Core Viewpoint - Paramount Global is preparing for a merger with Skydance, with Shari Redstone expressing confidence in Skydance's ability to manage the company's assets effectively as the merger approaches on August 7 [1][5]. Company Overview - Shari Redstone emphasized the importance of content in the media industry, a philosophy instilled by her father, Sumner Redstone, who built Viacom and CBS over nearly 40 years [2]. - Paramount has achieved significant milestones, including being the number one broadcast network for 17 consecutive years and delivering top-rated programming across various genres [3]. Merger Details - The merger involves Paramount acquiring Skydance in an all-stock deal that values Skydance at $4.75 billion, with Skydance offering up to $4.5 billion in cash for Class A and B shares [5]. - Following the merger, the Skydance investor group will own 100% of New Paramount Class A shares and 69% of outstanding Class B shares [5]. Financial Aspects - Redstone's family holding company, NAI, is being acquired for $2.4 billion as part of the transaction, raising questions about transparency regarding this payout [4][6]. - Paramount's shares have faced significant declines due to challenges in the traditional media landscape, particularly the drop in linear television viewership [6]. Historical Context - The Redstone family's media empire began in 1934 with a drive-in theater and expanded to include major acquisitions like Viacom, Paramount, and CBS [6]. - The current version of Paramount+ was launched in 2021, and Shari Redstone began exploring the sale of the company in late 2024 [7].

Core Insights - Paramount Global reported significant financial improvements, including an 84% increase in theatrical revenue driven by "Mission: Impossible – The Final Reckoning," which grossed nearly $600 million globally [1] - The company experienced a 1% increase in total revenue to $6.85 billion, with direct-to-consumer (DTC) growth outpacing linear revenue declines [3] - Paramount+ ended the quarter with 77.7 million subscribers, reflecting a decrease of 1.3 million due to the expiration of an international hard bundle deal [4] Financial Performance - Theatrical revenue surged by 84% due to the success of "Mission: Impossible – The Final Reckoning" [1] - Total company revenue increased by 1% to $6.85 billion, with DTC profits showing a $131 million year-over-year improvement to $157 million [3] - The company achieved a profit of $57 million, a significant turnaround from a $5.4 billion loss in the same quarter last year [3] Streaming and Content Growth - Paramount+ saw strong subscription revenue growth, contributing to a 5% increase in affiliate and subscription revenue across the company [3] - The platform experienced a 26% increase in viewership compared to the first half of 2024, with CBS content driving nearly half of all viewing on Paramount+ [7] - Paramount+ had the most Top 10 SVOD Originals, ranking just behind the market leader [7] Merger and Leadership Changes - Paramount's merger with Skydance, valued at $8.4 billion, was approved by the FCC, with a planned closing date of August 7 [4] - The value of Paramount Class B shares in the merger agreement is set at $15, although shares have not traded at that level historically [8] - Co-CEOs George Cheeks, Chris McCarthy, and Brian Robbins are expected to see leadership changes post-merger, with Cheeks remaining in the new company [9]

Financial Data and Key Metrics Changes - The company reported core FFO of $0.17 per share for Q2 2025, exceeding consensus estimates by $0.03 [6][26] - The company raised full year guidance for core FFO to a range of $0.55 to $0.59 per share, representing a $0.03 increase from prior guidance [27] - The same store lease occupancy guidance was increased to a range of 86.9% to 88.9%, reflecting continued strength in the New York portfolio [28] Business Line Data and Key Metrics Changes - The company executed over 400,000 square feet of leases in Q2 2025, with a year-to-date total of approximately 690,000 square feet [7][18] - The weighted average term for leases signed during the quarter was 12.9 years, with starting rents above $90 per square foot [18][26] - The New York portfolio was 88.1% leased, up 70 basis points quarter over quarter, while the San Francisco portfolio was 75.1% leased, down 720 basis points due to a scheduled lease expiration [22][25] Market Data and Key Metrics Changes - In New York, leasing activity excluding renewals was 3.8 million square feet, 10% ahead of the five-year quarterly average [20] - San Francisco's overall leasing volumes are still below long-term averages, but there are signs of stabilization with a decline in availability by 110 basis points quarter over quarter [22][13] - AI-based companies accounted for over 800,000 square feet of leasing year-to-date in San Francisco, indicating a growing demand in that sector [23] Company Strategy and Development Direction - The company is focused on capital allocation strategies that include selective dispositions, joint ventures, and reinvestment into high-conviction assets [15] - The company is committed to enhancing tenant relationships and delivering market-leading hospitality to secure renewals and fill vacant spaces [19] - The company is actively pursuing refinancing opportunities and maintaining balance sheet strength with over $534 million in cash [16][29] Management's Comments on Operating Environment and Future Outlook - Management noted a sustained flight to quality in the New York market, with tenants prioritizing well-located, amenity-rich buildings [10] - In San Francisco, management observed a gradual recovery with increasing tenant interest, particularly from sectors like AI and professional services [14] - Management expressed confidence in the long-term recovery of the San Francisco market despite near-term softness due to lease expirations [28] Other Important Information - The company is undergoing a strategic review to maximize shareholder value, but no further comments were provided during the call [4] - The company completed the sale of a 25% equity interest in 1 Front Street, generating $11.5 million in net proceeds [30] - The company designated Market Center as a non-core asset and has completed its disposal [31] Q&A Session Summary Question: Can you talk about tenant demand for 1633 Broadway? - Management indicated active showings and strong retail performance, with asking rents ranging from $70 to $90 per square foot [34][38] Question: What are your thoughts on concessions and future pricing? - Management noted that concessions have stabilized and expect net effective rents in New York to increase, while San Francisco remains elevated [39][41] Question: Can you provide commentary on large move-outs and renovations? - Management confirmed ongoing improvements at 1633 Broadway and expressed optimism about demand in Midtown [48][50] Question: How is the political situation in New York affecting leasing? - Management reported no hesitation from tenants regarding long-term leases despite political changes [51][52] Question: Is the SEC investigation impacting the strategic review? - Management stated that the SEC inquiry is not expected to significantly impact the strategic review [53][54] Question: How is San Francisco's leasing strategy adjusting to market conditions? - Management noted increased activity across various sectors, not just AI, and a positive trend in tenant engagement [58][61]

Portfolio Overview - Paramount focuses on Class A office properties in New York and San Francisco[10] - The company has ~$7.2 billion in total assets under management across 17 assets[11] - The portfolio consists of 12.3 million square feet of REIT-owned assets and 0.8 million square feet of managed assets[11] - The average lease term is 7.1 years, and the portfolio is 94% leased[16] - The average rent is $90 per square foot[14] Financial Highlights - The midpoint of Cash NOI assumptions used in deriving the Full Year 2025 guidance is $302 million[11] - Net Debt / Enterprise Value is 66.5%[65] - Net Debt / Annualized Adjusted EBITDAre is 9.0x[65] Lease Expirations - The 5-year average lease expiration in San Francisco is 302,000 square feet, or 5.5% per annum[39] - The 5-year average lease expiration in New York is 154,000 square feet, or 12.5% per annum[40] - The 5-year average lease expiration for the total portfolio is 456,000 square feet, or 6.8% per annum[42] Capital Structure - The stock price is $5.75 per share[65] - The company has 220,311,000 common shares and 17,876,000 Operating Partnership Units outstanding[65] - The equity market capitalization is $1,369,578,000[65] - Total debt is $3,248,054,000, including $877,400,000 in notes & mortgages payable and $274,374,000 in unconsolidated joint ventures debt[65]

Exhibit 99.2 FORWARD-LOOKING STATEMENTS This supplemental information contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words "assumes," "believes," "estimates," "expects," "guidance," "intends," "plans," "projects" and similar expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertain ...

