Paramount Group Files 8-K on Major Corporate Changes
| Field | Detail |
|---|---|
| Company | Paramount Group, Inc. |
| Form Type | 8-K |
| Filed Date | Dec 19, 2025 |
| Risk Level | medium |
| Pages | 8 |
| Reading Time | 9 min |
| Key Dollar Amounts | $0.01, $6, $6.60 |
| Sentiment | neutral |
Sentiment: neutral
Topics: acquisition-disposition, listing-rules, corporate-governance
TL;DR
Paramount Group's 8-K reveals asset changes, potential delisting, and leadership shifts.
AI Summary
On December 19, 2025, Paramount Group, Inc. filed an 8-K report detailing several significant events. These include the completion of an acquisition or disposition of assets, a notice regarding delisting or failure to meet listing rules, material modifications to security holder rights, and changes in the company's control. The report also covers departures and appointments of officers and directors, and amendments to its articles of incorporation or bylaws.
Why It Matters
This 8-K filing signals significant shifts in Paramount Group's corporate structure and potentially its stock listing status, which could impact investors and stakeholders.
Risk Assessment
Risk Level: medium — The filing indicates potential delisting or failure to meet listing rules, which is a significant risk factor for investors.
Key Players & Entities
- Paramount Group, Inc. (company) — Registrant
- December 19, 2025 (date) — Date of earliest event reported
FAQ
What specific assets were acquired or disposed of by Paramount Group, Inc.?
The filing indicates the completion of an acquisition or disposition of assets, but the specific details of these transactions are not provided in the summary information.
What are the reasons for the notice of delisting or failure to satisfy a continued listing rule?
The filing mentions a notice of delisting or failure to satisfy a continued listing rule, but the specific reasons are not detailed in the provided summary.
How will the material modifications to the rights of security holders affect current shareholders?
The filing notes material modifications to the rights of security holders, but the exact nature and impact on shareholders are not specified in the summary.
What triggered the changes in control of Paramount Group, Inc.?
The report indicates changes in control of the registrant, but the specific events or transactions causing these changes are not detailed in the summary.
Are there any changes in the executive leadership or board of directors at Paramount Group, Inc.?
Yes, the filing includes information on the departure of directors or certain officers, election of directors, and appointment of certain officers, as well as compensatory arrangements.
Filing Stats: 2,279 words · 9 min read · ~8 pages · Grade level 12.7 · Accepted 2025-12-19 16:05:35
Key Financial Figures
- $0.01 — Common stock of Paramount Group, Inc., $0.01 par value per share PGRE New York S
- $6 — nership Common Units multiplied by (ii) $6.60, without interest (the " Partnership
- $6.60 — t to receive an amount in cash equal to $6.60 per share, without interest (the " Comp
Filing Documents
- d74216d8k.htm (8-K) — 45KB
- d74216dex31.htm (EX-3.1) — 8KB
- d74216dex32.htm (EX-3.2) — 71KB
- 0001193125-25-326808.txt ( ) — 263KB
- pgre-20251219.xsd (EX-101.SCH) — 3KB
- pgre-20251219_lab.xml (EX-101.LAB) — 18KB
- pgre-20251219_pre.xml (EX-101.PRE) — 11KB
- d74216d8k_htm.xml (XML) — 4KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 2.1* Agreement and Plan of Merger, dated as of September 17, 2025, by and among Rithm Capital Corp., Panorama REIT Merger Sub, Inc., Panorama Operating Merger Sub LP, Paramount Group, Inc. and Paramount Group Operating Partnership LP, incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K filed with the SEC on September 17, 2025. 2.2* Amendment No. 1 to Agreement and Plan of Merger, dated as of October 8, 2025, by and among Rithm Capital Corp., Panorama REIT Merger Sub, Inc., Panorama Operating Merger Sub LP, Paramount Group, Inc. and Paramount Group Operating Partnership LP., incorporated by reference to Annex B to the Registrant's Preliminary Proxy Statement on Schedule 14A filed with the SEC on October 29, 2025. 3.1 Articles of Organization of the Surviving Entity. 3.2 Amended and Restated Limited Liability Company Operating Agreement of the Surviving Entity. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PANORAMA REIT MERGER SUB, LLC (as successor by merger to Paramount Group, Inc.) Date: December 19, 2025 By: /s/ Nicola Santoro, Jr. Name: Nicola Santoro, Jr. Title Treasurer