Was the Pagaya (PGY) CFO’s share sale a discretionary transaction?

The filing states the sale was necessary to meet tax withholding obligations from RSU vesting. This indicates the 13,004-share sale was driven by tax requirements on a compensatory award, rather than a purely discretionary open-market liquidation.

Pagaya (PGY) CFO exercises 22,766 RSUs, sells 13,004 shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Pagaya Technologies Ltd. Chief Financial Officer Evangelos Perros had 22,766 restricted stock units convert into the same number of Class A ordinary shares at a price of $0.00 per share. On the same date, he sold 13,004 Class A shares at $11.34 per share to satisfy tax withholding obligations arising from the vesting of this compensatory award. Following these transactions, he directly holds 122,174 Class A ordinary shares.

Insider Trade Summary

Net Seller: 13,004 shares ($147,465)

Net Sell 3 txns

Insider Perros Evangelos

Role Chief Financial Officer

Sold 13,004 shs ($147K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	22,766	$0.00	--
Exercise	Class A Ordinary Share	22,766	$0.00	--
Sale	Class A Ordinary Share	13,004	$11.34	$147K

Holdings After Transaction: Restricted Stock Unit — 68,296 shares (Direct); Class A Ordinary Share — 135,178 shares (Direct)

Footnotes (1)

Sale of securities was necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award. 1/6th of the total 273,224 restricted stock units subject to this award vest each on August 1, 2024 and January 1, 2025, and the remaining 2/3rd of the grant shall vest over the following 24 months in equal quarterly installments on April 1, 2025, July 1, 2025, October 1, 2025, January 1, 2026, April 1, 2026, July 1, 2026, October 1, 2026 and January 1, 2027.

Key Figures

RSUs exercised: 22,766 units Shares sold: 13,004 shares Sale price: $11.34 per share +3 more

6 metrics

RSUs exercised 22,766 units Restricted stock units converting to Class A shares on April 1, 2026

Shares sold 13,004 shares Class A ordinary shares sold on April 1, 2026

Sale price $11.34 per share Price for 13,004 Class A shares sold

Shares held after 122,174 shares Direct Class A holdings after reported transactions

RSU grant size 273,224 units Total restricted stock units in the compensatory award

Vesting dates Aug 1, 2024–Jan 1, 2027 Multi-year vesting schedule in semiannual and quarterly installments

Key Terms

Restricted Stock Unit, open-market sale, tax withholding obligations, vesting, +1 more

5 terms

Restricted Stock Unit financial

"security_title: "Restricted Stock Unit" and vesting of a compensatory award"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

open-market sale financial

"transaction_action: "open-market sale" for Class A Ordinary Share"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

tax withholding obligations financial

"Sale of securities was necessary to satisfy tax withholding obligations"

vesting financial

"arising exclusively from the vesting of a compensatory award"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

quarterly installments financial

"remaining 2/3rd of the grant shall vest over the following 24 months in equal quarterly installments"

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 06:46 PM

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).

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^*

Perros Evangelos

(Last)

(First)

(Middle)

C/O PAGAYA TECHNOLOGIES LTD.

335 MADISON AVENUE, 16TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Share	04/01/2026	04/01/2026	M		22,766	A	$0	135,178	D
Class A Ordinary Share	04/01/2026	04/01/2026	S⁽¹⁾		13,004	D	$11.34	122,174	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	$0	04/01/2026	04/01/2026	M			22,766	⁽²⁾	⁽²⁾	Class A Ordinary Share	22,766	$0	68,296	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. 1/6th of the total 273,224 restricted stock units subject to this award vest each on August 1, 2024 and January 1, 2025, and the remaining 2/3rd of the grant shall vest over the following 24 months in equal quarterly installments on April 1, 2025, July 1, 2025, October 1, 2025, January 1, 2026, April 1, 2026, July 1, 2026, October 1, 2026 and January 1, 2027.

Remarks:

	/s/Eric Watson, Attorney-in-Fact	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Pagaya (PGY) CFO Evangelos Perros report in this Form 4?

Evangelos Perros reported RSU vesting and related share sales. 22,766 restricted stock units converted into Class A ordinary shares, and 13,004 of those shares were sold to cover tax withholding obligations tied to this compensatory award’s vesting.

How many Pagaya (PGY) shares did the CFO acquire from RSU vesting?

The CFO acquired 22,766 Class A ordinary shares through the exercise of restricted stock units at $0.00 per share. These shares resulted from the vesting of a compensatory RSU grant with a predefined multi-year vesting schedule.

How many Pagaya (PGY) shares did the CFO sell and at what price?

He sold 13,004 Class A ordinary shares at $11.34 per share. According to the footnote, this sale was necessary solely to satisfy tax withholding obligations arising from the vesting of his compensatory restricted stock unit award.

How many Pagaya (PGY) shares does the CFO own after these transactions?

After the RSU conversion and the related share sale, Evangelos Perros directly holds 122,174 Class A ordinary shares. This figure reflects his remaining direct equity position in Pagaya Technologies Ltd. reported in the Form 4 filing.

What is the vesting schedule of the CFO’s Pagaya (PGY) RSU award?

The RSU award covers 273,224 restricted stock units. One-sixth vests on August 1, 2024 and January 1, 2025, and the remaining two-thirds vests in equal quarterly installments through April 1, 2026, July 1, 2026, October 1, 2026 and January 1, 2027.