PART I. FINANCIAL INFORMATION This section presents the company's consolidated financial statements, including balance sheets, income, equity, and cash flows, with detailed notes [ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS](index=3&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) This section presents Paramount Group, Inc.'s unaudited consolidated financial statements, including balance sheets, statements of income, comprehensive income, changes in equity, and cash flows, along with detailed notes [Consolidated Balance Sheets (Unaudited)](index=3&type=section&id=Consolidated%20Balance%20Sheets%20(Unaudited)%20as%20of%20June%2030%2C%202025%20and%20December%2031%2C%202024) Details the company's financial position, including assets, liabilities, and equity, at specific reporting dates Consolidated Balance Sheet Highlights (Amounts in thousands) | Metric | June 30, 2025 | December 31, 2024 | Change | | :---------------------------- | :------------ | :---------------- | :----- | | Total Assets | $7,958,713 | $7,871,503 | +$87,210 | | Total Liabilities | $3,856,315 | $3,862,006 | -$5,691 | | Total Equity | $4,102,398 | $4,009,497 | +$92,901 | | Cash and cash equivalents | $439,905 | $375,056 | +$64,849 | | Restricted cash | $219,660 | $180,391 | +$39,269 | | Real estate, net | $6,624,481 | $6,651,805 | -$27,324 | [Consolidated Statements of Income (Unaudited)](index=4&type=section&id=Consolidated%20Statements%20of%20Income%20(Unaudited)%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) Presents the company's revenues, expenses, and net loss or income over specific reporting periods Consolidated Statements of Income Highlights (Amounts in thousands, except per share amounts) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total Revenues | $177,045 | $187,408 | $364,064 | $376,285 | | Total Expenses | $159,966 | $152,982 | $314,506 | $302,648 | | Net (Loss) Income attributable to common stockholders | $(19,785) | $(7,819) | $(29,811) | $2,046 | | (Loss) Income per Common Share - Basic | $(0.09) | $(0.04) | $(0.14) | $0.01 | - **General and administrative expenses** increased significantly by **$7,679 thousand** for the three months ended June 30, 2025, and by **$8,506 thousand** for the six months ended June 30, 2025, primarily due to **severance costs** related to acceleration of **equity awards** and **severance payments**[12](index=12&type=chunk)[171](index=171&type=chunk)[187](index=187&type=chunk) [Consolidated Statements of Comprehensive Income (Unaudited)](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Unaudited)%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) Outlines the company's comprehensive loss or income, including net loss and other comprehensive income items Consolidated Statements of Comprehensive Income Highlights (Amounts in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net (Loss) Income | $(20,409) | $(2,860) | $(25,726) | $13,871 | | Change in value of interest rate swaps and caps | $(461) | $(5,968) | $(474) | $(10,655) | | Comprehensive (Loss) Income | $(20,870) | $(8,899) | $(26,200) | $3,288 | | Comprehensive loss attributable to common stockholders | $(20,210) | $(13,346) | $(30,248) | $(7,647) | [Consolidated Statements of Changes in Equity (Unaudited)](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Equity%20(Unaudited)%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) Details changes in the company's total equity, including Paramount Group, Inc. equity and noncontrolling interests Consolidated Statements of Changes in Equity Highlights (Amounts in thousands) | Metric | As of December 31, 2024 | As of June 30, 2025 | Change | | :-------------------------------------------- | :---------------------- | :------------------ | :----- | | Total Equity | $4,009,497 | $4,102,398 | +$92,901 | | Paramount Group, Inc. equity | $3,141,277 | $3,028,442 | -$112,835 | | Noncontrolling interests in Consolidated joint ventures | $495,340 | $743,127 | +$247,787 | - The company issued **common shares** upon redemption of **common units**, with **2,768 thousand shares** issued for **$39,625 thousand** during the six months ended June 30, 2025[21](index=21&type=chunk) [Consolidated Statements of Cash Flows (Unaudited)](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)%20for%20the%20six%20months%20ended%20June%2030%2C%202025%20and%202024) Summarizes cash inflows and outflows from operating, investing, and financing activities over specific periods Consolidated Statements of Cash Flows Highlights (Amounts in thousands) | Cash Flow Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change | | :-------------------------------------- | :--------------------------- | :--------------------------- | :----- | | Net cash provided by operating activities | $77,080 | $136,855 | $(59,775) | | Net cash used in investing activities | $(70,590) | $(64,952) | $(5,638) | | Net cash provided by (used in) financing activities | $97,628 | $(109,402) | $207,030 | | Net increase (decrease) in cash and cash equivalents and restricted cash | $104,118 | $(37,499) | $141,617 | | Cash and cash equivalents and restricted cash at end of period | $659,565 | $472,100 | $187,465 | - **Financing activities** in 2025 were significantly boosted by proceeds from the sale of **equity interests** in **900 Third Avenue** (**$83,307 thousand**) and **One Front Street** (**$10,266 thousand**)[217](index=217&type=chunk) [Notes to Consolidated Financial Statements (Unaudited)](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements%20(Unaudited)) Provides detailed explanations and additional information supporting the consolidated financial statements [Note 1. Organization and Business](index=10&type=section&id=Note%201.%20Organization%20and%20Business) Describes the company's structure, business operations, and real estate portfolio as a REIT - **Paramount Group, Inc.** is a fully-integrated **REIT** specializing in **Class A office properties** in **New York City** and **San Francisco**[28](index=28&type=chunk) - As of June 30, 2025, the company owns approximately **92.5%** of its **Operating Partnership**[28](index=28&type=chunk) - The portfolio includes **17 properties** totaling **13.1 million square feet**, with **8.7 million sq ft** in **New York**, **3.6 million sq ft** in **San Francisco**, and **0.8 million sq ft** of managed properties[29](index=29&type=chunk)[32](index=32&type=chunk) [Note 2. Basis of Presentation and Significant Accounting Policies](index=10&type=section&id=Note%202.%20Basis%20of%20Presentation%20and%20Significant%20Accounting%20Policies) Outlines the accounting principles and policies used in preparing the interim financial statements - **Financial statements** are unaudited and prepared in conformity with GAAP for interim information[30](index=30&type=chunk) - No material changes to significant accounting policies from the Annual Report on Form 10-K for the year ended December 31, 2024[31](index=31&type=chunk) - The company is evaluating the impact of **ASU 2023-09** (effective **FY2025**), **ASU 2024-03** (effective **FY2027**), and **ASU 2025-03** (effective **FY2026**) on its consolidated financial statements and disclosures[35](index=35&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk) [Note 3. Dispositions](index=11&type=section&id=Note%203.