[Form 4] Pagaya Technologies Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Pagaya Technologies insider transaction: Evangelos Perros, Pagaya Technologies Ltd. Chief Financial Officer, reported compensatory restricted stock units vesting and a related sale to cover taxes. On 09/12/2025 Perros was deemed to acquire 20,625 Class A ordinary shares at $0 upon vesting of restricted stock units. A sale on 09/15/2025 disposes of 11,553 shares at $40.62 per share to satisfy tax withholding obligations. After these transactions Perros beneficially owns 123,750 Class A ordinary shares directly and 68,151 shares remained directly owned following the sale line item. The restricted grant vests over two years in eight equal quarterly installments beginning 06/12/2025.

Positive

• Clear disclosure of vesting, sale reason, and post-transaction beneficial ownership
• Substantial remaining ownership: beneficial ownership reported at 123,750 Class A ordinary shares after vesting

Negative

• Sale reduced holdings by 11,553 shares due to tax-withholding obligations

Insights

Securities Analyst

TL;DR Routine compensatory vesting with a tax-withholding sale; ownership remains substantial but transaction is non-economic for cash proceeds.

Perros received 20,625 shares via vesting of restricted stock units and immediately sold 11,553 shares to cover tax withholding. The filing states the sale was necessary exclusively to satisfy tax obligations arising from vesting. Such filings are common following equity compensation vesting and do not by themselves indicate a change in company outlook or CFO intent to liquidate holdings beyond tax needs.

Corporate Governance Expert

TL;DR Disclosure aligns with Section 16 requirements; vesting schedule and tax-sale are clearly documented.

The Form 4 discloses the vesting schedule for the restricted stock unit grant, specifying two-year vesting in eight equal quarterly installments starting 06/12/2025, and includes an explanation that the sale served to satisfy tax withholding. The signature by an attorney-in-fact and the dated filing complete procedural requirements for insider reporting.

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

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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^*

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)
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		20,625	A	$0	79,704	D
Class A Ordinary Share	09/15/2025	09/15/2025	S(1)		11,553	D	$40.62	68,151	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			20,625	(2)	(2)	Class A Ordinary Share	20,625	$0	123,750	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	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.
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) CFO Evangelos Perros report on Form 4?

The filing reports vesting of 20,625 restricted stock units on 09/12/2025 and a sale of 11,553 Class A shares on 09/15/2025 to satisfy tax withholding.

At what price were shares sold in the Form 4 for PGY?

The Form 4 lists the sale price as $40.62 per share for the 11,553 shares sold on 09/15/2025.

How many Pagaya shares does Perros beneficially own after these transactions?

Following the reported transactions the filing shows Perros beneficially owns 123,750 Class A ordinary shares.

Why were shares sold according to the Form 4?

The filing explicitly states the sale was necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award.

What is the vesting schedule for the restricted stock units?

The grant vests over two years in eight equal quarterly installments starting on 06/12/2025.