8-K
filed December 19, 2025, 6:59 PM ET
CIK 0001605607
M&A
confidence high
sentiment neutral
materiality 1.00
Paramount Group, Inc.: M&A transaction — Paramount Group completes $6.60/sh all-cash merger with Rithm Capital; stock delisted
Paramount Group, Inc.
- Merger closed Dec 19, 2025; each PGRE share cancelled for $6.60 cash per share.
- Company requested NYSE delisting; Form 25 filed Dec 19, 2025 to deregister common stock.
- All prior directors resigned at merger effective time; REIT Merger Sub directors appointed.
- Albert Behler, Peter Brindley, Ermelinda Berberi replaced as officers; new officers named.
- Rithm Capital funded consideration from cash on hand; Paramount Group ceased separate existence.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.7
Paramount Group, Inc.: At the Company Merger Effective Time, the articles of organization of REIT Merger Sub that were in effect immediately prior continued as the articles of organization of the Surviving Entity.
- Change
- charter amendment
Exact text from the filing
At the Company Merger Effective Time, the articles of organization of REIT Merger Sub that were in effect immediately prior to the Company Merger Effective Time and that are attached hereto as Exhibit 3.1 continued as the articles of organization of the Surviving Entity.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.7
Paramount Group, Inc.: After the Company Merger Effective Time, the operating agreement of REIT Merger Sub in effect immediately prior was amended and restated in the form attached as Exhibit 3.2 and became the operating agreement of the Surviving Entity.
- Change
- bylaw amendment
Exact text from the filing
In addition, at the Company Merger Effective Time, the operating agreement of REIT Merger Sub that was in effect immediately prior to the Company Merger Effective Time was amended and restated in its entirety in the form attached hereto as Exhibit 3.2 and became the operating agreement of the Surviving Entity.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Paramount Group, Inc. underwent a change of control involving Rithm Capital Corp. (closed 2025-12-19).
- Action
- change of control
- Counterparty
- Rithm Capital Corp.
- Closing
- 2025-12-19
Exact text from the filing
As a result of the consummation of the Company Merger, a change of control of the registrant occurred, and the Company merged with and into REIT Merger Sub, REIT Merger Sub survived the Company Merger as an entity indirectly controlled by Parent, and the separate corporate existence of the Company ceased.
View on SEC.gov
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