%20Dispositions) Details recent sales of equity interests in properties and their accounting treatment - On January 17, 2025, sold a **45.0% equity interest** in **900 Third Avenue** for **$94.0 million net proceeds**[38](index=38&type=chunk) - On May 5, 2025, sold a **25.0% equity interest** in **One Front Street** for **$11.5 million net proceeds**, including **$40.5 million** in seller financing[39](index=39&type=chunk) - Both sales were accounted for as **equity transactions**, with the company continuing to consolidate the properties due to being the primary beneficiary of the newly formed VIEs[38](index=38&type=chunk)[39](index=39&type=chunk) [Note 4. Consolidated Real Estate Related Funds](index=12&type=section&id=Note%204.%20Consolidated%20Real%20Estate%20Related%20Funds) Reports on the financial performance of consolidated real estate related fund investments Loss from Real Estate Related Fund Investments (Amounts in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Loss from real estate related fund investments | $(23) | $(27) | $(49) | $(70) | | (Loss) income from real estate related fund investments attributable to Paramount Group, Inc. | $(2) | $(3) | $(6) | $4 | - The company consolidates RDF's financial results, reflecting a **92.6% noncontrolling interest**. RDF holds a **35.0% interest** in **One Steuart Lane**, a residential condominium project[43](index=43&type=chunk) [Note 5. Investments in Unconsolidated Real Estate Related Funds](index=12&type=section&id=Note%205.%20Investments%20in%20Unconsolidated%20Real%20Estate%20Related%20Funds) Summarizes the company's investments and financial results from unconsolidated real estate related funds Investments in Unconsolidated Real Estate Related Funds (Amounts in thousands) | Metric | June 30, 2025 | December 31, 2024 | Change | | :-------------------------------------------- | :------------ | :---------------- | :----- | | Investments in unconsolidated real estate related funds | $4,397 | $4,649 | $(252) | - The company recognized a **loss of $150 thousand** from **unconsolidated real estate related funds** for the six months ended June 30, 2025, compared to an **income of $90 thousand** in the same period of 2024[45](index=45&type=chunk) [Note 6. Investments in Unconsolidated Joint Ventures](index=13&type=section&id=Note%206.%20Investments%20in%20Unconsolidated%20Joint%20Ventures) Details the company's equity method investments in unconsolidated joint ventures and their financial impact - The company's investment in **Market Center** was written off in **December 2023**, and its sale in **May 2025** had no impact on consolidated financial statements[48](index=48&type=chunk) Investments in Unconsolidated Joint Ventures (Amounts in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------------------- | :------------ | :---------------- | | Investments in unconsolidated joint ventures | $84,501 | $85,952 | Income (Loss) from Unconsolidated Joint Ventures (Amounts in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Income (loss) from unconsolidated joint ventures | $52 | $(771) | $1,959 | $(2,117) | [Note 7. Intangible Assets and Liabilities](index=15&type=section&id=Note%207.%20Intangible%20Assets%20and%20Liabilities) Provides information on the company's intangible assets and liabilities, including amortization details Intangible Assets and Liabilities, Net (Amounts in thousands) | Metric | June 30, 2025 | December 31, 2024 | Change | | :---------------------------- | :------------ | :---------------- | :----- | | Intangible assets, net | $43,724 | $50,492 | $(6,768) | | Intangible liabilities, net | $17,804 | $20,870 | $(3,066) | Amortization of Intangibles (Amounts in thousands) | Amortization | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Above and below-market leases, net | $1,376 | $1,632 | $2,829 | $2,972 | | Acquired in-place leases | $3,060 | $4,340 | $6,218 | $9,100 | [Note 8. Debt](index=16&type=section&id=Note%208.%20Debt) Outlines the company's outstanding debt, including notes, mortgages, and refinancing activities - **Revolving credit facility** terminated on **May 5, 2025**, with no outstanding balance[59](index=59&type=chunk) Consolidated Outstanding Debt (Amounts in thousands) | Debt Type | June 30, 2025 | December 31, 2024 | | :------------------------------- | :------------ | :---------------- | | Total notes and mortgages payable | $3,692,050 | $3,692,050 | | Total notes and mortgages payable, net | $3,680,857 | $3,676,630 | - Key loans maturing in the near term include **$500 million** for **31 West 52nd Street** (**June 2026**) and **$860 million** for **1301 Avenue of the Americas** (**August 2026**). The company is exploring refinancing options[60](index=60&type=chunk) [Note 9. Derivative Instruments and Hedging Activities](index=16&type=section&id=Note%209.%20Derivative%20Instruments%20and%20Hedging%20Activities) Describes the company's use of derivative instruments for hedging interest rate risks - The company has **interest rate cap agreements** with a **notional amount of $860 million**, capping **SOFR** at **3.50%** through **August 2025**, for the **1301 Avenue of the Americas** property[61](index=61&type=chunk)[63](index=63&type=chunk) Other Comprehensive Losses from Derivatives (Amounts in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Other comprehensive losses from changes in fair value of derivatives | $(461) | $(5,968) | $(474) | $(10,655) | [Note 10. Equity](index=17&type=section&id=Note%2010.%20Equity) Details the company's equity structure, including stock repurchase programs and share issuances - **$15 million** capacity remains under the **$200 million stock repurchase program**[65](index=65&type=chunk) - No shares were repurchased during the six months ended June 30, 2025[65](index=65&type=chunk) [Note 11. Accumulated Other Comprehensive (Loss) Income](index=17&type=section&id=Note%2011.%20Accumulated%20Other%20Comprehensive%20(Loss)%20Income) Reports on changes in accumulated other comprehensive loss or income from various sources Accumulated Other Comprehensive (Loss) Income (Amounts in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Income related to cash flow hedges recognized in other comprehensive (loss) income | $302 | $1,079 | $642 | $3,457 | | Amounts reclassified from accumulated other comprehensive (loss) income decreasing interest and debt expense | $(763) | $(7,047) | $(1,116) | $(14,112) | [Note 12. Noncontrolling Interests](index=17&type=section&id=Note%2012.