Rithm Capital Corp. 8-K

What Happened
Rithm Capital Corp. (RITM) announced on December 19, 2025 that it completed the transactions under the Merger Agreement (dated Sept. 17, 2025; amended Oct. 8, 2025) to acquire Paramount Group, Inc. The mergers (a partnership merger and a company merger) resulted in Paramount ceasing separate corporate existence and Paramount’s common stock and Operating Partnership common units being cancelled and converted into cash consideration of $6.60 per share/unit.

Key Details

• Closing date: December 19, 2025; Merger Agreement dated Sept. 17, 2025 (amended Oct. 8, 2025).
• Consideration: $6.60 in cash per Paramount common share and per Operating Partnership common unit, paid without interest.
• Compensatory awards: outstanding Paramount stock options were cancelled for no consideration; restricted Paramount shares converted into the $6.60 cash per share (net of tax withholding). Operating Partnership LTIP units generally vested and converted into common units, then into the $6.60 cash; certain LTIP units converted into cash equal to (conversion factor × $6.60).
• Financing: transaction funded with Rithm cash on hand plus a $50,000,000 equity investment from Rithm Property Trust Inc.
• Resulting structure: the Operating Partnership and the REIT Merger Sub are now indirect wholly owned subsidiaries of Rithm.

Why It Matters
This filing confirms Rithm has completed an all-cash acquisition of Paramount, eliminating Paramount as a standalone public company and paying $6.60 per share/unit to Paramount security holders. The deal changes ownership of Paramount’s assets and converts or cancels outstanding equity awards, which affects holders of Paramount stock, partnership units, options and incentive units. Rithm funded the purchase partly with a $50M external equity injection, which is a material financing detail investors should note. Rithm also indicated it will file the required audited financial statements for the acquired business in subsequent filings.