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Pagaya Technologies (NASDAQ: PGY) CFO details RSU vesting and tax sale

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Pagaya Technologies Ltd. Chief Financial Officer, a reporting person and officer of the company, reported equity compensation activity on 12/12/2025. A restricted stock unit award was settled, delivering 20,625 Class A ordinary shares at an exercise price of $0, which became directly owned.

On the same date, the officer sold 11,592 Class A ordinary shares at $22.35 per share to satisfy tax withholding obligations arising exclusively from the vesting of the compensatory award. After these transactions, the officer directly beneficially owned 87,196 Class A ordinary shares. The RSU grant is scheduled to vest over two years in eight equal quarterly installments starting on June 12, 2025.

Positive

  • None.

Negative

  • None.
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*
Perros Evangelos

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025
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 12/12/2025 M 20,625 A $0 98,788 D
Class A Ordinary Share 12/12/2025 S(1) 11,592 D $22.35 87,196 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
Restricted Stock Unit $0 12/12/2025 M 20,625 (2) (2) Class A Ordinary Share 20,625 $0 103,125 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/ Natalie Wilmore, Attorney-in-Fact 12/16/2025
** 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.

FAQ

What insider transaction did Pagaya Technologies (PGY) report for its CFO?

The Chief Financial Officer reported settlement of a restricted stock unit award into 20,625 Class A ordinary shares on 12/12/2025 and a same-day sale of 11,592 shares at $22.35 per share.

How many Pagaya Technologies (PGY) shares does the CFO own after the reported transactions?

Following the reported equity transactions, the Chief Financial Officer directly beneficially owned 87,196 Class A ordinary shares of Pagaya Technologies Ltd.

What type of equity award vested for the Pagaya (PGY) CFO?

A restricted stock unit award vested and was settled into 20,625 Class A ordinary shares at an exercise price of $0.

Why were 11,592 Pagaya (PGY) shares sold by the CFO?

The 11,592 Class A ordinary shares were sold at $22.35 per share to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award.

What is the vesting schedule of the CFO’s RSU grant at Pagaya Technologies (PGY)?

The RSU grant is scheduled to vest over a period of two years in eight equal quarterly installments starting on June 12, 2025.

Was the Pagaya Technologies (PGY) insider report filed for multiple people?

No. The report indicates it is a Form filed by One Reporting Person, covering the company’s Chief Financial Officer.

Pagaya Technologies Ltd.

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