[Form 4] Pagaya Technologies Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Sanjiv Das, listed as an officer (President) of Pagaya Technologies Ltd. (PGY), reported transactions dated 10/01/2025. On that date 8,538 restricted stock units (RSUs) vested and were treated as acquired at $0 under a compensatory award. To cover tax withholding from the vesting, 4,783 Class A ordinary shares were sold at $30.20 each. After these entries, the filing shows beneficial ownership of 100,640 Class A shares and 8,538 underlying shares from the RSUs. The filer states the sale was made solely to satisfy tax withholding obligations arising from the vesting.

Positive

• Sale disclosed as tax-withholding only, indicating the disposition was tied to compensation mechanics rather than discretionary cashing out
• Transaction details provided: number of shares sold (4,783), sale price ($30.20), and post-transaction holdings (100,640 Class A shares)

Negative

• Insider holdings decreased by 4,783 Class A shares following the sale
• Material portion of vested RSUs (one tranche of 8,538) converted triggering a sale, which reduces immediate insider-aligned equity

Insights

Corporate Governance Analyst

Officer reported RSU vesting and a tax-withholding sale on 10/01/2025.

The filing shows 8,538 RSUs vesting and a contemporaneous sale of 4,783 Class A shares at $30.20 to satisfy tax withholding. This is a routine compensatory event rather than an open-market, discretionary divestiture.

The disclosed post-transaction beneficial ownership is 100,640 Class A shares plus 8,538 underlying RSUs, which investors can use to track insider stake changes precisely.

Compensation & Tax Specialist

Sale executed solely to meet tax obligations from vesting; no cash purchase reported.

The filer explicitly states the sale was "necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award." That indicates the transaction was a mandatory disposition tied to payroll tax mechanics, not a voluntary sale for liquidity.

The RSU schedule noted in the filing describes a three-step vesting pattern beginning 10/01/2024 and continuing over subsequent quarters, confirming the timing of this vesting tranche.

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
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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^*

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)
10/01/2025

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	10/01/2025	10/01/2025	M		8,538	A	$0	105,423	D
Class A Ordinary Share	10/01/2025	10/01/2025	S(1)		4,783	D	$30.2	100,640	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	10/01/2025	10/01/2025	M			8,538	(2)	(2)	Class A Ordinary Share	8,538	$0	8,538	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. 1/3rd of the total 68,306 RSUs initially subject to this award vested on October 1, 2024, 1/3rd vested on January 1, 2025 and the remaining RSUs vest over the following four quarters in four equal installments.

Remarks:

	/s/ Natalie Wilmore, Attorney-in-Fact	10/03/2025
	** 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).
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FAQ

What did Pagaya (PGY) insider Sanjiv Das report on Form 4?

The filing reports the vesting of 8,538 RSUs on 10/01/2025 and a sale of 4,783 Class A shares at $30.20 to satisfy tax withholding.

Why were 4,783 shares sold by Sanjiv Das (PGY)?

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

What are Sanjiv Das's post-transaction holdings in PGY?

After the reported transactions the filing shows 100,640 Class A shares beneficially owned and 8,538 Class A shares underlying vested RSUs.

When did the RSU vesting schedule begin and how is it structured?

Per the filing, 1/3 of the total 68,306 RSUs vested on 10/01/2024, 1/3 on 01/01/2025, and the remaining RSUs vest in four equal quarterly installments thereafter.

Who signed the Form 4 for Pagaya (PGY)?

The form is signed on behalf of the reporting person by Natalie Wilmore, Attorney-in-Fact with a signature date of 10/03/2025.