[Form 4] Pagaya Technologies Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Dan Petrozzo, a director of Pagaya Technologies Ltd. (PGY), reported the sale of 2,828 Class A ordinary shares on 09/15/2025. The Form 4 shows the shares were disposed at a weighted average price of $41.4315, and the reporting person retained beneficial ownership of 93,450 shares after the transaction.

The filing discloses the sale was effected pursuant to a 10b5-1 trading plan, and that the individual sale transactions occurred at prices ranging from $39.57 to $41.97. The Form 4 was signed by an attorney-in-fact on 09/17/2025.

Positive

• Sale executed under a 10b5-1 plan, indicating the transaction was prearranged and compliant with insider trading rules
• Transparent price disclosure including weighted-average price ($41.4315) and explicit price range ($39.57 to $41.97)
• Filer identified relationship as Director and provided post-transaction beneficial ownership (93,450 shares)

Negative

• Insider sale of 2,828 shares may attract investor scrutiny even if planned
• Materiality relative to total outstanding shares not provided, limiting assessment of impact on share supply or ownership percentage

Insights

Securities Analyst

TL;DR: Director executed a planned sale of 2,828 shares under a 10b5-1 plan; remaining ownership is 93,450 shares.

The transaction is a straightforward insider disposition disclosed on Form 4. The sale was processed under a pre-established 10b5-1 plan, which typically signals a prearranged, rule-compliant liquidity event rather than opportunistic trading. The weighted-average price reported is $41.4315, with actual trade prices between $39.57 and $41.97, which the filer documents and offers to detail if requested. From a market-impact perspective, the size of the sale relative to reported remaining holdings is modest, but materiality relative to total outstanding shares is not disclosed in this filing.

Corporate Governance Expert

TL;DR: Disclosure follows 10b5-1 and Form 4 requirements; shows proper use of attorney-in-fact signature and price-range disclosure.

The filing demonstrates procedural compliance: the reporter identified relationship to issuer as Director, indicated the sale date, provided a weighted-average price and a range, and included a 10b5-1 plan explanation. The signature by an attorney-in-fact is executed and dated. While insider sales can attract investor attention, this document does not include any non-routine governance concerns or additional contextual information about intent beyond the 10b5-1 statement.

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).

1. Name and Address of Reporting Person^*

Petrozzo Dan

(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)
09/15/2025

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	09/15/2025	09/15/2025	S(1)		2,828	D	$41.4315(2)	93,450	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. This sale was effected pursuant to a 10b5-1 plan, as noted on the form specific filing information.

2. Weighted average price. These shares were sold in multiple transactions at prices ranging from $39.57 to $41.97 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	09/17/2025
	** 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 did Pagaya insider Dan Petrozzo report on Form 4 (PGY)?

The Form 4 reports a sale of 2,828 Class A ordinary shares on 09/15/2025, with 93,450 shares held after the transaction.

At what price were the PGY shares sold by the director?

The filing lists a weighted-average price of $41.4315 and states trades occurred between $39.57 and $41.97.

Was the sale by the Pagaya director part of a 10b5-1 plan?

Yes. The Form 4 explicitly states the sale was effected pursuant to a 10b5-1 trading plan.

Who signed the Form 4 for this transaction and when?

The Form 4 was signed by Natalie Wilmore, Attorney-in-Fact on 09/17/2025.

Does the Form 4 show how many shares the director owned after the sale?

Yes. The filing reports the reporting person beneficially owned 93,450 shares following the reported transaction.