[8-K] Pagaya Technologies Ltd. Reports Material Event

Rhea-AI Filing Summary

Pagaya Technologies Ltd. (PGY) – Form 8-K: Proposed $450 million senior unsecured notes

On 22 July 2025, subsidiary Pagaya US Holding Company LLC announced a private Rule 144A offering of $450 million aggregate principal amount of senior unsecured notes due 2030. The securities will be fully and unconditionally guaranteed, on a senior unsecured basis, by Pagaya Technologies Ltd. and each subsidiary that already guarantees the company’s existing credit agreement.

Use of proceeds

• Repay all borrowings outstanding under current credit facilities.
• Retire $75 million of other secured debt.
• Cover transaction fees and expenses.
• Any remainder allocated to general corporate purposes.

The notes will be marketed only to qualified institutional buyers that also meet “qualified purchaser” standards under the Investment Company Act. They will not be registered under the Securities Act, and resale will be restricted accordingly.

Strategic impact: If priced successfully, the deal would lengthen PGY’s maturity profile, switch secured debt to unsecured status, and potentially improve liquidity and covenant flexibility, offset by the unknown coupon and an increase in gross debt outstanding.

Positive

• Refinances existing secured and revolving debt, potentially improving covenant flexibility and asset encumbrance.
• Extends maturity profile to 2030, reducing near-term refinancing risk.

Negative

• Gross debt remains unchanged; interest expense could rise if coupon exceeds current facility rates.
• Private placement limits investor transparency; no terms disclosed at announcement.

Insights

Debt Capital Markets Analyst

TL;DR: $450 m unsecured note deal refinances costly secured debt; credit profile modestly improves, pending pricing.

The planned 2030 senior unsecured notes replace bank credit lines and $75 m of secured borrowings, moving PGY toward a more flexible, covenant-light capital structure. Guarantees from the parent and key subsidiaries support investor appetite. Because the issue is unsecured and five-year tenor is unspecified, pricing could come at a premium to existing facilities; however, eliminating security releases collateral and may lower blended cost if coupons are competitive. Net leverage effect is neutral as proceeds repay debt. Overall, the event is mildly positive for liquidity and capital structure visibility.

Portfolio Manager

TL;DR: Transaction is opportunistic refinancing; equity impact likely limited unless pricing is onerous.

From an equity holder’s lens, exchanging short-term secured debt for longer-dated unsecured paper lowers refinancing risk through 2030 and removes liens on assets. The lack of disclosed coupon introduces uncertainty on future interest expense, but market conditions in mid-2025 support single-B corporates near 7-8%. Unless pricing materially exceeds that range, earnings drag should be manageable. Because no equity dilution accompanies the deal, share-value impact skews slightly positive, though not transformational.

FALSE000188308500018830852025-07-222025-07-220001883085us-gaap:CommonClassAMember2025-07-222025-07-220001883085pgy:CommonStockWarrantsMember2025-07-222025-07-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 22, 2025

Commission File Number: 001-41430

Pagaya Technologies Ltd.

(Exact name of registrant as specified in its charter)

Israel

98-1704718

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

335 Madison Ave, 16th Floor

New York, New York

10017

(Address of principal executive offices)

(Zip Code)

(646) 710-7714

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Ordinary Shares, no par value

PGY

The NASDAQ Stock Market LLC

Warrants to purchase Class A Ordinary Shares

PGYWW

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On July 22, 2025, the Company issued a press release announcing that its wholly owned subsidiary, Pagaya US Holding Company LLC (“Pagaya US”), intends to offer, subject to market and other conditions, $450 million aggregate principal amount of unsecured senior notes due 2030 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) (a “qualified institutional buyer”), that are qualified purchasers as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules thereunder (the “Investment Company Act”) (a “qualified purchaser”). These buyers must be acquiring the notes for their own account or for the account of another person, over which they exercise sole discretion, who also meets the criteria of a qualified institutional buyer and a qualified purchaser.

The Company intends to use the net proceeds from the offering of the notes to repay all amounts outstanding under its existing credit facilities and to repay $75 million of certain outstanding secured borrowings as well as to pay related fees and expenses, with the remainder for general corporate purposes.

The notes will be fully and unconditionally guaranteed, on a senior unsecured basis, by Pagaya and each of Pagaya’s subsidiaries (other than Pagaya US) that is a guarantor under its existing credit agreement (collectively, the “Guarantors”). The notes and the related note guarantees will be senior unsecured obligations of Pagaya US and the Guarantors.

The offer and sale of the notes and the related note guarantees have not been, and will not be, registered under the Securities Act, the Investment Company Act or any other securities laws, and the notes cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. In addition, the notes may only be offered, sold or transferred to qualified institutional buyers that are also qualified purchasers and acquiring the notes for their own account or for the account of another person, over which they exercise sole discretion, who also meets the criteria of a qualified institutional buyer and a qualified purchaser.

The foregoing is qualified by reference to the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 do not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release issued by Pagaya Technologies Ltd. announcing commencement of unsecured senior notes offering, dated July 22, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						PAGAYA TECHNOLOGIES LTD.
Date: July 22, 2025			By:			/s/ Evangelos Perros
			Name:			Evangelos Perros
			Title:			Chief Financial Officer

FAQ

Why is PGY issuing $450 million in senior unsecured notes?

To repay existing credit facilities, retire $75 m secured borrowings, cover fees, and fund general corporate purposes.

Will the new notes be registered with the SEC?

No. The notes are unregistered Rule 144A securities available only to qualified institutional buyers that are also qualified purchasers.

Who guarantees the proposed PGY notes?

The notes will be fully and unconditionally guaranteed by Pagaya Technologies Ltd. and its credit-agreement guarantor subsidiaries.

How will the offering affect PGY’s capital structure?

If completed, PGY replaces secured, shorter-term debt with unsecured 2030 notes, improving maturity spacing but possibly increasing interest cost.

What is the expected use of any excess proceeds?

After debt repayment and expenses, any remaining funds will be used for general corporate purposes.