Pagaya Technologies (PGY) officer reports RSU share sale for taxes

Rhea-AI Filing Summary

Pagaya Technologies Ltd. reported an insider stock transaction by its Chief Development Officer and director. On 12/12/2025, 15,625 Class A ordinary shares were acquired at $0 upon the settlement of restricted stock units, and 8,064 shares were sold at $22.35 to satisfy tax withholding obligations arising exclusively from the vesting of this compensatory award. After these transactions, the insider directly owned 45,105 Class A ordinary shares and held 78,125 restricted stock units that vest over two years in eight equal quarterly installments beginning 06/12/2025.

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^*

Rosen Tami

(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
X	Officer (give title below)		Other (specify below)
	Chief Development Officer

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		15,625	A	$0	53,169	D
Class A Ordinary Share	12/12/2025		S(1)		8,064	D	$22.35	45,105	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			15,625	(2)	(2)	Class A Ordinary Share	15,625	$0	78,125	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 stock transaction did Pagaya Technologies (PGY) report?

The Chief Development Officer and director acquired 15,625 Class A ordinary shares at $0 upon settlement of restricted stock units and sold 8,064 shares at $22.35 on 12/12/2025.

Why did the Pagaya Technologies (PGY) officer sell 8,064 shares?

The filing states the sale of 8,064 shares was necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award.

How many Pagaya Technologies (PGY) shares does the insider hold after this transaction?

Following the reported transactions, the insider directly owned 45,105 Class A ordinary shares of Pagaya Technologies Ltd.

How many restricted stock units does the Pagaya Technologies (PGY) insider still hold?

After the reported activity, the insider beneficially owned 78,125 restricted stock units linked to Pagaya Technologies Ltd. Class A ordinary shares.

What are the vesting terms of the Pagaya Technologies (PGY) restricted stock unit grant?

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

What roles does the reporting person hold at Pagaya Technologies (PGY)?

The reporting person is identified as both a director and an officer, serving as the company’s Chief Development Officer.