---
schema_version: "secwatch.filing_event.v1"
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"
generated_at: "2026-05-16T12:34:34.944906+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Paramount Group completes $6.60/sh all-cash merger with Rithm Capital; stock delisted

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-25-326808
- form_type: 8-K
- cik: 0001605607
- company_name: Paramount Group, Inc.
- filed_at: 2025-12-19T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1605607/000119312525326808/0001193125-25-326808-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1605607/000119312525326808/d74216d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-326808
- JSON: https://secwatch.observer/filing/0001193125-25-326808.json
- Plain text: https://secwatch.observer/filing/0001193125-25-326808.txt

## Source-grounded claims
- claim_id: 5b7b8eb9014b667c07121b1889ab2e9b4f54af1e
  claim: 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.
  evidence_excerpt: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1605607/000119312525326808/0001193125-25-326808-index.htm
- claim_id: e498c70b77d77ae382d511c176489601b50ca9f4
  claim: 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.
  evidence_excerpt: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1605607/000119312525326808/0001193125-25-326808-index.htm
- claim_id: 8f3908ae425bfea0ffe7c0eb8536cbe1a9b31660
  claim: Paramount Group, Inc. underwent a change of control involving Rithm Capital Corp. (closed 2025-12-19).
  evidence_excerpt: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1605607/000119312525326808/0001193125-25-326808-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.