Transaction Details

Footnotes

Pursuant to the Second Amended and Restated Agreement of Limited Partnership of Paramount Group Operating Partnership LP, a Delaware limited partnership and a subsidiary of the Issuer (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. | 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, 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 Partnership Merger Effective Time (as defined in the Merger Agreement), these securities, comprised of 10,199 LTIP Units granted on January 13, 2022 and 5,129 LTIP Units earned on January 25, 2023 upon the achievement of performance hurdles whose Book-Up Target was not zero (after giving effect to the Partnership Merger (as defined in the Merger Agreement)), | (Continued from footnote 2) were cancelled and converted into the right to receive an amount in cash equal to the Company Merger Consideration (as defined in the Merger Agreement) of $6.60 per share. | 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. | 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. | 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. | At the Partnership Merger Effective Time, each of these securities, comprised of AOLTIP 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, converted into OP Units in accordance with the Partnership Agreement based on the increase in the value of the Company's Merger Consideration of $6.60 over such unit's exercise price. | 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. | 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. | Includes 15,625 LTIP Units granted on April 4, 2016, 5,949 LTIP Units granted on January 30, 2017, 12,333 LTIP Units granted on February 5, 2018, 14,846 LTIP Units granted on January 14, 2019, 5,386 LTIP Units granted on January 14, 2019, 14,706 LTIP Units granted on January 17, 2020, 6,662 LTIP Units granted on January 17, 2020, 48,544 LTIP Units granted on May 19, 2020, 24,184 LTIP Units granted on January 11, 2021 and 5,682 LTIP Units granted on January 11, 2021, as well as 3,532 LTIP Units that were earned on January 17, 2020, 4,678 LTIP Units that were earned on January 30, 2024 and 5,910 LTIP Units that were earned on February 7, 2025, in each case 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. | Represents the acquisition of OP Units from the conversion of LTIP Units and AOLTIP Units at the Partnership Merger Effective Time as discussed in Footnotes 4-7. | 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.