%20Noncontrolling%20Interests) Provides details on noncontrolling interests in consolidated joint ventures, funds, and the Operating Partnership Noncontrolling Interests (Amounts in thousands) | Noncontrolling Interest | June 30, 2025 | December 31, 2024 | Change | | :--------------------------------------------- | :------------ | :---------------- | :----- | | Consolidated joint ventures | $743,127 | $495,340 | +$247,787 | | Consolidated real estate related funds | $84,743 | $82,875 | +$1,868 | | Operating Partnership | $246,086 | $290,005 | $(43,919) | - The increase in **noncontrolling interests in consolidated joint ventures** is net of a **$40,545 thousand mezzanine loan receivable** from the **One Front Street** sale[68](index=68&type=chunk) [Note 13. Variable Interest Entities ("VIEs")](index=19&type=section&id=Note%2013.%20Variable%20Interest%20Entities%20(%22VIEs%22)) Discusses the company's involvement with variable interest entities and associated assets and liabilities - The **Operating Partnership**, in which the company owns approximately **92.5%**, is a consolidated **VIE**[73](index=73&type=chunk) Consolidated VIE Assets and Liabilities (Amounts in thousands) | Metric | June 30, 2025 | December 31, 2024 | Change | | :---------------------------- | :------------ | :---------------- | :----- | | Total VIE assets | $4,682,280 | $3,834,072 | +$848,208 | | Total VIE liabilities | $2,403,536 | $2,393,672 | +$9,864 | Maximum Risk of Loss from Unconsolidated VIEs (Amounts in thousands) | Metric | June 30, 2025 | December 31, 2024 | Change | | :-------------------------------------------- | :------------ | :---------------- | :----- | | Maximum risk of loss from unconsolidated VIEs | $10,946 | $6,343 | +$4,603 | [Note 14. Fair Value Measurements](index=20&type=section&id=Note%2014.%20Fair%20Value%20Measurements) Presents fair value measurements for financial assets and liabilities, including interest rate caps and debt Financial Assets Measured at Fair Value (Amounts in thousands) | Metric | June 30, 2025 | December 31, 2024 | Change | | :---------------------------- | :------------ | :---------------- | :----- | | Interest rate cap assets | $729 | $3,650 | $(2,921) | Notes and Mortgages Payable - Carrying Amount vs. Fair Value (Amounts in thousands) | Metric | Carrying Amount (June 30, 2025) | Fair Value (June 30, 2025) | Carrying Amount (Dec 31, 2024) | Fair Value (Dec 31, 2024) | | :---------------------------- | :------------------------------ | :------------------------- | :----------------------------- | :------------------------ | | Notes and mortgages payable | $3,692,050 | $3,489,983 | $3,692,050 | $3,412,126 | [Note 15. Leases](index=21&type=section&id=Note%2015.%20Leases) Details rental revenue from leases and future undiscounted cash flows from non-cancellable operating leases Rental Revenue Details (Amounts in thousands) | Rental Revenue | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Fixed | $145,109 | $158,406 | $298,528 | $319,230 | | Variable | $22,924 | $21,272 | $48,526 | $40,171 | | Total rental revenue | $168,033 | $179,678 | $347,054 | $359,401 | Future Undiscounted Cash Flows from Non-Cancellable Operating Leases (Amounts in thousands) | Year | Amount | | :---------------------------------------------------- | :----- | | 2025 (July 1 - Dec 31) | $276,658 | | 2026 | $510,832 | | 2027 | $501,456 | | 2028 | $510,955 | | 2029 | $494,292 | | 2030 | $444,990 | | Thereafter | $1,826,286 | | Total | $4,565,469 | [Note 16. Fee and Other Income](index=21&type=section&id=Note%2016.%20Fee%20and%20Other%20Income) Breaks down various sources of fee and other income, including asset and property management fees Fee and Other Income Details (Amounts in thousands) | Income Type | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Asset management | $1,911 | $2,317 | $3,780 | $4,622 | | Property management | $1,386 | $1,657 | $2,899 | $3,401 | | Acquisition, disposition, leasing and other | $923 | $330 | $2,566 | $2,529 | | Total fee income | $4,220 | $4,304 | $9,245 | $10,552 | | Other income | $4,792 | $3,426 | $7,765 | $6,332 | | Total fee and other income | $9,012 | $7,730 | $17,010 | $16,884 | [Note 17. Interest and Other Income, net](index=22&type=section&id=Note%2017.%20Interest%20and%20Other%20Income%2C%20net) Reports on interest income and other non-operating income components Interest and Other Income, Net (Amounts in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Interest income, net | $4,026 | $3,893 | $7,841 | $7,876 | | Non-cash gain on extinguishment of IPO related tax liability | $- | $- | $- | $15,437 | | Total interest and other income, net | $4,026 | $3,893 | $7,841 | $23,313 | [Note 18. Interest and Debt Expense](index=22&type=section&id=Note%2018.%20Interest%20and%20Debt%20Expense) Details the company's interest expense and amortization of deferred financing costs Interest and Debt Expense Details (Amounts in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Interest expense | $39,525 | $37,377 | $79,088 | $75,278 | | Amortization of deferred financing costs | $2,759 | $2,627 | $6,396 | $4,995 | | Total interest and debt expense | $42,284 | $40,004 | $85,484 | $80,273 | - The increase in **interest and debt expense** was driven by the expiration of **interest rate swaps** on **$500 million** of debt at **1301 Avenue of the Americas** and a **$462 thousand write-off** of deferred financing costs from **credit facility termination**[93](index=93&type=chunk)[176](index=176&type=chunk)[192](index=192&type=chunk) [Note 19. Incentive Compensation](index=22&type=section&id=Note%2019.%20Incentive%20Compensation) Provides information on stock-based compensation expense and equity award vesting Stock-Based Compensation Expense (Amounts in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Stock-based compensation expense | $7,860 | $5,068 | $11,612 | $11,262 | - **Stock-based compensation** for the three and six months ended June 30, 2025, includes **$4,438 thousand** from accelerated vesting of **equity awards** for two former named executive officers[94](index=94&type=chunk) - **26.7%** (**474,463**) of LTIP units granted under the **2022 Performance Program** were earned, with half vesting immediately on **February 7, 2025**, and the rest on **December 31, 2025**[95](index=95&type=chunk) [Note 20. Earnings Per Share](index=23&type=section&id=Note%2020.%20Earnings%20Per%20Share) Presents the calculation of basic and diluted earnings per share for common stockholders Earnings Per Share Details (Amounts in thousands, except per share amounts) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net (loss) income attributable to common stockholders | $(19,785) | $(7,819) | $(29,811) | $2,046 | | (Loss) income per common share - basic and diluted | $(0.09) | $(0.04) | $(0.14) | $0.01 | | Weighted average common shares outstanding | 219,217 | 217,205 | 218,614 | 217,155 | [Note 21. Related Parties](index=23&type=section&id=Note%2021.