Timothy Carey Dembo - 19 Dec 2025 Form 4 Insider Report for Paramount Group, Inc. (PGRE)

Reporting relationship: Senior Vice President, General Counsel and Secretary
Issuer ticker: PGRE
Reported as of: 19 Dec 2025
Net transaction value: -$520,324
SEC form: 4
Accepted by SEC: 22 Dec 2025, 20:56:40 UTC
Prior SEC filing: 01 Aug 2025
Source filing: View source filing
Reporting owner signature: /s/ Timothy Dembo

Key filing fact

Timothy Carey Dembo filed Form 4 for Paramount Group, Inc. (PGRE) on 22 Dec 2025.

Key facts

This page summarizes Timothy Carey Dembo's Form 4 filing for Paramount Group, Inc. (PGRE).
8 reported transactions and 7 derivative rows are listed below.
Accepted by SEC: 22 Dec 2025, 20:56.

Change

Previous filing in this sequence was filed on 01 Aug 2025.
Current net transaction value: -$520,324.

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 0002075441 Primary reporting owner

Dembo Timothy Carey

Relationship: Senior Vice President, General Counsel and Secretary
Address: C/O PARAMOUNT GROUP, INC., 1633 BROADWAY, NEW YORK
Signature: /s/ Timothy Dembo
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: $16,573
Shares: -2,511
Change %: -100%
Price: $6.60
Shares after: 0
Date: 19 Dec 2025
Ownership: Direct
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: $40,385
Shares: -6,119
Change %: -100%
Price: $6.60
Shares after: 0
Date: 19 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 6,119
Exercise price
Footnotes: F2, F3

PGRE transaction Derivative

LTIP Units

Options Exercise

Transaction value: $0
Shares: -11,073
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 19 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 11,073
Exercise price
Footnotes: F2, F4

PGRE transaction Derivative

LTIP Units

Options Exercise

Transaction value: $0
Shares: -684
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 19 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 684
Exercise price
Footnotes: F2, F5

PGRE transaction Derivative

LTIP Units

Options Exercise

Transaction value: $0
Shares: -53,067
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 19 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 53,067
Exercise price
Footnotes: F2, F6

PGRE transaction Derivative

Common OP Units

Award

Transaction value: $0
Shares: +4,699
Change %: +687%
Price: $0.000000
Shares after: 5,383
Date: 19 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 4,699
Exercise price
Footnotes: F7, F8, F9

PGRE transaction Derivative

Common OP Units

Options Exercise

Transaction value: $0
Shares: +64,824
Change %: +1204%
Price: $0.000000
Shares after: 70,207
Date: 19 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 64,824
Exercise price
Footnotes: F7, F10

PGRE transaction Derivative

Common OP Units

Disposed to Issuer

Transaction value: $463,366
Shares: -70,207
Change %: -100%
Price: $6.60
Shares after: 0
Date: 19 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 70,207
Exercise price
Footnotes: F7, F11

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Timothy Carey Dembo is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 11 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 granted on January 13, 2022 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

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 F8

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 F9

Includes 684 LTIP Units that were earned on February 7, 2025 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 F10

Represents the acquisition of OP Units from the conversion of LTIP Units at the Partnership Merger Effective Time as discussed in Footnotes 4-6.

Footnote F11

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.

SEC remarks

Senior Vice President, General Counsel and Secretary