Form 4: Paramount Group Director Sells Shares in Merger

Paramount Group director Wolfgang Arndts disposed of 25,370 shares of common stock at $6.60 per share as part of the company's merger with Rithm Capital Corp.

Summary

• Wolfgang Carl Frederic Arndts, a Director of Paramount Group, Inc. (PGRE), reported the disposition of 25,370 shares of common stock.
• The transaction occurred on December 19, 2025, and was made pursuant to a Rule 10b5-1 plan.
• These shares were cancelled and exchanged for a merger consideration of $6.60 per share.
• The disposition was a direct result of the Agreement and Plan of Merger, dated September 17, 2025 (as amended October 8, 2025), between Paramount Group, Inc. and Rithm Capital Corp.
• The shares were restricted stock issued under Paramount Group's equity incentive plan, with their time-based vesting accelerated at the Company Merger Effective Time.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The transaction is a procedural outcome of a merger, which typically provides a defined value for shareholders. The acceleration of vesting for restricted stock is a positive for the director.

Positives

• The transaction represents the completion of a merger, providing a clear exit for shareholders at a defined price of $6.60 per share.
• The acceleration of vesting for restricted stock ensures that the director's equity incentive plan shares were included in the merger consideration.

Negatives

• The disposition of shares by a director, while part of a merger, results in a reduction of insider ownership of the company's stock.

Future Outlook

The filing indicates the transaction occurred at the "Company Merger Effective Time," implying the merger has either just completed or is imminent, leading to the exchange of securities as per the agreement.

Industry Context

This transaction is a direct result of a corporate merger, a common strategic event in the real estate investment trust (REIT) sector, often driven by consolidation, market conditions, or strategic repositioning. The acquisition of Paramount Group by Rithm Capital Corp. reflects ongoing M&A activity in the real estate industry.

Stakeholder Impact

• Shareholders: Shareholders of Paramount Group, Inc. will receive $6.60 per share in cash as merger consideration, representing a defined exit value for their investment.
• Director (Wolfgang Arndts): The director's restricted stock vested and was exchanged for cash, realizing value from his equity incentives.

Next Steps

• Completion of the Company Merger Effective Time, if not already fully effective, leading to the full exchange of all outstanding securities as per the Merger Agreement.

Key Dates

Recommendation

For existing shareholders, the completion of the merger means that shares will be exchanged for the stated cash consideration of $6.60 per share. Therefore, holding the stock beyond the merger effective date would result in the shares being converted to cash, making a 'sell' recommendation appropriate for those looking to realize the merger value or reallocate capital.

Keywords

Paramount Group, PGRE, Rithm Capital Corp, Merger, Insider Transaction, Form 4, Director Share Sale, Equity Incentive Plan, Restricted Stock