%20Related%20Parties) Discloses transactions and relationships with related parties, including services and reimbursements - Incurred costs of **$219 thousand** (**6 months** ended June 30, 2025) for services from **HT Consulting GmbH**, owned by the **CEO**[99](index=99&type=chunk) - Incurred costs of **$147 thousand** (**6 months** ended June 30, 2025) for **CEO's business travel** using his private aircraft[100](index=100&type=chunk) - Reimbursed **$274 thousand** (**6 months** ended June 30, 2025) in legal fees to former **COO's counsel**, where his brother is a partner, related to an **SEC investigation**[105](index=105&type=chunk) [Note 22. Commitments and Contingencies](index=25&type=section&id=Note%2022.%20Commitments%20and%20Contingencies) Outlines the company's legal proceedings, guarantees, and compliance with debt covenants - The **SEC** is investigating the adequacy of disclosures concerning **executive compensation**, **perquisites**, **corporate asset use**, **related party transactions**, **conflicts of interest**, and **control failures**. The outcome, costs, and duration are currently unestimable[111](index=111&type=chunk) - As of **June 30, 2025**, the company believes it is in compliance with all covenants in its consolidated mortgage debt agreements[112](index=112&type=chunk) - In connection with the **60 Wall Street joint venture's modified mortgage loan**, the company provided certain guarantees, including a **completion guarantee**, and has recorded a **$14,844 thousand asset and liability** for these obligations and indemnifications[113](index=113&type=chunk) [Note 23. Segments](index=26&type=section&id=Note%2023.%20Segments) Reports financial information by operating segment, focusing on New York and San Francisco properties - The company's operating segments are **New York** and **San Francisco**, aligning with internal reporting and key operating decisions[115](index=115&type=chunk) Paramount's Share of Net Operating Income (NOI) (Amounts in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Paramount's share of NOI | $82,361 | $90,636 | $169,149 | $184,219 | | New York NOI | $58,023 | $63,396 | $116,676 | $131,765 | | San Francisco NOI | $26,102 | $28,158 | $55,924 | $54,398 | Total Assets by Segment (Amounts in thousands) | Total Assets as of: | June 30, 2025 | December 31, 2024 | | :---------------------------------- | :------------ | :---------------- | | Total | $7,958,713 | $7,871,503 | | New York | $5,194,541 | $5,138,087 | | San Francisco | $2,351,304 | $2,332,583 | [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=29&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides a detailed analysis of Paramount Group, Inc.'s financial condition and operational results for the three and six months ended June 30, 2025 [Forward-Looking Statements](index=29&type=section&id=Forward-Looking%20Statements) Highlights inherent risks and uncertainties associated with future financial performance and market conditions - **Forward-looking statements** are subject to risks including unfavorable market conditions, high property concentrations in **New York City** and **San Francisco**, and general real estate ownership risks[123](index=123&type=chunk) - Key risks also include decreased rental rates, potential loss of major tenants, and trends in the office real estate industry such as telecommuting and flexible work schedules[123](index=123&type=chunk) - **Financial risks** involve substantial indebtedness, failure to refinance debt, fluctuations in interest rates, and compliance with **REIT** requirements[127](index=127&type=chunk) [Critical Accounting Estimates](index=30&type=section&id=Critical%20Accounting%20Estimates) Addresses key accounting estimates that require significant judgment and can impact financial results - No material changes to **critical accounting estimates** from the Annual Report on Form 10-K for the year ended December 31, 2024[125](index=125&type=chunk) [Recently Issued Accounting Literature](index=30&type=section&id=Recently%20Issued%20Accounting%20Literature) Refers to new accounting standards and their potential effects on the company's financial reporting - Refer to **Note 2**, '**Basis of Presentation and Significant Accounting Policies**,' for a summary of recently issued accounting literature and their potential impact[126](index=126&type=chunk) [Business Overview](index=31&type=section&id=Business%20Overview) Provides an overview of the company's core business, property portfolio, and recent strategic activities - **Paramount Group, Inc.** is a **REIT** specializing in **Class A office properties** in **New York City** and **San Francisco**, with a **92.5% ownership** in its **Operating Partnership**[128](index=128&type=chunk) - The company's portfolio includes **17 properties** totaling **13.1 million square feet**, comprising **8.7 million sq ft** in **New York**, **3.6 million sq ft** in **San Francisco**, and **0.8 million sq ft** of managed properties[129](index=129&type=chunk)[135](index=135&type=chunk) - Recent dispositions include a **45.0% equity interest** in **900 Third Avenue** (**$94 million net proceeds**) and a **25.0% equity interest** in **One Front Street** (**$11.5 million net proceeds**). The **revolving credit facility** was terminated, and **Market Center** was sold via deed-in-lieu of foreclosure[130](index=130&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) [Leasing Results - Three Months Ended June 30, 2025](index=33&type=section&id=Leasing%20Results%20-%20Three%20Months%20Ended%20June%2030%2C%202025) Analyzes leasing activity, occupancy rates, and rental rate changes for the three-month period Leasing Statistics (Three Months Ended June 30, 2025) | Metric | Total | New York | San Francisco | | :------------------------------------ | :---- | :------- | :------------ | | Total square feet leased | 404,710 | 211,375 | 193,335 | | Pro rata share of total square feet leased | 255,621 | 155,389 | 100,232 | | Initial rent (per sq ft) | $91.93 | $91.18 | $93.07 | | Weighted average lease term (years) | 12.9 | 14.7 | 10.3 | | Same Store Leased Occupancy (June 30, 2025) | 85.4% | 88.1% | 75.1% | | Same Store Leased Occupancy (March 31, 2025) | 86.2% | 87.4% | 82.3% | - **Same store leased occupancy** decreased by **80 basis points** to **85.4%** at June 30, 2025, primarily due to **Google's lease expiration** at **One Market Plaza** in **San Francisco**[139](index=139&type=chunk)[143](index=143&type=chunk) Second Generation Space Rental Rate Change (3 Months Ended June 30, 2025) | Second Generation Space Rental Rate Change | Total | New York | San Francisco | | :------------------------------------------------------------------------ | :------ | :------- | :------------ | | GAAP basis percentage increase | 2.6% | 1.5% | 4.6% | | Cash basis percentage decrease | (5.4%) | (1.0%) | (13.6%) | [Leasing Results - Six Months Ended June 30, 2025](index=35&type=section&id=Leasing%20Results%20-%20Six%20Months%20Ended%20June%2030%2C%202025) Examines