[144] Pagaya Technologies Ltd. SEC Filing

Rhea-AI Filing Summary

Pagaya Technologies Ltd. (PGY) filed a Form 144 disclosing a proposed sale of 16,283 common shares through Morgan Stanley Smith Barney LLC on NASDAQ with an aggregate market value of $487,024.53 and an approximate sale date of 08/12/2025. The shares were acquired on 04/25/2016 in a private acquisition from the issuer and were paid for in cash.

The filing also reports that related entities sold substantial blocks of common stock on 06/04/2025: five affiliated sellers disposed of a combined 2,043,945 shares for total gross proceeds of $34,542,670.50. The filer certifies they do not possess undisclosed material adverse information regarding the issuer.

Insights

Securities Analyst

TL;DR: Form 144 shows a small insider sale and large affiliated dispositions totaling 2,043,945 shares for $34.54M, a material recent liquidity event.

This filing documents a proposed sale of 16,283 shares valued at $487k and discloses aggregated affiliate sales of 2,043,945 shares for $34,542,670.50 on 06/04/2025. From a market-impact perspective, the affiliate transactions are the most material fact here because they represent a concentrated issuance of supply into the market on a single date. The filing also confirms the 16,283 shares were a private acquisition from the issuer in 2016 and paid in cash, clarifying holding period and origin.

Corporate Governance Expert

TL;DR: The Form 144 provides transparent disclosure of insider-affiliate sales and the seller's attestation about nonpublic material information.

The notice includes the seller's statutory representation that they are not aware of undisclosed material adverse information and specifies acquisition details (04/25/2016, private acquisition, cash). It also names the broker and exchange for the proposed sale. For governance and compliance review, the filing supplies required transaction provenance and affiliate dispositions that should be tracked for related-party reporting and potential lock-up or aggregation rules.

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	16283	487024.53	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			16283	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 (A), L.P. 335 Madison Ave, 16th Floor New York NY 10017	Common	06/04/2025	893139	15094049.10
VIOLA VENTURES IV CEO PROGRAM, L.P. 335 Madison Ave, 16th Floor New York NY 10017	Common	06/04/2025	13765	232628.50

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 does Pagaya (PGY) disclose in this Form 144?

The filing discloses a proposed sale of 16,283 common shares valued at $487,024.53 through Morgan Stanley Smith Barney LLC on NASDAQ, with an approximate sale date of 08/12/2025.

When and how were the 16,283 shares acquired?

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

Did any affiliates sell Pagaya shares recently?

Yes. On 06/04/2025 five related sellers reported combined sales of 2,043,945 shares for total gross proceeds of $34,542,670.50.

Which broker and exchange are named for the proposed sale?

The broker is Morgan Stanley Smith Barney LLC and the proposed sale is listed for NASDAQ.

Does the filer state any undisclosed material information?

The filer certifies by signing the notice that they do not know any material adverse information about the issuer that has not been publicly disclosed.