Form 4: Paramount Group CFO Settles Equity Post-Merger

Paramount Group's CFO, Ermelinda Berberi, reported significant equity transactions involving LTIP and OP Units, converting and cashing out holdings at $6.60 per unit following the merger with Rithm Capital Corp.

Summary

• Ermelinda Berberi, Executive Vice President, Chief Financial Officer, and Treasurer of Paramount Group, Inc., reported transactions related to her beneficial ownership.
• The transactions occurred on December 19, 2025, pursuant to a Rule 10b5-1 plan and the Merger Agreement with Rithm Capital Corp.
• 15,328 LTIP Units with a non-zero Book-Up Target were cancelled and converted into cash at $6.60 per share.
• 209,969 LTIP Units (comprising 15,378, 5,911, and 188,680 units) with a zero Book-Up Target or subject to vesting conditions that became fully vested, automatically converted into an equivalent number of OP Units.
• 47,911 AOLTIP Units converted into OP Units based on the increase in value over their exercise price, relative to the $6.60 merger consideration.
• 33,827 OP Units were acquired from the conversion of performance-vesting LTIP Units.
• A total of 414,954 Common OP Units were cancelled and exchanged for the Partnership Merger Consideration of $6.60 per unit.
• The transactions reflect the finalization of equity awards and partnership interests in connection with the merger.

Sentiment

Score: 7

Explanation: The filing reports the expected settlement of executive equity holdings as part of a merger, which is a neutral to positive event for the executive as it monetizes their vested interests. For the company, it signifies the completion of a significant corporate action.

Positives

• The reporting person received cash consideration of $6.60 per share/unit for certain cancelled securities.
• Vesting conditions for various LTIP and AOLTIP units were met or lapsed due to the merger, allowing conversion into OP Units.

Negatives

• Certain LTIP Units were cancelled for cash, indicating a termination of those specific equity interests in the merged entity.
• The reporting person no longer holds OP Units in the Operating Partnership following the merger, as all were cancelled and exchanged for cash.

Future Outlook

NA

Management Comments

• Executive Vice President, Chief Financial Officer and Treasurer (describing Ermelinda Berberi's role).
• /s/ Timothy Dembo as attorney-in-fact for Ermelinda Berberi (signature indicating the filing was made on behalf of Berberi).

Industry Context

This filing reflects the final stages of an executive's equity compensation and partnership interests being settled as part of a corporate merger, a common occurrence in the real estate investment trust (REIT) sector when companies are acquired. The conversion and cash-out of various unit types (LTIP, AOLTIP, OP Units) are standard mechanisms for settling executive equity in such transactions, ensuring alignment with the merger consideration.

Stakeholder Impact

• Shareholders: The merger consideration of $6.60 per share/unit is confirmed for the reporting person's equity, which aligns with the previously announced merger terms for all shareholders.
• Employees: The settlement of executive equity compensation provides clarity on the financial outcomes for key management personnel post-merger.

Key Dates

Recommendation

This Form 4 details the expected settlement of an executive's equity holdings following a previously announced merger. It does not provide new information regarding the company's operational performance, strategic direction, or future prospects that would warrant a change in investment recommendation. The merger consideration of $6.60 per unit is already known. Investors should maintain their current position based on their assessment of the merger terms and the acquiring company's outlook.

Keywords

Paramount Group, PGRE, Rithm Capital Corp, Merger, SEC Form 4, Beneficial Ownership, LTIP Units, OP Units, Equity Compensation, CFO, Ermelinda Berberi, Corporate Governance, Insider Trading