leasing performance, occupancy trends, and rental rate adjustments over the six-month period Leasing Statistics (Six Months Ended June 30, 2025) | Metric | Total | New York | San Francisco | | :------------------------------------ | :---- | :------- | :------------ | | Total square feet leased | 688,584 | 489,490 | 199,094 | | Pro rata share of total square feet leased | 442,068 | 339,425 | 102,643 | | Initial rent (per sq ft) | $85.43 | $83.07 | $93.21 | | Weighted average lease term (years) | 12.9 | 13.8 | 10.1 | | Same Store Leased Occupancy (June 30, 2025) | 85.4% | 88.1% | 75.1% | | Same Store Leased Occupancy (Dec 31, 2024) | 84.8% | 85.0% | 83.8% | - **Same store leased occupancy** increased by **60 basis points** to **85.4%** at June 30, 2025, from **84.8%** at December 31, 2024, despite the scheduled expiration of **Google's lease** in **April 2025** at **One Market Plaza**[148](index=148&type=chunk)[152](index=152&type=chunk) Second Generation Space Rental Rate Change (6 Months Ended June 30, 2025) | Second Generation Space Rental Rate Change | Total | New York | San Francisco | | :------------------------------------------------------------------------ | :------ | :------- | :------------ | | GAAP basis percentage increase | 3.7% | 3.2% | 4.9% | | Cash basis percentage decrease | (4.5%) | (1.2%) | (13.2%) | [Financial Results - Three Months Ended June 30, 2025 and 2024](index=37&type=section&id=Financial%20Results%20-%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) Compares key financial metrics, including net loss, EPS, FFO, and Same Store NOI, for the three-month periods Key Financial Metrics (Three Months Ended June 30, 2025 vs 2024) | Metric (Amounts in thousands, except per share) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change | | :---------------------------------------------- | :--------------------------- | :--------------------------- | :----- | | Net loss attributable to common stockholders | $(19,785) | $(7,819) | $(11,966) | | Diluted EPS | $(0.09) | $(0.04) | $(0.05) | | FFO attributable to common stockholders | $26,990 | $42,655 | $(15,665) | | FFO per diluted share | $0.12 | $0.20 | $(0.08) | | Core FFO attributable to common stockholders | $36,927 | $43,428 | $(6,501) | | Core FFO per diluted share | $0.17 | $0.20 | $(0.03) | - **Net loss** for the three months ended June 30, 2025, includes **$7,535 thousand** (**$0.03 per diluted share**) of expense related to accelerated **equity awards** and **severance payments**[154](index=154&type=chunk)[155](index=155&type=chunk) Same Store Results (Three Months Ended June 30, 2025 vs 2024) | Same Store Results | Total | New York | San Francisco | | :-------------------------------------------------------- | :------ | :------- | :------------ | | Same Store NOI | (4.6%) | (5.3%) | (3.0%) | | Same Store Cash NOI | 0.5% | 1.2% | (0.8%) | [Financial Results - Six Months Ended June 30, 2025 and 2024](index=38&type=section&id=Financial%20Results%20-%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) Compares key financial metrics, including net loss, EPS, FFO, and Same Store NOI, for the six-month periods Key Financial Metrics (Six Months Ended June 30, 2025 vs 2024) | Metric (Amounts in thousands, except per share) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change | | :---------------------------------------------- | :--------------------------- | :--------------------------- | :----- | | Net loss attributable to common stockholders | $(29,811) | $2,046 | $(31,857) | | Diluted EPS | $(0.14) | $0.01 | $(0.15) | | FFO attributable to common stockholders | $63,870 | $102,476 | $(38,606) | | FFO per diluted share | $0.29 | $0.47 | $(0.18) | | Core FFO attributable to common stockholders | $74,818 | $91,366 | $(16,548) | | Core FFO per diluted share | $0.34 | $0.42 | $(0.08) | - **Net loss** for the six months ended June 30, 2025, includes **$7,535 thousand** (**$0.03 per diluted share**) of expense related to accelerated **equity awards** and **severance payments**. The prior year included a **$14,148 thousand** (**$0.07 per diluted share**) **non-cash gain on extinguishment of an IPO-related tax liability**[160](index=160&type=chunk)[161](index=161&type=chunk) Same Store Results (Six Months Ended June 30, 2025 vs 2024) | Same Store Results | Total | New York | San Francisco | | :-------------------------------------------------------- | :------ | :------- | :------------ | | Same Store NOI | (5.0%) | (9.3%) | 5.3% |\ | Same Store Cash NOI | (1.8%) | (6.9%) | 9.2% | [Results of Operations - Three Months Ended June 30, 2025 and 2024](index=39&type=section&id=Results%20of%20Operations%20-%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) Analyzes consolidated revenues, expenses, and net loss for the three-month periods, highlighting key drivers Consolidated Results of Operations (Three Months Ended June 30, 2025 vs 2024) (Amounts in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change | | :-------------------------------------------- | :--------------------------- | :--------------------------- | :----- | | Total Revenues | $177,045 | $187,408 | $(10,363) | | Rental revenue | $168,033 | $179,678 | $(11,645) | | Fee and other income | $9,012 | $7,730 | $1,282 | | Total Expenses | $159,966 | $152,982 | $6,984 | | Operating expenses | $74,884 | $74,192 | $692 | | General and administrative | $24,311 | $16,632 | $7,679 | | Net loss attributable to common stockholders | $(19,785) | $(7,819) | $(11,966) | - **Rental revenue** decreased primarily due to lower average occupancy at **31 West 52nd Street** (**New York**) and **One Market Plaza** (**San Francisco**)[169](index=169&type=chunk) - **General and administrative expenses** increased due to **$8,188 thousand** in **severance costs** related to acceleration of **equity awards** and **severance payments**[171](index=171&type=chunk) [Results of Operations - Six Months Ended June 30, 2025 and 2024](index=43&type=section&id=Results%20of%20Operations%20-%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) Analyzes consolidated revenues, expenses, and net loss for the six-month periods, highlighting key drivers Consolidated Results of Operations (Six Months Ended June 30, 2025 vs 2024) (Amounts in thousands) | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change | | :-------------------------------------------- | :--------------------------- | :--------------------------- | :----- | | Total Revenues | $364,064 | $376,285 | $(12,221) | | Rental revenue | $347,054 | $359,401 | $(12,347) | | Fee and other income | $17,010 | $16,884 | $126 | | Total Expenses | $314,506 | $302,648 | $11,858 | | Operating expenses | $152,934 | $145,932 | $7,002 | | General and administrative | $41,772 | $33,266 | $8,506 | | Net loss attributable to common stockholders | $(29,811) | $2,046 | $(31,857) | - **Rental revenue** decreased due to lower average