Pagaya Technologies (PGY) awards 11,446 RSUs to non-employee director

Rhea-AI Filing Summary

Pagaya Technologies Ltd. reported that one of its directors received an annual equity grant of 11,446 restricted stock units (RSUs), each representing one Class A ordinary share. The RSUs were awarded at no cash cost to the director and will vest over one year, with 25% vesting on each of January 1, 2026, April 1, 2026, July 1, 2026 and October 1, 2026. After this grant, the director beneficially owns 252,360 Class A ordinary shares. The award is described as the annual equity grant for non-employee directors that was previously approved by shareholders.

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^*

GOLUB HARVEY

(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)
12/10/2025

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	12/10/2025		A		11,446(1)	A	$0	252,360	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. At the time of this filing, securities consist of 11,446 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Company's Class A Ordinary Share. The grant shall vest over a period of one (1) year commencing on the vesting commencement date, such that 25% of the grant shall vest on each of January 1, 2026, April 1, 2026, July 1, 2026 and October 1, 2026.

Remarks:

Annual equity grant for non-employee directors as approved by shareholders and described under the heading "Non-Employee Director Compensation" in our Proxy Statement filed on April 30, 2025.

	/s/ Natalie Wilmore, Attorney-in-Fact	12/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Pagaya Technologies Ltd. (PGY) disclose?

Pagaya Technologies Ltd. disclosed that a director received an annual equity grant of 11,446 restricted stock units (RSUs), each representing one Class A ordinary share.

How do the 11,446 RSUs granted by Pagaya Technologies (PGY) vest?

The 11,446 RSUs vest over one year, with 25% of the grant vesting on each of January 1, 2026, April 1, 2026, July 1, 2026 and October 1, 2026.

What is the price of the Pagaya Technologies (PGY) shares underlying the RSU grant?

The RSU award was recorded at a share price of $0, meaning the director does not pay cash to receive the underlying Class A ordinary shares upon vesting.

How many Pagaya Technologies (PGY) shares does the director own after this grant?

Following the reported RSU grant, the director beneficially owns 252,360 Class A ordinary shares of Pagaya Technologies Ltd., held directly.

Is this Pagaya Technologies (PGY) RSU grant part of a regular director compensation program?

Yes. The RSU award is described as the annual equity grant for non-employee directors, which was approved by shareholders and outlined under “Non-Employee Director Compensation” in a proxy statement filed on April 30, 2025.

What type of security was granted to the Pagaya Technologies (PGY) director?

The director received restricted stock units (RSUs), each representing a contingent right to receive one Class A ordinary share of Pagaya Technologies Ltd.