[Form 4] Pagaya Technologies Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Pagaya Technologies insider Evangelos Perros, the company's Chief Financial Officer, reported transactions dated 10/01/2025. 22,766 restricted stock units vested and were reported as acquired with a zero per‑share price for tax/compensation reporting purposes, and 12,754 Class A ordinary shares were sold at $30.20 per share to satisfy tax withholding obligations triggered by the vesting. After these transactions, the filing reports beneficial ownership of 113,828 Class A ordinary shares.

The filing explains the sale was solely to cover tax withholding from the compensatory vesting. The restricted stock unit grant totals 273,224 units with a specified vesting schedule: 1/6 vested on 8/1/2024 and 1/6 on 1/1/2025, with the remaining 2/3 vesting in equal quarterly installments through 1/1/2027.

Positive

• Vesting occurred as scheduled with 22,766 RSUs delivered on 10/01/2025
• Sale was solely for tax withholding, per the filer’s explanation

Negative

• 12,754 Class A shares were sold at $30.20, reducing immediate insider share count

Insights

Corporate Insider Transactions Analyst

Insider vested RSUs and sold a portion to cover taxes; net beneficial ownership remains material.

The filing shows 22,766 RSUs vested on 10/01/2025 and a contemporaneous sale of 12,754 shares at $30.20 to satisfy tax withholding arising from that vesting. The filer explicitly states the sale was made "exclusively" to satisfy tax withholding obligations.

Reported post‑transaction beneficial ownership is 113,828 Class A shares, which combines previously held shares and the newly vested RSUs. This is a routine, compensatory vest-and-withhold transaction rather than an opportunistic market sale.

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^*

Perros Evangelos

(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)
	Chief Financial Officer

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		22,766	A	$0	90,917	D
Class A Ordinary Share	10/01/2025	10/01/2025	S(1)		12,754	D	$30.2	78,163	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			22,766	(2)	(2)	Class A Ordinary Share	22,766	$0	113,828	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 vests 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/ 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).
** 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 did Pagaya Technologies (PGY) CFO Evangelos Perros report on Form 4?

The Form 4 reports 22,766 restricted stock units vested on 10/01/2025 and a sale of 12,754 shares at $30.20 to cover tax withholding; post‑transaction beneficial ownership is 113,828 shares.

Why were shares sold by the reporting person on 10/01/2025?

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

How many RSUs are in the original award and what is the vesting schedule?

The award totals 273,224 RSUs: 1/6 vested on 8/1/2024, 1/6 on 1/1/2025, and the remaining 2/3 vests in equal quarterly installments through 1/1/2027.

What price were the sold shares executed at?

The Form 4 lists the sale price as $30.20 per share for the 12,754 shares sold.

Does the Form 4 indicate any other reasons for the transactions?

No. The filing explicitly notes the sale was to satisfy tax withholding obligations and provides the RSU vesting details; no other reasons are stated.