occupancy at **31 West 52nd Street** (**New York**) and **One Market Plaza** (**San Francisco**)[185](index=185&type=chunk) - **Interest and other income, net**, decreased by **$15,472 thousand**, primarily due to a **non-cash gain on extinguishment of an IPO-related tax liability** in the prior year that did not recur[191](index=191&type=chunk) - **Income from unconsolidated joint ventures** increased by **$4,076 thousand**, mainly from higher gains on sale of **residential condominium units** at **One Steuart Lane** and improved performance at **60 Wall Street**[190](index=190&type=chunk) [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's cash position, debt obligations, and strategies for managing financial flexibility Liquidity Position (Amounts in thousands) | Metric | June 30, 2025 | | :---------------------------- | :------------ | | Total Liquidity | $659,565 | | Cash and cash equivalents | $439,905 | | Restricted cash | $219,660 | - The company suspended its regular quarterly dividend in **September 2024** to strengthen its **balance sheet** and maintain **financial flexibility**[203](index=203&type=chunk) - **Consolidated outstanding debt** is **$3.69 billion**, with **$500 million** (**31 West 52nd Street**) and **$860 million** (**1301 Avenue of the Americas**) maturing in **2026**. Refinancing options are being explored[201](index=201&type=chunk) - **Unconsolidated joint ventures** have **$1.41 billion** in **outstanding indebtedness**, with the company's share at **$359,982 thousand**. The company does not guarantee this debt but may fund additional capital[204](index=204&type=chunk) [Cash Flows](index=50&type=section&id=Cash%20Flows) Summarizes cash flow activities from operations, investing, and financing, and their impact on liquidity Cash Flow Summary (Six Months Ended June 30, 2025 vs 2024) (Amounts in thousands) | Cash Flow Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change | | :-------------------------------------- | :--------------------------- | :--------------------------- | :----- | | Net cash provided by operating activities | $77,080 | $136,855 | $(59,775) | | Net cash used in investing activities | $(70,590) | $(64,952) | $(5,638) | | Net cash provided by (used in) financing activities | $97,628 | $(109,402) | $207,030 | | Net increase (decrease) in cash and cash equivalents and restricted cash | $104,118 | $(37,499) | $141,617 | - **Financing activities** in 2025 generated **$97,628 thousand**, primarily from the sale of **equity interests** in **900 Third Avenue** (**$83,307 thousand**) and **One Front Street** (**$10,266 thousand**)[217](index=217&type=chunk) - **Investing activities** used **$70,590 thousand**, mainly for additions to **real estate** (**$73,771 thousand**) and **capital contributions** to **unconsolidated joint ventures** (**$4,629 thousand**)[215](index=215&type=chunk) [Non-GAAP Financial Measures](index=52&type=section&id=Non-GAAP%20Financial%20Measures) Explains and reconciles non-GAAP financial metrics used to evaluate the company's operating performance - **NOI**, **Same Store NOI**, **FFO**, and **Core FFO** are supplemental **non-GAAP measures** used to evaluate **operating performance** and enhance **comparability**[219](index=219&type=chunk)[220](index=220&type=chunk)[228](index=228&type=chunk) Non-GAAP Financial Metrics (Six Months Ended June 30, 2025 vs 2024) (Amounts in thousands) | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change | | :-------------------------------------------- | :--------------------------- | :--------------------------- | :----- | | Paramount's share of NOI | $169,149 | $184,219 | $(15,070) | | Paramount's share of Cash NOI | $166,353 | $175,520 | $(9,167) | | FFO attributable to common stockholders | $63,870 | $102,476 | $(38,606) | | Core FFO attributable to common stockholders | $74,818 | $91,366 | $(16,548) | Same Store Performance (Six Months Ended June 30, 2025 vs 2024) | Same Store Performance | Total | New York | San Francisco | | :------------------------------------------------------------ | :------ | :------- | :------------ | | Same Store NOI % (Decrease) increase | (5.0%) | (9.3%) | 5.3% | | Same Store Cash NOI % (Decrease) increase | (1.8%) | (6.9%) | 9.2% | [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=59&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk stems from its fixed and variable rate indebtedness - The company manages **variable rate debt market risk** using **interest rate cap agreements**, with an **$860 million notional amount** capping **SOFR** at **3.50%** through **August 2025** for **1301 Avenue of the Americas**[231](index=231&type=chunk)[235](index=235&type=chunk) Paramount's Share of Indebtedness and Sensitivity to Interest Rate Changes (Amounts in thousands, except per share amount) | Debt Type | June 30, 2025 Balance | Weighted Average Interest Rate | Effect of 1% Increase in Base Rates | | :-------------------------------------------- | :-------------------- | :----------------------------- | :---------------------------------- | | Paramount's share of consolidated debt: | | | | | Variable rate | $860,000 | 6.27% | $8,600 | | Fixed rate | $2,113,680 | 3.45% | $- | | Paramount's share of debt of non-consolidated entities: | | | | | Variable rate | $102,955 | 6.51% | $1,030 | | Fixed rate | $257,027 | 4.06% | $- | | Total change in annual net income | | | $8,871 | | Per diluted share | | | $0.04 | [ITEM 4. CONTROLS AND PROCEDURES](index=61&type=section&id=Item%204.%20Controls%20and%20Procedures) As of June 30, 2025, the company's Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective in ensuring timely and accurate reporting - As of **June 30, 2025**, **disclosure controls and procedures** were deemed effective by the **CEO** and **CFO**[240](index=240&type=chunk) - No **material changes** to **internal control over financial reporting** occurred during the period covered by the report[241](index=241&type=chunk) PART II. OTHER INFORMATION This section provides additional information on legal proceedings, risk factors, equity sales, and other disclosures [ITEM 1. LEGAL PROCEEDINGS](index=62&type=section&id=Item%201.%20Legal%20Proceedings) The SEC's Division of Enforcement is conducting an investigation into the company's disclosures regarding executive compensation, perquisites, corporate asset use, related party transactions, conflicts of interest, and control failures - The **SEC** is investigating the company's disclosures on **executive compensation**, **perquisites**, **corporate asset use**, **related party transactions**, **conflicts of interest**, and **control failures**[242](index=242&type=chunk) - The company is cooperating with the **SEC**, but the likely outcome, potential costs, and duration of the investigation are currently unestimable[242](index=242&type=chunk) [ITEM 1A. RISK FACTORS](index=62&type=section&id=Item%201A.