Preliminary Proxy Statement - M&A (Form PREM14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

PARAMOUNT GROUP, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY COPY SUBJECT TO COMPLETION DATED OCTOBER 29, 2025

1633 Broadway

New York, New York 10019

    , 2025

Dear Fellow Stockholder,

You are cordially invited to attend a special meeting of stockholders of Paramount Group, Inc., a Maryland corporation (the "Company"), to be held on    , 2025, at    , Eastern Time. The special meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/PGRE2025SM. You will not be able to physically attend the special meeting in person.

The board of directors of the Company (the "Board") has approved an 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 Company, Paramount Group Operating Partnership LP, a Delaware limited partnership and a subsidiary of the Company (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 ("REIT Merger Sub"), and Panorama Operating Merger Sub LP, a Delaware limited partnership and a wholly owned subsidiary of Parent ("Operating Merger Sub"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (i) Operating Merger Sub will be merged with and into the Operating Partnership with the Operating Partnership surviving the merger (the "Partnership Merger") and (ii) immediately following the consummation of the Partnership Merger, the Company will be merged with and into REIT Merger Sub with REIT Merger Sub surviving the merger (the "Surviving Entity" and such merger, the "Company Merger" and, together with the Partnership Merger, the "Mergers"). Upon completion of the Mergers, the Operating Partnership and the Surviving Entity will be indirectly controlled by Parent.

At the special meeting, you will be asked to consider and vote on (i) a proposal to approve the Company Merger and the other transactions contemplated by the Merger Agreement (the "Merger Proposal"), (ii) a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with the Mergers (the "Advisory Merger-Related Compensation Proposal") and (iii) a proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the Merger Proposal (the "Adjournment Proposal").

If the Company Merger is completed, you, as a holder of shares of common stock of the Company, par value $0.01 per share ("Company Common Stock"), will be entitled to receive $6.60 in cash, without interest, subject to certain adjustments as further described in the enclosed proxy statement, in exchange for each share of Company Common Stock you own as of immediately prior to the effective time of the Company Merger, as more fully described in the enclosed proxy statement.

Our Board has (1) determined and declared that the Merger Agreement, the Company Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of the Company and its stockholders, (2) duly authorized, approved and declared advisable the execution, delivery and performance of the Merger Agreement, and the consummation of the Company Merger and the other transactions contemplated by the Merger Agreement, (3) directed that the approval of the Company Merger and the other transactions contemplated by the Merger Agreement be submitted for consideration by the holders of Company Common Stock at the special meeting and (4) recommended that the Company's stockholders vote in favor of the Merger Proposal. Our Board recommends that you vote "FOR" the approval of the Merger Proposal (Proposal 1 below), which approval is necessary to complete the Company Merger, "FOR" the Advisory Merger-Related Compensation Proposal (Proposal 2 below) and "FOR" the Adjournment Proposal (Proposal 3 below).

The Merger Proposal must be approved by the affirmative vote of the holders of shares of Company Common Stock entitled to cast a majority of all the votes entitled to be cast at the special meeting on the

Merger Proposal. The Notice of special meeting and proxy statement accompanying this letter provide you with more specific information concerning the special meeting, the Merger Agreement, the Company Merger and the other transactions contemplated by the Merger Agreement. The Company encourages you to read carefully the enclosed proxy statement, including the annexes. You may also obtain more information about the Company from it or from documents filed with the U.S. Securities and Exchange Commission.

Your vote is very important regardless of the number of shares of Company Common Stock that you own. Whether or not you plan to attend the virtual special meeting, the Company requests that you authorize a proxy to vote your shares by either completing and returning the enclosed proxy card as promptly as possible or authorizing your proxy or voting instructions by telephone or through the Internet. The enclosed proxy card contains instructions regarding voting. If you attend the special meeting, you will be able to personally vote even if you have previously submitted your proxy, as your proxy is revocable at your option, but you may also continue to have your shares voted as instructed in your proxy, as your attendance alone will not revoke any proxy that you have previously given. If you fail to authorize a proxy to vote your shares, fail to personally vote at the special meeting, or fail to instruct your broker on how to vote, it will have the same effect as a vote "AGAINST" approval of the Merger Proposal.

On behalf of the Board, thank you for your continued support.

Sincerely,

This proxy statement is dated     , 2025 and is first being mailed to our stockholders on or about    , 2025.

1633 Broadway

New York, New York 10019

    , 2025

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON     , 2025

    , 2025

To the Stockholders of Paramount Group, Inc.:

NOTICE IS HEREBY GIVEN that the special meeting of stockholders (the "Special Meeting") of Paramount Group, Inc., a Maryland corporation (the "Company"), will be held on     , 2025, at     , Eastern Time, virtually via live webcast, at www.virtualshareholdermeeting.com/PGRE2025SM, for the following purposes:

(1) To consider and vote on a proposal to approve the merger (the "Company Merger") of the Company with and into Panorama REIT Merger Sub, Inc., a Maryland corporation ("REIT Merger Sub") and a wholly owned subsidiary of Rithm Capital Corp., a Delaware corporation ("Parent"), 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 Company, Paramount Group Operating Partnership LP, a Delaware limited partnership and a subsidiary of the Company (the "Operating Partnership"), Parent, REIT Merger Sub and Panorama Operating Merger Sub LP, a Delaware limited partnership and a wholly owned subsidiary of Parent ("Operating Merger Sub"), and the other transactions contemplated by the Merger Agreement (the "Merger Proposal");

(2) To consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers in connection with the Mergers (the "Advisory Merger-Related Compensation Proposal"); and

(3) To consider and vote on a proposal to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal (the "Adjournment Proposal").

The foregoing items of business are more fully described in the attached proxy statement, which forms a part of this notice and is incorporated herein by reference. Pursuant to Maryland law and the Company's bylaws, only the matters set forth in this Notice of Special Meeting may be brought before the Special Meeting. The board of directors of the Company (the "Board") has fixed the close of business on     , 2025 as the record date for the determination of stockholders entitled to notice of and to vote at the Special Meeting or any postponement or adjournment thereof. The Company knows of no other matters to come before the Special Meeting. Only stockholders of record of shares of common stock of the Company, par value $0.01 per share ("Company Common Stock"), at the close of business on    , 2025, are entitled to notice of and to vote at the Special Meeting or at any postponements or adjournments thereof. On or around     , 2025, the Company intends to commence mailing of this Notice to all stockholders entitled to vote at the Special Meeting.

The Board approved the Merger Agreement and determined and declared the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Company Merger, to be advisable and in the best interests of the Company and its stockholders. The Board recommends that you vote "FOR" the Merger Proposal, "FOR" the Advisory Merger-Related Compensation Proposal, and "FOR" the Adjournment Proposal.

The Merger Proposal must be approved by the affirmative vote of the holders of shares of Company Common Stock entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the

Merger Proposal. Accordingly, your vote is very important regardless of the number of shares of Company Common Stock that you own. Whether or not you plan to virtually attend the Special Meeting, the Company requests that you authorize a proxy to vote your shares by either marking, signing, dating and promptly returning the enclosed proxy card in the postage-paid envelope or authorizing your proxy or voting instructions by telephone or through the Internet. If you virtually attend the Special Meeting, you will be able to personally vote at the Special Meeting even if you have previously submitted your proxy, as your proxy is revocable at your option, but you may also continue to have your shares voted as instructed in your proxy, as your attendance alone will not revoke any proxy that you have previously given. If you fail to authorize a proxy to vote your shares, fail to personally vote at the Special Meeting, or fail to instruct your broker, bank or other nominee on how to vote, the effect will be that the shares of Company Common Stock that you own will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote "AGAINST" the Merger Proposal. Abstentions will have the same effect as voting "AGAINST" the Merger Proposal. The approval of the Advisory Merger-Related Compensation Proposal and the approval of the Adjournment Proposal require the affirmative vote of a majority of the votes cast on each such proposal. If you fail to authorize a proxy to vote your shares, fail to personally vote at the Special Meeting, or fail to instruct your broker on how to vote, it will have no effect on the outcome of the Advisory Merger-Related Compensation Proposal or the Adjournment Proposal. Abstentions, while present for purposes of determining the presence of a quorum, are not considered votes cast and therefore will have no effect on the outcome of the Advisory Merger-Related Compensation Proposal and the Adjournment Proposal.

Any proxy may be revoked at any time prior to its exercise by authorizing a proxy to vote again over the Internet or by telephone prior to 11:59 p.m. Eastern Time on     , 2025, signing and returning another proxy card with a later date, provided the Company receives the updated proxy card before the date of the Special Meeting, or personally voting at the Special Meeting. Attendance at the Special Meeting alone will not be sufficient to revoke a previously authorized proxy.

The Company encourages you to read the accompanying proxy statement in its entirety and to submit a proxy or voting instructions so that your shares of Company Common Stock will be represented and voted even if you do not attend the Special Meeting. If you have any questions or need assistance in submitting a proxy or your voting instructions, please call the Company's proxy solicitor, Innisfree M&A Incorporated, toll-free at (877) 750-9497.

Regardless of the number of shares of Company Common Stock you hold, as a stockholder your role is very important, and the Board strongly encourages you to exercise your right to vote.

By order of the Board of Directors

/s/ Timothy Dembo             

Timothy Dembo

Senior Vice President, General Counsel and Secretary

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGERS

The following questions and answers briefly address some questions you may have regarding the Special Meeting and the proposed Mergers. These questions and answers may not address all questions that may be important to you as a stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement, as well as the additional documents to which it refers or which it incorporates by reference, including the Merger Agreement, a copy of which is attached to this proxy statement as Annex A, and the Amendment, a copy of which is attached to this proxy statement as Annex B.

If the Merger Proposal is approved by the requisite vote of the Company's stockholders and the other closing conditions under the Merger Agreement have been satisfied or waived, (i) Operating Merger Sub will merge with and into the Operating Partnership, with the Operating Partnership continuing as the Surviving Partnership and (ii) the Company will merge with and into REIT Merger Sub, with REIT Merger Sub continuing as the Surviving Entity, with the Surviving Partnership and the Surviving Entity being indirectly controlled by Parent.

Upon the consummation of the Company Merger, each of the Company's stockholders will be entitled to receive $6.60 in cash, without interest and subject to certain adjustments described herein, per share of Company Common Stock held by such holder.

Upon the consummation of the Partnership Merger, each holder of Operating Partnership Common Units will be entitled to receive an amount in cash equal to the product of (i) the Conversion Factor (as defined the OP Agreement) in effect on such date with respect to such Operating Partnership Common Units, which, as of the date hereof, is 1.00, multiplied by (ii) $6.60, without interest and subject to certain adjustments described herein.

For additional information about the Mergers, please review with your advisors the Merger Agreement attached to this proxy statement as Annex A and the Amendment attached to this proxy statement as Annex B, and incorporated by reference into this proxy statement. The Company encourages you to read the Merger Agreement carefully and in its entirety, as it is the principal document governing the Mergers.

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Unless extended by mutual agreement, the Merger Agreement provides that either party may terminate the agreement if the Mergers have not been consummated on or prior to 11:59 p.m. New York time on March 17, 2026. For further information regarding the timing of the Closing, see the section of this proxy statement captioned "The Merger Agreement-Effective Time; Closing Date."

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To participate in the Special Meeting, you will need to review the information included on your proxy card or on the instructions that accompanied your proxy materials. You will need to enter your control number printed on your proxy card to participate in the Special Meeting.

The Special Meeting will begin promptly at    , Eastern Time. You are encouraged to access the meeting prior to the start time. If you encounter any difficulties accessing the meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting platform atwww.virtualshareholdermeeting.com/PGRE2025SM.

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With respect to the Advisory Merger-Related Compensation Proposal and the Adjournment Proposal, if you abstain from voting, fail to personally cast your vote at the Special Meeting or by proxy or if you hold your shares in "street name" and fail to give voting instructions to your broker, bank or other nominee, it will not have any effect on the outcome of such proposals, assuming a quorum is otherwise present at the Special Meeting.

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Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

Stockholders may call toll free: (877) 750-9497

Banks and Brokers may call collect: (212) 750-5833

If your broker holds your shares, you should also contact your broker for additional information.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the documents that the Company incorporates by reference herein contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act). Also, documents the Company subsequently files with the SEC and incorporates by reference may contain forward-looking statements. These forward-looking statements include, among others, statements about the expected benefits of the Mergers, the expected timing and completion of the Mergers and the future business, performance and opportunities of the Company. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise, and the Company may not be able to realize them. The Company does not guarantee that the transactions and events described will happen as described (or that they will happen at all). Forward-looking statements generally can be identified by the use of words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "foresee," "looking ahead," "is confident," "should," "will," "predicted," "likely," or similar words or phrases intended to identify information that is not historical in nature. Forward-looking statements are based on expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include, without limitation:

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While forward-looking statements reflect the Company's good faith beliefs, they are not guarantees of future performance. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. For a further discussion of these and other factors that could impact the Company's future results, performance or transactions, see the section entitled "Risk Factors" included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, and the Company's other filings with the SEC, including the Company's report on Form 10-Q for the quarterly period ended June 30, 2025.

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PROPOSAL 1

MERGER PROPOSAL

The Company is asking its stockholders to vote on the Merger Proposal to approve the Company Merger and the other transactions contemplated by the Merger Agreement.

For detailed information regarding the Merger Proposal, see the information about the Company Merger, the Merger Agreement and the other transactions contemplated thereby throughout this proxy statement, including the information set forth in the sections of this proxy statement captioned "The Mergers" and "The Merger Agreement." A copy of the Merger Agreement is attached as Annex A to this proxy statement and a copy of the Amendment is attached as Annex B to this proxy statement.

Approval of the Merger Proposal requires the affirmative vote of the holders of shares of Company Common Stock entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal. If you properly authorize your proxy by mail, by telephone or through the Internet, but do not indicate instructions to vote your shares "FOR," "AGAINST" or "ABSTAIN" on this Proposal 1, your shares will be voted in accordance with the recommendation of the Board, which is "FOR" this Proposal 1. Because the required vote for the Merger Proposal is based on the number of votes the Company's stockholders are entitled to cast rather than on the number of votes cast, if you abstain from voting, fail to authorize a proxy to vote your shares, fail to personally vote at the Special Meeting, or fail to instruct your broker, bank or other nominee on how to vote, such abstention or failure to vote will have the same effect as voting "AGAINST" the Merger Proposal.

Stockholder approval of the Merger Proposal is a condition to the completion of the Company Merger and the other transactions contemplated by the Merger Agreement. In the event the Merger Proposal does not receive stockholder approval, the Company Merger and the other transactions contemplated by the Merger Agreement cannot be completed.

Recommendation of Our Board

THE BOARD RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS VOTE "FOR" THE MERGER PROPOSAL.

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PROPOSAL 2

ADVISORY MERGER-RELATED COMPENSATION PROPOSAL

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) under the Exchange Act, the Company is required to submit the Advisory Merger-Related Compensation Proposal to our stockholders to approve, on an advisory, non-binding basis, the "golden parachute" compensation payments that will or may be made by the Company and its subsidiaries to its named executive officers that is based on or otherwise relates to the Mergers. This proposal, commonly known as a "say on golden parachute" proposal, gives stockholders the opportunity to vote on an advisory, non-binding basis on the "golden parachute" compensation payments that will or may be paid by the Company and its subsidiaries to its named executive officers that is based on or otherwise relates to the Mergers. Information intended to comply with Item 402(t) of Regulation S-K concerning this compensation, subject to certain assumptions described therein, is presented in the section of this proxy statement captioned "The Mergers-Interests of the Company's Directors and Executive Officers in the Mergers."

The Company is asking its stockholders to vote "FOR" the following resolution:

"RESOLVED, that Paramount Group, Inc. stockholders approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of Paramount Group, Inc. that is based on or otherwise relates to the Mergers, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading "The Mergers-Interests of the Company's Directors and Executive Officers in the Mergers"."

Approval and adoption of the above resolution, on a non-binding, advisory basis, requires the affirmative vote of a majority of the votes cast on the Advisory Merger-Related Compensation Proposal. If you properly authorize your proxy by mail, by telephone or through the Internet, but do not indicate instructions to vote your shares "FOR," "AGAINST" or "ABSTAIN" on this Proposal 2, your shares will be voted in accordance with the recommendation of the Board, which is "FOR" this Proposal 2. If you abstain from voting, fail to authorize a proxy to vote your shares, fail to personally vote at the Special Meeting, or fail to instruct your broker, bank or other nominee on how to vote, such abstention or failure to vote will have no effect on the outcome of the Advisory Merger-Related Compensation Proposal (assuming a quorum is present).

Stockholder approval of the Advisory Merger-Related Compensation Proposal is not a condition to the completion of the Company Merger and the other transactions contemplated by the Merger Agreement. The vote on the Advisory Merger-Related Compensation Proposal is a vote separate and apart from the vote on the Merger Proposal. Accordingly, you may vote to approve the Merger Proposal and vote against or abstain with respect to the Advisory Merger-Related Compensation Proposal and vice versa. Because the vote on the Advisory Merger-Related Compensation Proposal is advisory only, it will not be binding on either the Company or Parent or their respective affiliates. Accordingly, if the Merger Proposal is approved and the Company Merger is completed, the compensation that is contractually required to be paid will or may be paid, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of the Company's stockholders on the Advisory Merger-Related Compensation Proposal.

Recommendation of Our Board

THE BOARD RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS VOTE "FOR" THE ADVISORY MERGER-RELATED COMPENSATION PROPOSAL.

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PROPOSAL 3

ADJOURNMENT PROPOSAL

The Company is asking its stockholders to vote on the Adjournment Proposal to approve any adjournments of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the Adjournment Proposal. If you properly authorize your proxy by mail, by telephone or through the Internet, but do not indicate instructions to vote your shares "FOR," "AGAINST" or "ABSTAIN" on this Proposal 3, your shares will be voted in accordance with the recommendation of the Board, which is "FOR" this Proposal 3. If you abstain from voting, fail to authorize a proxy to vote your shares, fail to personally vote at the Special Meeting, or fail to instruct your broker, bank or other nominee on how to vote, such abstention or failure to vote will have no effect on the outcome of the Adjournment Proposal (assuming a quorum is present).

Stockholder approval of the Adjournment Proposal is not a condition to the completion of the Company Merger and the other transactions contemplated by the Merger Agreement.

Recommendation of Our Board

THE BOARD RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS VOTE "FOR" THE ADJOURNMENT PROPOSAL.

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THE PARTIES TO THE MERGERS

Paramount Group, Inc. and Paramount Group Operating Partnership LP

Corporate Headquarters:

1633 Broadway

New York, New York 10019

(212) 237-3100

Paramount Group, Inc. (the "Company" or "Paramount") is a fully integrated REIT that owns, operates, manages, acquires and redevelops high-quality, Class A office properties located in select central business district submarkets of New York City and San Francisco. The Company is focused on maximizing the value of its portfolio by leveraging the sought-after locations of its assets and its proven property management capabilities to attract and retain high-quality tenants. The Company is a Maryland corporation with corporate headquarters located in New York, New York.

Paramount Group Operating Partnership LP (the "Operating Partnership") is a Delaware limited partnership. The Company conducts its business through, and substantially all of its interests in properties and investments are held by, the Operating Partnership. The Company is the sole general partner of, and owned approximately 93.2% of the Operating Partnership as of September 30, 2025.

