Paramount Group Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

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): August 4, 2025

Paramount Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

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.):

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

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.

As previously disclosed on a Form 8-K filed with the Securities and Exchange Commission on May 19, 2025, Paramount Group, Inc. (the “Company” or “Paramount Group”) announced that Gage Johnson, Senior Vice President, General Counsel and Secretary, would leave his position with the Company and/or the Company’s affiliates or subsidiaries, effective May 15, 2025 (the “Separation Date”).

In connection with Mr. Johnson’s departure, on August 4, 2025, the Company, Paramount Group Management LP and Paramount Group Operating Partnership LP (the “Operating Partnership”) (collectively, the “Company Group”) and Mr. Johnson executed a Separation Agreement and Release (the “Separation Agreement”). Pursuant to the Separation Agreement, and consistent with the terms of the Company’s Executive Severance Plan (the “Severance Plan”), Mr. Johnson will receive a single lump sum payment, less applicable tax-related deductions and withholdings, consisting of (i) a payment of $905,000 (representing one year of base salary plus an amount equal to Mr. Johnson’s 2024 cash bonus payment), and (ii) a health care payment of $73,011.

In addition, Mr. Johnson’s units in the Operating Partnership consisting of (i) 159,817 service-based long-term incentive plan units (“LTIP Units”), (ii) 49,837 service-based appreciation only LTIP Units (“AOLTIP Units”), and (iii) 8,866 performance-based LTIP units that are earned but still subject to service-based vesting conditions have vested or will vest in accordance with the terms of the Severance Plan or the Separation Agreement, as applicable.

Mr. Johnson will also remain eligible to earn a pro-rata portion of 98,500 performance-based LTIP Units and 354,807 performance-based AOLTIP Units subject to the attainment of performance vesting conditions at the end of the applicable performance period.

Pursuant to the Separation Agreement, Mr. Johnson will remain subject to certain restrictive covenants, including non-solicitation and non-competition covenants. Additionally, pursuant to the Separation Agreement, Mr. Johnson 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:

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.