[Form 4] Pagaya Technologies Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Pagaya Technologies Ltd. insider filing: This Form 4 reports transactions by Sanjiv Das, an officer and director, relating to restricted stock units and Class A ordinary shares. On 09/12/2025 Mr. Das was deemed to acquire 23,750 shares through vesting of restricted stock units granted at $0, increasing underlying holdings tied to those units to 142,500 shares beneficially owned. A contemporaneous sale on 09/15/2025 disposed of 13,304 Class A shares at $40.62 per share to satisfy tax withholding obligations arising solely from the vesting. After these transactions Mr. Das directly beneficially owned 96,885 Class A shares. The restricted stock units vest over two years in eight equal quarterly installments beginning 06/12/2025.

Positive

• Transparent disclosure of RSU vesting, sale details, price ($40.62) and rationale (tax withholding).
• Vesting schedule provided: RSUs vest in eight equal quarterly installments over two years starting 06/12/2025.

Negative

• None.

Insights

Securities Analyst

TL;DR: Officer executed routine tax-satisfying sell-to-cover after RSU vesting; transaction appears procedural rather than a directional bet.

The filing shows a compensatory vesting event and a subsequent sale to satisfy tax withholding. The vested RSUs were granted at no exercise cost and vest quarterly through 2027. The sale of 13,304 shares at $40.62 reduced direct holdings to 96,885 shares. There is no indication of additional derivative transactions or external transfers. For investors this is a standard liquidity action tied to compensation mechanics rather than a strategic divestiture.

Corporate Governance Expert

TL;DR: Disclosure is complete for the reported transactions and explains the rationale as tax withholding.

The Form 4 discloses the nature of the indirect beneficial ownership, the vesting schedule for the RSUs, and explicitly states the sale was executed to satisfy tax obligations arising exclusively from vesting. The signature by an attorney-in-fact is provided and transaction dates and prices are reported. No amendments or unusual arrangements are noted, and the disclosure aligns with Section 16 reporting expectations.

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^*

DAS SANJIV

(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)
	President

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		23,750	A	$0	110,189	D
Class A Ordinary Share	09/15/2025	09/15/2025	S(1)		13,304	D	$40.62	96,885	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			23,750	(2)	(2)	Class A Ordinary Share	23,750	$0	142,500	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/ 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 transactions did Sanjiv Das report on the Form 4 for PGY?

He reported vesting of 23,750 restricted stock units on 09/12/2025 and a sale of 13,304 Class A shares on 09/15/2025 at $40.62 per share.

Why were shares sold after the RSU vesting reported in the PGY Form 4?

The sale was made to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award.

How many Class A shares does Sanjiv Das beneficially own after the reported transactions?

He beneficially owns 96,885 Class A ordinary shares following the transactions.

What is the vesting schedule for the restricted stock units in the filing?

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

At what price were the shares sold according to the Form 4?

The reported sale price was $40.62 per share on 09/15/2025.