[144] Pagaya Technologies Ltd. SEC Filing

Rhea-AI Filing Summary

Pagaya Technologies Ltd. filed a Rule 144 notice proposing the sale of 1,056,537 common shares through Morgan Stanley Smith Barney LLC on NASDAQ, with an aggregate market value listed as $31,601,021.67 and total shares outstanding shown as 65,319,849. The securities were acquired on 04/25/2016 in a private acquisition from the issuer and payment was made in cash.

The filing also discloses multiple related sales on 06/04/2025 by Viola-related entities with specified share amounts and gross proceeds, and includes the filer’s representation that they do not possess undisclosed material adverse information.

Positive

• Brokered transaction: Proposed sale will be handled by Morgan Stanley Smith Barney LLC, a major broker-dealer.
• Acquisition disclosed: Shares were acquired in a private acquisition from the issuer on 04/25/2016 and payment was made in cash, which is specified in the filing.

Negative

• Large proposed disposition: The notice covers 1,056,537 shares with an aggregate market value of $31,601,021.67 to be sold on 08/12/2025.
• Recent related-party sales disclosed: Multiple Viola-related entities reported sales on 06/04/2025, including Viola Ventures IV (B) 933,157 shares for $15,770,353.30 and VIOLA VENTURES IV (A), L.P. 893,139 shares for $15,094,049.10, among others, with listed gross proceeds.

Insights

Securities Analyst

TL;DR: Rule 144 notice to sell 1,056,537 PGY shares; related-party sales on 06/04/2025 are disclosed.

The document is a routine Rule 144 notice identifying a proposed sale of 1,056,537 common shares via Morgan Stanley Smith Barney on NASDAQ with an aggregate market value of $31,601,021.67. Acquisition history is provided (private acquisition from the issuer on 04/25/2016) and the filing lists several related-entity sales on 06/04/2025 with their gross proceeds. As a disclosure, it supplies the core information investors need about the origin, broker, and recent dispositions but does not include context on company financials or market impact.

Corporate Governance Expert

TL;DR: The filing documents compliance with Rule 144 formalities and lists prior related-party sales.

The notice records the source of the shares (private acquisition from the issuer) and payment method (cash), and the signer’s certification that no material non-public information is known. It also details multiple transfers by Viola-related entities on 06/04/2025. This is consistent with disclosure obligations; however, the form itself does not provide governance context beyond the compliance assertions it contains.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	1056537	31601021.67	65319849	08/12/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	04/25/2016	Private Acquisition from Issuer/Affiliate	Issuer			1056537	04/25/2016	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Viola Ventures IV (B), L.P. 335 Madison Ave, 16th Floor New York NY 10017	Common	06/04/2025	933157	15770353.30
Viola 4 P, Limited Partnership 335 Madison Ave, 16th Floor New York NY 10017	Common	06/04/2025	152467	2576692.30
ViolaVentures IV Principals Fund LP 335 Madison Ave, 16th Floor New York NY 10017	Common	06/04/2025	51417	868947.30
Viola Ventures IV CEO Program, L.P. 335 Madison Ave, 16th Floor New York NY 10017	Common	06/04/2025	13765	232628.50
VIOLA VENTURES IV (A), L.P. 335 Madison Ave, 16th Floor New York NY 10017	Common	06/04/2025	893139	15094049.10

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is being reported in the PGY Form 144 filing?

The filing reports a proposed sale of 1,056,537 Pagaya common shares via Morgan Stanley Smith Barney LLC on NASDAQ, with aggregate value $31,601,021.67.

When and how were the shares to be sold acquired?

The shares were acquired on 04/25/2016 in a private acquisition from the issuer, and payment was made in cash.

Does the filing list recent sales by related parties?

Yes. The filing lists multiple sales on 06/04/2025 by Viola-related entities with specified share amounts and gross proceeds.

Which broker is handling the proposed sale?

The notice names Morgan Stanley Smith Barney LLC (Executive Financial Services, 1 New York Plaza, 8th Floor, New York) as the broker.

Does the filer assert possession of undisclosed material information?

The filer represents, by signing the notice, that they do not know any material adverse information