Form 4: Paramount Group Director Sells Equity Post-Merger

Paramount Group Director Mark R. Patterson reported the disposition of equity units for cash following the company's merger with Rithm Capital Corp.

Summary

• Director Mark R. Patterson reported changes in beneficial ownership of Paramount Group, Inc. equity, specifically LTIP Units and Common OP Units.
• The transactions occurred on December 19, 2025, in connection with the Partnership Merger Effective Time as defined in the merger agreement between Paramount Group, Inc. and Rithm Capital Corp.
• 25,588 vested LTIP Units, granted on May 13, 2021, and May 12, 2022, were cancelled and converted into the right to receive cash at $6.60 per unit.
• 50,370 LTIP Units (comprising 25,000 vested units granted May 16, 2024, and 25,370 time-vesting units granted May 15, 2025) were automatically converted into an equivalent number of Common OP Units.
• 107,390 Common OP Units were cancelled and exchanged for cash at $6.60 per unit.
• Following these reported transactions, Mark R. Patterson beneficially owns 0 LTIP Units and 0 Common OP Units.
• The filing also noted that 57,020 LTIP Units from previous grants (7,634 on May 17, 2018; 7,524 on May 16, 2019; 14,212 on May 19, 2020; and 27,650 on May 18, 2023) had been previously converted into OP Units but were not reported on a Form 4 at the time of conversion.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The transactions are expected outcomes of a merger, providing clarity on insider holdings. The historical reporting oversight is a minor negative, but the overall event is a planned corporate action.

Positives

• The transactions represent the finalization of equity conversions and dispositions related to the merger, providing clarity on insider holdings post-merger.
• The cash consideration of $6.60 per unit/share for certain equity types provides a clear valuation for those specific holdings as per the merger agreement.

Negatives

• The disclosure of previously unconverted LTIP Units not reported on a Form 4 (totaling 57,020 units) indicates a past reporting oversight, which, while now clarified, points to a historical compliance issue.

Future Outlook

NA

Industry Context

This filing reflects the final stages of an insider's equity holdings being resolved following a corporate merger, a common occurrence in M&A activities within the real estate investment trust (REIT) sector. The cash consideration of $6.60 per unit aligns with the terms of the broader merger agreement between Paramount Group and Rithm Capital Corp., indicating the completion of the transaction's equity component for this insider.

Related Party Transactions

• The transactions involve LTIP Units and OP Units of Paramount Group Operating Partnership LP, a subsidiary of the Issuer, and are conducted by Mark R. Patterson, a director of the Issuer.
• The conversion and cancellation of these units are governed by the Partnership Agreement and the Merger Agreement, which are related party documents given the director's affiliation with both the Issuer and its operating partnership.

Stakeholder Impact

• Shareholders: Provides transparency on a director's equity disposition post-merger, confirming the cash consideration received for certain unit types as per the merger terms.
• Employees (holding similar equity): Clarifies the treatment and valuation of LTIP and OP Units in the context of the merger, which could serve as a precedent for other equity holders.

Key Dates

Keywords

Paramount Group, PGRE, Mark R. Patterson, Insider Transaction, Form 4, SEC Filing, Beneficial Ownership, LTIP Units, OP Units, Merger, Rithm Capital Corp., Equity Disposition, Director Transaction