Paramount Group (PGRE) Proxy Filing summary

Executive summary

• Announced entry into a merger agreement with Rithm Capital Corp. following a strategic review initiated in May 2025.

• Transaction expected to close in late Q4 2025, with business operations continuing as usual until then.

• Rithm Capital brings expertise in real estate and financial services, aligning with operational strengths and asset base.

• Employees informed via internal communication, with town hall and breakout sessions scheduled to address questions.

• Forward-looking statements highlight anticipated benefits, future opportunities, and caution regarding risks and uncertainties.

Voting matters and shareholder proposals

• Proposed merger will be submitted to stockholders for approval at a special meeting.

• Proxy statement and proxy card will be mailed to eligible stockholders after SEC filing.

Board of directors and corporate governance

• Board conducted a comprehensive strategic review process, evaluating multiple proposals before approving the merger.

• Directors and certain executive officers may participate in proxy solicitation for the transaction.