At September 30, 2025, the Company's portfolio consisted of 17 properties aggregating 13.1 million square feet comprised of (i) eight wholly and partially owned Class A properties aggregating 8.7 million square feet in New York, comprised of 8.2 million square feet of office space and 0.5 million square feet of retail and theater space; (ii) five wholly and partially owned Class A properties aggregating 3.6 million square feet in San Francisco, comprised of 3.4 million square feet of office space and 0.2 million square feet of retail space; and (iii) the Company's managed properties aggregating 0.8 million square feet in New York and Washington, D.C.

The Company's website is www.pgre.com. The information found on, or otherwise accessible through, the Company's website is not incorporated into, and does not form a part of, this proxy statement or any other report or document the Company files with or furnishes to the SEC. The Company's Common Stock is listed on the New York Stock Exchange under the ticker symbol "PGRE." For additional information about the Company and the Company's business, please refer to the section of this proxy statement captioned "Where You Can Find Additional Information."

The Company and the Operating Partnership are at times referred to in this proxy statement together, as the "Company Parties."

Rithm Capital Corp.

Corporate Headquarters:

799 Broadway

New York, New York 10003

(212) 850-7770

Rithm Capital Corp. ("Parent") is a global alternative asset manager with significant experience managing credit and real estate assets. The firm combines deep institutional expertise with an entrepreneurial culture that drives innovation and disciplined growth across multiple market segments. Parent's integrated investment platform spans across asset-based finance, lending across residential and commercial real estate, mortgage servicing rights (MSRs) and structured credit. Through subsidiaries such

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as Newrez, Genesis Capital, and Sculptor Capital Management, Parent has established a unique owner-operator model, capable of sourcing, financing, and actively managing debt and equity investments, to drive value for shareholders and investors. Upon completion of the Mergers, the surviving entities of the Company Merger and the Partnership Merger will be indirectly controlled by Parent. Parent's common stock is listed on the NYSE, trading under the symbol "RITM."

Panorama Operating Merger Sub LP

Headquarters:

c/o Rithm Capital Corp.

799 Broadway

New York, New York 10003

(212) 850-7770

Panorama Operating Merger Sub LP ("Operating Merger Sub") is a Delaware limited partnership and a wholly owned subsidiary of Parent. Operating Merger Sub was formed to facilitate the acquisition of the Operating Partnership and has not engaged in any business activities other than activities incidental to its formation or in connection with the Merger Agreement and the transactions contemplated thereby and related thereto. Pursuant to the Merger Agreement, at the Partnership Merger Effective Time, Operating Merger Sub will merge with and into the Operating Partnership, whereupon the separate existence of Operating Merger Sub will cease, with the Operating Partnership surviving the Partnership Merger, such that following and as a result of the Partnership Merger, the Operating Partnership will be indirectly controlled by Parent and will continue to be governed by the laws of the State of Delaware.

Panorama REIT Merger Sub, Inc.

Headquarters:

c/o Rithm Capital Corp.

799 Broadway

New York, New York 10003

(212) 850-7770

Panorama REIT Merger Sub, Inc. ("REIT Merger Sub") is a Maryland corporation and a wholly owned subsidiary of Parent. REIT Merger Sub was formed to facilitate the acquisition of the Company and has not engaged in any business activities other than activities incidental to its formation or in connection with the Merger Agreement and the transactions contemplated thereby and related thereto. Pursuant to the Merger Agreement, immediately following the consummation of the Partnership Merger, the Company will merge with and into REIT Merger Sub, whereupon the separate existence of the Company will cease, with REIT Merger Sub surviving the merger, such that following and as a result of the Company Merger, the Surviving Entity will be indirectly controlled by Parent and will continue to be governed by the laws of the State of Maryland.

Parent, Operating Merger Sub and REIT Merger Sub are at times referred to in this proxy statement together, as the "Parent Parties."

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THE SPECIAL MEETING

Date, Time and Purpose of the Special Meeting

Your proxy is solicited on behalf of the Board of the Company for exercise at the Company's Special Meeting to be held on    , 2025, at    Eastern Time, virtually at www.virtualshareholdermeeting.com/PGRE2025SM, or at any postponement or adjournment thereof, for the purposes discussed in this proxy statement and in the accompanying Notice of Special Meeting. Proxies are solicited to give all stockholders of record an opportunity to vote on matters properly presented at the Special Meeting.

The purpose of the Special Meeting is for you to consider and vote on the following matters:

(1) a proposal to approve the Company Merger and the other transactions contemplated by the Merger Agreement (the "Merger Proposal");

(2) a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with the Mergers (the "Advisory Merger-Related Compensation Proposal"); and

(3) a proposal to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal (the "Adjournment Proposal").

Pursuant to Maryland law and the Company's Bylaws, only the matters set forth in the Notice of Special Meeting may be brought before the Special Meeting. The affirmative vote of the holders of shares of Company Common Stock entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal is required to approve the Merger Proposal and for the Company Merger to occur. A copy of the Merger Agreement is attached as Annex A to this proxy statement and a copy of the Amendment is attached as Annex B to this proxy statement, which the Company encourages you to read carefully in its entirety.

Attending the Meeting

The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. No physical meeting will be held. You will be able to attend the Special Meeting online by visiting www.virtualshareholdermeeting.com/PGRE2025SM. You will be able to vote your shares online by attending the Special Meeting by webcast if you are a stockholder of record or obtain a legal proxy from your bank, broker or other nominee.

To participate in the Special Meeting, you will need to review the information included on your proxy card or the instructions that accompanied your proxy materials. You will need to enter your control number printed on your proxy card to participate in the Special Meeting.

The Special Meeting will begin promptly at       , Eastern Time. You are encouraged to access the meeting prior to the start time. If you encounter any difficulties accessing the meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting platform at    .

Record Date, Notice and Quorum

Record holders of outstanding shares of Company Common Stock as of the close of business on    , 2025, the Record Date for the Special Meeting, are entitled to vote at the Special Meeting on

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all matters to be voted upon. As of the Record Date, there were      shares of Company Common Stock outstanding. On each matter presented to the Company's stockholders for vote at the Special Meeting, the holders of shares of Company Common Stock are entitled to one vote per share held as of the Record Date.

A quorum will be established for purposes of the Special Meeting if stockholders entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on any matter are present, either virtually or by proxy.    

Required Vote

Completion of the Company Merger requires approval of the Merger Proposal by the affirmative vote of the holders of shares of Company Common Stock entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal. Each stockholder is entitled to cast one vote on each matter presented at the Special Meeting for each share of Company Common Stock owned by such stockholder on the Record Date. Because the required vote for the Merger Proposal is based on the number of votes holders of Company Common Stock are entitled to cast rather than on the number of votes cast, if you fail to authorize a proxy to vote your shares or fail to vote online during the virtual Special Meeting, or fail to instruct your broker on how to vote, such failure will have the same effect as voting "AGAINST" the Merger Proposal. Abstentions will have the same effect as a vote "AGAINST" the Merger Proposal.

The approval of the Advisory Merger-Related Compensation Proposal and the approval of the Adjournment Proposal each requires the affirmative vote of a majority of the votes cast on such proposal. Approval of either or both of these proposals is not a condition to completion of the Company Merger. For the purpose of each of these proposals, if you fail to authorize a proxy to vote your shares, fail to personally vote at the Special Meeting, or fail to instruct your broker on how to vote, it will not have any effect on the outcome of such proposals, assuming a quorum is otherwise present at the meeting. Abstentions, while present for purposes of determining presence of a quorum, are not considered votes cast and therefore will have no other effect on the outcome of these two proposals.

In order for your shares of Company Common Stock to be voted, if you are a stockholder of record, you must either return the enclosed proxy card, authorize your proxy or voting instructions by telephone or through the Internet or personally vote at the Special Meeting.

As of the Record Date, the Company's directors and executive officers beneficially owned and are entitled to vote an aggregate of approximately      of the outstanding shares of Company Common Stock, entitling them to exercise approximately % of the voting power of Company Common Stock entitled to vote at the Special Meeting.

Votes cast by proxy or virtually at the Special Meeting will be counted by the person appointed by the Company to act as inspector of election for the Special Meeting. The inspector of election will also determine the number of shares of Company Common Stock represented at the Special Meeting, virtually or by proxy.

Solicitation of Proxies

The Board is soliciting proxies for the Special Meeting from the Company's stockholders. The Company will bear the entire cost of soliciting proxies from its stockholders. The Company has retained the services of Innisfree to assist with the solicitation of proxies in connection with the Special Meeting, and it will pay Innisfree $50,000, plus a 25% success fee conditioned on success with the stockholder approval, as well as certain additional per-service fees and reimbursement of reasonable fees and

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expenses for these services. In addition to the solicitation of proxies by delivery of the proxy statement by mail, the Company will request that brokers, banks and other nominees that hold shares of Company Common Stock, which are beneficially owned by its stockholders, send proxies and proxy materials to those beneficial owners and secure those beneficial owners' voting instructions. The Company may also use several of its regular employees, who will not be specially compensated, to solicit proxies from its stockholders, either personally or by telephone, Internet, facsimile or special delivery letter.

Voting of Shares

You may vote by attending the Special Meeting and personally voting, or you may vote by authorizing a proxy to vote on your behalf. The method of voting by proxy differs for shares held as a record holder and shares held in "street name." If you hold your shares of Company Common Stock as a record holder and you are reviewing a paper copy of this proxy statement, you may authorize a proxy to vote your shares by completing, dating and signing the proxy card that was included with the proxy statement and promptly returning it, or by submitting a proxy over the Internet or by telephone by following the instructions on the proxy card.

If you hold your shares of Company Common Stock in "street name," which means your shares are held of record by a broker, bank or other nominee, you will receive a notice from your broker, bank or other nominee that includes instructions on how to vote your shares. Your broker, bank or other nominee will allow you to deliver your voting instructions over the Internet and may also permit you to authorize your vote by telephone. In addition, you may request paper copies of the proxy statement and proxy card from your broker, bank or other nominee by following the instructions on the notice provided by your broker, bank or other nominee.

All of the proposals in this proxy statement are non-routine matters, so brokers, banks and other nominees will not have authority to vote on any proposals unless instructed, and the Company does not expect there to be any broker non-votes at the Special Meeting. A broker non-vote occurs when shares held by a bank, broker, trust or other nominee are represented at a meeting, but the bank, broker, trust or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal but has discretionary voting power on other proposals at such meeting. Accordingly, if you own shares of Company Common Stock through a broker, bank or other nominee (i.e., in "street name"), you must provide voting instructions in accordance with the instructions on the voting instruction card that your broker, bank or other nominee provides to you, as brokers, banks and other nominees do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. You should instruct your broker, bank or other nominee as to how to vote your shares of Company Common Stock following the directions contained in such voting instruction card. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, bank or other nominee who can give you directions on how to vote your shares of Company Common Stock. If you hold your shares of Company Common Stock through a broker, bank or other nominee and wish to personally vote at the Special Meeting, you must obtain a "legal proxy," executed in your favor, from the broker, bank or other nominee (which may take several days). Because the Merger Proposal requires the affirmative vote of the holders of shares of Company Common Stock entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have the same effect as a vote "AGAINST" the Merger Proposal. Because the approval of each of (1) the Advisory Merger-Related Compensation Proposal and (2) the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on such proposal, and because your bank, broker or other nominee does not have discretionary authority to vote on either proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on approval of either proposal, assuming a quorum is otherwise present.

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If you vote through the Internet, you should be aware that you may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers and that these costs must be borne by you. If you vote by Internet or telephone, then you need not return a written proxy card by mail.

YOUR VOTE IS VERY IMPORTANT. Regardless of whether you plan to attend the Special Meeting, the Company requests that you authorize a proxy for your shares of Company Common Stock as described above as promptly as possible. If you properly give your proxy and submit it to the Company in time to vote, one of the individuals named as your proxy will vote your shares as described below.

All shares entitled to vote and represented by properly submitted proxies (including those submitted electronically, telephonically and in writing) received before the polls are closed at the Special Meeting, and not revoked or superseded, will be voted at the Special Meeting in accordance with the instructions indicated on those proxies. If no direction is indicated on a proxy, your shares will be voted as follows: "FOR" the Merger Proposal, as described in this proxy statement, "FOR" the Advisory Merger-Related Compensation Proposal, and "FOR" the Adjournment Proposal. This proxy gives each of Timothy Dembo and Ermelinda Berberi discretionary authority to vote your shares in accordance with his or her discretion with respect to all additional matters that might come before the Special Meeting.

Proxies and Revocation

If you authorize a proxy, your shares of Company Common Stock will be voted at the Special Meeting as you indicate on your proxy. If no instructions are indicated when you authorize your proxy, your shares of Company Common Stock will be voted in accordance with the recommendations of the Board. The Board recommends that you vote "FOR" the Merger Proposal, "FOR" the Advisory Merger-Related Compensation Proposal and "FOR" the Adjournment Proposal.

If you are a stockholder of record, you may revoke your proxy at any time before your proxy is voted at the Special Meeting by taking any of the following actions:

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Paramount Group, Inc.

1633 Broadway

New York, New York 10019

Attention: Timothy Dembo, General Counsel

If your shares are held in "street name," you may change your vote by submitting new voting instructions to your broker, bank or other nominee. You must contact your broker, bank or other nominee to find out how to do so. See above regarding how to personally vote at the Special Meeting if your shares are held in "street name."

Pursuant to Maryland law and the Company's Bylaws, only the matters set forth in the Notice of Special Meeting may be brought before the Special Meeting.

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Availability of Proxy Materials for the Special Meeting

The Company's proxy materials, including this proxy statement and the Company's annual report for the fiscal year ended December 31, 2024, are available online at the Company's website at www.pgre.com. You are encouraged to access and review all of the important information contained in the proxy materials before voting.

Adjournments and Postponements

Although it is not currently expected, the Special Meeting may be adjourned for the purpose of soliciting additional proxies if the holders of a sufficient number of shares of Company Common Stock are not present at the Special Meeting, virtually or by proxy, to constitute a quorum or if the Company believes it is reasonably likely that the Merger Proposal will not be approved at the Special Meeting when convened on      , 2025, or when convened or reconvened following any postponement or adjournment. Pursuant to the Company's Bylaws, the chairman of the meeting, acting in his or her own discretion and without any action by our stockholders, may adjourn the Special Meeting (whether or not a quorum is present) to a later date and time and at a place announced at the Special Meeting. The adjourned meeting may take place without further notice other than by an announcement made at the Special Meeting unless the adjournment is for more than 120 days after the original record date or if, after the adjournment, a new record date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the Special Meeting (subject to certain restrictions in the Merger Agreement, including that the Company shall consult with Parent in advance of such adjournment).

In addition, at any time prior to convening the Special Meeting, the Company may postpone the Special Meeting for any reason without the approval of its stockholders to a date not more than 120 days after the original record date without setting a new record date (subject to the restrictions in the Merger Agreement described above).

Voting at the Special Meeting

If you plan to attend the virtual Special Meeting and wish to vote online, you will need the control number included on your proxy card or on the instructions that accompany your proxy materials. Please note, that if your shares are held in "street name," which means your shares are held of record by a broker, bank or other nominee, and you wish to vote at the virtual Special Meeting, you must have a legal proxy from the record holder of the shares, which is the broker, bank or other nominee, authorizing you to vote at the Special Meeting.

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THE MERGERS

General Description of the Mergers

Partnership Merger

Pursuant to the Merger Agreement and in accordance with the DRULPA, at the Partnership Merger Effective Time, Operating Merger Sub will merge with and into the Operating Partnership, and the separate existence of Operating Merger Sub will cease, with the Operating Partnership surviving the Partnership Merger.

Company Merger

Pursuant to the Merger Agreement and in accordance with the MGCL, at the Company Merger Effective Time, the Company will merge with and into REIT Merger Sub, and the separate existence of the Company will cease, with REIT Merger Sub surviving the Company Merger.

Background of the Mergers

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation and correspondence among representatives of the Company, potential bidders and their respective affiliates or advisors. All dates and times referred to in the following chronology are Eastern Time unless otherwise indicated.

The Board, together with the Company's management, periodically and in the ordinary course evaluate and consider a variety of financial and strategic opportunities as part of the Company's long-term strategies to enhance value for its stockholders, including potential acquisitions, divestitures, business combinations, capital raising activities and other financial and strategic alternatives. As part of this process, the Board and the Company's management have regularly considered alternatives that could complement, enhance or expand the Company's business or that might otherwise offer potential growth opportunities for the Company and/or access to additional capital, including remaining a stand-alone entity, potential acquisitions of other businesses and assets in the commercial real estate industry, dispositions of one or more of the Company's businesses and/or assets, joint ventures, share repurchases and other transactions. In addition, the Company regularly has had discussions with its significant investors and market participants regarding publicly available information related to the Company, including in connection with its earnings releases and other significant events, in each case in the ordinary course.

On May 15, 2025, the Board held an in-person meeting attended in part by representatives of BofA Securities, the Company's existing financial advisor. As part of that meeting, the Board reviewed with its advisors the Company's recent financial, operational and stock performance, including, in each case, relative to the Company's peers, and the public REIT office sector generally and the REIT industry more broadly. The Board also discussed the Company's opportunities and challenges as a stand-alone business, including the persistent gap between the Company's public market valuation and management's assessment of intrinsic value of the Company's assets and operational challenges, specifically in the San Francisco section of the portfolio. The Board then discussed the Company's strategic alternatives, including the possible exploration of a potential strategic transaction. As part of those discussions, the Board discussed the relative advantages and disadvantages of a broad outreach process compared to a more targeted outreach process, as well as a public announcement of a strategic review process compared to a private process. Following such discussions, the Board directed management and the Company's advisors to initiate a review of its strategic alternatives to maximize stockholder value, and to publicly announce such review. For administrative convenience and efficiency

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in light of the anticipated significant level of activity that could follow such announcement, the Board also determined to form an advisory transaction committee of the Board (the "Transaction Committee"), comprised of Ms. Sutter, Chair of the Audit Committee, and Messrs. Patterson and Wright, the latter chair of the Compensation Committee, which would administer and oversee the process to review strategic alternatives and act as a Board-level resource for the Company's management and the Company's financial and legal advisors. It was noted that the Transaction Committee intended to provide regular updates to the Board, and was empowered to make recommendations to the Board, but was not delegated the authority to approve or reject any strategic alternative. Throughout the process described herein, the Transaction Committee provided regular updates to the Board regarding the strategic alternatives process and discussions with potential counterparties. The Board also authorized management to engage Latham & Watkins LLP ("Latham") as the Company's legal counsel, given its extensive experience and expertise in public M&A in the REIT industry. In light of its qualifications, expertise, reputation and knowledge of the Company's business and financial profile, as well as the industry in which it operates, the Board determined to engage BofA Securities as the Company's financial advisor with respect to a review of strategic alternatives for the Company. The Board also instructed management to prepare financial projections for the Company for discussion with the Board and, subject to Board approval, to be used for the purposes of evaluating the Company's stand-alone business plan and strategic alternatives.

On May 19, 2025, the Company publicly announced that its Board had initiated a review of strategic alternatives to maximize stockholder value. On May 16, 2025, the last trading day prior to the announcement, the Company's closing stock price was $4.78 per share.

