[144] Pagaya Technologies Ltd. SEC Filing

Rhea-AI Filing Summary

Pagaya Technologies Ltd. (PGY) filed a Form 144 disclosing a proposed sale of 180,361 common shares with an aggregate market value of $5,394,597.51. The sale is to be executed through Morgan Stanley Smith Barney LLC on NASDAQ with an approximate sale date of 08/12/2025. The filing shows these shares were privately acquired from the issuer/affiliate on 05/22/2020 and paid for in cash.

The notice also reports multiple related-party sales on 06/04/2025 by Viola-affiliated entities, including: Viola Ventures IV (B) sold 933,157 shares for $15,770,353.30; ViolaVentures IV Principals Fund LP sold 51,417 shares for $868,947.30; Viola Ventures IV CEO Program, L.P. sold 13,765 shares for $232,628.50; Viola Ventures IV (A), L.P. sold 893,139 shares for $15,094,049.10; and VIOLA 4 P, LIMITED PARTNERSHIP sold 152,467 shares for $2,576,692.30.

Positive

• Complete transaction disclosures: The filing specifies share count, aggregate market value, broker (Morgan Stanley Smith Barney LLC), market (NASDAQ), and approximate sale date (08/12/2025).
• Acquisition details provided: Shows shares were privately acquired from the issuer/affiliate on 05/22/2020 and paid in cash, meeting Rule 144 disclosure elements.

Negative

• Recent large affiliated sales: Multiple Viola-related entities sold substantial blocks on 06/04/2025, including Viola Ventures IV (B) at 933,157 shares for $15,770,353.30 and Viola Ventures IV (A) at 893,139 shares for $15,094,049.10.
• Planned insider/affiliate sale: The notice discloses a proposed sale of 180,361 shares valued at $5,394,597.51, which increases disclosed insider/affiliate liquidity in the stock.

Insights

Securities Analyst

TL;DR: This Form 144 reports a planned sale of 180,361 PGY shares and multiple large affiliated sales earlier in June 2025.

The filing documents a proposed sale under Rule 144 of 180,361 common shares valued at $5.39M, to be executed through Morgan Stanley Smith Barney LLC on NASDAQ on 08/12/2025. The shares were acquired from the issuer/affiliate on 05/22/2020 and paid in cash, which satisfies the acquisition disclosure requirement. The filing also lists several large sales on 06/04/2025 by Viola-related entities with detailed share counts and gross proceeds, providing transparency about recent insider/affiliate liquidity events. From a market-impact perspective, these are disclosure items rather than new corporate actions; the materiality depends on trading context and market reaction.

Corporate Governance Expert

TL;DR: Routine Rule 144 disclosure showing affiliate-origin shares and recent sales by Viola entities; governance disclosure appears complete.

The Form 144 lists the broker, market, acquisition date, and payment method for the securities, and the signer affirms no undisclosed material adverse information. Multiple affiliated entities reported sizable sales on 06/04/2025, each with explicit proceeds, which is relevant to shareholder transparency and insider activity monitoring. The filing itself is a standard compliance document and does not state any changes to management, operations, or financial forecasts.

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	180361	5394597.51	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	05/22/2020	Private Acquisition from Issuer/Affiliate	Issuer			180361	05/22/2020	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
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
VIOLA 4 P, LIMITED PARTNERSHIP 335 Madison Ave, 16th Floor New York NY 10017	Common	06/04/2025	152467	2576692.30

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 180,361 common shares valued at $5,394,597.51, to be executed via Morgan Stanley Smith Barney LLC on NASDAQ.

When is the approximate date of the proposed PGY sale?

The Form 144 lists the approximate date of sale as 08/12/2025.

How were the 180,361 shares acquired according to the filing?

The shares were acquired on 05/22/2020 in a private acquisition from the issuer/affiliate and payment was made in cash.

Who is the broker handling the reported PGY sale?

The broker named in the filing is Morgan Stanley Smith Barney LLC, 1 New York Plaza, 8th Floor, New York, NY.

Were there recent related-party sales disclosed in the filing?

Yes. The filing lists multiple sales on 06/04/2025 by Viola-related entities with specific share counts and gross proceeds, including sales of 933,157 and 893,139 shares.

Does the filing state any undisclosed material adverse information?

By signing the notice, the person for whose account the securities are to be sold represents they do not know any material adverse information about the issuer that has not been publicly disclosed.