Paramount Group (PGRE) Proxy Filing summary

Executive summary

• Supplement to the proxy statement details a new acquisition proposal received on December 8, 2025, offering $6.95 per share in cash for all outstanding common stock.

• The proposal included draft financing documents but lacked committed financing and key details on equity sources.

• The board reviewed and compared the new proposal to the existing merger agreement and found it less favorable in terms of price and deal certainty.

• The board reaffirmed its recommendation to vote in favor of the existing merger agreement with Rithm Capital Corp.

• Forward-looking statements highlight risks related to merger completion, litigation, market conditions, and industry trends.

Voting matters and shareholder proposals

• Shareholders are asked to vote on the merger proposal, advisory merger-related compensation, and the adjournment proposal.

• The board recommends voting “FOR” all proposals related to the merger.

Board of directors and corporate governance

• The board, with management and advisors, evaluated the December 8 proposal and determined it was not likely to lead to a superior offer.

• The board considered deal certainty, financing risks, and timing in its decision.