Pagaya Technologies (NASDAQ: PGY) insider vests RSUs, sells shares for tax

Rhea-AI Filing Summary

Pagaya Technologies Ltd.'s President reported insider transactions on 12/12/2025. The officer acquired 23,750 Class A ordinary shares at $0 upon vesting of restricted stock units and sold 568 shares at $22.35 to satisfy tax withholding obligations arising from the vesting of a compensatory award. After these moves, the President directly owns 133,922 Class A ordinary shares and 118,750 restricted stock units that will vest over two years in eight equal quarterly installments starting on June 12, 2025.

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^*

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)
12/12/2025

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	12/12/2025		M		23,750	A	$0	134,490	D
Class A Ordinary Share	12/12/2025		S(1)		568	D	$22.35	133,922	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	12/12/2025		M			23,750	(2)	(2)	Class A Ordinary Share	23,750	$0	118,750	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	12/16/2025
	** 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.
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FAQ

What insider transaction did Pagaya Technologies Ltd. (PGY) report on 12/12/2025?

The President of Pagaya Technologies Ltd. reported an equity award vesting and related share sale on 12/12/2025, involving Class A ordinary shares and restricted stock units.

How many Pagaya Technologies (PGY) shares did the President acquire and at what price?

The President acquired 23,750 Class A ordinary shares on 12/12/2025 at an exercise price of $0, following the vesting of restricted stock units.

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

The President sold 568 Class A ordinary shares on 12/12/2025 at a price of $22.35 per share.

Why did the Pagaya Technologies (PGY) insider sell 568 shares?

The sale of 568 shares was stated as necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award.

How many Pagaya Technologies (PGY) shares does the President own after the transaction?

Following the reported transactions, the President directly owns 133,922 Class A ordinary shares of Pagaya Technologies Ltd.

How many restricted stock units in Pagaya Technologies (PGY) remain after this vesting?

After the transaction, the President beneficially owns 118,750 restricted stock units linked to Pagaya Technologies Ltd. Class A ordinary shares.

What is the vesting schedule for the remaining Pagaya Technologies (PGY) restricted stock units?

The grant is scheduled to vest over two years in eight equal quarterly installments, starting on June 12, 2025.