On May 22, 2025, the Transaction Committee held a meeting via teleconference attended by members of management as well as representatives of BofA Securities, the Company's financial advisor, and Latham, the Company's legal counsel. The Transaction Committee discussed with the Company's advisors the potential timeline for the Company's strategic process, as well as a summary of the inbound indications of potential interest in considering a strategic transaction involving the Company since the time of the public announcement, which included several private equity sponsors and strategic counterparties. The Transaction Committee also discussed the universe of potential parties to be contacted as part of the initial outreach in the Company's strategic review process, including a list of potential counterparties that BofA Securities presented to the Transaction Committee as counterparties who could be interested in participating in the strategic review process as potential bidders. Following these discussions, the Transaction Committee authorized management of the Company and its advisors to prepare a customary confidentiality agreement and to share and negotiate the confidentiality agreement with the potential counterparties suggested by BofA Securities and approved by the Transaction Committee. The Transaction Committee also authorized management to begin staging a virtual data room to assist potential bidders in their diligence efforts after executing a confidentiality agreement.

Between late May 2025 and early June 2025, BofA Securities contacted 28 potential counterparties, including (i) Parent, (ii) a financial sponsor that we refer to as Sponsor A, (iii) a financial sponsor that we refer to as Sponsor B, (iv) a financial sponsor that we refer to as Sponsor C, (v) a strategic counterparty that we refer to as Strategic Party A, (vi) a strategic counterparty that we refer to as Strategic Party B, (vii) a strategic counterparty that we refer to as Strategic Party C and (viii) a strategic counterparty that we refer to as Strategic Party D, in each case, to solicit their potential interest in participating as a potential bidder in the Company's strategic alternatives review process, and provided draft confidentiality agreements to such interested parties.

On June 5, 2025, and June 11, 2025, the Transaction Committee and the Board, respectively, held meetings via teleconference attended by members of management and representatives of BofA Securities and Latham. In these meetings, BofA Securities and Latham provided the Transaction Committee and the

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Board (as applicable) updates on initial discussions with potential bidders, including information regarding the 28 potential counterparties that had shown initial interest in a potential strategic transaction with the Company, and on the status of confidentiality agreement negotiations.

Between June 11, 2025, and August 14, 2025, the Company, with assistance from BofA Securities and Latham, executed customary confidentiality agreements with 23 counterparties (including several counterparties that expressed interest in a potential strategic transaction with the Company following the initial outreach by BofA Securities). The counterparties that executed confidentiality agreements included (i) Parent on June 11, 2025, (ii) Sponsor A on July 1, 2025, (iii) Sponsor B on July 7, 2025, (iv) Sponsor C on June 11, 2025, (v) Strategic Party A on July 25, 2025, (vi) Strategic Party B on July 25, 2025, (vii) Strategic Party C on June 27, 2025 and (viii) Strategic Party D on June 13, 2025. Each confidentiality agreement entered into in connection with the strategic alternatives process was customary for transactions of this type, and each contained a customary standstill provision (subject to automatic termination upon the Company's announcement that it had entered into a definitive agreement to sell a majority of its equity or assets to a third party) to facilitate Board oversight of the confidential discussions, as well as customary limitations on engaging in discussions with other potential co-bidders or sources of equity without the Company's consent.

On June 17, 2025, the Board held a special meeting via teleconference attended by members of management and representatives of BofA Securities and Latham. Management presented to the Board certain internal financial information regarding the Company's business, financial position and results of operations, including the draft financial projections prepared by the Company's management team at the request of the Board for use in the strategic alternatives process. Following a review of the financial projections and discussions amongst the Board, management of the Company, BofA Securities and Latham, the Board approved the financial projections for use by BofA Securities in its engagement and to provide to potential counterparties in connection with the strategic alternatives process. For more information, please see the section of this proxy statement captioned "The Mergers-Unaudited Prospective Financial Information".

At that meeting, representatives from BofA Securities also provided an update on discussions with potential counterparties.

On June 20, 2025, the Company executed an engagement letter with BofA Securities to act as the Company's financial advisor in connection with the strategic review process.

Also on June 20, 2025, the Company opened a virtual data room to potential counterparties that had entered into confidentiality agreements, which was populated with customary due diligence information and documentation.

On June 26, 2025, the Transaction Committee held a meeting via teleconference attended by members of management as well as representatives of BofA Securities and Latham. BofA Securities summarized recent activity by potential counterparties in their due diligence efforts, including a summary of the potential counterparties that remained engaged and active in the due diligence process. The Transaction Committee then discussed the potential timeline for submission of first-round non-binding indications of interest and, following such discussions, instructed its advisors to prepare a process letter and distribute it to the potential counterparties that had signed confidentiality agreements, requesting initial non-binding proposals from bidders by July 22, 2025.

Throughout the process described herein, a total of 23 potential counterparties were provided virtual data room access and process materials.

On July 10, 2025, the Transaction Committee held a meeting via teleconference attended by members of management as well as representatives of BofA Securities and Latham. BofA Securities and Latham provided an update regarding the status of confidentiality agreement negotiations and diligence

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activity among bidders to date. The Transaction Committee also discussed the requests from several parties that had signed confidentiality agreements that the Company approve the exploration of potential co-bidding arrangements among several potential counterparties, including the stated rationale provided by those parties and the relative benefits and risks of approving such arrangements. Following these discussions, the Transaction Committee determined that it would be premature to approve such arrangements at that time.

During July and August, representatives of the Company, BofA Securities and Latham attended various due diligence calls with, and facilitated property site tours for, various bidders that had signed confidentiality agreements.

On July 17, 2025, the Transaction Committee held a meeting via teleconference attended by members of management as well as representatives of BofA Securities and Latham. Latham and BofA Securities provided an update to the Transaction Committee on discussions with potential bidders, confidentiality agreement negotiations and diligence activities. The Transaction Committee then discussed the restated requests from certain potential counterparties to explore, on a non-exclusive basis, certain co-bidding arrangements, including the potential approval of permitting discussions between Strategic Party A and Strategic Party B (together, "Consortium A") and between Sponsor A and Sponsor B (together, "Consortium B"), including the risks and benefits of such approvals. Following those discussions, the Transaction Committee approved the exploration of non-exclusive co-bidding arrangements with respect to Consortium A and Consortium B.

On July 22, 2025, the deadline to receive initial proposals pursuant to the Company's first-round process letter, the Company received the following initial, non-binding proposals, in each case, subject to further due diligence:

On that date, the Company's closing stock price was $6.36 per share.

On July 24, 2025, a strategic counterparty that we refer to as Strategic Party E submitted an initial, non-binding proposal that contemplated a material restructuring of the Company and its assets and the entry by the Company into a joint venture arrangement with Strategic Party E, representing an estimated implied price per share of $5.50.

Later that same day, July 24, 2025, the Transaction Committee held a meeting via teleconference attended by members of management as well as representatives of BofA Securities and Latham. The Transaction Committee reviewed with the Company's advisors the non-binding proposals received to date, including the relative indicative prices and/or price ranges, the other terms thereof, including, among other terms, financing expectations for the proposed transaction and available capital, the work

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performed and engagement by each bidder to date, the open due diligence matters indicated by each such bidder and the indicated time necessary to complete that remaining due diligence. The Transaction Committee also discussed potential timing for soliciting second-round non-binding proposals from bidders. Following these discussions, the Transaction Committee determined to recommend to the Board that the Company continue discussions with all potential bidders, other than (i) Strategic Party D given Strategic Party D's materially lower price, and (ii) Strategic Party E given the complexity of their proposed structure, and the fact that the Transaction Committee did not believe the proposal was likely to deliver value to the stockholders of the Company relative to the other proposals. The Transaction Committee also determined to recommend that the Company proceed with the preparation of a second-round process letter and auction draft of the merger agreement.

On July 29, 2025, the Board held an in-person meeting attended by members of management as well as representatives BofA Securities and Latham via teleconference. BofA Securities provided an update on the strategic alternatives review process and first round proposals from the potential counterparties. The Board then reviewed with the Company's advisors the non-binding proposals received to date, including the relative indicative prices and/or price ranges, the other terms thereof, including, among other terms, financing expectations for the proposed transaction and available capital, the work performed and engagement by each bidder to date, the open due diligence matters indicated by each such bidder, and the indicated time necessary to complete that remaining due diligence, as well as the recommendations of the Transaction Committee. Following these discussions, the Board determined to advance each of Parent, Consortium A, Consortium B, Strategic Party C and Sponsor C to the second round of the strategic alternatives process and to terminate discussions with Strategic Party D and Strategic Party E unless such parties materially amended the terms of their respective bids. The Board also authorized the Transaction Committee to establish a second-round bid deadline after further discussions with the Company's advisors. The Board also instructed BofA Securities to inform all potential counterparties that the Board expected firm commitments from all financing sources, including equity funding sources, in connection with the submission of second-round bids.

On July 31, 2025, the Transaction Committee held a meeting via teleconference attended by members of management as well as representatives from BofA Securities and Latham. BofA Securities reported on its discussions with each second-round bidder regarding the second-round process, including the Board's expectation that all bidders provide evidence of firm commitments from all financing sources, including equity funding sources, in connection with the submission of second-round bids. The Transaction Committee then reviewed the proposed auction draft of the merger agreement. The Transaction Committee provided feedback on the auction draft and authorized management and Latham to finalize the draft and provide it to each second-round bidder.

On August 5, 2025, the Company posted an auction draft of the merger agreement in the virtual data room for all second-round bidders.

On August 7, 2025, the Transaction Committee held a meeting via teleconference attended by members of management as well as representatives from BofA Securities and Latham. BofA Securities and Latham provided an update on the second-round bidders' diligence and other activities, as well as potential timing and sequencing for requesting second-round proposals. Following these discussions, the Transaction Committee instructed BofA Securities to inform all second-round bidders that they would be required to submit their next non-binding indications of interest by September 4, 2025, and to provide proposed mark-ups of the auction draft of the merger agreement by August 26, 2025.

Throughout late July and August 2025, management and the Company's advisors continued to engage with the second-round bidders, including holding diligence meetings and property tours. Company management and BofA Securities also regularly engaged with potential counterparties to answer questions and discuss aspects of their proposal, including seeking to facilitate engagement regarding potential financing

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sources. The Transaction Committee also met and communicated with management and the Company's advisors regularly during this period to receive updates regarding the strategic alternatives review process and to provide feedback and perspectives to the Company's advisors and management.

During August 2025, representatives of Sponsor C held meetings with representatives of BofA Securities, and representatives from Sponsor C informed BofA Securities that Sponsor C would not submit a second-round bid to acquire the entire Company but remained interested in potentially acquiring certain of the Company's assets.

On August 20, 2025, the Transaction Committee held a meeting via teleconference attended by representatives of Company management, BofA Securities and Latham. The Company's advisors and management discussed with the Transaction Committee the progress made by the various second-round bidders to date, including the feedback from Sponsor C, and potential responses thereto, including potential opportunities for Sponsor C to partner with potential counterparties that might be interested in other assets of the Company. Following these discussions, the Transaction Committee instructed management and its advisors to encourage Sponsor C to remain in the process, including providing an indication of value with respect to such assets so the Board could determine potential opportunities to partner Sponsor C with other potential bidders.

On August 26, 2025, the Company received mark-ups of the auction draft of the merger agreement from Parent through its legal counsel, Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden"), and from Consortium A through its legal counsel. The mark-up from Parent provided for, among other things, full specific performance against a creditworthy entity to enforce Parent's obligations to close the transaction without any financing contingencies, as well as a proposed termination fee of 3.5% of the equity value of the Company. The mark-up from Consortium A provided for, among other things, private-equity style recourse provisions, whereby the Company would be unable to seek specific performance in the event the debt financing for the acquisition was unavailable, and would instead be entitled to a reverse termination fee, subject to a limited guaranty from credit-worthy parties, as well as a proposed termination fee of 4.00% of the equity value of the Company. Representatives of Consortium A also indicated that they would not be in a position to submit a second-round proposal until September 9, five days after the requested deadline. On August 26, 2025, the Company's closing stock price was $6.70 per share.

On August 27, 2025, the Company received a mark-up of the auction draft of the merger agreement from Consortium B through its legal counsel. The mark-up from Consortium B provided for, among other things, private-equity style recourse provisions, whereby the Company would be unable to seek specific performance in the event the debt financing for the acquisition was unavailable, and would instead be entitled to a reverse termination fee, subject to a limited guaranty from a newly formed purchasing entity, but did not propose a potential size of the reverse termination fee at that time. Representatives of Consortium B also indicated that they would not be in a position to provide the identity of its anticipated financing sources, or the amounts of such commitments at that time. On that day, the Company's stock price closed at $6.95 per share.

On August 29, 2025, the Board held a special meeting via teleconference attended by members of management as well as representatives from BofA Securities and Latham. The Board discussed the mark-ups to the auction draft of the merger agreement received from Parent, Consortium A and Consortium B with management and the Company's advisors, including a detailed review of the terms thereof and a comparison of each markup to each other. The Board also discussed Consortium A's indication that it would not be in a position to submit its second-round proposal until after the deadline, Consortium B's delay in identifying its sources of financing and Sponsor C's revised feedback. The Board also discussed the fact that Sponsor C did not submit a mark-up of the auction draft of the merger agreement by the proposed deadline, and noted the recent discussions with the representatives of

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Sponsor C and due diligence performed to date. The Board also discussed certain updated information regarding the fully diluted share count, which had incrementally decreased from the information previously shared with the bidders, and the treatment of certain equity awards in a potential transaction. Following these discussions, the Board directed management and the Company's advisors to provide the Board's feedback on the mark-ups to each of Parent, Consortium A and Consortium B, and to inform the bidders of the reduced fully diluted share count and the Board's proposed treatment of equity awards in connection with the proposed transaction. The Board also determined not to continue further engagement with Sponsor C in light of the valuation reflected in their prior proposals and its informal feedback regarding their estimated valuation of certain assets of the Company, but to maintain the option to reevaluate if the other potential bidders did not materialize. The Board also directed BofA Securities to encourage Consortium A to provide its second-round proposal on September 4, 2025, in light of the competitive process, and to reiterate to Consortium B the importance of providing the identity of its financing sources and confirmation that they had the requisite commitments to consummate the proposed transaction in connection with its submission on September 4, 2025. The Board also instructed the Company's advisors to encourage Strategic Party C to submit a second-round proposal, and a mark-up of the auction draft of the merger agreement by that date.

Later that day, Latham held calls with representatives of the legal counsel for each of Parent, Consortium A and Consortium B to provide feedback from the Board on each of their respective mark-ups and to relay the information requested from the bidders by the Board.

On September 4, 2025, the Company received the following revised non-binding indications of interest:

Consortium B provided a revised mark-up of the merger agreement based on the feedback from the Board but retained a reverse termination fee as the Company's sole and exclusive remedy in the event of a failure of debt financing, and did not provide evidence of the requisite equity commitments to consummate the proposed transaction (or the identities thereof). Neither Parent nor Consortium A submitted a revised mark-up of the merger agreement.

Strategic Party C did not submit a revised proposal at that time.

On September 5, 2025, the Transaction Committee held a meeting via teleconference attended by members of management as well as representatives of BofA Securities and Latham, to discuss the proposals received, including, among other items, a discussion of the relative strengths and uncertainties of each, including the relative proposed prices, the experience of each bidder in consummating transactions of this nature, the lack of revised mark-ups yet received from Parent and Consortium A, the fact that Consortium B did not yet provide adequate evidence as to the availability of committed capital necessary to finance the transaction, deal certainty and transaction timing. Following these discussions, the Transaction Committee directed management and the Company's advisors to continue negotiations with Parent and Consortium B, including to deliver revised drafts of the merger agreement, to seek to improve price and certainty, and to re-emphasize to Consortium B the importance of providing evidence of committed capital. The Transaction Committee also directed management and the Company's advisors to inform Consortium A that the Company intended to cease negotiations with Consortium A at this time unless Consortium A materially improved its price.

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Later that day, representatives of BofA Securities communicated the Board's feedback to all three bidders, including emphasizing to Parent and Consortium B the continued competitive process and the importance of price, timing and deal certainty.

Also on September 5, 2025, representatives of BofA Securities provided a customary relationships disclosure memorandum to the Company management and Latham for sharing with the Board.

On September 6, 2025, representatives of Consortium A communicated to representatives of BofA Securities that it was considering submitting a revised bid that would offer a more competitive value for the Company's stockholders, to which the representatives of BofA Securities responded that, if that was the case, they should do so promptly in light of the competitive process.

Later that day, representatives of Consortium B contacted representatives of BofA Securities to indicate that they anticipated requiring an additional 30 days to secure its equity financing commitments.

Later, on September 6, 2025, the Transaction Committee held a meeting via teleconference attended by members of management as well as representatives from BofA Securities and Latham to discuss the feedback from Consortium B and the potential revised proposal from Consortium A, including the benefits and risks inherent in delaying the process, particularly with respect to the potential adverse impacts on competitive tension, the inherent uncertainties in raising capital or receiving a revised proposal and the provisions under the contemplated merger agreements that would allow the Company to terminate and enter into an unsolicited superior proposal after signing, if one was received. Following these discussions, the Transaction Committee instructed BofA Securities to indicate to Parent and Consortium B that they should complete diligence and finalize all definitive documentation as promptly as practicable, and to encourage Consortium B to confirm its equity commitments on that same timeline.

In the evening on September 6, 2025, Latham delivered a revised merger agreement to Skadden.

Also on September 6, 2025, representatives of Consortium B communicated to representatives of BofA Securities that Consortium B would be prepared to move quickly toward a transaction and that several of Consortium B's principals were expected to be in New York City later that week to discuss providing additional clarity regarding its contemplated financing sources.

On September 7, Latham sent a revised draft of the merger agreement to Consortium B's counsel.

Also on September 7, 2025, the Transaction Committee held a meeting via teleconference attended by members of management as well as representatives from BofA Securities and Latham to receive an update regarding Consortium A's decision not to provide a revised proposal and the negotiations and due diligence for the remaining two bidders.

On September 8, 2025, representatives from the Company's management, Latham and Skadden met to discuss outstanding legal diligence matters. Between September 7, 2025 and September 13, 2025, representatives of Parent conducted extensive confirmatory due diligence, including attending calls, providing updated diligence requests and attending meetings with members of management.

On September 9, 2025, representatives of Consortium A indicated to representatives of BofA Securities that Consortium A no longer intended to submit a revised proposal.

On September 9, 2025, the Company received a revised draft of the merger agreement from Skadden.

Later on September 9, 2025, representatives of Consortium B requested that the Company consent to Consortium B's outreach to approximately 31 additional potential sources of equity financing, which the

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Company approved. Representatives of Consortium B also indicated that they would provide an update regarding their proposed sources of financing and overall timing on September 11, 2025.

On September 10, 2025, the Board held a special meeting via teleconference attended by members of management as well as representatives from BofA Securities and Latham. Latham provided a summary of Parent's latest mark-up, including, among other things, (i) the proposed broadened scope of financing cooperation covenants, (ii) the proposed changes to the non-solicitation covenant and a Company termination fee of 3% of the equity value of the Company and (iii) confirmation from Parent that it would not require any regulatory approvals as conditions to closing the transaction. The Board discussed the draft with management and the Company's advisors and provided feedback, including an emphasis on enhancing deal certainty. Following those discussions, the Board instructed Latham to revise the draft of the merger agreement received from Parent in accordance with its feedback.

On September 11, 2025, Latham delivered a revised draft of the merger agreement to Skadden that, among other changes, revised financing cooperation covenants to provide additional closing certainty for the Company and its stockholders.

