Pagaya Technologies (NASDAQ: PGY) reports 11,446 RSU grant to director

Rhea-AI Filing Summary

Pagaya Technologies Ltd. reported that one of its directors received an annual equity award in the form of 11,446 restricted stock units (RSUs) for Class A Ordinary Shares on 12/10/2025. Each RSU represents a contingent right to receive one Class A Ordinary Share.

The RSUs vest over one year, with 25% of the grant vesting on each of January 1, 2026, April 1, 2026, July 1, 2026 and October 1, 2026. Following this grant, the director beneficially owns 160,461 Class A Ordinary Shares, held directly. The award is described as the annual equity grant for non-employee directors that was approved by shareholders.

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

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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^*

Zeevi Avi

(Last) (First) (Middle)

C/O PAGAYA TECHNOLOGIES LTD.

335 MADISON AVENUE, 16TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Share	12/10/2025		A		11,446(1)	A	$0	160,461	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. At the time of this filing, securities consist of 11,446 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Company's Class A Ordinary Share. The grant shall vest over a period of one (1) year commencing on the vesting commencement date, such that 25% of the grant shall vest on each of January 1, 2026, April 1, 2026, July 1, 2026 and October 1, 2026.

Remarks:

Annual equity grant for non-employee directors as approved by shareholders and described under the heading "Non-Employee Director Compensation" in our Proxy Statement filed on April 30, 2025.

	/s/ Natalie Wilmore, Attorney-in-Fact	12/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider equity award did Pagaya Technologies (PGY) disclose?

Pagaya Technologies disclosed that a director received an annual equity award of 11,446 restricted stock units (RSUs) for the company’s Class A Ordinary Shares on 12/10/2025.

How do the 11,446 RSUs at Pagaya Technologies vest for the director?

The 11,446 RSUs vest over one year, with 25% vesting on each of January 1, 2026, April 1, 2026, July 1, 2026 and October 1, 2026.

What does each RSU granted by Pagaya Technologies represent?

Each restricted stock unit granted to the director represents a contingent right to receive one Class A Ordinary Share of Pagaya Technologies Ltd.

How many Pagaya Technologies shares does the director own after this RSU grant?

After the reported transaction, the director beneficially owns 160,461 Class A Ordinary Shares of Pagaya Technologies Ltd., held directly.

Is the Pagaya Technologies director grant part of a regular compensation program?

Yes. The filing states this is the annual equity grant for non-employee directors, approved by shareholders and described under “Non-Employee Director Compensation” in a Proxy Statement filed on April 30, 2025.

Was there any cash paid for the Pagaya Technologies RSU grant?

The reported transaction shows the acquisition of 11,446 Class A Ordinary Shares at a price of $0, indicating the grant was part of equity compensation rather than a market purchase.