Albert P. Behler - 19 Dec 2025 Form 4 Insider Report for Paramount Group, Inc. (PGRE)

Reporting relationship: Chairman, CEO and President, Director
Issuer ticker: PGRE
Reported as of: 19 Dec 2025
Net transaction value: -$73,746,262
SEC form: 4
Accepted by SEC: 22 Dec 2025, 20:41:32 UTC
Prior SEC filing: 25 Mar 2025
Source filing: View source filing
Reporting owner signature: /s/ Timothy Dembo as attorney-in-fact for Albert P. Behler

Key filing fact

Albert P. Behler filed Form 4 for Paramount Group, Inc. (PGRE) on 22 Dec 2025.

Key facts

This page summarizes Albert P. Behler's Form 4 filing for Paramount Group, Inc. (PGRE).
15 reported transactions and 13 derivative rows are listed below.
Accepted by SEC: 22 Dec 2025, 20:41.

Change

Previous filing in this sequence was filed on 25 Mar 2025.
Current net transaction value: -$73,746,262.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001623940 Primary reporting owner

Behler Albert P.

Relationship: Chairman, CEO and President, Director
Address: C/O PARAMOUNT GROUP, INC., 1633 BROADWAY, NEW YORK
Signature: /s/ Timothy Dembo as attorney-in-fact for Albert P. Behler
Signature date: 22 Dec 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

PGRE transaction

Common Stock

Disposed to Issuer

Transaction value: $4,961,959
Shares: -751,812
Change %: -100%
Price: $6.60
Shares after: 0
Date: 19 Dec 2025
Ownership: Direct
Footnotes: F1

PGRE transaction

Common Stock

Disposed to Issuer

Transaction value: $42,900
Shares: -6,500
Change %: -100%
Price: $6.60
Shares after: 0
Date: 19 Dec 2025
Ownership: By Spouse
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

PGRE transaction Derivative

LTIP Units

Disposed to Issuer

Transaction value: $2,384,408
Shares: -361,274
Change %: -100%
Price: $6.60
Shares after: 0
Date: 19 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 361,274
Exercise price
Footnotes: F2, F3

PGRE transaction Derivative

LTIP Units

Options Exercise

Transaction value: $0
Shares: -164,763
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 19 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 164,763
Exercise price
Footnotes: F2, F4

PGRE transaction Derivative

LTIP Units

Options Exercise

Transaction value: $0
Shares: -126,640
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 19 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 126,640
Exercise price
Footnotes: F2, F5

PGRE transaction Derivative

LTIP Units

Options Exercise

Transaction value: $0
Shares: -1,037,736
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 19 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 1,037,736
Exercise price
Footnotes: F2, F6

PGRE transaction Derivative

AOLTIP Units

Options Exercise

Transaction value
Shares: -483,486
Change %: -100%
Price
Shares after: 0
Date: 19 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 483,486
Exercise price: $6.17
Footnotes: F7

PGRE transaction Derivative

AOLTIP Units

Options Exercise

Transaction value
Shares: -855,546
Change %: -100%
Price
Shares after: 0
Date: 19 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 855,546
Exercise price: $6.17
Footnotes: F8

PGRE transaction Derivative

AOLTIP Units

Options Exercise

Transaction value
Shares: -685,041
Change %: -100%
Price
Shares after: 0
Date: 19 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 685,041
Exercise price: $4.43
Footnotes: F9

PGRE transaction Derivative

Performance-Based AOLTIP Units

Options Exercise

Transaction value
Shares: -4,460,424
Change %: -100%
Price
Shares after: 0
Date: 19 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 4,460,424
Exercise price: $5.12
Footnotes: F10

PGRE transaction Derivative

Common OP Units

Award

Transaction value: $0
Shares: +724,848
Change %: +12%
Price: $0.000000
Shares after: 7,011,017
Date: 19 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 724,848
Exercise price
Footnotes: F11, F12, F13

PGRE transaction Derivative

Common OP Units

Options Exercise

Transaction value: $0
Shares: +2,641,828
Change %: +38%
Price: $0.000000
Shares after: 9,652,845
Date: 19 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 2,641,828
Exercise price
Footnotes: F11, F14

PGRE transaction Derivative

Common OP Units

Disposed to Issuer

Transaction value: $63,708,777
Shares: -9,652,845
Change %: -100%
Price: $6.60
Shares after: 0
Date: 19 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 9,652,845
Exercise price
Footnotes: F11, F15

PGRE transaction Derivative

Common OP Units

Disposed to Issuer

Transaction value: $1,384,000
Shares: -209,697
Change %: -100%
Price: $6.60
Shares after: 0
Date: 19 Dec 2025
Ownership: By Delphi Funds LLC
Underlying class: Common Stock
Underlying amount: 209,697
Exercise price
Footnotes: F11, F15

PGRE transaction Derivative

Common OP Units

Disposed to Issuer

Transaction value: $1,264,217
Shares: -191,548
Change %: -100%
Price: $6.60
Shares after: 0
Date: 19 Dec 2025
Ownership: By Cornish Management LLC
Underlying class: Common Stock
Underlying amount: 191,548
Exercise price
Footnotes: F11, F15

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Albert P. Behler is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 15 footnotes

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated as of September 17, 2025 (as amended on October 8, 2025, and as may be amended from time to time, the "Merger Agreement"), by and among the Issuer, Paramount Group Operating Partnership LP, a Delaware limited partnership and a subsidiary of the Issuer (the "Operating Partnership"), Rithm Capital Corp., a Delaware corporation ("Parent"), Panorama REIT Merger Sub, Inc., a Maryland corporation and a wholly owned subsidiary of Parent, and Panorama Operating Merger Sub LP, a Delaware limited partnership and a wholly owned subsidiary of Parent, at the Company Merger Effective Time (as defined in the Merger Agreement), these shares of common stock were cancelled and exchanged for the Company Merger Consideration (as defined in the Merger Agreement) of $6.60 per share.

