Pagaya (PGY) investors approve directors, CEO 2027–2029 pay

Rhea-AI Filing Summary

Pagaya Technologies Ltd. (PGY) reported the results of its Annual General Meeting of Shareholders held on August 17, 2026. Shareholders elected all ten director nominees, each receiving over 120 million votes in favor, with significant broker non-votes of 22,265,220 on each director item.

Shareholders re-appointed the independent registered public accounting firm, with 152,794,384 votes for and limited opposition. On an advisory (non-binding) basis, compensation of the named executive officers was approved with 127,798,789 votes for. Multiple compensation-related proposals for management directors (covering the 2026 bonus framework, ratification of prior actions, and compensation for 2027–2029) were each approved by the required Special Majority, including 81,347,768 votes for CEO Gal Krubiner’s 2027–2029 compensation. Changes to cash compensation for non-employee directors were also approved with 130,171,492 votes for.

Key Figures

Votes for auditor re-appointment: 152,794,384 Votes for say-on-pay: 127,798,789 Votes for CEO 2027–2029 compensation: 81,347,768 +2 more

5 metrics

Votes for auditor re-appointment 152,794,384 Re-appointment of independent registered public accounting firm at 2026 Annual General Meeting

Votes for say-on-pay 127,798,789 Advisory approval of compensation of named executive officers

Votes for CEO 2027–2029 compensation 81,347,768 Approval of compensation for management director Mr. Krubiner for 2027–2029

Broker non-votes (most items) 22,265,220 Broker non-votes recorded on most director and compensation proposals

Votes for non-employee director cash compensation changes 130,171,492 Approval of certain changes to cash compensation for non-employee directors

Key Terms

broker non-votes, advisory (non-binding) basis, Special Majority, emerging growth company

4 terms

broker non-votes financial

"BROKER NON-VOTES | 22,265,220"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) basis financial

"APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION"

Special Majority financial

"The voting results for Items 4(a) and 4(b) reflect the Special Majority"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What did Pagaya Technologies Ltd. (PGY) shareholders decide about the board of directors at the 2026 AGM?

Shareholders elected all ten director nominees, each receiving over 120 million votes in favor. Broker non-votes totaled 22,265,220 for each director, indicating shares not voted on these items by certain intermediaries.

How did Pagaya (PGY) shareholders vote on the company’s independent registered public accounting firm?

Shareholders re-appointed the independent registered public accounting firm with 152,794,384 votes for, 175,272 against, and 74,415 abstentions. This shows strong support for continuing the existing auditor relationship.

Was Pagaya (PGY) executive compensation approved on an advisory basis at the 2026 meeting?

Yes. Compensation of the named executive officers was approved on an advisory basis with 127,798,789 votes for, 2,848,649 against, and 131,413 abstentions, plus 22,265,220 broker non-votes on the proposal.

How did Pagaya (PGY) shareholders vote on CEO Gal Krubiner’s compensation for 2027–2029?

Shareholders approved CEO Gal Krubiner’s 2027–2029 compensation with 81,347,768 votes for, 2,851,737 against, and 147,930 abstentions, along with 22,265,220 broker non-votes, meeting the stated Special Majority requirement.

What were the results for Pagaya (PGY) non-employee director cash compensation changes?

Changes to cash compensation for non-employee directors were approved with 130,171,492 votes for, 439,384 against, and 167,975 abstentions, plus 22,265,220 broker non-votes, indicating broad shareholder support for the revised fee structure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/18/2026 - 05:01 PM Accepted by SEC EDGAR 08/18/2026 - 05:00 PM Learn about SEC filing dates

FALSE000188308500018830852026-08-172026-08-170001883085us-gaap:CommonClassAMember2026-08-172026-08-170001883085pgy:CommonStockWarrantsMember2026-08-172026-08-17

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): August 17, 2026

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. ☐

5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual General Meeting of Shareholders on August 17, 2026. Below are the final voting results. For more information on the following proposals, see the Company’s Proxy Statement dated July 6, 2026.

(1)ELECTION OF DIRECTORS

DIRECTOR NOMINEE			FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
Gal Krubiner			130,371,453			342,907			64,491			22,265,220
Avital Pardo			130,265,581			448,680			64,590			22,265,220
Yahav Yulzari			130,260,031			454,687			64,133			22,265,220
Avi Zeevi			120,658,756			9,904,259			215,836			22,265,220
Alison Davis			130,356,667			358,442			63,742			22,265,220
Jason Gardner			129,892,670			820,150			66,031			22,265,220
Harvey Golub			130,085,632			626,491			66,728			22,265,220
Asheet Mehta			130,312,027			386,855			79,969			22,265,220
Dan Petrozzo			130,391,236			305,678			81,937			22,265,220
Tami Rosen			128,442,201			2,271,173			65,477			22,265,220

(2)RE-APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR			152,794,384
AGAINST			175,272
ABSTAIN			74,415

(3)APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

FOR			127,798,789
AGAINST			2,848,649
ABSTAIN			131,413
BROKER NON-VOTES			22,265,220

(4)APPROVAL OF THE 2026 BONUS CALCULATION FRAMEWORK FOR THE COMPANY’S MANAGEMENT DIRECTORS

The voting results for Items 4(a) and 4(b) reflect the Special Majority (as defined in the Proxy Statement).

(a)Mr. Krubiner

FOR			81,667,434
AGAINST			2,547,090
ABSTAIN			132,911
BROKER NON-VOTES			22,265,220

(b)Mr. Pardo and Mr. Yulzari

FOR			61,004,213
AGAINST			2,647,592
ABSTAIN			133,016
BROKER NON-VOTES			22,265,220

(5)RATIFICATION OF PRIOR COMPENSATION ACTIONS FOR THE COMPANY’S MANAGEMENT DIRECTORS

The voting results for Items 5(a), 5(b) and 5(c) reflect the Special Majority (as defined in the Proxy Statement).

(a)Mr. Krubiner

FOR			80,547,731
AGAINST			3,670,583
ABSTAIN			129,121
BROKER NON-VOTES			22,265,220

(b)Mr. Pardo and Mr. Yulzari

FOR			59,874,550
AGAINST			3,822,490
ABSTAIN			87,781
BROKER NON-VOTES			22,265,220

(c)Ms. Rosen

FOR			126,561,259
AGAINST			4,083,432
ABSTAIN			86,672
BROKER NON-VOTES			22,265,220

(6)APPROVAL OF THE COMPENSATION FOR THE COMPANY’S MANAGEMENT DIRECTORS FOR THE YEARS 2027-2029

The voting results for Items 6(a) and 6(b) reflect the Special Majority (as defined in the Proxy Statement).

(a)Mr. Krubiner

FOR			81,347,768
AGAINST			2,851,737
ABSTAIN			147,930
BROKER NON-VOTES			22,265,220

(b)Mr. Pardo and Mr. Yulzari

FOR			60,734,676
AGAINST			2,897,928

ABSTAIN			152,217
BROKER NON-VOTES			22,265,220

(7)APPROVAL OF CERTAIN CHANGES TO THE CASH COMPENSATION FOR THE COMPANY’S NON-EMPLOYEE DIRECTORS

FOR			130,171,492
AGAINST			439,384
ABSTAIN			167,975
BROKER NON-VOTES			22,265,220

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: August 18, 2026			By:			/s/ Gal Krubiner
			Name:			Gal Krubiner
			Title:			Chief Executive Officer

Filing Exhibits & Attachments

4 documents

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• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.1 KB