%20Risk%20Factors) This section updates and supplements existing risk factors, emphasizing the potential adverse effects of litigation on the company's financial condition, results of operations, cash flow, and stock price - The company faces risks from **litigation**, including defense costs, settlements, fines, or judgments, which may not be fully covered by insurance and could adversely impact **financial condition** and **stock price**[245](index=245&type=chunk) - The ongoing **SEC investigation** into **executive compensation**, **related party transactions**, and **control failures**, along with **shareholder demand letters**, poses a significant **litigation risk** with unestimable costs and outcomes[246](index=246&type=chunk)[247](index=247&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=63&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the three months ended June 30, 2025, the company issued 111,285 shares of common stock in exchange for Operating Partnership common units, utilizing a Section 4(a)(2) exemption - Issued **111,285 common shares** in exchange for **Operating Partnership common units**, relying on **Section 4(a)(2) exemption**[249](index=249&type=chunk) - No shares were repurchased under the **$200 million stock repurchase program** during the three months ended June 30, 2025, with **$15 million** capacity remaining[250](index=250&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=63&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the reporting period - No defaults upon **senior securities**[251](index=251&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=63&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[252](index=252&type=chunk) [ITEM 5. OTHER INFORMATION](index=63&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025 - No **Rule 10b5-1** or **non-Rule 10b5-1 trading arrangements** were adopted, terminated, or modified by directors or officers during the three months ended June 30, 2025[253](index=253&type=chunk) [ITEM 6. EXHIBITS](index=64&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed or furnished with the Form 10-Q, including certifications from the CEO and CFO, the separation agreement for Wilbur Paes, and Inline XBRL financial data - **Exhibits** include **certifications** from the **CEO** and **CFO** (**31.1**, **31.2**, **32.1**, **32.2**), the **Separation Agreement and Release** for **Wilbur Paes** (**10.1**), and **Inline XBRL financial data** (**101**, **104**)[255](index=255&type=chunk) SIGNATURES Confirms the official signing and submission of the financial report by authorized personnel - The report was signed by **Ermelinda Berberi**, **Executive Vice President**, **Chief Financial Officer** and **Treasurer**, on **July 30, 2025**[259](index=259&type=chunk)

Core Insights - The Skydance Media and Paramount Global merger, valued at $8.4 billion, is set to close next week after a lengthy regulatory review, marking it as a significant business event of the year [2] - The merger is not just a financial transaction but is also seen as a strategic move to reshape the media landscape in the U.S., particularly in how news is delivered to millions of consumers [3] Regulatory Context - The FCC chairman, appointed by Trump, indicated that the merger reflects a broader agenda to realign media operations, suggesting that the deal is influenced by political considerations [3] - The new ownership under Skydance CEO David Ellison aims to adjust CBS's editorial direction to reflect diverse ideological perspectives, which has raised concerns about potential bias [3][10] Industry Reactions - Former CBS anchor Connie Chung expressed fears about the loss of CBS's autonomy and independence in journalism due to the merger [4] - Concerns have been amplified by recent events, including Paramount's settlement of a lawsuit with Trump, which some view as a capitulation to political pressure [5][6] Editorial Independence - Dan Rather criticized the settlement as a "sell-out" to political extortion, questioning the integrity of independent journalism under the new ownership [6][7] - The merger has prompted fears that political influences will dictate editorial decisions, particularly with reports of potential cuts to diversity programs and a shift towards a more conservative editorial stance [7][8] Cultural Impact - Despite the ideological shifts, some content creators within the Paramount umbrella, like the creators of South Park, continue to critique Trump and the merger, indicating a tension between corporate direction and creative expression [9] - The merger is expected to lead to cost savings and a more competitive streaming strategy for Paramount, but it also raises questions about the future of independent journalism at CBS [10]

Core Viewpoint - Paramount Global is set to report its second quarter 2025 financial results on July 31, 2025, and will conduct a conference call to discuss these results [1] Group 1: Financial Reporting - The financial results will be announced on July 31, 2025, at 4:30 p.m. (ET) [1] - A conference call will be held to present prepared remarks regarding the financial results [1] - An audio replay of the call will be available starting at 7:30 p.m. (ET) on the same day [2] Group 2: Company Overview - Paramount Global is a leading global media, streaming, and entertainment company, known for creating premium content and experiences [3] - The company's portfolio includes well-known brands such as CBS, Paramount Pictures, Nickelodeon, MTV, Comedy Central, BET, Paramount+, and Pluto TV [3] - Paramount holds one of the industry's most extensive libraries of TV and film titles, along with innovative streaming services and digital video products [3]

Group 1 - Paramount Global has received FCC approval for the Skydance-Paramount merger after a nine-month delay, marking a significant change for the company [1] - The approval signals the end of the Redstone era for Paramount Global, indicating a potential shift in strategic direction [1]

Group 1 - Paramount and Skydance's merger is set to close on August 7, following confirmation from both companies [1][2] - The transaction, valued at over $8 billion, received approval from the FCC, marking the end of a year-long process [2] - The new entity will trade on Nasdaq under the ticker symbol PSKY, replacing Paramount's previous ticker PARA [3] Group 2 - Deadlines for Paramount stockholders to elect their form of consideration have been established, with common shareholders having until July 31 and employees until July 28 [4] - Shareholders who do not make an election will automatically receive stock in the new company, with the value of Paramount Class B shares set at $15 [5] - Concerns remain regarding potential layoffs and the future of the company's linear cable networks, which are experiencing declining ratings and advertising revenue [6] Group 3 - Following the FCC decision, shares in Paramount Global initially rose but ended the day down 1.6% at $13.05 [7]