Footnote F2

Pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of October 26, 2020 (the "Partnership Agreement"), each LTIP Unit converts automatically into one OP Unit (defined below) on the later to occur of (i) vesting and (ii) the date on which the Book-Up Target (as defined in the Partnership Agreement) for such LTIP Unit becomes zero.

Footnote F3

Pursuant to the Merger Agreement, these securities, comprised of 109,266 LTIP Units granted on January 13, 2022 and 252,008 LTIP Units earned on January 25, 2023 upon the achievement of performance hurdles, in each case whose Book-Up Target was not zero (after giving effect to the Partnership Merger (as defined in the Merger Agreement)), were cancelled and converted into the right to receive an amount in cash equal to the Company Merger Consideration of $6.60 per share.

Footnote F4

At the Partnership Merger Effective Time, these securities, comprised of LTIP Units granted on January 25, 2023 that had vested or were subject to time vesting conditions and became fully vested pursuant to the applicable award agreement and whose Book-Up Target was zero after giving effect to the Partnership Merger, automatically converted into an equivalent number of OP Units in accordance with the Partnership Agreement.

Footnote F5

At the Partnership Merger Effective Time, these securities, comprised of LTIP Units earned on February 7, 2025 upon the achievement of performance hurdles that were subject to time vesting conditions and became fully vested pursuant to the applicable award agreement and whose Book-Up Target was zero after giving effect to the Partnership Merger, automatically converted into an equivalent number of OP Units in accordance with the Partnership Agreement.

Footnote F6

Pursuant to the Merger Agreement, at the Partnership Merger Effective Time, these securities, comprised of LTIP Units granted on September 8, 2023 that were subject to time-vesting and additional holding conditions, became fully vested, all restrictions lapsed, and such securities converted into an equivalent number of OP Units in accordance with the Partnership Agreement.

Footnote F7

At the Partnership Merger Effective Time, each of these securities, comprised of vested AOLTIP Units granted on January 25, 2023, converted into OP Units in accordance with the Partnership Agreement based on the increase in the value of the Company Merger Consideration of $6.60 over such unit's exericse price.

Footnote F8

At the Partnership Merger Effective Time, each of these securities, comprised of AOLTIP Units granted on January 25, 2023 that had vested or were subject to time vesting conditions that became fully vested pursuant to the applicable award agreement, converted into OP Units in accordance with the Partnership Agreement based on the increase in the value of the Company Merger Consideration of $6.60 over such unit's exericse price.

Footnote F9

At the Partnership Merger Effective Time, each of these securities, comprised of vested AOLTIP Units granted on February 29, 2024, converted into OP Units in accordance with the Partnership Agreement based on the increase in the value of the Company Merger Consideration of $6.60 over such unit's exericse price.

Footnote F10

Pursuant to the Merger Agreement, these securities, comprised of AOLTIP Units granted on September 8, 2023 that were subject to performance-vesting conditions, became fully vested (with all performance goals deemed satisfied at the maximum level of performance) at the Partnership Merger Effective Time. Each such vested AOLTIP Unit converted into OP Units in accordance with the Partnership Agreement based on the increase in value of the Company Merger Consideration of $6.60 over such unit's exercise price.

Footnote F11

Represents common units of limited partnership interest ("OP Units") in the Operating Partnership. Each OP Unit could be presented, at the election of the holder, for cash equal to the then fair market value of one share of the Issuer's common stock, except that the Issuer could, at its election, acquire each OP Unit so presented for one share of common stock. OP Units are not subject to vesting. These redemption rights did not have an expiration date.

Footnote F12

At the Partnership Merger Effective Time, LTIP Units that were granted on January 25, 2023 and subject to performance-vesting conditions vested to the extent provided in the applicable award agreement, and such vested LTIP Units automatically converted into an equivalent number of OP Units in accordance with the Partnership Agreement.

Footnote F13

Includes 2,628,572 LTIP Units granted on November 24, 2014, 285,714 LTIP Units granted on November 24, 2014, 171,070 LTIP Units granted on March 18, 2016, 116,003 LTIP Units granted on January 30, 2017, 116,280 LTIP Units granted on February 5, 2018, 213,279 LTIP Units granted on February 5, 2018, 176,655 LTIP Units granted on January 14, 2019, 140,702 LTIP Units granted on January 14, 2019, 190,986 LTIP Units granted on January 17, 2020, 38,212 LTIP Units granted on January 17, 2020, and 117,777 LTIP Units granted on January 11, 2021, as well as 117,674 LTIP Units that were earned on January 17, 2020, 236,012 LTIP Units that were earned on January 30, 2024 and 126,639 LTIP Units that were earned on February 7, 2025, in each case upon the achievement of performance hurdles, that were previously automatically converted into OP Units but the conversion of which was not reported on a Form 4.

Footnote F14

Represents the acquisition of OP Units from the conversion of LTIP Units and AOLTIP Units at the Partnership Merger Effective Time as discussed in Footnotes 4-10.

Footnote F15

Pursuant to the Merger Agreement, at the Partnership Merger Effective Time, each outstanding OP Unit was cancelled and exchanged for the Partnership Merger Consideration of $6.60 per unit.