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): July 130, 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 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers~~Condition.

AsOn ~~previously~~July ~~disclosed~~30, on2025, Paramount Group, Inc. (the “Company”) issued a ~~Form~~press ~~8-K~~release ~~filed~~announcing ~~with~~its ~~the~~financial ~~Securities~~results ~~and~~for ~~Exchange~~the ~~Commission~~second onquarter ~~May~~ended 19June 30, 2025,. ~~Paramount~~A ~~Group,~~copy ~~Inc.~~of (that press release as well as the ~~“Company”~~supplemental orinformation ~~“Paramount~~referred ~~Group”)~~to ~~announced~~in ~~that~~the ~~Wilbur~~press ~~Paes,~~release are available on the Company’s ~~Chief~~website ~~Operating~~and ~~Officer,~~are ~~Chief~~attached ~~Financial~~hereto ~~Officer~~as Exhibits 99.1 and ~~Treasurer~~99.2 ~~would~~and ~~leave~~incorporated ~~his~~herein ~~position~~by ~~with~~reference. This Item 2.02 and the ~~Company~~attached Exhibits 99.1 and~~/or~~ 99.2 are being furnished and shall not be deemed “filed” for the ~~Company’s~~purposes ~~affiliates~~of orSection ~~subsidiaries,~~18 ~~effective~~of ~~May~~the 15Securities Exchange Act of 1934, ~~2025~~as amended (the “~~Separation~~Exchange ~~Date~~Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

InThe ~~connection with Mr. Paes’s departure, on July 1, 2025, the~~ Company, ~~Paramount~~will ~~Group~~host ~~Management LP and Paramount Group Operating Partnership LP (the “Operating Partnership”) (collectively, the “Company Group”) and Mr. Paes executed~~ a ~~Separation~~conference ~~Agreement~~call and ~~Release~~audio ~~(the~~webcast ~~“Separation~~on ~~Agreement”). Pursuant to the Separation Agreement~~Thursday, ~~and~~July ~~consistent with the terms of the second amended and restated employment agreement dated March 10~~31, 2025 ~~between~~at ~~the~~10:00 ~~Company Group and Mr~~a. ~~Paes (the “Employment Agreement”), Mr~~m. ~~Paes~~Eastern ~~will~~Time ~~receive a single lump sum payment, less applicable tax-related deductions and withholdings, consisting of~~ (iET) ~~a payment of $2~~,~~050,000~~ ~~(representing~~during ~~one~~which ~~year~~management ofwill ~~base~~discuss ~~salary plus an amount equal to~~ the ~~average~~second ofquarter ~~the~~results ~~annual~~and ~~incentive~~provide ~~compensation~~commentary ~~paid~~on tobusiness Mrperformance. ~~Paes~~A inquestion ~~the~~and ~~last~~answer ~~three~~session ~~fiscal~~with ~~years),~~analysts ~~(ii) a payment equal to his pro-rata annual incentive compensation for 2025 of $371,712,~~ and ~~(iii)~~investors awill ~~health~~follow ~~care~~the ~~payment~~prepared ~~of $73,011~~remarks.

InThe ~~addition,~~conference ~~Mr.~~call ~~Paes’s~~can ~~units~~be inaccessed ~~the~~by ~~Operating~~dialing ~~Partnership~~877-407-0789 ~~consisting of~~ (idomestic) ~~817,187~~or ~~service~~201-~~based long~~689-~~term~~8562 ~~incentive plan units~~ (~~“LTIP Units”~~international),. ~~(ii)~~An ~~227,825~~audio ~~service-based~~replay ~~appreciation~~of ~~only~~the ~~LTIP~~conference ~~Units~~call ~~(“AOLTIP~~will ~~Units”),~~be ~~and~~available ~~(iii)~~from ~~40,525~~2:00 ~~performance-based~~p.m. ~~LTIP~~ET ~~units~~on ~~that~~July ~~are~~31, ~~earned~~2025 ~~but~~through ~~still~~August ~~subject~~7, to2025 ~~service-based~~and ~~vesting~~can ~~conditions~~be ~~have~~accessed ~~vested~~by ordialing ~~will~~844-512-2921 ~~vest~~(domestic) inor ~~accordance~~412-317-6671 ~~with~~(international) ~~the~~and ~~terms~~entering of the ~~Employment~~passcode ~~Agreement or the Separation Agreement, as applicable~~13754465.

~~Mr.~~A ~~Paes~~live ~~will~~audio ~~also~~webcast ~~remain~~of ~~eligible~~the toconference ~~earn~~call awill ~~pro-rata~~be ~~portion~~available ofthrough ~~450,282~~the ~~performance-based~~“Investors” ~~LTIP~~section ~~Units~~of ~~and~~the 1Company’s website,~~621,973~~ ~~performance-based~~www.pgre.com. ~~AOLTIP~~A ~~Units~~replay ~~subject~~of to the ~~attainment~~webcast ofwill ~~performance~~be ~~vesting~~archived ~~conditions~~on at the ~~end~~Company’s ~~of the applicable performance period~~website.

Pursuant to the Employment Agreement, Mr. Paes will remain subject to certain restrictive covenants, including non-solicitation, non-interference, and non-competition covenants. Additionally, pursuant to the Separation Agreement, Mr. Paes and the Company Group have agreed to a general release of claims.

The summary of the Separation Agreement set forth above is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

ExhibitNumber		Description
	10.1	Separation Agreement and Release among Paramount Group, Inc., Paramount Group Management LP, Paramount Group Operating Partnership LP and Wilbur Paes.
	99.1	Press release dated July 30, 2025 and entitled “Paramount Announces Second Quarter 2025 Results”
	99.2	Supplemental information entitled “Paramount Group, Inc. Supplemental Operating and Financial Data for the Quarter Ended June 30, 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.
Date: July 8, 2025	By:	/s/ Timothy Dembo
Date: July 30, 2025	By:	/s/ Ermelinda Berberi
	Name:	~~Timothy~~Ermelinda ~~Dembo~~Berberi
	Title	~~Senior~~Executive Vice President, ~~General~~Chief ~~Counsel~~Financial Officer and ~~Secretary~~Treasurer

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