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.

• Board determined the transaction offers compelling value and aligns with operational strengths and asset base.

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

• Communication sent to investors outlining the process and next steps, including a special shareholder meeting.

Voting matters and shareholder proposals

• The proposed merger will be submitted to shareholders for approval at a special meeting.

• Proxy statement and proxy card will be mailed to eligible shareholders for voting on the transaction.

Board of directors and corporate governance

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

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