Form 4: Paramount Group Director's Equity Converted in Merger
Insider Transaction Report
Paramount Group Director Gregory S. Wright's LTIP and OP Units were converted to cash or OP Units as part of the Rithm Capital merger.
Summary
- Gregory S. Wright, a Director of Paramount Group, Inc. (PGRE), reported transactions related to the company's merger with Rithm Capital Corp.
- On December 19, 2025, 25,588 vested LTIP Units, whose Book-Up Target was not zero after the Partnership Merger, were cancelled and converted into the right to receive $6.60 in cash per unit.
- A total of 78,352 vested LTIP Units (comprising 12,769, 25,000, 15,213, and 25,370 units from various grant dates) automatically converted into an equivalent number of Common OP Units because their Book-Up Target was zero after the Partnership Merger.
- Additionally, 120,214 Common OP Units, including those newly converted from LTIP Units and previously held OP Units, were cancelled and exchanged for $6.60 in cash per unit pursuant to the Merger Agreement.
- Following these transactions, Gregory S. Wright beneficially owns 0 derivative securities and 0 non-derivative securities of the types reported.
- The transactions were made pursuant to the Agreement and Plan of Merger dated September 17, 2025, as amended on October 8, 2025.
Sentiment
Score: 5
Explanation: The sentiment is neutral as this is a factual report of insider transactions resulting from a pre-announced merger, rather than discretionary trading or operational performance.
Positives
- The director received a cash payout of $6.60 per unit for 25,588 LTIP Units and 120,214 OP Units, totaling approximately $962,293.20, providing liquidity for his equity interests.
Future Outlook
This filing reports past transactions related to a completed merger and does not provide forward-looking statements or guidance.
Industry Context
The transactions reflect the final stages of a merger in the real estate investment trust (REIT) sector, where Paramount Group, Inc. was acquired by Rithm Capital Corp. Such mergers often involve the conversion or cancellation of various equity interests, including partnership units and long-term incentive plan units, into cash or acquiring company shares.
Related Party Transactions
- The conversion of LTIP Units into OP Units and the subsequent exchange of OP Units for cash occurred with Paramount Group Operating Partnership LP, a subsidiary of the Issuer, as part of the broader merger agreement.
Stakeholder Impact
- Gregory S. Wright, as a director and holder of LTIP and OP Units, had his equity interests converted into cash as a result of the merger, providing him with liquidity.
Key Dates
| Date | Description |
|---|---|
| October 26, 2020 | Date of the Second Amended and Restated Agreement of Limited Partnership of Paramount Group Operating Partnership LP. |
| May 19, 2020 | Grant date for 14,212 LTIP Units previously converted to OP Units (not reported on a prior Form 4). |
| May 13, 2021 | Grant date for 11,731 vested LTIP Units converted to cash. |
| May 12, 2022 | Grant date for 13,857 vested LTIP Units converted to cash. |
| May 18, 2023 | Grant date for 27,650 LTIP Units previously converted to OP Units (not reported on a prior Form 4). |
| December 15, 2023 | Grant date for 12,769 vested LTIP Units converted to OP Units. |
| May 16, 2024 | Grant date for 25,000 vested LTIP Units converted to OP Units. |
| December 16, 2024 | Grant date for 15,213 vested LTIP Units converted to OP Units. |
| May 15, 2025 | Grant date for 25,370 LTIP Units that became fully vested and converted to OP Units. |
| September 17, 2025 | Date of the original Agreement and Plan of Merger between Paramount Group, Inc. and Rithm Capital Corp. |
| October 8, 2025 | Date of amendment to the Agreement and Plan of Merger. |
| December 19, 2025 | Date of the reported transactions (earliest transaction date). |
| December 22, 2025 | Signature date of the reporting person's attorney-in-fact. |
Keywords
Paramount Group, PGRE, Rithm Capital, Merger, Insider Transaction, Form 4, LTIP Units, OP Units, Equity Conversion
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