Was the Pagaya (PGY) insider share sale a discretionary sale?

The filing states the sale of 5,681 shares was necessary to satisfy tax withholding obligations from the vesting of a compensatory award. This indicates a tax-related disposition rather than a discretionary open-market sale based on investment views.

Pagaya (PGY) director reports RSU vesting and tax-driven share sale in Form 4

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Pagaya Technologies Ltd. director Tami Rosen reported compensation-related share activity. Rosen acquired 15,625 Class A ordinary shares through the vesting of a restricted stock unit award and sold 5,681 shares at $16.23 per share. According to the filing, the sale was necessary solely to satisfy tax withholding obligations arising from the vesting of the compensatory award. After these transactions, Rosen directly owns 47,488 Class A ordinary shares. The filing also notes that the underlying grant is scheduled to vest over two years in eight equal quarterly installments starting on June 12, 2025.

Insider Trade Summary

Net Seller: 5,681 shares ($92,203)

Net Sell 3 txns

Insider Rosen Tami

Role null

Sold 5,681 shs ($92K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	15,625	$0.00	--
Exercise	Class A Ordinary Share	15,625	$0.00	--
Sale	Class A Ordinary Share	5,681	$16.23	$92K

Holdings After Transaction: Restricted Stock Unit — 46,875 shares (Direct, null); Class A Ordinary Share — 53,169 shares (Direct, null)

Footnotes (1)

Sale of securities was necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award. The grant shall vest over a period of two years in eight equal quarterly installments starting on June 12, 2025.

Key Figures

Shares sold: 5,681 shares Sale price: $16.23 per share RSU shares vested: 15,625 shares +1 more

4 metrics

Shares sold 5,681 shares Class A ordinary shares sold on June 12, 2026

Sale price $16.23 per share Price for 5,681 Class A ordinary shares sold

RSU shares vested 15,625 shares Restricted Stock Unit conversion to Class A ordinary shares

Shares held after transactions 47,488 shares Direct Class A ordinary share holdings following Form 4 transactions

Key Terms

Restricted Stock Unit, open-market sale, tax withholding obligations, compensatory award, +1 more

5 terms

Restricted Stock Unit financial

"security_title": "Restricted Stock Unit""

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

tax withholding obligations financial

"Sale of securities was necessary to satisfy tax withholding obligations arising exclusively from the vesting"

compensatory award financial

"arising exclusively from the vesting of a compensatory award."

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

06/16/2026 - 04:51 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rosen Tami

(Last)

(First)

(Middle)

C/O PAGAYA TECHNOLOGIES LTD.

335 MADISON AVENUE, 16TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Pagaya Technologies Ltd. [ PGY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Share	06/12/2026		M		15,625	A	$0	53,169	D
Class A Ordinary Share	06/12/2026		S⁽¹⁾		5,681	D	$16.23	47,488	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	$0	06/12/2026		M			15,625	⁽²⁾	⁽²⁾	Class A Ordinary Share	15,625	$0	46,875	D

Explanation of Responses:

1. Sale of securities was necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award.

2. The grant shall vest over a period of two years in eight equal quarterly installments starting on June 12, 2025.

Remarks:

	/s/ Eric Watson, Attorney-in-Fact	06/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Pagaya (PGY) director Tami Rosen report?

Tami Rosen reported RSU vesting for 15,625 Class A ordinary shares and a sale of 5,681 shares. The sale was described as solely to cover tax withholding obligations resulting from the compensatory award vesting.

How many Pagaya (PGY) shares does Tami Rosen hold after the Form 4?

Following the reported transactions, Tami Rosen directly holds 47,488 Class A ordinary shares of Pagaya Technologies Ltd. This reflects the net position after RSU vesting and the sale of shares used to satisfy related tax withholding obligations.

What was the sale price in Tami Rosen’s Pagaya (PGY) Form 4 transaction?

The reported sale of 5,681 Class A ordinary shares was executed at a price of $16.23 per share. The filing notes that this sale was undertaken solely to cover tax withholding obligations tied to the vesting of a restricted stock award.

How does Tami Rosen’s RSU grant at Pagaya (PGY) vest over time?

The RSU grant referenced in the Form 4 vests over two years in eight equal quarterly installments. According to the filing, the vesting schedule began on June 12, 2025, with subsequent installments following on a quarterly basis.