[144] Pagaya Technologies Ltd. SEC Filing

Rhea-AI Filing Summary

This Form 144 reports a proposed sale of 60,823 shares of Pagaya Technologies Ltd. common stock, with an aggregate market value of $1,819,215.93, to be sold on NASDAQ approximately on 08/12/2025. The filing shows the shares were acquired in a private acquisition from the issuer on 04/25/2016 and paid for in cash.

The notice also discloses multiple related-party sales on 06/04/2025 by Viola-linked entities totaling 2,043,945 shares and gross proceeds of $34,542,670.50. The filing lists 65,319,849 shares outstanding and includes the signer’s representation that no material non-public information is known.

Positive

• None.

Negative

• Related-party sales: Affiliates reported selling 2,043,945 shares on 06/04/2025 for gross proceeds of $34,542,670.50.
• Proposed sale: The current notice seeks to sell 60,823 shares with an aggregate market value of $1,819,215.93 on NASDAQ (approximate sale date 08/12/2025).

Insights

Securities Analyst

TL;DR: Form 144 discloses a proposed sale of 60,823 PGY shares and substantial affiliate sales of 2,043,945 shares for ~$34.54M in June.

The filing is a standard Rule 144 notice documenting an affiliate-originated position acquired in 2016 and the current intended disposition on NASDAQ. The June 4, 2025 transactions by several Viola-related entities are material in size in absolute terms and are recorded with gross proceeds, suggesting sizeable liquidity events by affiliates. As a procedural disclosure, it provides transparency on insider/affiliate selling activity but does not itself disclose new company operational information.

Corporate Governance Expert

TL;DR: Multiple affiliate disposals and a current proposed sale are disclosed; the filer affirms no undisclosed material adverse information.

The notice confirms the shares to be sold were acquired via a private issuance from the issuer on 04/25/2016 with cash payment, and the filer includes the required certification regarding material non-public information. The detailed list of sellers and gross proceeds for 06/04/2025 demonstrates compliance with disclosure norms for affiliated-party sales. This filing is administrative and governance-focused, ensuring regulatory visibility of affiliate liquidity.

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	60823	1819215.93	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			60823	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
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
VIOLAVENTURES IV PRINCIPALS FUND LP, 335 Madison Ave, 16th Floor New York NY 10017	Common	06/04/2025	51417	868947.30

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 the Pagaya (PGY) Form 144 report?

The filing reports a proposed sale of 60,823 common shares of Pagaya with aggregate market value of $1,819,215.93, to be sold on NASDAQ approximately 08/12/2025.

How and when were the shares to be sold originally acquired?

The shares were acquired on 04/25/2016 in a private acquisition from the issuer/affiliate and were paid for in cash.

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

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

How many Pagaya shares are outstanding according to the filing?

The filing lists 65,319,849 shares outstanding.

Does the filer state whether they possess undisclosed material information?

By signing the notice, the filer represents they do not know any material adverse information about the issuer that has not been publicly disclosed.