8-K filed December 19, 2025, 6:59 PM ET CIK 0001605607

M&A confidence high sentiment neutral materiality 1.00

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.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Machine-readable event card

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accession: 0001193125-25-326808
form_type: 8-K
ticker: null
cik: 0001605607
company_name: Paramount Group, Inc.
filed_at: 2025-12-19T23:59:59+00:00
discovered_at: 2026-05-14T18:02:39.902607+00:00
generated_at: 2026-05-16T12:34:34.944906+00:00
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Source-grounded claims

5b7b8eb9014b667c07121b1889ab2e9b4f54af1e

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.

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.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.7 SEC evidence

e498c70b77d77ae382d511c176489601b50ca9f4

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.

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.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.7 SEC evidence

8f3908ae425bfea0ffe7c0eb8536cbe1a9b31660

Paramount Group, Inc. underwent a change of control involving Rithm Capital Corp. (closed 2025-12-19).

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.

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

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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.

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the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1

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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.

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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.

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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.

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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.

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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.

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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.

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In addition, at the Company Merger Effective Time, the bylaws of the Company that were in effect immediately prior to the Company Merger Effective Time were amended and restated in their entirety in the form attached hereto as Exhibit 3.2 and became the bylaws of the Surviving Company.

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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.

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Pursuant to the terms of the Merger Agreement, on May 5, 2026, Terns’ amended and restated certificate of incorporation and amended and restated bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.

Filing page SEC filing

Source: SEC EDGAR

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