On September 12, 2025, the Transaction Committee held a meeting via teleconference attended by members of management as well as representatives from BofA Securities and Latham. BofA Securities and Latham discussed the status of discussions with Parent and Consortium B with the Transaction Committee. During the meeting, the Company received a revised draft of the merger agreement from Parent, which, among other changes, expanded the scope of the financing cooperation covenants and provisions related thereto, which reduced closing certainty, and did not reflect an increase in the proposed price. The Transaction Committee discussed these points and provided feedback thereon. BofA Securities and Latham then informed the Transaction Committee that Consortium B was expected to submit a final bid and revised merger agreement later that day. Following these updates, members of the Transaction Committee discussed proposed next steps and determined that the Board should meet and discuss after receiving the final proposal from Consortium B and any further feedback from Parent, and that Latham should continue to revise the draft of the merger agreement from Parent in accordance with the Transaction Committee's feedback.

Also on September 12, 2025, the Company received a revised final proposal and draft merger agreement from Sponsor A. Sponsor B was no longer included as a co-signatory to the proposal. Sponsor A's revised final proposal reaffirmed its purchase price of $7.15 per share in cash but did not provide additional evidence of equity commitments. The draft of the merger agreement, among other things, entitled the Company to specific performance, but that specific performance was limited to seeking recourse from the undercapitalized signing entity that would be ultimately owned and controlled by a non-U.S. entity. In the alternative, the Company would be entitled to terminate for a failure to close, in which case, Sponsor A proposed to secure the termination fee with certain non-cash assets of Sponsor A that they purported to be valued at approximately $220,000,000.

On September 13, 2025, Latham sent a revised draft of the merger agreement to Parent's counsel at Skadden that, among other things, revised the financing cooperation covenants to increase closing certainty. Representatives of Parent also indicated to representatives of BofA Securities that Parent continued to work through certain diligence matters and confirmed that it expected to submit its final revised proposal in the coming days and would be positioned to execute definitive documentation shortly thereafter.

Later, on September 13, 2025, the Board met via teleconference with members of management and representatives from BofA Securities and Latham to discuss updates on negotiations with Parent and Sponsor A. Latham provided the Board with a summary of terms, negotiations and the current status of the draft merger agreements with both Parent and Sponsor A. The Board discussed with management and the Company's advisors, the relative benefits and concerns with both proposals, including, with

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respect to Parent, the limited universe of remaining open issues in the merger agreement, the fact that the Company had the ability to seek full specific performance against a fully capitalized, publicly traded purchaser (but with a lower price than Sponsor A's proposal) and, with respect to Sponsor A, a higher price than Parent's proposal, but with significant concerns regarding the availability of financing, concerns regarding the purported adequacy of the non-cash assets proposed as security (including concerns and uncertainties regarding the $220 million value that Sponsor A had attributed to those assets) and the scope of remaining open issues in the merger agreement, including with respect to the scope of financing cooperation, deal certainty and other matters. Following these discussions, the Board instructed the Company's advisors to continue to negotiate with both bidders, including to continue to encourage Sponsor A to provide additional evidence of the availability of the committed capital necessary to finance the transaction and improved certainty with respect to the reverse termination fee and to seek to cause Parent to increase its proposed purchase price.

During the morning of September 14, 2025, representatives from Latham met with counsel to each of Parent and Sponsor A to discuss the remaining open points in their respective merger agreements. That same day, representatives of BofA Securities contacted representatives of Parent and Sponsor A to communicate the feedback from the Board and to seek to improve the proposed terms thereof. Representatives of Skadden also indicated that Parent's board of directors intended to hold a meeting on September 16, 2025, to consider the approval of the proposed transaction.

Later, on September 14, 2025, both Parent's counsel and Sponsor A's counsel returned revised drafts of the merger agreement to Latham. Sponsor A's counsel indicated that Sponsor A would not have the equity commitments necessary to finance the transaction at signing but would seek such commitments after signing and, if those could not be obtained, that Sponsor A would be unable to provide any cash or further assets as part of the reverse termination fee.

Later that day, representatives of Parent contacted representatives of BofA Securities to increase the proposed price from $6.50 per share to $6.60 per share, in cash, which reflected their best and final offer.

Later, on September 14, 2025, the Board held a meeting via teleconference attended by members of management as well as representatives from BofA Securities, Latham and Venable LLP, the Company's Maryland counsel ("Venable"). Venable reviewed directors' statutory duties under Maryland law. The Board then reviewed with management and the Company's advisors Parent's revised proposal, as well as the revised merger agreements from both Parent and Sponsor A and the remaining open issues related thereto, including Sponsor A's revised financing proposal to obtain all equity financing between signing and closing, including the risks and concerns related thereto. Following these discussions, the Board instructed management and the Company's advisors to continue to seek to finalize documentation with Parent and Sponsor A, including seeking to encourage Sponsor A to enhance the certainty of its proposal.

On September 15, 2025, the Board held a meeting via teleconference attended by members of management as well as representatives from BofA Securities and Latham to provide an update regarding the continued discussions and negotiations with the parties, including the lack of further developments regarding Sponsor A, and the remaining open points in the draft merger agreement with Parent. The Board discussed the significant risks and uncertainties reflected in Sponsor A's proposal, including with respect to certainty, recourse, enforceability, and the inadequacy of the proposed reverse termination fee to compensate the Company for the harms if the transaction were to be terminated (as well as the risks of recoverability and illiquidity of those non-cash assets). The Board also discussed the various considerations if the Board were to consider approving the proposed transaction with Parent, including the scope of the non-solicitation provisions and the ability of the Company to terminate and pay a termination fee in order to enter into a superior proposal with Sponsor A, if it was able to obtain

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committed financing, or another party that emerged post-signing. Following these discussions, the Board instructed representatives of Latham to seek to finalize the remaining open points ahead of Parent's board meeting.

Throughout the remainder of the day on September 15, 2025, and during the course of the day on September 16, 2025, Latham and Skadden met telephonically and exchanged iterative drafts of the merger agreement to resolve the remaining open points in the draft merger agreement.

On September 16, 2025, the Board held a special meeting via teleconference attended by members of management as well as representatives from BofA Securities and Latham. Latham provided an overview of the remaining legal issues in the Parent merger agreement. BofA Securities then provided an update on discussions with Sponsor A, including the lack of progress made with respect to Sponsor A's provision of additional evidence of committed capital, or to the enhancement of its reverse termination fee.

Also on September 16, 2025, representatives of BofA Securities provided an updated customary relationships disclosure memorandum to the Company's management and Latham for sharing with the Board.

Later that day, representatives of Skadden contacted representatives of Latham to communicate certain revisions to Parent's proposal, based on feedback from Parent's board of directors in light of market rumors related to the transaction, including to (i) increase the Company's termination fee from 3.0% to 3.75% of the Company's equity value or (ii) include a "force-the-vote" provision.

Later that day, the Transaction Committee held a meeting via teleconference attended by members of management as well as representatives from BofA Securities and Latham to discuss the remaining open issues with respect to the terms of Parent's proposal, including the newly proposed terms. The Transaction Committee considered the history of its negotiations to date, including the scope and thoroughness of its strategic alternatives review process, the likelihood of receiving proposals to acquire the Company at a higher price, other than from the remaining bidders, and the price of the Sponsor A proposal relative to Parent's increased termination fee, as well as the potential deterrent effect that the increased termination fee, and, more significantly, the "force-the-vote" provision, could have on potential superior proposals. Following discussions on these topics, the Transaction Committee instructed management and the Company's advisors to seek to reduce the Company termination fee and to reject the "force-the-vote" provision.

Following the meeting of the Transaction Committee, representatives of Latham and representatives of Skadden negotiated the remaining open terms of the merger agreement, including the Company termination fee and the "force-the-vote" provision. Representatives of Skadden indicated that Parent would be unwilling to reduce its proposed termination fee but agreed to remove the "force-the-vote" provision.

Following the discussion between Latham and Skadden, members of the Transaction Committee discussed with representatives from BofA Securities and Latham the response from Parent to the Company's counterproposal. Following additional discussion among the members of the Transaction Committee, the Transaction Committee directed Latham to agree to the higher termination fee without a "force-the-vote" provision.

During the course of September 16, 2025, and September 17, 2025, representatives of Latham and representatives of Skadden resolved the remaining open issues in the Merger Agreement.

On September 17, 2025, the Board held a special meeting via teleconference attended by members of management as well as representatives from BofA Securities and Latham. During the meeting, representatives of Latham provided the Board with a summary of the Merger Agreement, including the outcome of the final negotiation of the material provisions of the Merger Agreement. The Board

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discussed the proposal from Sponsor A, including comparing that proposal to the proposal from Parent. In these discussions, the Board acknowledged that Sponsor A remained at a higher price per share, but reviewed the significant risks and uncertainties that were still reflected in Sponsor A's proposal, including, among others, with respect to inadequacy of equity commitments, closing certainty, recourse, enforceability and the inadequacy of the proposed reverse termination fee to compensate the Company for the harms if the transaction were to be terminated (as well as the risks of recoverability and illiquidity of those non-cash assets). The Board also reviewed the scope of the non-solicitation and fiduciary out provisions of the Merger Agreement, including the Company's ability to terminate to enter into a superior proposal, including with Sponsor A if it were to obtain committed financing, and the belief that the Company termination fee would not be preclusive to receiving superior proposals. Representatives of BofA Securities then reviewed its financial analysis and rendered its oral opinion to the Board (which was subsequently confirmed by delivery of a written opinion dated as of September 17, 2025) that, as of such date, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, and the matters considered and limitations, qualifications and conditions on the review undertaken in connection therewith, as described in such written opinion, the $6.60 per share consideration to be paid to the holders of the Company's common stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. For more information regarding BofA Securities opinion of the Merger Agreement, please see-Opinion of the Company's Financial Advisor.

The Board then reviewed, discussed and considered various reasons to approve the Merger Agreement and certain countervailing factors (see "-Reasons for the Mergers" and "-Recommendation of Our Board" beginning on page 48). After discussions with the Company's management and financial and legal advisors, and in light of the reasons considered, the Board (other than Mr. Behler, who abstained), acting by the requisite vote of the directors present and voting at the meeting:

Prior to the market opening on September 17, 2025, the parties executed the Merger Agreement and the ancillary agreements to be executed in connection therewith, and the Company and Parent issued a joint press release announcing their entry into the Merger Agreement.

On October 1, 2025, representatives of Parent requested permission from the Company for Parent to engage in discussions with Sponsor A regarding Sponsor A's potential participation, on a non-exclusive basis, in certain financing efforts of Parent in connection with the Merger. Representatives of the Company informed Parent that Sponsor A was subject to a confidentiality agreement and may have participated in the Company's strategic review process, and so was not prepared to grant such permission at this time, but would discuss it with the Transaction Committee and the Board.

On each of October 3, 2025 and October 4, 2025, the Transaction Committee held a meeting via teleconference attended by members of management as well as representatives from BofA Securities and Latham to discuss the request, including the various risks and benefits in considering the request, the negotiation history with Sponsor A prior to signing, the reasoning for Parent's request (including the

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benefits for the Company in cooperating with Parent's financing efforts from a deal certainty perspective and the Company's obligations, pursuant to the terms of the Merger Agreement, to assist with Parent's financing efforts), and various alternatives for mitigating those risks. Following these discussions, the Transaction Committee instructed the Company's advisors to seek certain accommodations from Parent prior to the Board being willing to consider granting the request, including allowing the Company to perform certain diligence on whether Sponsor A has any present or future intention to potentially submit to the Company a competing proposal, and to reduce the Company termination fee applicable to Sponsor A.

Following discussions and negotiations between the parties' representatives, Parent indicated that it would be willing to provide the Company with a limited waiver under the non-solicitation provisions of the Merger Agreement to permit representatives of the Company to inquire as to Sponsor A's present or future intention to potentially submit to the Company a competing proposal before Parent engaged in discussions with Sponsor A regarding its participation in Parent's financing efforts. Parent also agreed that, if the Company were to authorize Parent to engage in discussions with Sponsor A on a non-exclusive basis, Parent would be willing to modify the Merger Agreement to provide that the Company termination fee applicable to Sponsor A would be reduced from approximately 3.75% ($59,700,000) to 3% ($47,700,000) of the Company's equity value (the "Amendment").

On October 7, 2025, the Board held a special meeting via teleconference attended by members of management as well as representatives from BofA Securities and Latham. At that meeting, the Board discussed Parent's proposal, including the ability for the Company to inquire as to Sponsor A's present or future intention to potentially submit to the Company a competing proposal, the fact that any discussions between Parent and Sponsor A would be on a non-exclusive basis, the fact that Parent would be willing to reduce the Company's termination fee applicable to Sponsor A, thereby reducing the deterrent effect thereof, and the fact that the Company had not received a competing proposal from Sponsor A in the 21 days following the execution of the Merger Agreement (and that more than 30 days had elapsed since Sponsor A indicated that it would require 30 days to obtain the requisite capital commitments). Following these discussions, the Board authorized management to inquire as to Sponsor A's present or future intention to potentially submit to the Company a competing proposal, and the Board approved delivery of the Amendment subject to (i) Parent providing the Company a waiver under Section 7.3 of the Merger Agreement for representatives of the Company to discuss with Sponsor A its present or future intention to potentially submit to the Company a competing proposal and (ii) Sponsor A confirming it did not have a present or future intention to submit to the Company a competing proposal.

On October 8, 2025, following Parent's grant of the limited waiver, representatives of the Company contacted the chief executive officer of Sponsor A. The chief executive officer of Sponsor A confirmed that since the execution of the Merger Agreement, Sponsor A had not undertaken any activities or discussions with respect to a competing proposal (including with any potential sources of equity) and that, while it maintained the right to do so, it did not have a present or future intention to submit a competing proposal.

Later that day, the Company granted permission to Parent to engage with Sponsor A as a potential financing source on a non-exclusive basis, and the Amendment was executed.

Reasons for the Mergers

The Company Merger and the other transactions contemplated by the Merger Agreement were determined and declared advisable and in the best interests of the Company and its stockholders and approved by all members of the Board, other than Mr. Behler, who abstained from the Board's vote, as more fully described above in the section entitled "-Background of the Mergers." In reaching its decision to (1) determine and declare that the Merger Agreement, the Company Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of the

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Company and its stockholders, (2) duly authorize, approve and declare advisable the execution, delivery and performance of the Merger Agreement, and the consummation of the Company Merger and the other transactions contemplated by the Merger Agreement, (3) direct that the approval of the Company Merger and the other transactions contemplated by the Merger Agreement be submitted for consideration by the holders of Company Common Stock at the Special Meeting; and (4) recommend that the Company's stockholders vote in favor of the approval of the Company Merger, the Board consulted with members of Company management, as well as the Company's financial and legal advisors, and considered a number of factors, including the following material factors, which the Board viewed as supporting its decision:

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The Board also considered the following potentially negative factors in its consideration of the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement:

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The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. In reaching its decision to approve the Merger Agreement, the Company Merger and the other transactions contemplated by the Merger Agreement, the Board did not quantify or assign any relative weights to, and did not make specific assessments of, the factors considered, and individual directors may have given different weights to different factors. The Board did not reach any specific conclusion with respect to any of the factors or reasons considered.

The above factors are not presented in any order of priority. The explanation of the factors and reasoning set forth above contains forward-looking statements and should be read in conjunction with the section entitled "Cautionary Statement Regarding Forward-Looking Statements."

Recommendation of Our Board

The Board has:

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Unaudited Prospective Financial Information

While the Company has from time to time provided limited financial guidance to investors, the Company has not, as a matter of course, otherwise publicly disclosed internal projections as to future performance, earnings or other results beyond the then-current annual period due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates inherent in preparing financial projections.

However, in connection with the evaluation and negotiation of the Company Merger and the other transactions contemplated by the Merger Agreement, Company management prepared certain non-public, internal, unaudited, financial projections regarding the Company's future operations for fiscal years ending December 31, 2025 through December 31, 2029 (the "financial projections"). Company management provided the financial projections to the Board in connection with its evaluation of the Mergers, and to the Company's financial advisor, BofA Securities, for its use and reliance in connection with its financial analyses and opinions. The Company also provided the financial projections to Parent and other potential bidders who executed confidentiality agreements as part of the Company's review of strategic alternatives.

The following tables summarize the financial projections:

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Important Information About the Financial Projections

The financial projections are included in this proxy statement solely to give the Company's stockholders access to certain information that was made available to the Board, BofA Securities and potential bidders who executed confidentiality agreements with the Company as part of its strategic review process, including Parent. The financial projections have not been updated following the date such projections were approved by the Board to reflect the Company's current views of its future financial performance, and should not be treated as guidance with respect to projected results for the fiscal year ending December 31, 2025 or any other period. The financial projections are subjective in many respects and were prepared solely for the Company's internal use, for use by potential bidders in the strategic alternatives process facilitated by the Board (as more fully described in the section entitled "-Background of the Mergers") and for BofA Securities in connection with its financial analysis and fairness opinion. The financial projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or GAAP. In addition, the financial projections require significant estimates and assumptions that make them inherently less comparable to the similarly titled GAAP measures in the Company's historical GAAP financial statements. Neither the Company's independent registered public accounting firm nor any other independent accountants have compiled, examined, audited or performed any procedures with respect to the financial projections, and have not expressed any opinion or any other form of assurance regarding the financial projections or their achievability. Likewise, neither the Company's independent registered public accounting firm nor any other independent accountants assume responsibility for, and disclaim any association with, such financial projections. The report of the Company's independent registered public accounting firm contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 relates to the Company's historical financial information and does not extend to the financial projections and should not be read to do so. Furthermore, the financial projections do not take into account any circumstances or events occurring after the date they were prepared. Additionally, the inclusion of the financial projections in this proxy statement does not constitute an admission or representation by the Company that the information is material.

Certain of the above financial data were not prepared in accordance with GAAP, including Cash NOI, Core FFO, EBITDAre and Unlevered Free Cash Flow. The Company uses these non-GAAP financial measures in analyzing its financial results and believes that they enhance investors' understanding of the Company's financial performance and the comparability of its results to prior periods. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. The Company's calculation of non-GAAP financial measures may differ from others in the industry and the Company's Cash NOI, Core FFO, EBITDAre and Unlevered Free Cash Flow are not necessarily comparable with similar titles used by other companies. Reconciliations of non-GAAP financial measures were not relied upon by BofA Securities for purposes of its opinion to the Board as described below in the section entitled "-Opinion of the Company's

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Financial Advisor" or by the Board in connection with its consideration of the Mergers. In addition, financial measures provided to a board of directors or a financial advisor are excluded from the definition of non-GAAP financial measures under SEC rules and, therefore, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require, among other information, a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Accordingly, the Company has not provided a reconciliation of the financial measures included in the financial projections above.

In the view of Company management, the financial projections were prepared on a reasonable basis reflecting management's best available estimates and judgments regarding the Company's future financial performance at the time they were prepared.

The financial projections, while presented with numerical specificity, are subjective in many respects and were based on numerous variables, estimates and assumptions that are inherently uncertain and necessarily involve judgments with respect to, among other things, the Company's performance, industry performance, general business, future economic, competitive, regulatory and financial market conditions, all of which are difficult or impossible to predict and many of which are beyond the Company's or Company management's control. The financial projections are not a guarantee of future financial performance. The financial projections were developed under the assumption of continued standalone operation, including the completion of certain sales and financing activities and development and redevelopment currently in process, and the financial projections do not take into account any circumstances, transactions or events occurring (other than those for which the Company is contractually obligated) after the date on which the financial projections were prepared and do not give effect to any changes or expenses as a result of the Mergers or any effects of the Mergers. Further, the financial projections do not take into account the effect of any failure of the Mergers to be consummated and should not be viewed as accurate or continuing in that context or any other context. The financial projections also reflect assumptions as to certain business decisions that are subject to change. Given that the financial projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. Important factors that may affect actual results and cause the financial projections to not be achieved include, but are not limited to, risks and uncertainties relating to the Company's business (including its ability to achieve strategic goals, objectives and targets over applicable periods and achieve certain leasing results and maintaining occupancy of its portfolio), industry performance and dynamics, local market conditions, general business, economic, competitive, regulatory and financial market conditions, disruptions in the financial, debt, capital, credit or securities markets, its ability to obtain financing, development and redevelopment costs, changes in business strategy and other factors described in the section entitled "Cautionary Statement Regarding Forward-Looking Statements" and the risks described in the Company's periodic reports filed with the SEC, which reports can be found as described under "Where You Can Find More Information." As a result, actual results may differ materially from those contained in the financial projections. Accordingly, there can be no assurance that the projected results summarized above will be realized. Stockholders are urged to review the Company's most recent SEC filings for a description of the reported and anticipated results of operations and financial condition and capital resources, including in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference into this proxy statement.

