[144] Pagaya Technologies Ltd. SEC Filing

Rhea-AI Filing Summary

Pagaya Technologies Ltd. (PGY) submitted a Rule 144 notice proposing the sale of 1,103,877 common shares through Morgan Stanley Smith Barney LLC on NASDAQ, with an aggregate market value of $33,016,961.07. The filing reports 65,319,849 shares outstanding and states the shares were acquired 04/25/2016 in a private acquisition from the issuer, with cash payment.

The form discloses related-party transactions on 06/04/2025 by Viola-affiliated funds that sold a total of 2,043,945 shares for aggregate gross proceeds of $34,542,670.50. The filer attests they are unaware of any undisclosed material adverse information.

Positive

• None.

Negative

• Proposed sale of 1,103,877 common shares for an aggregate market value of $33,016,961.07 is disclosed.
• Related-party sales in the past three months total 2,043,945 shares for gross proceeds of $34,542,670.50 (Viola-affiliated entities).

Insights

Securities Analyst

TL;DR: Affiliate sale notice documents a sizable equity disposition but appears procedurally routine under Rule 144.

The filing specifies a proposed sale of 1,103,877 common shares valued at $33,016,961.07, to be executed through Morgan Stanley Smith Barney LLC on NASDAQ. The company reports 65,319,849 shares outstanding. The filer also reports multiple related-party sales on 06/04/2025 totaling 2,043,945 shares for $34,542,670.50 in proceeds. From a market perspective this is a disclosure of insiders/affiliates monetizing holdings; the form contains standard attestations and acquisition history (private acquisition on 04/25/2016, cash payment). No additional financial metrics or forward-looking statements are provided.

Corporate Governance Expert

TL;DR: Disclosure aligns with Rule 144 mechanics; includes attestation and acquisition details for governance transparency.

The notice provides the seller's acquisition date (04/25/2016) and nature of acquisition (private from issuer), and affirms absence of undisclosed material adverse information. It documents the broker and exchange for the proposed sale and lists multiple related-party dispositions in the prior three months by Viola-related entities. The filing is a routine governance disclosure that notifies the market of affiliate sales and confirms procedural compliance with Rule 144 requirements.

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	1103877	33016961.07	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			1103877	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 CEO Program, L.P. 335 Madison Ave, 16th Floor New York NY 10017	Common	06/04/2025	13765	232628.50
ViolaVentures IV Principals Fund LP 335 Madison Ave, 16th Floor New York NY 10017	Common	06/04/2025	51417	868947.30
Viola 4 P, Limited Partnership 335 Madison Ave, 16th Floor New York NY 10017	Common	06/04/2025	152467	2576692.30
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 (B), L.P. 335 Madison Ave, 16th Floor New York NY 10017	Common	06/04/2025	933157	15770353.30

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) Form 144 disclose?

The Form 144 discloses a proposed sale of 1,103,877 common shares via Morgan Stanley Smith Barney LLC on NASDAQ with aggregate value $33,016,961.07.

How many shares outstanding does Pagaya report on the form?

The filing reports 65,319,849 shares outstanding.

When and how were the securities to be sold originally acquired?

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

Which broker and exchange are listed for the proposed sale?

The broker listed is Morgan Stanley Smith Barney LLC, and the exchange is NASDAQ.

Were there related sales in the past three months?

Yes; Viola-related entities sold a combined 2,043,945 shares on 06/04/2025 for total gross proceeds of $34,542,670.50.