8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 15, 2025

Paramount Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-36746	32-0439307
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1633 Broadway New York, New York		10019
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 237-3100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol	Name of each exchange on which registered
Common stock of Paramount Group, Inc., $0.01 par value per share	PGRE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On May 15, 2025, Paramount Group, Inc. (the “Company” or “Paramount Group”) announced that Wilbur Paes, the Company’s Chief Operating Officer, Chief Financial Officer and Treasurer, and Gage Johnson, Senior Vice President, General Counsel and Secretary, will leave their positions with the Company and/or the Company’s affiliates or subsidiaries, including Paramount Group Operating Partnership LP, as applicable, effective immediately.

On May 15, 2025, the Company appointed Ermelinda Berberi, the Company’s Senior Vice President, Chief Accounting Officer, as Executive Vice President, Chief Financial Officer and Treasurer. Ms. Berberi will serve as the Company’s principal financial and principal accounting officer for SEC reporting purposes. Biographical information for Ms. Berberi is included in the Company’s Proxy Statement filed with the SEC on April 3, 2025, and is incorporated by reference herein. There are no family relationships between Ms. Berberi and any Company director or executive officer, and no arrangements or understandings between Ms. Berberi and any other person pursuant to which she was selected as an officer. Ms. Berberi is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 15, 2025, the Company held its 2025 annual meeting of stockholders (the “Annual Meeting”). As of the record date, there were a total of 219,225,083 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for or against, and the number of abstentions and broker non-votes with respect to each matter, as applicable.

Proposal 1. The following nominees were elected to the Company’s Board of Directors for a term expiring at the annual meeting of stockholders in 2026 and until their respective successors have been duly elected and qualified or until their earlier resignation or removal, as follows:

							Broker
Names of Directors	For		Against		Abstain		Non-Votes
Albert Behler		125,329,271		52,619,563		7,140,446		7,190,977
Frederic Arndts		160,302,635		24,784,964		1,681		7,190,977
Martin Bussmann		113,180,993		64,767,984		7,140,303		7,190,977
Karin Klein		159,766,062		25,321,619		1,599		7,190,977
Mark Patterson		157,962,987		27,124,592		1,701		7,190,977
Hitoshi Saito		159,875,123		25,210,500		3,657		7,190,977
Paula Sutter		152,164,845		32,922,817		1,618		7,190,977
Greg Wright		155,760,130		29,327,450		1,700		7,190,977

The Company’s Board of Directors has decreased the size of the Board of Directors to eight members.

Proposal 2. The non-binding, advisory resolution to approve the compensation of the Company’s named executive officers, was approved as follows:

						Broker
For		Against		Abstain		Non-Votes
	117,644,005		59,747,793		7,697,482		7,190,977

Proposal 3. The ratification of the audit committee’s appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, was duly ratified as follows:

For		Against		Abstain
	176,509,542		15,765,426		5,289

Item 7.01 Other Events.

Attached hereto as Exhibit 99.1, and furnished herewith, is a copy of the Company’s press release regarding the matters described in Item 5.02 of this Current Reporting on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of Paramount Group, Inc. dated May 19, 2025

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PARAMOUNT GROUP, INC.
By:	/s/ Albert Behler
Name:	Albert Behler
Title:	Chairman, Chief Executive Officer and President

Date: May 19, 2025

EX-99.1

Exhibit 99.1

Paramount Announces Review of Strategic Alternatives to Maximize Shareholder Value

and Management Transition

NEW YORK – May 19, 2025 – Paramount Group, Inc. (NYSE: PGRE) (“Paramount” or the “Company”) announced today that its Board of Directors has initiated a review and evaluation of strategic alternatives to maximize shareholder value. The announcement follows a successful first quarter marked by strong leasing activity.

Albert Behler, Chairman, Chief Executive Officer and President, said, “As Paramount continues to build on the strong leasing momentum from the first quarter, the Board and management team remain focused on closing the persistent gap between the Company’s public market valuation and our assessment of its intrinsic value. We are committed to acting in the best interests of our shareholders as we evaluate a comprehensive range of strategic alternatives to maximize shareholder value.”

The Company has engaged BofA Securities as its financial advisor and Latham & Watkins LLP as its legal advisor to work with the Company and a Transaction Committee of the Board, comprised of independent directors, on strategic alternatives. There is no set timetable for completing the strategic review and no assurance can be given as to its outcome. The Company does not intend to make any further public comment regarding the strategic review process until it has been completed.

The Company also announced that Ermelinda Berberi, who has served as Senior Vice President, Chief Accounting Officer since 2017, has been appointed Executive Vice President, Chief Financial Officer and Treasurer, effective immediately. In addition, Timothy Dembo, who has served as Vice President, Counsel since 2022, has been appointed Senior Vice President, General Counsel and Secretary, effective the same date. Ms. Berberi succeeds Wilbur Paes, and Mr. Dembo succeeds Gage Johnson, both of whom are stepping down from their respective roles as Chief Operating Officer, Chief Financial Officer and Treasurer and Senior Vice President, General Counsel and Secretary.

Mr. Behler concluded, “Ms. Berberi and Mr. Dembo bring the experience and deep familiarity with our business needed to ensure continuity and drive our strategy forward. We thank Mr. Paes and Mr. Johnson for their dedicated service to Paramount as we enter this new chapter.”

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the strategic review and our expectations regarding the announced management transition plans. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performance or achievements. These factors include, without limitation, the ability to execute on its strategic review and the timing and future prospects thereof.

About Paramount Group, Inc.

Headquartered in New York City, Paramount Group, Inc. is a fully-integrated real estate investment trust that owns, operates, manages, acquires and redevelops high-quality, Class A office properties located in select central business district submarkets of New York City and San Francisco. Paramount is focused on maximizing the value

of its portfolio by leveraging the sought-after locations of its assets and its proven property management capabilities to attract and retain high-quality tenants.

Contact Information:

Tom Hennessy

Vice President, Business Development & Investor Relations

212-237-3138

ir@pgre.com

Media:

212-492-2285
pr@pgre.com

XML

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Cover [Abstract]
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Entity Central Index Key	0001605607
Document Type	8-K
Document Period End Date	May 15, 2025
Entity Registrant Name	Paramount Group, Inc.
Entity Incorporation State Country Code	MD
Entity File Number	001-36746
Entity Tax Identification Number	32-0439307
Entity Address, Address Line One	1633 Broadway
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	(212)
Local Phone Number	237-3100
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Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock of Paramount Group, Inc., $0.01 par value per share
Trading Symbol	PGRE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false