The financial projections also reflect assumptions that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the Company's business, changes in general business or economic conditions, certain accounting assumptions, timing of business investments, changes in actual or projected cash flows, competitive pressures and changes in tax or other laws or regulations or any other transaction or event that has occurred or that may occur and that was not anticipated when the financial projections were prepared.

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In addition, the financial projections may be affected by the Company's ability to achieve strategic goals, objectives and targets over the applicable period. Accordingly, actual results will differ, and may differ materially, from those contained in the financial projections. The financial projections should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in the Company's public filings with the SEC. There can be no assurance that the financial results in the financial projections will be realized, or that future actual financial results will not materially vary from those estimated in the financial projections. The inclusion of the financial projections and accompanying narrative in the table above should not be regarded as an indication that the Company, Parent, or their respective affiliates, advisors, officers, employees, directors, trustees or their respective representatives consider the financial projections to be necessarily predictive of actual future events, and this information should not be relied upon as such. Furthermore, the Company, Parent, and their respective affiliates, advisors, officers, employees, directors, trustees and their respective representatives can provide no assurance that actual results will not differ materially from the financial projections, and undertake no obligation to update or otherwise revise or reconcile the financial projections to reflect circumstances existing after the dates on which the financial projections were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions and estimates underlying the financial projections are shown to be in error or are no longer appropriate. Some or all of the assumptions that have been made in connection with the preparation of the financial projections may have changed since the date the financial projections were prepared. These considerations should be taken into account in reviewing the financial projections, which were prepared as of an earlier date. The Company, Parent, and their respective affiliates, advisors, officers, employees, directors, trustees and their respective representatives make no representation regarding the Company's ultimate performance compared to the information contained in the financial projections or that the financial projections will be achieved. In addition, the Company has not made and makes no representation to any stockholders or to Parent or Parent parties in the Merger Agreement or otherwise concerning the financial projections or regarding its ultimate performance compared to the information contained in the financial projections or that the projected results will be achieved. None of the Company, Parent, and their respective affiliates, advisors, officers, employees, directors, trustees and their respective representatives assumes any responsibility for the validity, reasonableness, accuracy, or completeness of the financial projections.

In light of the foregoing factors and the uncertainties inherent in the financial projections, stockholders are cautioned not to place undue, if any, reliance on the financial projections.

Opinion of the Company's Financial Advisor

Opinion of the Company's Financial Advisor

The Company has retained BofA Securities to act as the Company's financial advisor in connection with the Mergers. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. The Company selected BofA Securities to act as its financial advisor in connection with the Mergers on the basis of BofA Securities' experience in transactions similar to the Mergers, its reputation in the investment community and its familiarity with the Company and its business.

On September 17, 2025, at a meeting of the Board held to evaluate the Mergers, BofA Securities delivered to the Board an oral opinion, which was confirmed by delivery of a written opinion dated September 17, 2025, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the Company Merger Consideration to be received by holders of Company Common Stock (other than Excluded Shares) was fair, from a financial point of view, to such holders.

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The full text of BofA Securities' written opinion to the Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C to this document and is incorporated by reference herein in its entirety. The following summary of BofA Securities' opinion is qualified in its entirety by reference to the full text of the opinion. BofA Securities delivered its opinion to the Board for the benefit and use of the Board (in its capacity as such) in connection with and for purposes of its evaluation of the Company Merger Consideration from a financial point of view. BofA Securities' opinion does not address any other aspects or implications of the Mergers, including, without limitation, the form or structure of the Mergers, any related transaction or any other agreement, arrangement or understanding entered into in connection with or related to the Mergers or otherwise, and no opinion or view was expressed as to the relative merits of the Mergers in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Mergers. BofA Securities' opinion does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed Mergers or any other matter.

In connection with rendering its opinion, BofA Securities:

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of the Company that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the financial projections, BofA Securities was advised by the Company, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company. BofA

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Securities relied, at the direction of the Company, upon the assessments of the management of the Company as to the potential impact of market, governmental or regulatory trends and developments relating to or affecting the Company and its business. BofA Securities did not make or was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company, nor did it make any physical inspection of the properties or assets of the Company. BofA Securities did not evaluate the solvency or fair value of the Company or Parent under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of the Company, that the Mergers would be consummated in accordance with their terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Mergers, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on the Company or the contemplated benefits of the Mergers. BofA Securities also assumed, at the direction of the Company, that the final executed Merger Agreement would not differ in any material respect from the Draft Agreement reviewed by BofA Securities.

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the Mergers (other than the Company Merger Consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Mergers, the form or structure, or financial or other terms, aspects or implications of any related transactions or any terms, aspects or implications of any voting or support agreements or any governance or other arrangements, agreements or understandings entered into in connection with or related to the Mergers, any related transactions or otherwise. BofA Securities' opinion was limited to the fairness, from a financial point of view, of the Company Merger Consideration to be received by the holders of Company Common Stock (other than Excluded Stock) and no opinion or view was expressed with respect to any consideration received in connection with the Mergers by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Mergers, or class of such persons, relative to the Company Merger Consideration. Furthermore, no opinion or view was expressed as to the relative merits of the Mergers in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Mergers. BofA Securities did not express any opinion as to the prices at which Company Common Stock would trade at any time, including following announcement or consummation of the Mergers. BofA Securities also did not express any view or opinion with respect to, and BofA Securities relied, at the direction of the Company, upon the assessment of representatives of the Company regarding legal, regulatory, accounting, tax and similar matters relating to the Company and the Mergers, as to which matters BofA Securities understood that the Company obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Securities expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Mergers or any related matter. Except as described above, the Company imposed no other limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

BofA Securities' opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. BofA Securities' opinion noted that the credit, financial and stock markets have been experiencing unusual volatility and BofA Securities expressed no opinion or view as to any potential effects of such volatility on the Company or the Mergers. It should be understood that subsequent developments may affect its opinion, and BofA Securities does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Securities' opinion was approved by a fairness opinion review committee of BofA Securities.

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The following represents a brief summary of the material financial analyses presented by BofA Securities to the Board in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

Summary of BofA Securities' Financial Analyses

Selected Publicly Traded Companies Analysis. BofA Securities reviewed publicly available financial and stock market information for the Company and the following six real estate investment trusts and property management companies:

BofA Securities selected the selected publicly traded companies based on its professional judgment and experience. BofA Securities reviewed, among other things, per share equity values, based on closing stock prices on September 12, 2025, of the selected publicly traded companies as a multiple of fiscal year 2025 and fiscal year 2026 estimated funds from operations ("FFO"). BofA Securities then applied fiscal year 2025 multiples of 9.2x to 18.5x derived from the selected publicly traded companies to the Company's fiscal year 2025 estimated FFO and applied fiscal year 2026 multiples of 8.8x to 17.8x derived from the selected publicly traded companies to the Company's fiscal year 2026 estimated FFO. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts' estimates, and estimated financial data of the Company were based on the financial projections. This analysis indicated the following approximate implied per share equity value reference ranges for the Company, as compared to the Company Merger Consideration:

No company used in this analysis is identical or directly comparable to the Company. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments by BofA Securities concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which the Company was compared.

Discounted Cash Flow Analysis. BofA Securities performed a discounted cash flow analysis of the Company to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that the Company was forecasted to generate during the Company's third and fourth quarters of fiscal year 2025 and during fiscal years 2026 through 2029 based on the financial projections. BofA Securities calculated terminal values for the Company by applying a range of perpetuity growth rates of 2.50% to 3.00% to the Company's estimated terminal year unlevered, after-tax free cash flows. The cash flows and

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terminal values were then discounted to present value as of June 30, 2025, assuming a mid-year convention for cash flows, using discount rates ranging from 7.4% to 8.0%, which were based on an estimate of the Company's weighted average cost of capital. This analysis indicated the following approximate implied per share equity value reference ranges for the Company as compared to the Company Merger Consideration:

Other Factors

In rendering its opinion, BofA Securities also reviewed and considered other factors, including:

Miscellaneous

As noted above, the discussion set forth above is a summary of the material financial analyses presented by BofA Securities to the Board in connection with its opinion and is not a comprehensive description of all analyses undertaken by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities' analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company and Parent. The estimates of the future performance of the Company in or underlying BofA Securities' analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities' analyses. These analyses were prepared solely as part of BofA Securities' analysis of the fairness, from a financial point of view, of the Company Merger Consideration and were provided to the Board in connection with the delivery of BofA Securities' opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may

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trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities' view of the actual values of the Company or Parent.

The type and amount of consideration payable in the Mergers were determined through negotiations between the Company and Parent, rather than by any financial advisor, and were approved by the Board. The decision to enter into the Merger Agreement was solely that of the Board. As described above, BofA Securities' opinion and analyses were only one of many factors considered by the Board in its evaluation of the proposed Mergers and should not be viewed as determinative of the views of the Board or management with respect to the Mergers or the Company Merger Consideration.

The Company has agreed to pay BofA Securities for its services in connection with the Mergers an aggregate fee currently estimated to be approximately $34.8 million, $3 million of which was payable and paid in connection with the delivery of its opinion and the remainder of which is contingent upon the completion of the Mergers. A discretionary fee may also be paid to BofA Securities upon the completion of the Mergers in the sole discretion of the Company. The Company also has agreed to reimburse BofA Securities for its expenses incurred in connection with BofA Securities' engagement and to indemnify BofA Securities, any controlling person of BofA Securities and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in the equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, Parent and certain of their respective affiliates.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to the Company and/or certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as lender under certain term loans, letters of credit, leasing and other facilities of the Company and/or certain of its affiliates and (ii) having provided or providing certain treasury management services and products to the Company and/or certain of its affiliates. From August 1, 2023 through July 31, 2025, BofA Securities and its affiliates derived aggregate revenues from the Company and its affiliates of approximately $3 million for investment and corporate banking services.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to Parent and/or certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) having acted as manager under certain debt offerings of Parent and/or certain of its affiliates, (ii) having acted or acting as lender under certain term loans, letters of credit, leasing and other facilitates of Parent and/or certain of its affiliates, (iii) having provided or providing certain treasury management services and products to Parent and/or certain of its affiliates and (iv) having provided or providing certain derivatives and foreign exchange trading services to Parent and/or certain of its affiliates. In addition, certain of our affiliates maintain commercial (including vendor and/or customer) relationships with Parent and/or certain of its affiliates. From August 1, 2023 through July 31, 2025, BofA Securities and its affiliates derived aggregate revenues from Parent and its affiliates of approximately $44 million for investment banking and corporate banking services.

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As of the date of its fairness opinion, BofA Securities and its affiliates were working with Parent and its affiliates on one or more investment and corporate banking matters unrelated to the Mergers and BofA Securities believes, based on the information available to it as of the date of its fairness opinion, that the aggregate revenues BofA Securities and its affiliates will derive from Parent and its affiliates for those concurrent investment and corporate banking services may be more than the fees payable to BofA Securities for its services in connection with the Mergers. In addition, in the ordinary course of its respective businesses, BofA Securities and its affiliates (including members of BofA Securities' deal team working with the Company on the Mergers) has pitched, is currently pitching, and/or will continue to pitch, additional investment and corporate banking services unrelated to the Mergers to Parent and its affiliates but how much, if any, additional investment and corporate banking business and revenues will result from those efforts is subject to numerous factors beyond the control of BofA Securities and its affiliates.

As of the close of trading on September 17, 2025, the date of BofA Securities' fairness opinion, BofA Securities and its affiliates held on a non-fiduciary basis (i) outstanding shares of Company Common Stock having a market value of approximately $7 million as of such date, representing less than 0.5% of the outstanding Company Common Stock as of such date and (ii) outstanding common stock of Parent having a market value of approximately $146 million as of such date, representing less than 2.5% of the outstanding common stock of Parent as of such date.

Financing of the Mergers

The Mergers are not conditioned on any financing arrangements. The Parent Parties have represented in the Merger Agreement that Parent had, as of the date of the Merger Agreement, and the Parent Parties will have available, as of the Company Merger Effective Time, sufficient funds or other sources of immediately available funds to pay all amounts required to be paid in connection with the Mergers (including, without limitation, payment of the Company Merger Consideration, payment of the Partnership Merger Consideration, repayment or refinancing of debt of any Acquired Company contemplated by the Merger Agreement, payment of all amounts discussed in the section of this proxy statement captioned "The Merger Agreement-Treatment of Company Compensatory Awards and Operating Partnership Compensatory Awards," and payment of all other fees and expenses and obligations required to be paid or satisfied by the Parent Parties in connection with the Mergers).

Interests of the Company's Directors and Executive Officers in the Mergers

Certain members of our Board and certain of the Company's executive officers have various interests in the Mergers that may be in addition to, or different from, the interests of Company stockholders generally. The members of the Board were aware of these potential interests and considered these potential interests at the time they approved the Merger Agreement and in making their recommendation that the Company stockholders approve the Merger Proposal. These potential interests are described below.

For purposes of this section, the "executive officers" include Albert Behler, Peter Brindley, Ermelinda Berberi, Timothy Dembo, Wilbur Paes and Gage Johnson, and the "directors" include Frederic Arndts, Martin Bussmann, Karin Klein, Mark Patterson, Hitoshi Saito, Paula Sutter, Greg Wright, Peter Linneman, Katharina Otto-Bernstein and Thomas Armbrust. In accordance with SEC rules, we have included any individual who served as an executive or director since January 1, 2024 and, as such, have included Messrs. Paes and Johnson (whose employment terminated in 2025) as executive officers, and Messrs. Armbrust and Linneman and Ms. Otto-Bernstein (who no longer serve on the Board) as directors.

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Treatment of Company Compensatory Awards and Operating Partnership Compensatory Awards

Each of our directors and executive officers hold outstanding Company Compensatory Awards and/or Operating Partnership Compensatory Awards.

Company Compensatory Awards

At the Company Merger Effective Time, and as a result of the Company Merger:

Operating Partnership Compensatory Awards

Effective at the Partnership Merger Effective Time and as a result of the Partnership Merger:

The following table sets forth, for each of our executive officers and non-employee directors who served in such role at any point since January 1, 2024, the aggregate number of outstanding (i) Company Restricted Shares, (ii) Operating Partnership LTIP Units (both vested and unvested), (iii) Operating Partnership AOLTIP Units (both vested and unvested), (iv) Company Common Stock and (v) Operating Partnership Common Units held as of October 10, 2025. Each of Albert Behler and Gage Johnson hold Company Options that will be cancelled for no consideration and accordingly such Company Options are not listed below. No other executive officers or directors hold outstanding Company Options.

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Change of Control Severance Benefits

Messrs. Behler and Brindley have entered into employment agreements, and Ms. Berberi and Mr. Dembo are participants in the Paramount Group, Inc. Executive Severance Plan (as amended, the "Executive Severance Plan"), each of which provides that the applicable executive will be eligible to receive payments and other benefits in the event of a qualifying termination of employment following a change in control.

Albert Behler and Peter Brindley Employment Agreements

Pursuant to the terms of the employment agreements with Messrs. Behler and Brindley, upon the termination of the applicable executive's employment by the Company without "cause" or by the applicable executive for "good reason" (each, as defined in the applicable employment agreement), in either case, within two years following a change in control (which would include the Mergers), then subject to the executive signing a separation agreement and mutual release, the executive will be entitled to the following severance payments and benefits:

Pursuant to their respective employment agreements, Mr. Behler is subject to a non-compete and non-solicitation restrictive covenant that applies during his employment and for a period of up to eight months following his termination of employment with the Company, and Mr. Brindley is subject to a non-compete and non-solicitation restrictive covenant that applies during his employment and for a period of up to 12 months following his termination of employment with the Company.

Executive Severance Plan

The Company maintains the Executive Severance Plan for the benefit of certain specified officers who are not parties to an employment agreement, including Ms. Berberi and Mr. Dembo. In connection with approving the Merger Agreement, our Board approved an amendment that provides for certain enhanced severance payments and benefits. Pursuant to the amendment, if the applicable executive's employment is terminated by the Company or one of its subsidiaries without "cause" (as defined in the Executive Severance Plan) during the 12-month period following a change in control of the Company (which would include the Mergers), the applicable executive will be entitled to receive, in a single lump sum, (i) cash severance in an amount equal to two times the sum of (x) the applicable executive's base salary and (y) target annual bonus opportunity, (ii) a pro-rated bonus for the year of termination and (iii) an amount equal to the annual premium payable by us for the executive's health and dental insurance. The foregoing severance payments and benefits are subject to the executive's timely execution and nonrevocation of a release of claims and continued compliance with restrictive covenants, including customary confidentiality provisions and noncompetition and nonsolicitation covenants.

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Retention Bonuses

In connection with approving the Merger Agreement, our Board approved retention bonuses for Mr. Behler ($1,134,000), Mr. Brindley ($577,500), Ms. Berberi ($475,000) and Mr. Dembo ($360,000).

The retention bonuses were granted pursuant to a retention bonus letter agreement and will be paid within 30 days following the earlier to occur of (i) June 30, 2026, subject to the applicable executive's continued employment, and (ii) the applicable executive's termination of employment by the Company or its subsidiaries without cause (or, with respect to Messrs. Behler and Brindley, by the applicable executive for good reason), in each case, following the Closing. Payment of the retention bonus will be subject to the executive's continued compliance with restrictive covenants and, in connection with a qualifying termination of employment, timely execution and non-revocation of a general release of claims and continued compliance with restrictive covenants.

Future Compensation Actions

Under the Merger Agreement, the Company may grant transaction bonuses not to exceed a maximum aggregate transaction bonus pool of $5,000,000. Transaction bonuses may be granted to any employee of the Company (including the Company's executive officers other than Mr. Behler), and must be approved by the Company's non-employee directors (or a duly authorized non-employee director delegate), in consultation with Parent. As of the date of this proxy statement, the Company has not approved any transaction bonuses.

New Compensation Arrangements with Parent

Certain of the Company's executive officers may continue to provide employment or other services to Parent after the Closing and may enter into new agreements, arrangements or understandings with Parent to set forth the terms and compensation of such post-Closing service. As of October 10, 2025, no such agreements, arrangements or understandings with Parent exist.

Employee Benefits

The Merger Agreement requires Parent to provide or cause to be provided certain compensation, severance and benefits for a period of one year following the Closing Date for continuing employees, including executive officers, of the Company and its subsidiaries, and to take certain actions in respect of employee benefits provided to such employees. For a detailed description of these requirements, please see the section of this proxy statement captioned "The Merger Agreement-Employee Matters."

