Pagaya (PGY) CDO exercises RSUs, sells 5,905 shares to cover taxes

Rhea-AI Filing Summary

Pagaya Technologies Chief Development Officer Tami Rosen exercised restricted stock units that converted into 15,625 Class A ordinary shares on March 12, 2026. She then sold 5,905 shares at $10.99 per share, with the sale described as necessary to satisfy tax withholding obligations from the vesting of a compensatory award. Following these transactions, she directly owned 47,264 Class A ordinary shares, with no remaining derivative positions reported in this filing.

Insights

Equity compensation analyst

Routine RSU vesting and tax-related sale with limited signaling impact.

Chief Development Officer Tami Rosen exercised restricted stock units into 15,625 Class A shares, then sold 5,905 shares at $10.99 per share. The filing notes the sale was required to satisfy tax withholding from a compensatory award vesting.

This pattern is typical for equity compensation: insiders often liquidate a portion of vested shares to cover taxes rather than paying cash. After these transactions, Rosen holds 47,264 shares directly, suggesting she retains a meaningful equity stake while addressing tax obligations.

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^*

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)
03/12/2026

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	03/12/2026	03/12/2026	M		15,625	A	$0	53,169	D
Class A Ordinary Share	03/12/2026	03/12/2026	S(1)		5,905	D	$10.99	47,264	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	03/12/2026	03/12/2026	M			15,625	(2)	(2)	Class A Ordinary Share	15,625	$0	62,500	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	03/16/2026
	** 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.

FAQ

What did Pagaya (PGY) executive Tami Rosen report in this Form 4?

Tami Rosen reported exercising restricted stock units into 15,625 Class A ordinary shares and selling 5,905 shares. The sale was described as necessary to cover tax withholding obligations from the vesting of a compensatory equity award.

How many Pagaya (PGY) shares did Tami Rosen sell and at what price?

She sold 5,905 Class A ordinary shares at $10.99 per share. The transaction is labeled as an open-market sale, tied to satisfying tax withholding obligations arising from the vesting of a compensatory award.

Was the Pagaya (PGY) insider sale a discretionary trade or tax-related?

The filing states the sale was necessary to satisfy tax withholding obligations from the vesting of a compensatory award. That language indicates a tax-driven transaction rather than a purely discretionary decision to sell shares in the market.

How many Pagaya (PGY) shares does Tami Rosen own after these transactions?

After exercising restricted stock units and selling shares for tax withholding, Tami Rosen directly owned 47,264 Class A ordinary shares. This reflects her remaining equity position as reported following the March 12, 2026 transactions.

What derivative activity did Tami Rosen report for Pagaya (PGY)?

She reported exercising restricted stock units representing 15,625 underlying Class A ordinary shares. Following this exercise, the filing shows no remaining derivative securities for her, indicating those specific RSUs were fully converted into common shares.

Does this Pagaya (PGY) Form 4 indicate ongoing RSU vesting for Tami Rosen?

A footnote explains the related grant vests over two years in eight equal quarterly installments starting on June 12, 2025. This suggests additional vesting events, and potentially similar tax-related transactions, may occur over that period.