[Form 4] Pagaya Technologies Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Insider Trading Alert: Pagaya Technologies (PGY) Chief Technology Officer and Director Avital Pardo executed significant share sales through a pre-planned 10b5-1 trading plan. The transactions occurred over two consecutive days:

• On June 24, 2025: Disposed of 239,989 Class B Ordinary Shares at a weighted average price of $19.65 (range: $19.11-$19.96)
• On June 25, 2025: Sold additional 54,254 Class B Ordinary Shares at a weighted average price of $20.24 (range: $20.08-$20.60)

Following these transactions, Pardo's direct ownership decreased to 802,961 shares. All Class B Ordinary Shares were automatically converted to Class A Ordinary Shares upon sale. The transactions were executed under a 10b5-1 plan, indicating they were scheduled in advance to avoid concerns about insider trading.

Positive

• None.

Negative

• CTO Avital Pardo sold a total of 294,243 Class B Ordinary Shares (converted to Class A) for approximately $5.8M through a 10b5-1 plan, representing about 27% of reported holdings

Insights

Securities Analyst

CTO Pardo sold 26.8% of holdings (294,243 shares) via planned 10b5-1 sales while retaining 802,961 shares.

This Form 4 reveals Avital Pardo, Pagaya's Chief Technology Officer and Director, executed significant share sales through a pre-established 10b5-1 trading plan. On June 24-25, 2025, Pardo sold a total of 294,243 Class B Ordinary Shares at weighted average prices of $19.65 and $20.24 respectively. These transactions represent approximately 26.8% of Pardo's holdings.

The 10b5-1 plan nature of these sales is important to recognize. Such plans allow insiders to establish predetermined trading schedules to avoid accusations of trading on material non-public information. Pre-planned sales typically carry different signaling implications than spontaneous, discretionary transactions.

After completing these transactions, Pardo still maintains direct ownership of 802,961 shares, indicating continued equity alignment with the company despite the significant reduction. The filing notes that the Class B shares were converted to Class A shares upon sale, which is standard practice for insider transactions at Pagaya. The size of this transaction merits attention, as sales exceeding 25% of an executive's position often trigger investor interest regardless of the pre-planned nature.

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).

X

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^*

Pardo Avital

(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
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

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 B Ordinary Share(1)	06/25/2025	06/25/2025	S(2)		54,254	D	$20.2389(3)	1,042,950	D
Class B Ordinary Share(1)	06/24/2025	06/24/2025	S(2)		239,989	D	$19.6523(4)	802,961	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. Class B Ordinary Shares were converted to Class A Ordinary Shares upon sale.

2. This sale was effected pursuant to a 10b5-1 plan, as noted on the form specific filing information.

3. Weighted average price. These shares were sold in multiple transactions at prices ranging from $20.08 to $20.60 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

4. Weighted average price. These shares were sold in multiple transactions at prices ranging from $19.11 to $19.96 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

Remarks:

	/s/ Natalie Wilmore, Attorney-in-Fact	06/25/2025
	** 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

How many PGY shares did CTO Avital Pardo sell on June 24-25, 2025?

CTO Avital Pardo sold a total of 294,243 shares over two days: 239,989 shares on June 24, 2025 at a weighted average price of $19.6523, and 54,254 shares on June 25, 2025 at a weighted average price of $20.2389.

What was the price range of PGY shares sold by Avital Pardo on June 25, 2025?

On June 25, 2025, the shares were sold in multiple transactions at prices ranging from $20.08 to $20.60 per share, with a weighted average price of $20.2389.

How many PGY shares does Avital Pardo still own after the June 2025 sales?

Following the reported transactions, Avital Pardo directly owns 802,961 Class B Ordinary Shares of Pagaya Technologies Ltd.

Was PGY insider Avital Pardo's stock sale planned under Rule 10b5-1?

Yes, the sales were executed pursuant to a Rule 10b5-1 trading plan, as indicated by both the checkbox on the form and footnote 2 which states 'This sale was effected pursuant to a 10b5-1 plan.'

What type of shares did PGY CTO Avital Pardo sell in June 2025?

According to footnote 1, the transactions involved Class B Ordinary Shares that were converted to Class A Ordinary Shares upon sale.