Indemnification; Directors' and Officers' Insurance

The Merger Agreement provides that for a period of six years from and after the Closing, Parent will, or will cause the Surviving Entity or the Surviving Partnership to, maintain officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Closing covering each person currently covered by the Company's or its subsidiaries' officers' and directors' liability insurance policy, on terms with respect to coverage and amount no less favorable than those of such existing policy in effect as of the date of the Merger Agreement; provided, however, neither Parent, the Surviving Entity nor the Surviving Partnership will be obligated to pay an aggregate amount for such insurance policy in excess of 500% of the amount per annum that the Company and its subsidiaries paid in its last full fiscal year prior to September 17, 2025 (the "Current Premium"). If the aggregate amount for such insurance policy would exceed 500% of the Current Premium, then Parent, the Surviving Entity or the Surviving Partnership will cause to be maintained policies of insurance that, in Parent's, the Surviving Entity's or the Surviving Partnership's good faith judgment, provide the maximum coverage available at an aggregate amount for such insurance policy equal to 500% of the Current Premium.

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Prior to the Company Merger Effective Time and in lieu of maintaining insurance policies described above, Parent will have the option to cause coverage to be extended under the Company's and its subsidiaries' officers' and directors' liability insurance policy by obtaining a "tail" policy or policies, on terms and conditions no less favorable than the existing officers' and directors' liability insurance policy, which provide persons currently covered by such policies with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred at or before the Company Merger Effective Time; provided that Parent will not be obligated to pay an aggregate amount for such "tail" policy or policies in excess of 500% of the Current Premium, and if such aggregate amount for such tail policy or policies would exceed 500% of the Current Premium, then Parent may obtain such "tail" policy or policies that, in Parent's good faith judgment, provide the maximum coverage available at an aggregate amount for such "tail" policy or policies equal to 500% of the Current Premium. If such prepaid policies have been obtained prior to the Company Merger Effective Time, the Surviving Entity or the Surviving Partnership will (and Parent will cause the Surviving Entity and Surviving Partnership to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

To the extent permitted by applicable law, during the period commencing as of the Closing and ending on the sixth anniversary of the Closing, the Surviving Entity and the Surviving Partnership will, and Parent will cause the Surviving Entity or the Surviving Partnership to: (i) indemnify, defend and hold harmless each current or former manager, director, officer, partner, member and trustee of the Company or any subsidiary of the Company (each, an "Indemnified Party" and collectively, the "Indemnified Parties") against and from any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any action to the extent such action arises out of or pertains to any action or omission or alleged action or omission in such Indemnified Party's capacity as a manager, director, officer, partner, member or trustee of the Company or any subsidiary of the Company, including such alleged acts or omissions with respect to the Merger Agreement or any of the transactions contemplated by the Merger Agreement, including the Mergers; and (ii) pay in advance of the final disposition of any such action the expenses (including reasonable attorneys' fees) of any Indemnified Party without the requirement of any bond or other security, in each case to the extent required by the governing documents of the Surviving Entity and Surviving Partnership (and in all cases subject to applicable law), but subject to the Surviving Entity's or the Surviving Partnership's receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount if it is ultimately determined that such Indemnified Party is not entitled to be indemnified. The surviving entity or the Surviving Partnership, as applicable, (i) will not settle or consent to the entry of any judgment with respect to any claim, action, suit or proceeding against any Indemnified Party for which such Indemnified Party sought indemnification without such Indemnified Party's prior written consent unless such settlement or consent includes a full release of such Indemnified Party from all liability arising out of such claim, action, suit or proceeding, (ii) will not be liable for any settlement effected without their prior written consent, and (iii) will not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction determines in a final and non-appealable order that such Indemnified Party is not entitled to such advancement or indemnification.

To the extent permitted by applicable law, the Surviving Entity and the Surviving Partnership will, and Parent agrees to cause the Surviving Entity and the Surviving Partnership to, during the period commencing as of the Closing and ending on the sixth anniversary of the Closing, honor all rights to indemnification, advancement and exculpation from liabilities for acts or omissions occurring at or prior to the Closing existing in favor of the Indemnified Parties as provided in (i) the Company governing documents, and (ii) indemnification agreements between the Company or any of its subsidiaries, on the one hand, and any Indemnified Party, on the other hand, in each case, as of the date of the Merger Agreement. In addition, such obligations must be assumed by any successor entity to Parent, the Surviving Entity or the Surviving Partnership, as applicable, as a result of any (i) consolidation or merger, or (ii) liquidation, dissolution, transfer or conveyance of all or substantially all of its properties and assets.

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Quantification of Potential Payments and Benefits

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about compensation for each of our named executive officers that is based on or otherwise relates to the Mergers and assuming the Mergers are consummated on the latest practicable date prior to the filing of this proxy statement. The compensation arrangements of our named executive officers and the equity award treatment of the Company Compensatory Awards and Operating Partnership Compensation Awards that are described in the section of this proxy statement captioned "The Mergers-Interests of the Directors and Executive Officers of the Company in the Mergers" are incorporated herein by reference.

Please note that the amounts indicated below are estimates based on the material assumptions described in the notes to the table below, which may or may not actually occur. Some of these assumptions are based on information currently available and, as a result, the actual amounts, if any, that may become payable to a named executive officer may differ in material respects from the amounts set forth below. Furthermore, for purposes of calculating such amounts, we have assumed:

Golden Parachute Compensation

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The following table quantifies each separate form of compensation included in the aggregate total amount reported in this column. All amounts listed in the below table are considered to be payable pursuant to "double-trigger" arrangements.

The following table quantifies the number of unvested Operating Partnership LTIP Units and/or Operating Partnership AOLTIP Units held by the named executive officers, and quantifies the value of such awards based on a price per share of Company Common Stock equal to Company Merger Consideration or a price per Operating Partnership Common Unit equal to the Partnership Merger Consideration (and, with respect to Operating Partnership AOLTIP Units, is reduced by the aggregate per unit Operating Partnership AOLTIP Unit participation threshold of such Operating Partnership AOLTIP Units). Depending on when the Company Merger Effective Time and Partnership Merger Effective Time occur, certain equity awards shown in the table may vest in accordance with their terms prior to the Company Merger Effective Time and Partnership Merger Effective Time. In addition, the table includes the amount of unpaid dividends that have accrued on unvested performance-based vesting Operating Partnership LTIP Units prior to the Partnership Merger Effective Time for each named executive officer, which will be paid in connection with the Closing. All amounts listed in the below table with respect to the Company Compensatory Awards and Operating Partnership Compensatory Awards are considered to be payable pursuant to "single-trigger" arrangements pursuant to the Merger Agreement.

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Material U.S. Federal Income Tax Consequences of the Company Merger

The following is a discussion of the material U.S. federal income tax consequences of the Company Merger to holders of Company Common Stock ("Common Stockholders") whose shares are surrendered in the Company Merger in exchange for the right to receive the Company Merger Consideration as described herein. This discussion is based on current law, is for general information only and is not tax advice. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury Regulations promulgated thereunder, and administrative and judicial interpretations thereof, each as in effect as of the date hereof, all of which are subject to change or to different interpretations, possibly with retroactive effect. Any such change could affect the accuracy of the statements and conclusions set forth in this discussion. The Company has not requested, and does not plan to request, any rulings from the Internal Revenue Service (the "IRS"), concerning the Company's tax treatment or the tax treatment of the Company Merger, and the statements in this proxy statement are not binding on the IRS or any court. The Company can provide no assurance that the tax consequences contained in this discussion will not be challenged by the IRS, or if challenged, will be sustained by a court.

This discussion does not address (1) U.S. federal taxes other than income taxes, (2) state, local or non-U.S. taxes, (3) tax reporting requirements, (4) the Medicare contribution tax on net investment income, (5) the alternative minimum tax, or (6) withholding taxes under Sections 1471 through 1474 of the Code (such Sections commonly referred to as "FATCA"). This discussion assumes that shares of Company Common Stock are held as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment), does not address all aspects of taxation that may be relevant to particular holders in light of their personal investment or tax circumstances or to persons that are subject to special tax rules and does not address the tax consequences of the Company Merger to holders of stock options, restricted stock, performance stock units or other awards received as compensation. In

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addition, this discussion does not address the tax treatment of special classes of Common Stockholders, including, for example:

If any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes holds Company Common Stock, the tax treatment of its partners or members generally will depend upon the status of the partner or member and the activities of the partnership. If you are a partner of a partnership or a member of a limited liability company or other entity classified as a partnership for U.S. federal income tax purposes and that entity is holding Company Common Stock, you should consult your tax advisor. Moreover, each holder should consult its tax advisor regarding the U.S. federal income tax consequences to it of the Mergers in light of its particular situation, as well as any consequences of the Mergers to such holder arising under the laws of any other taxing jurisdiction.

For purposes of this section, a "U.S. holder" means a beneficial owner of Company Common Stock that, for U.S. federal income tax purposes, is or is treated as any of the following:

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As used in this section, a "non-U.S. holder" means a beneficial owner of Company Common Stock that is neither a U.S. holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

This discussion of material U.S. federal income tax consequences is not binding on the IRS. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any described herein.

THE U.S. FEDERAL INCOME TAX RULES APPLICABLE TO THE COMPANY MERGER AND DISPOSING OF COMPANY COMMON STOCK, AND TO REITS GENERALLY, ARE HIGHLY TECHNICAL AND COMPLEX. HOLDERS OF COMPANY COMMON STOCK ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE COMPANY MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX LAWS, AND POTENTIAL CHANGES IN APPLICABLE TAX LAWS, IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

Tax Consequences of the Company Merger to the Company

The Company Merger will be a taxable transaction to the Company. The Company will be treated as selling all of its assets to REIT Merger Sub (or the regarded parent of which REIT Merger Sub is a disregarded entity) in exchange for the Company Merger Consideration and the assumption of the Company's liabilities and then making a liquidating distribution of the Company Merger Consideration to Company shareholders in exchange for their Company shares. The Company believes that certain deductions, including the dividends paid deduction, should be available to offset all of the Company's gain from the deemed sale of its assets. The Company cannot make any assurance that it will have sufficient deductions available to offset gain realized as a result of the deemed sale of its assets.

Tax Consequences of the Company Merger to U.S. Holders

The receipt of Company Merger Consideration by a U.S. holder in exchange for shares of Company Common Stock in the Company Merger will generally be a taxable transaction for U.S. federal income tax purposes. The amount of any gain or loss realized by a U.S. holder who receives Company Merger Consideration for shares of Company Common Stock in the Company Merger will generally equal the difference, if any, between the amount of Company Merger Consideration received for such shares (determined before the deduction of any applicable withholding taxes) and the U.S. holder's adjusted tax basis in such shares. The amount and character of such gain or loss and the holding period of shares will be determined separately for each block of shares of Company Common Stock (that is, shares acquired at the same cost in a single transaction) exchanged for Company Merger Consideration in the Company Merger. Any gain or loss realized by a U.S. holder upon the receipt of Company Merger Consideration in exchange for a share of Company Common Stock in the Company Merger will generally be capital gain or loss, and, except as provided below, will be long-term capital gain or loss if the U.S. holder has held such share for more than one year at the effective time of the Company Merger. However, if a U.S. holder recognizes a loss on shares it has held for six months or less, after applying certain holding period rules, the loss recognized will be treated as a long-term capital loss to the extent

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the U.S. holder received or was deemed to receive "capital gain dividends" from the Company (i.e., certain distributions that were required to be treated as long-term capital gains). Otherwise, such gain or loss will be short-term capital gain or loss which is subject to U.S. federal income tax at the same rates as ordinary income. Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals, are generally taxable at a reduced rate. The deductibility of capital losses is subject to limitations.

Tax Consequences of the Company Merger to Non-U.S. Holders

The U.S. federal income tax consequences of the Company Merger to a non-U.S. holder will depend on various factors, including whether the receipt of Company Merger Consideration in exchange for shares of Company Common Stock is treated as a distribution from the Company to its shareholders that is attributable to gain from the sale of "United States real property interests," or USRPIs. The IRS has announced in Notice 2007-55 that it intends to take the position that under current law a non-U.S. holder's receipt of a liquidating distribution from a REIT is generally subject to tax under the Foreign Investment in Real Property Tax Act, which is referred to as "FIRPTA," to the extent attributable to gain from the REIT's sale of USRPIs. The Company intends to take the position that the non-U.S. holders whose shares of Company Common Stock are exchanged for Company Merger Consideration in connection with the Company Merger will generally be subject to the position described in Notice 2007-55, and accordingly, to the extent Company Merger Consideration received by a non-U.S. holder in the Company Merger is attributable to gain from the Company's deemed sale of USRPIs (which the Company expects a substantial portion of the Company Merger Consideration to be), the Company intends to take the position that the U.S. federal income tax consequences described below in "-Distribution of Gain from the Disposition of U.S. Real Property Interests" will apply. In general, the provisions governing the taxation of distributions by REITs can be less favorable to non-U.S. holders than the taxation of sales or exchanges of REIT shares by non-U.S. holders. Non-U.S. holders should consult their tax advisors regarding the application of these provisions.

Distribution of Gain from the Disposition of U.S. Real Property Interests. Subject to the exception described below for holders of less than 10% of the Company's stock, to the extent a non-U.S. holder's receipt of Company Merger Consideration in exchange for shares of Company Common Stock is treated as a distribution attributable to gain from the Company's deemed sale of USRPIs, such amount will be treated as income effectively connected with the conduct of a U.S. trade or business of the non-U.S. holder and generally will be subject to U.S. federal income tax on a net basis in the same manner as a U.S. holder (and the non-U.S. holder would generally be required to file a U.S. federal income tax return reporting such income). The Company also may be required to withhold and to remit to the IRS 21% of any such amount. Such distribution may also be subject to an additional branch profits tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) in the hands of a non-U.S. holder that is a corporation. Notwithstanding the foregoing, if both (a) shares of Company Common Stock are treated as regularly traded on an established securities market such as NYSE at the date of the Company Merger and (b) the non-U.S. holder did not own more than 10% of the shares of Company Common Stock at any time during the one-year period ending on the date of the Company Merger, then the U.S. federal income tax consequences described in "-Taxable Sale of Shares of Company Common Stock Pursuant to the Company Merger" below would generally apply to such non-U.S. holder in lieu of the foregoing treatment. The shares of Company Common Stock are, and are anticipated to continue to be through the Company Merger Effective Time, treated as regularly traded on an established securities market.

A non-U.S. holder may be entitled to a refund or credit against the non-U.S. holder's U.S. tax liability, if any, with respect to any amount withheld pursuant to these rules, provided that the required information is furnished to the IRS on a timely basis. Non-U.S. holders should consult their tax advisors regarding withholding tax considerations.

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Taxable Sale of Shares of Company Common Stock Pursuant to the Company Merger. To the extent a non-U.S. holder's receipt of Company Merger Consideration in exchange for shares of Company Common Stock is treated as a taxable sale of such shares (rather than a distribution attributable to gain recognized by the Company on its deemed sale of USRPIs, as described above), a non-U.S. holder will generally not be subject to U.S. federal income tax on any gain realized from such sale unless:

Gain described in the first bullet point above will generally be subject to U.S. federal income tax on a net income basis at the regular U.S. federal income tax rates in the same manner as if such non-U.S. holder were a U.S. holder (and the non-U.S. holder would generally be required to file a U.S. federal income tax return reporting such income). A non-U.S. holder that is a corporation also may be subject to an additional branch profits tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) on such gain, as adjusted for certain items.

A non-U.S. holder described in the second bullet point above will generally be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of Company Common Stock in the Company Merger, which may be offset by U.S.-source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet, if a non-U.S. holder's shares of Company Common Stock constitute USRPIs, any gain recognized by such holder in the Company Merger will be treated as income effectively connected with the conduct of a U.S. trade or business of the non-U.S. holder and generally will be subject to U.S. federal income tax on a net basis in the same manner as a U.S. holder (and the non-U.S. holder would generally be required to file a U.S. federal income tax return reporting such income). A non-U.S. holder's shares of Company Common Stock generally will not constitute USRPIs if either (1) the Company is a "domestically controlled qualified investment entity" at the Company Merger effective time, or (2) both (a) shares of Company Common Stock are treated as regularly traded on an established securities market such as NYSE at the date of the Company Merger and (b) the non-U.S. holder has owned, actually and constructively, 10% or less of the Company Common Stock at all times during the shorter of (i) the five-year period ending with the Company Merger Effective Time and (ii) the non-U.S. holder's holding period for the shares. A "domestically controlled qualified investment entity" includes a REIT in which at all times during a five-year testing period less than 50% in value of its stock is held directly and indirectly by non-United States persons, subject to certain ownership rules. For purposes of determining whether a REIT is a "domestically controlled qualified investment entity," ownership generally will be determined by looking through certain pass-through entities and certain other entities. Notwithstanding the foregoing ownership rules, a person who at all applicable times holds less than 5% of a class of a REIT's stock that is "regularly traded" on an established securities market in the United States is treated as a United States person unless the REIT has actual knowledge that such person (i) is not a United States person or (ii) in certain cases, is a foreign-controlled entity. The Company believes, but cannot guarantee, that it has been and currently is "domestically controlled" as of the date of this proxy statement, but because the Company's Common Stock is, and is anticipated to continue to be up

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to the Company Merger Effective Time, publicly traded, no assurances can be given that the Company will continue to qualify as a "domestically controlled qualified investment entity" at the Company Merger Effective Time.

Information Reporting and Backup Withholding

Backup withholding, currently at a rate of 24%, and information reporting may apply to the cash received pursuant to the exchange of Company Common Stock in the Company Merger. Backup withholding will not apply, however, to a holder who:

Backup withholding is not an additional tax and any amount withheld under these rules may be credited against the holder's U.S. federal income tax liability and may entitle the holder to a refund if required information is timely furnished to the IRS.

THE FOREGOING DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OF THE POTENTIAL TAX CONSEQUENCES RELATING TO THE COMPANY MERGER AND IS NOT TAX ADVICE. THEREFORE, COMMON STOCKHOLDERS ARE STRONGLY URGED TO CONSULT THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE COMPANY MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL, NON-U.S. INCOME AND OTHER TAX LAWS IN THEIR PARTICULAR CIRCUMSTANCES.

Delisting and Deregistration of Company Common Stock

If the Mergers are completed, Company Common Stock will be delisted, will no longer be traded on the NYSE and will be deregistered under the Exchange Act.

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THE MERGER AGREEMENT

The following summarizes the material provisions of the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. The summary of the material terms of the Merger Agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and which the Company incorporates by reference into this proxy statement. The Company recommends that you read the Merger Agreement attached to this proxy statement as Annex A and the Amendment attached to this proxy statement as Annex B carefully and in their entirety, as the rights and obligations of the parties are governed by the express terms of the Merger Agreement and the Amendment and not by this summary or any other information contained in this proxy statement.

The Merger Agreement contains representations and warranties made by, and to, the Company, the Operating Partnership, Parent, REIT Merger Sub and Operating Merger Sub. These representations and warranties, which are set forth in the copy of the Merger Agreement attached to this proxy statement as Annex A, were made for the purposes of negotiating and entering into the Merger Agreement between the parties, or may have been used for the purpose of allocating risk between the parties instead of establishing such matters as facts. In addition, these representations and warranties may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Merger Agreement, were made as of specified dates, and may be subject to standards of materiality different from what may be viewed as material to the Company's stockholders. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement. You should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company or its affiliates.

The Mergers

Partnership Merger

Pursuant to the Merger Agreement and in accordance with the DRULPA, at the Partnership Merger Effective Time, Operating Merger Sub will merge with and into the Operating Partnership, and the separate existence of Operating Merger Sub will cease, with the Operating Partnership surviving the Partnership Merger. Upon completion of the Partnership Merger, the Surviving Partnership will be indirectly controlled by Parent.

