[Form 4] Pagaya Technologies Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Tami Rosen, Pagaya Technologies Ltd. (PGY) Chief Development Officer and director, reported multiple transactions in September 2025. On 09/12/2025 she was credited with 15,625 restricted stock units (RSUs) that vest over two years in eight equal quarterly installments starting June 12, 2025. To satisfy tax withholding from the vesting, she sold 8,037 Class A ordinary shares on 09/15/2025 at $40.62 per share. On 09/15/2025 she also exercised 5,833 incentive stock options with a $10.68 exercise price and contemporaneously sold those 5,833 shares pursuant to a 10b5‑1 plan at $42. The filings include a signature by an attorney‑in‑fact dated 09/16/2025.

Positive

• Transparent disclosures including reasons for sales (tax withholding and 10b5‑1 plan)
• RSU vesting schedule is clearly stated (two years, eight equal quarterly installments)
• Option exercise details provided, including exercise price ($10.68) and prior vesting status

Negative

• Insider sold a total of 13,870 shares (8,037 + 5,833) in mid‑September 2025
• Form does not state total company outstanding shares, so market impact cannot be assessed from this filing alone

Insights

Securities Analyst

TL;DR Insider reported routine vesting, option exercise, and sales under tax withholding and a 10b5‑1 plan; transactions appear non‑exceptional.

The Form 4 shows a 15,625 RSU grant vesting schedule and a simultaneous pair of transactions on 09/15/2025: a sale of 8,037 shares at $40.62 to cover tax withholding and the exercise and sale of 5,833 option‑derived shares (exercise price $10.68; sale at $42) executed under a 10b5‑1 plan. These are standard insider liquidity and tax‑settlement actions rather than signals of material corporate events. The volumes involved should be evaluated relative to outstanding shares for market impact, which is not provided in this filing.

Corporate Governance Expert

TL;DR Filing documents compliant insider activity with clear explanations for withholding and 10b5‑1 sales.

The report identifies the reporting person as both an officer and a director and discloses the nature of each transaction: tax withholding sale, 10b5‑1 sale, RSU vesting schedule, and option exercise timing (option fully vested earlier). The presence of a 10b5‑1 plan and a noted tax withholding sale increases transparency and reduces ambiguity about the motivation for sales. No governance red flags or undisclosed related‑party transfers are evident from the text provided.

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).

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 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 Development Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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	09/12/2025	09/12/2025	M		15,625	A	$0	51,244	D
Class A Ordinary Share	09/15/2025	09/15/2025	S(1)		8,037	D	$40.62	43,207	D
Class A Ordinary Share	09/15/2025	09/15/2025	M		5,833	A	$10.68	49,040	D
Class A Ordinary Share	09/15/2025	09/15/2025	S(2)		5,833	D	$42	43,207	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	09/12/2025	09/12/2025	M			15,625	(3)	(3)	Class A Ordinary Share	15,625	$0	93,750	D
Incentive Stock Option (right to buy)	$10.68	09/15/2025	09/15/2025	M			5,833	(4)	03/17/2031	Class A Ordinary Share	5,833	$10.68	231,630	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. This sale was effected pursuant to a 10b5-1 plan, as noted on the form specific filing information.

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

4. Became fully vested and exercisable on February 29, 2024.

Remarks:

	/s/ Natalie Wilmore, Attorney-in-Fact	09/16/2025
	** 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.
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FAQ

Who filed the Form 4 for PGY and what is their role?

Tami Rosen filed the Form 4; she is listed as Chief Development Officer and a director of Pagaya Technologies Ltd.

How many RSUs vested and when did they vest?

The filing shows 15,625 RSUs credited on 09/12/2025 that vest over two years in eight equal quarterly installments beginning June 12, 2025.

What shares were sold and for what reasons?

On 09/15/2025, 8,037 shares were sold at $40.62 to cover tax withholding from RSU vesting, and 5,833 shares from an option exercise were sold pursuant to a 10b5‑1 plan at $42.

What were the terms of the option exercised?

The exercised incentive stock option had an exercise price of $10.68 and was reported exercised on 09/15/2025; the option was noted as fully vested and exercisable as of February 29, 2024.

When was the Form 4 signed and by whom?

The filing was signed by Natalie Wilmore, Attorney‑in‑Fact on 09/16/2025 as shown on the form.