Transaction Details

Footnotes

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, Paramount Group Operating Partnership LP, a Delaware limited partnership and a subsidiary of 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 Company Merger Effective Time (as defined in the Merger Agreement), these securities, comprised of shares of restricted stock that were issued pursuant to the Issuer's equity incentive plan and subject to time-based vesting, the vesting of which was accelerated at the Company Merger Effective Time, | (Continued from footnote 1) were cancelled and exchanged for the Company Merger Consideration (as defined in the Merger Agreement) of $6.60 per share.