At the Partnership Merger Effective Time, each Operating Partnership Common Unit issued and outstanding immediately prior to the Partnership Merger Effective Time (other than Operating Partnership Common Units held by the Acquired Companies or by the Parent Parties or their respective subsidiaries) will be converted into the right to receive Partnership Merger Consideration, as discussed in the section of this proxy statement captioned "The Merger Agreement-Treatment of Operating Partnership Common Units and Company Common Stock."

Company Merger

Pursuant to the Merger Agreement and in accordance with the MGCL, at the Company Merger Effective Time, the Company will merge with and into REIT Merger Sub, and the separate existence of the Company will cease, with REIT Merger Sub surviving the Company Merger, such that following and as a result of the Company Merger, the Surviving Entity and the Surviving Partnership will be indirectly controlled by Parent. Upon completion of the Company Merger, the Surviving Entity will be indirectly controlled by Parent.

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At the Company Merger Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Company Merger Effective Time (other than Company Common Stock held by the Acquired Companies or by the Parent Parties or their respective subsidiaries and other than Company Restricted Shares) will be converted into the right to receive Company Merger Consideration, as discussed in the section of this proxy statement captioned "The Merger Agreement-Treatment of Operating Partnership Common Units and Company Common Stock."

Following the completion of the Company Merger, Company Common Stock will be delisted, will no longer be traded on NYSE and will be deregistered under the Exchange Act.

Closing Date; Partnership Merger Effective Time and Company Merger Effective Time

The Closing will take place (i) by electronic exchange of documents and signatures three business days following the satisfaction (or waiver, if permitted by applicable law) of the last to be satisfied of the conditions set forth in the Merger Agreement (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to the satisfaction (or waiver, if permitted by applicable law) of those conditions), or (ii) such other place or date as may be agreed in writing by the Company and Parent.

Partnership Merger Effective Time

Substantially contemporaneously with the Closing, Operating Merger Sub, the Operating Partnership, the Company and Parent will (i) cause the Articles of Partnership Merger to be duly executed and filed with the DE SOS in accordance with the DRULPA, and (ii) make any other filings, recordings or publications required to be made by the Operating Partnership or Operating Merger Sub under the DRULPA in connection with the Partnership Merger. The Partnership Merger will become effective at the Partnership Merger Effective Time. The parties will cause the Partnership Merger Effective Time to occur immediately prior to the Company Merger Effective Time.

Company Merger Effective Time

On the Closing Date, and immediately after the filing of the Articles of Partnership Merger, REIT Merger Sub, the Company and Parent will (i) cause Articles of Company Merger to be duly executed and filed with the SDAT in accordance with the MGCL, and (ii) make any other filings, recordings or publications required to be made by the Company or REIT Merger Sub under the MGCL in connection with the Company Merger. The Company Merger will become effective at the Company Merger Effective Time. The parties will cause the Company Merger Effective Time to occur immediately after the Partnership Merger Effective Time.

Treatment of Operating Partnership Common Units and Company Common Stock

Operating Partnership Common Units

At the Partnership Merger Effective Time, each Operating Partnership Common Unit, or fraction thereof, issued and outstanding immediately prior to the Partnership Merger Effective Time (other than Operating Partnership Common Units held by the Acquired Companies or by the Parent Parties or their respective subsidiaries) will be automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) the Conversion Factor in effect on such date with respect to such Operating Partnership Common Units multiplied by (ii) $6.60, without interest. The amount in cash payable to the holders of Operating Partnership Common Units is also subject to decrease in the event the Operating Partnership declares and pays any additional dividends in cash or property other than stock, which dividends are necessary to maintain the Company's tax status as a REIT.

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Each Operating Partnership Common Unit held by the Acquired Companies, the Parent Parties or their respective subsidiaries which is issued and outstanding immediately prior to the Partnership Merger Effective Time will be automatically retired and will cease to exist, and no consideration will be paid, nor will any right inure or be made with respect thereto in connection with or as a consequence of the Mergers.

Company Common Stock

At the Company Merger Effective Time, each share of Company Common Stock, or fraction thereof, issued and outstanding immediately prior to the Company Merger Effective Time (other than Company Common Stock held by the Acquired Companies or by the Parent Parties or their respective subsidiaries and other than Company Restricted Shares) will be automatically cancelled and converted into the right to receive an amount in cash equal to $6.60 per share, without interest. The amount in cash payable to the stockholders is also subject to decrease in the event the Company declares and pays any additional dividends in cash or property other than stock, which dividends are necessary to maintain the Company's tax status as a REIT.

Each share of Company Common Stock held by the Acquired Companies, the Parent Parties or their respective subsidiaries which is issued and outstanding immediately prior to the Company Merger Effective Time will be automatically retired and will cease to exist, and no consideration will be paid, nor will any right inure or be made with respect thereto in connection with or as a consequence of the Mergers.

Company Options

At the Company Merger Effective Time and as a result of the Company Merger, each Company Option that is outstanding immediately prior to the Company Merger Effective Time will be cancelled for no consideration.

Company Restricted Shares

At the Company Merger Effective Time and as a result of the Company Merger, each Company Restricted Share that is outstanding immediately prior to the Company Merger Effective Time will be cancelled and converted into the right to receive a cash payment equal to the Company Merger Consideration (subject to applicable withholding taxes), without interest.

Operating Partnership LTIP Units

At the Partnership Merger Effective time, each Operating Partnership LTIP Unit (within the meaning of the OP Agreement) granted on September 8, 2023 and is subject to time-based vesting conditions will vest, and the Operating Partnership LTIP Unit will be converted into Operating Partnership Common Units. In addition, Operating Partnership LTIP Units whose book-up target is not zero will be cancelled and converted into the right to receive an amount in cash equal to the product of (x) the applicable conversion factor set forth in the OP Agreement and (y) the Company Merger Consideration (subject to applicable withholding taxes), without interest.

Operating Partnership AOLTIP Units

At the Partnership Merger Effective Time, each award of Operating Partnership AOLTIP Units (within the meaning of the OP Agreement) that vests based on the achievement of certain performance goals, and that is unvested and outstanding immediately prior to the Partnership Merger Effective Time, will become vested in full (with the applicable performance goals being deemed satisfied at the

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"maximum" level of performance), and will be converted into Operating Partnership Common Units based on the applicable conversion factor set forth in the OP Agreement and such Operating Partnership Common Units will be cancelled and converted into the right to receive the Partnership Merger Consideration.

No Further Ownership Rights

From and after the Partnership Merger Effective Time, all Operating Partnership Common Units (other than Operating Partnership Common Units held by the Acquired Companies or by the Parent Parties or their respective subsidiaries) will no longer be outstanding and will be automatically cancelled and will cease to exist, and each holder of Operating Partnership Common Units (other than Operating Partnership Common Units held by the Acquired Companies or by the Parent Parties or their respective subsidiaries) will cease to have any rights with respect thereto, except for the right to receive the Partnership Merger Consideration therefor in accordance with the Merger Agreement.

The Company Merger Consideration paid upon proper surrender of any certificates (or automatically in the case of book- entry shares of Company Common Stock) will be deemed to have been paid in full satisfaction of all rights pertaining to such certificates or book-entry shares.

From and after the Company Merger Effective Time, all shares of Company Common Stock will no longer be outstanding and will be automatically cancelled and will cease to exist, and each holder of a share of Company Common Stock will cease to have any rights with respect thereto, except for the right to receive the Company Merger Consideration therefor in accordance with the Merger Agreement.

Payment Procedures

At or prior to the Partnership Merger Effective Time, Parent will deposit, or cause to be deposited, with a nationally recognized, reputable U.S. bank or trust company that is subject to the Company's reasonable prior approval (the "Paying Agent") cash in U.S. dollars in an amount that is sufficient in the aggregate to enable the Paying Agent to make the payments of the Company Merger Consideration and the Partnership Merger Consideration (the "Exchange Fund"). In the event the Exchange Fund is insufficient to make such payments, Parent will promptly deposit, or cause to be deposited, with the Paying Agent such additional funds to ensure that the Paying Agent has sufficient funds to make such payments. The Paying Agent will make payments of the Company Merger Consideration and Partnership Merger Consideration in accordance with the Merger Agreement.

As soon as practicable after the Partnership Merger Effective Time (and in no event later than three business days after the Partnership Merger Effective Time), Parent or the Surviving Partnership will cause the Paying Agent to, in accordance with (and as required by) the Paying Agent's customary procedures, issue and deliver to each holder of Operating Partnership Common Units (other than Operating Partnership Common Units held by the Acquired Companies or the Parent Parties and their affiliates) as of immediately prior to the Partnership Merger Effective Time a check or wire transfer representing the applicable Partnership Merger Consideration out of the Exchange Fund that such holder has the right to receive, without such holder being required to deliver an executed letter of transmittal to the Paying Agent. Subject to and in accordance with the Paying Agent's customary procedures and such other procedures as agreed by the Company, Parent and the Paying Agent, such Operating Partnership Common Units will be automatically cancelled. No interest will be paid or accrued for the benefit of holders of Operating Partnership Common Units on the Partnership Merger Consideration payable in respect of such Operating Partnership Common Units.

As soon as practicable after the Company Merger Effective Time (and in no event later than three business days after the Company Merger Effective Time), Parent or the Surviving Entity will cause the Paying Agent to mail to each person that was, immediately prior to the Company Merger Effective Time,

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a holder of record of shares of Company Common Stock represented by certificates, which shares of Company Common Stock were converted into the right to receive the Company Merger Consideration at the Company Merger Effective Time pursuant to the Merger Agreement: (i) a letter of transmittal, which will be in a customary form reasonably acceptable to the Company and Parent prior to the Company Merger Effective Time and will specify that delivery will be effected, and risk of loss and title to the certificates will pass, only upon delivery of the certificates to the Paying Agent and (ii) instructions for effecting the surrender of the certificates in exchange for payment of the Company Merger Consideration, the forms of which will be subject to the reasonable approval of the Company prior to the Company Merger Effective Time.

Upon surrender to the Paying Agent of such certificates (or an affidavit of loss in lieu of a certificate as described below), together with delivery of a properly executed letter of transmittal, the holder of such certificates will be entitled to receive the amount of cash to which such holder (or transferee) is entitled pursuant to the Merger Agreement, and any certificate so surrendered will be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of any such certificate. Exchange of book-entry shares representing shares of Company Common Stock will be effected in accordance with the Paying Agent's customary procedures with respect to securities represented by book entry. If any certificate will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if requested by Parent, the posting by such person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent (or, if subsequent to the termination of the Exchange Fund, Parent) will issue, in exchange for such lost, stolen or destroyed certificate, the Company Merger Consideration into which the shares of Company Common Stock represented by such certificate.

On or after the first anniversary of the Company Merger Effective Time, the Surviving Entity will be entitled to cause the Paying Agent to deliver to the Surviving Entity or the Surviving Partnership, as applicable, any funds made available by Parent to the Paying Agent which have not been disbursed to holders of shares of Company Common Stock or Operating Partnership Common Units (in each case as of immediately prior to the Company Merger Effective Time), as applicable, and thereafter, such holders will be entitled to look to Parent, the Surviving Entity or the Surviving Partnership, as applicable, with respect to the cash amounts payable upon surrender of their shares of Company Common Stock or Operating Partnership Units, as applicable. None of Parent, the Surviving Entity, the Surviving Partnership or the Paying Agent or any other person will be liable to any holder of Company Common Stock or Operating Partnership Units for any Company Merger Consideration or Partnership Merger Consideration, respectively, or other amounts properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any amounts remaining unclaimed by such holders of Company Common Stock or Operating Partnership Common Units immediately prior to the time at which such amounts would otherwise escheat to, or become the property of, any governmental authority will, to the extent permitted by applicable law, become the property of the Surviving Entity or Surviving Partnership, respectively, free and clear of any claims or interest of any such holders or their successors, assigns or personal representatives previously entitled thereto.

As of the Company Merger Effective Time, the Company's stock transfer books will be closed and thereafter there will be no further registration of transfers of Company Common Stock on the Company's records. If, after the Company Merger Effective Time, book-entry shares representing Company Common Stock are presented to the Surviving Entity for transfer, they will be cancelled and exchanged as provided in the Merger Agreement.

As of the Partnership Merger Effective Time, the Operating Partnership's unit transfer books will be closed, and thereafter, there will be no further registration of transfers of Operating Partnership Common Units on the Operating Partnership's records.

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Representations and Warranties

The Company and the Operating Partnership have made customary representations and warranties in the Merger Agreement that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or in the disclosure letters delivered in connection therewith. These representations and warranties relate to, among other things:

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Many of the Company's and the Operating Partnership's representations and warranties are qualified by the concept of a "material adverse effect." Under the Merger Agreement, a "Company material adverse effect" means, with respect to the Company and the Operating Partnership, any change, condition, occurrence, effect, event, circumstance or development (each an "effect", and collectively, "effects"), that, individually or in the aggregate, (i) has had, or would reasonably be expected to have, a material adverse effect on the business, properties, assets, liabilities, financial condition or results of operations of the Acquired Companies, taken as a whole or (ii) does or would reasonably be expected to prevent or materially impair or materially delay the Company Parties' ability to consummate the Mergers prior to 11:59 p.m., Eastern Time, March 17, 2026; provided, however, that for purposes of clause (i), no effect directly or indirectly resulting from, attributable to or arising out of any of the following will (either alone or in combination) be deemed to be or constitute a "Company material adverse effect," and no effect directly or indirectly resulting from, attributable to or arising out of any of the following will be taken into account when determining whether a Company material adverse effect has occurred, or would reasonably be expected to occur except (solely with respect to the first six bullets below) to the extent such effects disproportionately affect the Acquired Companies relative to other similarly situated companies operating in any industry in which the Acquired Companies operate (in which case, the incremental disproportionate effects may be taken into account in determining whether there has occurred a "Company material adverse effect"):

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The Merger Agreement also contains customary representations and warranties made, jointly and severally, by Parent Parties that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or in the disclosure letters delivered in connection therewith. These representations and warranties relate to, among other things:

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The representations and warranties of each of the parties to the Merger Agreement will expire at the Company Merger Effective Time.

Conduct of the Company's Business Pending the Mergers

The Company has agreed that, subject to certain exceptions in the Merger Agreement and the disclosure letters delivered in connection therewith, from and after the date of the Merger Agreement until the earlier of the Company Merger Effective Time or termination of the Merger Agreement in accordance with its terms, the Company will, and will cause its subsidiaries to:

The Company has also agreed that, subject to certain exceptions in the Merger Agreement and the disclosure letters delivered in connection therewith, from the date of the Merger Agreement until the earlier of the Company Merger Effective Time or termination of the Merger Agreement in accordance with its terms, it will not, and will not cause or permit any of its subsidiaries to, do any of the following without the prior written consent of Parent (which consent will not be unreasonably withheld, delayed or conditioned):

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Notwithstanding the foregoing, nothing contained in the Merger Agreement will give the Parent Parties, directly or indirectly, the right to control or direct any of the Acquired Companies' operations prior to the Partnership Merger Effective Time or the Company Merger Effective Time, as applicable. Prior to the Partnership Merger Effective Time or the Company Merger Effective Time, as applicable, the Company or the Operating Partnership, as applicable, will exercise, consistent with the terms and conditions of the Merger Agreement, complete control and supervision over its and its subsidiaries' respective operations.

Notwithstanding anything to the contrary set forth in the Merger Agreement, nothing will prohibit the Company from taking any action, or refraining from taking any action, at any time or from time to time, if in the reasonable good faith judgment of the Board (or any committee thereof), upon advice of counsel to the Company, such action or inaction is reasonably necessary (i) for the Company to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Company Merger Effective Time or avoid or to continue to avoid incurring entity level income or excise taxes under the Code, or (ii) to establish or maintain any exemption from or otherwise avoid the imposition of any requirement that any of the Acquired Companies be registered as an investment company under the Investment Company Act of 1940, as amended, including in the case of clause (i) only, making dividend or any other actual, constructive or deemed distribution payments to stockholders of the Company in accordance with or as otherwise permitted by the Merger Agreement; provided, however, that in the case of each of clauses (i) and (ii), the Company will promptly notify Parent of its intent to take such action and will reasonably cooperate with Parent to mitigate any adverse effect on Parent or its stockholders of the taking of such action.

Acquisition Proposals and Obligations of the Board with Respect to its Recommendation

No Solicitation of Transactions

Between the date of the Merger Agreement and the earlier to occur of the Company Merger Effective Time and the date, if any, on which the Merger Agreement is terminated in accordance with its terms, the Company has agreed that it will, and will cause its subsidiaries and the Company's and their respective officers and directors to, and will instruct its employees with a title of "vice president" or higher or its outside attorneys, accountants, consultants, investment bankers and financial advisors, in each case, engaged by any Acquired Company, to, (i) promptly cease any solicitation, discussions, or negotiations with any persons with respect to a competing proposal and promptly terminate all physical and electronic data room access granted to any such person or its representatives; and (ii) not directly or indirectly:

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At any time on or after the date of the Merger Agreement and prior to obtaining the stockholder approval, the Company may, directly or indirectly through one or more of its representatives, participate or engage in discussions or negotiations with, enter into an acceptable confidentiality agreement with, furnish information (including non-public information) relating to any of the Acquired Companies to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel of any of the Acquired Companies pursuant to an acceptable confidentiality agreement to, any person or group of persons that has made, renewed or delivered to the Company a competing proposal after the date of the Merger Agreement that did not result in whole or in part from a material breach of certain obligations of the Company as specified in the Merger Agreement or to such person's representatives (including potential financing sources of such person) and otherwise facilitate such competing proposal or assist such person (and its representatives and financing sources) with such competing proposal; provided, that:

In addition, the Acquired Companies and their representatives may (A) contact and engage in any communications, negotiations or discussions in order to seek to clarify and understand the terms and conditions of any inquiry (that did not result from a material violation of certain applicable provisions of the Merger Agreement) solely to determine whether such inquiry constitutes or is reasonably likely to lead to a Superior Proposal; and (B) inform a person that has made or is considering making a competing proposal of the applicable provisions of the Merger Agreement.

At any time on or after the date of the Merger Agreement and prior to obtaining the stockholder approval, if the Company receives a competing proposal or inquiry, then it will:

Such notice will be made in writing and will identify the person making such competing proposal or inquiry (to the extent not prohibited by any acceptable confidentiality agreement) and indicate the

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material terms and conditions of any competing proposals or inquiries (and any material changes thereto), in each case, to the extent known (including, if applicable, providing copies of any written competing proposals or inquiries and any proposed agreements related thereto, which may be redacted to the extent necessary to protect confidential information of the business or operations of the person or group making such competing proposal or inquiry).

The Company also agrees that none of the Acquired Companies will enter into any confidentiality agreement with any person subsequent to the date of the Merger Agreement which prohibits any of the Acquired Companies from providing any information required to be provided to Parent in accordance with the Merger Agreement.

Obligations of the Board with Respect to its Recommendation

Except in certain circumstances specified in the Merger Agreement, the Board will not:

Any action in the first six bullets above is referred to as an "Adverse Recommendation Change."

