Funds LLC, and 191,548 indirectly by Cornish Management LLC) were cancelled and exchanged for $6.60 per unit.
• Prior to the disposition of OP Units, various LTIP and AOLTIP Units, including performance-based awards, converted into OP Units upon vesting or achievement of performance hurdles at the merger effective time.

Sentiment

Score: 7

Explanation: The filing reports the expected disposition of equity by a key executive due to a merger, which typically implies a premium for shareholders. The full vesting of performance-based units at maximum levels is a positive outcome for the executive. It represents a clean exit at a defined, pre-announced price.

Positives

• The merger consideration of $6.60 per share/unit provides a clear and defined exit value for equity holders.
• Performance-based AOLTIP Units were deemed fully vested at the maximum level of performance due to the merger agreement, benefiting the reporting person.
• Various time-vesting LTIP and AOLTIP Units became fully vested at the Partnership Merger Effective Time, converting into OP Units before their disposition.

Negatives

• The reporting person, a key executive, disposed of all his beneficial ownership in Paramount Group, Inc., indicating the cessation of his equity stake in the independent entity following the merger.

Risks

• No new risks are identified in this Form 4 filing, as it reports the execution of a pre-existing merger agreement. The risks associated with the merger itself would have been disclosed in prior filings.

Future Outlook

The filing reports the finalization of equity transactions for an insider due to a merger, indicating the conclusion of Paramount Group, Inc. as an independent publicly traded entity. It does not provide forward-looking statements for the combined entity.

Industry Context

This transaction reflects the final stages of the acquisition of Paramount Group, Inc. by Rithm Capital Corp., a trend of consolidation seen within the real estate investment trust (REIT) sector. Such mergers often aim to achieve scale, diversify portfolios, or enhance operational efficiencies.

Comparison to Industry Standards

• NA. This filing reports a specific insider transaction related to a merger, not operational or financial results that can be benchmarked against industry standards or comparable companies. The merger consideration of $6.60 per share/unit is the agreed-upon acquisition price, not a performance metric.

Related Party Transactions

• Disposition of 6,500 shares of common stock indirectly by spouse.
• Disposition of 209,697 Common OP Units indirectly by Delphi Funds LLC.
• Disposition of 191,548 Common OP Units indirectly by Cornish Management LLC.

Stakeholder Impact

• Shareholders received the agreed-upon merger consideration of $6.60 per share/unit.
• Employees holding equity awards, such as LTIP and AOLTIP Units, had their awards converted or cashed out according to the merger agreement terms, with some performance-based awards vesting at maximum levels.

Next Steps

• The merger is effectively complete for the reporting person's equity holdings in Paramount Group, Inc. No further steps are indicated for Paramount Group as an independent entity.

Key Dates

Recommendation

The filing details the disposition of all beneficial ownership by the CEO due to the merger agreement with Rithm Capital Corp. at a fixed price of $6.60 per share/unit. As the company is being acquired, there is no ongoing investment decision for the independent entity. Investors would have already acted on the merger announcement.

Keywords

Paramount Group, PGRE, Albert P. Behler, Rithm Capital Corp, Merger, Form 4, Insider Transaction, Beneficial Ownership, Common Stock, LTIP Units, OP Units, Real Estate, REIT