[144] Pagaya Technologies Ltd. SEC Filing

Rhea-AI Filing Summary

Pagaya Technologies Ltd. (Form 144) notice reports a proposed sale of 201,314 common shares through Morgan Stanley Smith Barney, with an aggregate market value of $7,076,560.67. The shares represent part of 65,319,849 shares outstanding and are slated for sale on 09/24/2025 on NASDAQ. The filer indicates these shares were acquired on 09/23/2025 as a distribution from a partnership and were received as a distribution in kind. The filing also discloses multiple related sales on 09/23/2025 and 08/12/2025 by Viola-related entities totaling several large transactions with gross proceeds listed per sale.

Positive

• None.

Negative

• Proposed sale of 201,314 common shares valued at $7,076,560.67 to occur on 09/24/2025 via NASDAQ
• Multiple large prior sales by Viola-affiliated entities on 08/12/2025 and 09/23/2025 are disclosed, with individual gross proceeds in the hundreds of thousands to tens of millions

Insights

Financial Analyst

TL;DR: A planned sale of 201,314 shares (~$7.08M) was filed; prior related sales by Viola entities are also disclosed.

The filing documents a Rule 144 notice for 201,314 common shares to be sold on 09/24/2025 via Morgan Stanley Smith Barney at an aggregate market value of $7,076,560.67. It notes the shares were acquired one day earlier, on 09/23/2025, as a partnership distribution and received in kind. The document additionally lists multiple related dispositions by Viola-affiliated partnerships on 09/23/2025 and 08/12/2025 with individual share counts and gross proceeds, indicating recent concentrated liquidity events by those entities.

Corporate Governance Expert

TL;DR: Large, aggregated partner-level distributions and subsequent sales are disclosed; information is procedural and factual.

The notice is procedural under Rule 144 and confirms the seller's representation about lack of undisclosed material adverse information. It records acquisition by distribution from a partnership and lists detailed past sales by Viola-related limited partnerships, including sizable transactions on 08/12/2025 and 09/23/2025, each with reported gross proceeds. The filing provides no additional managerial commentary or internal rationale.

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	201314	7076560.67	65319849	09/24/2025	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	09/23/2025	Distribution from a Partnership	Partnership			201314	09/23/2025	Distribution in Kind

* 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	09/23/2025	5225	196802.76
ViolaVentures IV Principals Fund LP 335 Madison Ave, 16th Floor New York NY 10017	Common	09/23/2025	14924	562121.41
Viola 4 P, Limited Partnership 335 Madison Ave, 16th Floor New York NY 10017	Common	09/23/2025	23788	895989.29
Viola Ventures IV (B), L.P. 335 Madison Ave, 16th Floor New York NY 10017	Common	09/23/2025	96275	3626255.64
Viola Ventures IV (A), L.P. 335 Madison Ave, 16th Floor New York NY 10017	Common	09/23/2025	1910	71941.30
Viola Ventures IV CEO Program, L.P. 335 Madison Ave, 16th Floor New York NY 10017	Common	08/12/2025	16283	487024.53
ViolaVentures IV Principals Fund LP 335 Madison Ave, 16th Floor New York NY 10017	Common	08/12/2025	60823	1819215.93
Viola 4 P, Limited Partnership 335 Madison Ave, 16th Floor New York NY 10017	Common	08/12/2025	180360	5394567.60
Viola Ventures IV (B), L.P. 335 Madison Ave, 16th Floor New York NY 10017	Common	08/12/2025	1103877	33016961.07
Viola Ventures IV (A), L.P. 335 Madison Ave, 16th Floor New York NY 10017	Common	08/12/2025	1056537	31601021.67

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 shares are covered by this Form 144 for PGY?

The notice covers 201,314 common shares proposed for sale.

What is the aggregate market value of the shares to be sold?

The aggregate market value is reported as $7,076,560.67.

When were the shares acquired and how?

The shares were acquired on 09/23/2025 as a distribution from a partnership and received as a distribution in kind.

When is the planned sale date and on which exchange?

The approximate sale date is 09/24/2025 and the sale is listed for NASDAQ.

Are there recent related sales disclosed in the filing?

Yes; the filing lists multiple related sales on 09/23/2025 and 08/12/2025 by Viola-affiliated entities with detailed share amounts and gross proceeds.

Who is the broker handling the proposed sale?

The broker named is Morgan Stanley Smith Barney LLC, Executive Financial Services located at 1 New York Plaza, 8th Floor, New York, NY 10004.