At any time prior to obtaining the stockholder approval, if the Company receives a written competing proposal that the Board has determined in good faith based upon the information then-available (after consultation with the Company's financial advisor and outside legal counsel) constitutes a Superior Proposal, then the Board may make an Adverse Recommendation Change and/or terminate the Merger Agreement to enter into an alternative acquisition agreement with respect to such competing proposal; provided, however, that the Board will not take any such action, unless:

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For purposes of the Merger Agreement, "intervening event" means a material change in circumstances or development occurring or arising after the date of the Merger Agreement that materially affects the business, assets, properties or operations of the Acquired Companies, taken as a whole, and that was not known by or reasonably foreseeable to, the Board on or prior to the execution of the Merger Agreement (or, if known, the material consequences of which were not known to the Board), which change in circumstances or development becomes known to the Board prior to the date on which stockholder approval is obtained; provided, however, none of the following will constitute, or be considered in determining whether there has been, an intervening event: (A) the receipt, existence of or terms of a competing proposal or an inquiry, or (B) changes in the market price or trading volume of Company Common Stock or the fact that the Company meets or exceeds internal or published projections, budgets, forecasts or estimates of revenues, earnings or other financial results for any period (provided, however, that the underlying causes of such change or fact will not be excluded by this clause (B) in determining whether an "intervening event" has occurred if not otherwise falling into the foregoing clauses (A) and (B) of this definition).

Notwithstanding anything to the contrary in the Merger Agreement, at any time prior to receipt of the stockholder approval, the Board may effect an Adverse Recommendation Change in response to an intervening event, subject to certain requirements set forth in the Merger Agreement, if the Board determines in good faith (after consultation with the Company's financial advisor and outside legal counsel), that the failure to do so would be inconsistent with the duties of the directors of the Board under applicable law; provided, however, that the Board will not take any such action, unless:

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Nothing contained in the Merger Agreement prohibits the Company, the Board or the Company's representatives from:

Special Meeting

Under the Merger Agreement, the Company is required, as promptly as reasonably practicable following the clearance of the proxy statement by the SEC, in accordance with applicable law and the Company's organizational documents, to set a record date for, duly call, give notice of, convene and hold a Special Meeting of the Company's stockholders for the purpose of obtaining the stockholder approval. The Company may postpone, recess or adjourn the Special Meeting after consultation with Parent:

provided, however, that the Company will consult with Parent in advance regarding any such postponement, recess or adjournment.

Unless the Board will have effected an Adverse Recommendation Change (as discussed in the section of this proxy statement captioned "The Merger Agreement-Acquisition Proposals and Obligations of the Board with Respect to its Recommendation-Obligations of the Board with Respect to its Recommendation"), the Company will use its commercially reasonable efforts to solicit proxies in favor of the approval of the Company Merger. The Company will also not submit to the vote of the Company's stockholders any acquisition agreement (other than the present Merger Agreement) without Parent's

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prior written consent and the Company is obligated to duly call, give notice of, convene and hold the Special Meeting unless the Merger Agreement is otherwise terminated in accordance with its terms.

Efforts Obligations; Regulatory Approvals

Each party to the Merger Agreement has agreed to, and will cause their respective subsidiaries and affiliates to, use its reasonable best efforts to, as promptly as practicable and in any event prior to the Outside Date:

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Each of the parties will use, and cause each of their respective affiliates to use, its and their respective commercially reasonable efforts in obtaining all necessary consents from any persons (other than governmental authorities) required for or triggered by the Mergers and the other transactions contemplated by the Merger Agreement (excluding any Assumption); provided, that neither the Company nor any of its subsidiaries will be required to become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order to sell, divest, license, hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets, operations or business of the Company or any of its subsidiaries, unless such requirement, condition, understanding, agreement or order is binding on or otherwise applicable to the Company or its subsidiaries only from and after the Closing in the event that the Closing occurs; provided, further, that in no event will the Company or any of its subsidiaries be required to pay, directly or indirectly, prior to the Closing any fee, penalty or other consideration, or incur any liability, to any third party for any non-governmental consent. The Company will have satisfied these obligations if the Company uses its commercially reasonable efforts to comply with such obligations whether or not any non-governmental consents are successful or obtained.

Each of the parties will, and will cause their respective affiliates to, furnish the other with such necessary information and reasonable assistance as requested by the other in connection with the preparation of any such required applications, notices, registrations and requests, as may be required or advisable to be filed with any governmental authority, and each party will cooperate in responding to any inquiry from a governmental authority, including promptly informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a governmental authority, and supply each other with copies of all material correspondence, filings or communications with respect to the Merger Agreement between either party and any governmental authority. To the extent reasonably practicable, the parties or their representatives will have the right to review in advance and each of the parties will consult the others on, all the information relating to the other and each of their affiliates that appears in any filing made with, or substantive written materials submitted to, any governmental authority in connection with the Mergers and the other transactions contemplated by the Merger Agreement (except that confidential competitively sensitive business information may be redacted from such exchanges). To the extent reasonably practicable, neither party nor their respective representatives will participate independently in any meeting or engage in any substantive conversation with any governmental authority in respect of any filing, investigation or other inquiry without giving the other party prior notice of such meeting or substantive conversation and, to the extent permitted by applicable law, without giving the other party the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such governmental authority.

Except as set forth in the Merger Agreement, nothing will grant any Parent Party, directly or indirectly, the right to control or direct the operations of either Company Party prior to the consummation of the Mergers. Prior to the Closing, the Company Parties will exercise, consistent with the terms and conditions of the Merger Agreement, complete unilateral control and supervision over their respective business operations.

Transaction Litigation

The Company Parties and their representatives are required to promptly notify the Parent Parties of any action, including legal proceedings, commenced or threatened after the date of the Merger Agreement against the Company Parties or any of their respective directors, officers or partners relating to the Merger Agreement or the transactions contemplated by the Merger Agreement, and to keep the Parent Parties reasonably informed with respect to the status of any such transaction litigation. Any Company Party that is the subject of any stockholder litigation against such Company Party or its directors, officers or partners relating to the Merger Agreement or the transactions contemplated by the Merger Agreement, including any litigation by a unitholder of the Operating Partnership will give the

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Parent Parties the opportunity to reasonably participate in the defense and settlement of any transaction litigation. The Company will not, and will not permit any of its subsidiaries or its or their representatives to, compromise or settle any transaction litigation unless Parent has given its consent (which consent will not be unreasonably withheld, conditioned or delayed).

Employee Matters

From and after the Company Merger Effective Time, the Surviving Partnership and the Surviving Entity will (and Parent will cause the Surviving Partnership and the Surviving Entity or any of their respective subsidiaries or affiliates to) honor all company benefit plans in accordance with their terms as in effect immediately prior to the Company Merger Effective Time or as such terms may be amended in accordance with the applicable company benefit plans after the Company Merger Effective Time. Notwithstanding the foregoing, for a period of 12 months after the Closing Date, Parent will, or will cause the Surviving Partnership and the Surviving Entity or one of their respective subsidiaries or affiliates to, provide to each continuing employee with (1) an annual base salary or hourly wage rate (as applicable) at least equal to the annual base salary or hourly wage rate (as applicable) provided to such continuing employee immediately prior to the Company Merger Effective Time, (2) target short-term incentive compensation opportunities that are no less favorable than the target short-term incentive opportunities provided to such continuing employee immediately prior to the Company Merger Effective Time, and (3) retirement, health, welfare and employee and fringe benefits (excluding severance, equity or equity-based compensation, post-employment health and welfare, and defined benefit pension benefits), that are no less favorable in the aggregate than those provide to similarly situated employees of Parent. In addition, Parent, the Surviving Entity or any of their respective affiliates will provide each continuing employee with severance benefits and protections that are no less favorable than those provided to similarly situated employees of Parent.

For purposes of vesting, eligibility to participate and for calculating severance and vacation entitlements under the employee benefit plans of Parent, the Surviving Partnership, the Surviving Entity or any of their respective subsidiaries or affiliates (each, a "New Plan"), each continuing employee will be credited with his or her years of service with the Company, its affiliates or their respective predecessors before the Company Merger Effective Time, to the same extent as such continuing employee was entitled before the Company Merger Effective Time, to credit for such service under any similar company benefit plan in which such continuing employee participated or was eligible to participate prior to the Company Merger Effective Time; provided, that the foregoing will not apply to the extent that its application would result in a duplication of benefits. In addition, (A) each continuing employee will be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent that coverage under such New Plans is comparable to a company benefit plan in which such continuing employee participated immediately prior to the Company Merger Effective Time (such plans, collectively, the "Old Plans") and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any continuing employee, Parent will (or will cause the Surviving Entity to) cause all eligibility waiting periods, pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable Old Plans, and Parent will (or will cause the Surviving Entity to) cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plans ending on the date such employee's participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

Nothing in the Merger Agreement (i) will limit the ability of Parent, the Company Parties, the Surviving Partnership, the Surviving Entity or their respective affiliates to amend, modify, or terminate in

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accordance with its terms any benefit or compensation plan, program, agreement, contract, policy or arrangement at any time assumed, established or maintained by any of them (subject to the limitations set forth in certain provisions of the Merger Agreement), (ii) will be deemed or construed to amend, establish, or modify any benefit or compensation plan, program, agreement, contract, policy or arrangement or (iii) create any third party beneficiary rights or obligations in any person (including any current or former service provider or employee of Parent or any of its affiliates (or any beneficiaries or dependents thereof)) or any right to employment or continued employment or to a particular term or condition of employment with the Company Parties or any of their affiliates (including, following the Company Merger Effective Time, the Surviving Partnership and the Surviving Entity and any of their affiliates).

Financing Cooperation

Each of the Parent Parties will, and will cause their respective subsidiaries and affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to (i) obtain any financing that is necessary to finance all or a portion of the Mergers (including payment of the Company Merger Consideration, payment of the Partnership Merger Consideration, payment of all amounts discussed above in the section of this proxy statement captioned "The Merger Agreement-Treatment of Company Compensatory Awards and Operating Partnership Compensatory Awards," and payment of all other fees and expenses and obligations required to be paid or satisfied by the Parent Parties in connection with the Mergers) and (ii) obtain or complete the Assumptions. Parent acknowledges and agrees that obtaining any financing is not a condition to Closing and that the consummation of the transactions contemplated by the Merger Agreement will not be conditioned on, or delayed or postponed as a result of the obtaining of (or the failure to obtain) the Financing (as defined herein). Prior to the Closing, at the written request of Parent, the Company will keep Parent reasonably informed of the status of its efforts to arrange and consummate any contemplated sale, financing, refinancing or work-out relating to any Company Property, including delivering copies of any broker engagement letters, letters of intent, term sheets, proposal and/or draft agreements relating to the foregoing.

Prior to the Closing Date, the Company will use commercially reasonable efforts to provide, and will cause each of its subsidiaries to use its commercially reasonable efforts to provide, to the Parent Parties, in each case at Parent's sole expense, all cooperation reasonably necessary and customary and reasonably requested by Parent in writing in connection with the arrangement of any debt financing incurred or intended to be incurred or any contemplated issuance or offering of equity or equity-linked securities by the Parent Parties and their respective subsidiaries, in each case, (x) in order to finance all or a portion of the Mergers (including payment of the Company Merger Consideration, payment of the Partnership Merger Consideration, payment of all amounts discussed above in the section of this proxy statement captioned "The Merger Agreement-Treatment of Company Compensatory Awards and Operating Partnership Compensatory Awards," and payment of all other fees and expenses and obligations required to be paid or satisfied by the Parent Parties in connection with the Mergers) and/or (y) otherwise effected in connection with, or during the pendency of, the Mergers (the "Financing"). Such cooperation will include the Company using commercially reasonable efforts to:

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Upon the terms and subject to the conditions set forth in the Merger Agreement, the Company will use, and cause each of its subsidiaries to use, its and their respective commercially reasonable efforts to take any actions that are reasonably requested by Parent in writing to obtain (a) any assumption, consent or other approval required in connection with the Merger Agreement or the transactions contemplated by the Merger Agreement related to (i) any existing indebtedness of any Acquired Company or any joint ventures in which any Acquired Company is a party or (ii) any joint ventures in which any Acquired Company is a party; or (b) any consents for any "assignment" (as defined under the Advisers Act) in respect of the Paramount Funds (as defined in the Merger Agreement) (provided in the case of clause (b), the Acquired Companies will only be required to take certain specified actions) (each, an "Assumption"). However, no Acquired Company or joint venture in which any Acquired Company is a party will be required:

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Obtaining any Assumption is not a condition to Closing and the consummation of the transactions contemplated by the Merger Agreement will not be conditioned on, or delayed or postponed as a result of the obtaining of (or the failure to obtain) any Assumption. For the avoidance of doubt, the parties acknowledge and agree that the provisions set forth in the Merger Agreement regarding the Assumption represent the sole obligation of the Acquired Companies and their respective affiliates with respect to cooperation in connection with the Assumptions. The Company agrees to reasonably cooperate with Parent in connection with developing operational, compliance and regulatory frameworks regarding their respective investment advisory businesses to the extent effective after the Closing.

The Company will have satisfied its obligations discussed above if the Company used its commercially reasonable efforts to comply with such obligations whether or not any applicable deliverables are actually obtained or provided. Notwithstanding the foregoing, the Company will not be required to provide, or cause its subsidiaries or its subsidiaries' representatives to provide, cooperation to the extent that it:

In no event will the Acquired Companies be required to pay any commitment or other fee or give an indemnity or incur any liability (including due to any act or omission by the Acquired Companies or

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any of their respective affiliates or representatives) or expense (including legal and accounting expenses) in connection with assisting the Parent Parties in arranging the Financing or any Assumption or as a result of any information provided by the Acquired Companies or any of their respective affiliates or representatives in connection with the Financing or any Assumption, in each case that is effective prior to the Closing.

Notwithstanding anything to the contrary, the Company and its subsidiaries/representatives will be deemed to have performed in all material respects all obligations, and complied in all material respects with all agreements and covenants required to be performed in respect of the foregoing covenants, and any breach of such covenants will not be considered in determining the satisfaction of any condition to Closing, unless such breach is a material breach that is a consequence of a deliberate act or omission undertaken by the Company with the actual knowledge or intent that the taking of such act or failure to take such action would cause or constitute a material breach.

Without the prior written consent of the Company, in no event will the Parent Parties or any of their respective subsidiaries enter into any agreement, arrangement or any other understanding, whether written or oral, with any joint venture partner of any Acquired Company or any potential Financing source that would reasonably be expected to limit, restrict, restrain, otherwise impair in any manner, directly or indirectly, the ability of any such Financing source to provide Financing or other assistance to any other party in any other transaction involving any Acquired Company (provided, that the foregoing will not prohibit the establishment of customary "tree" arrangements) or any such joint venture partner to complete any Assumption in connection with any other transaction involving any Acquired Company.

Pre-Closing Transactions

The Company shall use commercially reasonable efforts to provide cooperation to Parent, at Parent's sole cost and expense, with respect to (x) any potential modifications to the structure of the transactions contemplated by the Merger Agreement, including the assignment of Parent's, REIT Merger Sub's and Operating Merger Sub's respective rights, interests or obligations under the Merger Agreement and the conversion of REIT Merger Sub to a limited liability company, that Parent reasonably requests, including such modifications that are intended to mitigate, reduce, or eliminate any transfer tax or other tax that may be borne by any Acquired Company, Parent, REIT Merger Sub, the Surviving Entity, the Surviving Partnership, any affiliate thereof, or any direct or indirect owner of Parent and (y) considering reasonable requests to explore a sale, financing, refinancing or work-out relating to any Company Property identified by Parent; provided that, in each case, (i) any such changes or other actions do not have an adverse effect on the Company, the Operating Partnership, or their stockholders or limited partners, respectively, including any adverse effect on the feasibility of the satisfaction of the conditions of the Mergers or the time by which the Mergers may be consummated, (ii) none of the Company or its subsidiaries shall be required to take any action in contravention of (A) any organizational document of the Acquired Companies, (B) any contract to which an Acquired Company is a party, or (C) applicable law, (iii) any such modifications or other actions or other obligations of the Company or its subsidiaries to incur any liabilities with respect thereto (other than customary and reasonable joinder agreements), shall be contingent upon all of the Closing conditions of the Merger Agreement having been satisfied or waived and receipt by the Company of a written notice from Parent to such effect and that the Parent Parties are prepared to proceed immediately with the Closing and any other evidence reasonably requested by the Company that the Closing will occur (it being understood that in any event the transactions described in this paragraph will be deemed to have occurred immediately prior to the Closing), (iv) such modifications or other actions (or the inability to complete such modifications or other actions) shall not affect or modify in any respect the obligations of the Parent Parties under the Merger Agreement, including the amount of or timing of payment of the Company Merger Consideration or the Partnership Merger Consideration, (v) neither the Company nor any of its subsidiaries shall be required to take any such action that could adversely affect the classification of the Company or any of its subsidiaries as a REIT, or would reasonably be expected to adversely affect the intended tax treatment

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of the transactions contemplated by the Merger Agreement and (vi) any such changes or other actions or modifications would not, in the reasonable determination of REIT Counsel (as defined in the Merger Agreement), prevent REIT Counsel from delivering the opinion described in Section 7.15(b) of the Merger Agreement. Except as agreed by Parent and the Company, such changes, and any actions or transactions related thereto shall be implemented and effective immediately prior to or concurrent with the Closing. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or any subsidiary of the Company in performing their obligations described in this paragraph, and Parent shall indemnify the Acquired Companies for any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by the Company or any of its subsidiaries arising therefrom, except, in each case, to the extent such costs, expenses, losses, damages, claims, judgments, fines, penalties, interest, settlements, awards and liabilities are suffered or incurred as a result of a willful breach by any Acquired Company as determined by a court of competent jurisdiction in a final judgment not subject to further appeal (and in the event the Mergers and the other transactions contemplated by the Merger Agreement are not consummated and the Merger Agreement has been validly terminated, Parent shall promptly reimburse the Company for any reasonable out-of-pocket costs incurred by the Company or any of its subsidiaries not previously reimbursed).

Certain Other Covenants

The Merger Agreement contains certain other covenants of the parties to the Merger Agreement relating to, among other things:

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Conditions to the Mergers

The obligations of each party to the Merger Agreement to effect the Mergers and to consummate certain other transactions contemplated by the Merger Agreement are subject to the satisfaction or, to the extent permitted by law, waiver by each of the parties, at or prior to Closing, of the following conditions:

The obligations of the Parent Parties to effect the Mergers and to consummate certain other transactions contemplated by the Merger Agreement are subject to the satisfaction or, to the extent permitted by law, waiver by Parent, at or prior to the Closing, of the following additional conditions:

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The obligations of the Company Parties to effect the Mergers and to consummate certain other transactions contemplated by the Merger Agreement are subject to the satisfaction or, to the extent permitted by law, waiver by the Company, at or prior to the Closing, of the following additional conditions:

Termination of the Merger Agreement

The Company and Parent may mutually agree to terminate the Merger Agreement and abandon the Mergers at any time prior to the Partnership Merger Effective Time, even after the Company has obtained the stockholder approval.

Termination by Either the Company or Parent

In addition, the Company, on the one hand, or Parent, on the other hand, may terminate the Merger Agreement upon prior written notice to the other party at any time prior to the Partnership Merger Effective Time, even after the Company has obtained the stockholder approval, if:

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Termination by Parent

Parent may also terminate the Merger Agreement, upon prior written notice to the Company, at any time prior to the Closing, even after the Company has obtained the stockholder approval, if:

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Termination by the Company

The Company may also terminate the Merger Agreement, upon prior written notice to Parent, at any time prior to the Closing, even after the Company has obtained the stockholder approval, if:

Company Termination Payment

The Company has agreed to pay Parent the Company Termination Payment of $59.7 million, if:

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