[Form 4] Pagaya Technologies Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Pagaya Technologies Ltd. (PGY) – Form 4 insider activity

Chief Development Officer and Director Tami Rosen reported the vesting and conversion of 28,466 Restricted Stock Units (RSUs) into Class A Ordinary Shares on 1-Jul-2025 at a zero exercise price. The RSUs represented the final tranche of a 170,765-unit award that began vesting in October 2024.

Immediately following the vesting, Rosen executed two pre-arranged Rule 10b5-1 sales to meet tax-withholding obligations:

• 2-Jul-2025: 14,645 shares sold at $22.57.
• 3-Jul-2025: 13,821 shares sold at a $21.8529 weighted-average price (range $21.17-$22.45).

All 28,466 newly issued shares were sold, reducing Rosen’s direct holdings from 64,085 to 35,619 shares—about a 44% reduction—while leaving her with no remaining derivative (RSU) balance.

The filing cites tax obligations as the reason for the disposal, and the sales were conducted under a disclosed 10b5-1 plan, potentially mitigating negative signaling. Nevertheless, the sizable sale by a C-suite officer may influence short-term sentiment.

Positive

• Officer retains 35,619 shares, indicating continued equity exposure and alignment with shareholders.

Negative

• 28,466 shares (≈44% of holding) sold by a C-suite executive, which can be interpreted as a bearish insider signal despite tax-related rationale.

Insights

Securities Analyst

TL;DR: Routine tax-related insider sale; limited valuation impact.

The transaction converts 28,466 RSUs and disposes of the same amount within two days, a common mechanism to fund withholding taxes. Sale proceeds (~$623k) are modest relative to Pagaya’s market cap and liquidity. Rosen retains 35,619 shares, suggesting continued alignment, and the use of a 10b5-1 plan reduces the risk of informational timing. I view the event as neutral for PGY’s investment thesis.

Corporate Governance Expert

TL;DR: Large percentage sell-down could raise moderate governance questions.

While the filing explains the sale as tax-withholding, Rosen liquidated roughly 44% of her direct stake. Investors often scrutinize executive dispositions exceeding 25%. The pre-existing 10b5-1 plan offers procedural protection, but the magnitude may still be perceived negatively in governance scorecards. Overall impact is slightly adverse but not material.

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).

X

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)
07/01/2025

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	07/01/2025	07/01/2025	M		28,466	A	$0	64,085	D
Class A Ordinary Share	07/01/2025	07/02/2025	S(1)		14,645	D	$22.57	49,440	D
Class A Ordinary Share	07/03/2025	07/03/2025	S(2)		13,821	D	$21.8529(3)	35,619	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	07/01/2025	07/01/2025	M			28,466	(4)	(4)	Class A Ordinary Share	28,466	$0	0	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. This sale was effected pursuant to a 10b5-1 plan, as noted on the form specific filing information.

3. Weighted average price. These shares were sold in multiple transactions at prices ranging from $21.17 to $22.45 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

4. 1/3rd of the total 170,765 RSUs initially subject to this award vested on October 1, 2024, 1/3rd vested on January 1, 2025 and the remaining RSUs vested over the following two quarters in two equal installments.

Remarks:

	/s/ Natalie Wilmore, Attorney-in-Fact	07/03/2025
	** 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).
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FAQ

How many Pagaya (PGY) shares did Tami Rosen sell?

She sold 28,466 Class A shares across two transactions on 2-Jul-2025 and 3-Jul-2025.

At what prices were the PGY shares sold?

Shares were sold at $22.57 and a weighted-average $21.8529 (range $21.17-$22.45).

Why did the executive sell PGY shares?

Footnote 1 states the sales were made solely to satisfy tax-withholding obligations from RSU vesting.

How many PGY shares does the executive still own?

After the transactions, Rosen directly owns 35,619 Class A shares.

Were the sales conducted under a 10b5-1 plan?

Yes. Footnote 2 confirms the disposal was executed under a pre-arranged Rule 10b5-1 plan.