Pagaya Technologies (NASDAQ: PGY) discloses 11,446 RSU grant to director

Rhea-AI Filing Summary

Pagaya Technologies Ltd. reported an equity award to one of its directors. On 12/10/2025, the director was granted 11,446 restricted stock units (RSUs), with each RSU representing a contingent right to receive one Class A Ordinary Share.

The RSU grant vests over one year, with 25% scheduled to vest on each of January 1, 2026, April 1, 2026, July 1, 2026 and October 1, 2026. Following this transaction, 30,196 Class A Ordinary Shares were reported as beneficially owned indirectly through Fifth Era LLC. The award is described as the annual equity grant for non-employee directors, previously approved by shareholders and outlined under "Non-Employee Director Compensation" in the company’s April 30, 2025 proxy statement.

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^*

DAVIS ALISON

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

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	12/10/2025		A		11,446(1)	A	$0	30,196	I	Fifth Era LLC

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

Explanation of Responses:

1. At the time of this filing, securities consist of 11,446 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Company's Class A Ordinary Share. The grant shall vest over a period of one (1) year commencing on the vesting commencement date, such that 25% of the grant shall vest on each of January 1, 2026, April 1, 2026, July 1, 2026 and October 1, 2026.

Remarks:

Annual equity grant for non-employee directors as approved by shareholders and described under the heading "Non-Employee Director Compensation" in our Proxy Statement filed on April 30, 2025.

	/s/ Natalie Wilmore, Attorney-in-Fact	12/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Pagaya Technologies (PGY) report in this filing?

Pagaya Technologies reported that a director received an equity award of 11,446 restricted stock units (RSUs) on 12/10/2025, relating to the company’s Class A Ordinary Shares.

How many RSUs were granted to the Pagaya Technologies director and what do they represent?

The director received 11,446 RSUs. Each RSU represents a contingent right to receive one Class A Ordinary Share of Pagaya Technologies Ltd.

What is the vesting schedule for the 11,446 RSUs reported by Pagaya Technologies (PGY)?

The 11,446 RSUs vest over one year, with 25% vesting on each of January 1, 2026, April 1, 2026, July 1, 2026 and October 1, 2026.

How many Pagaya Technologies Class A Ordinary Shares are beneficially owned after this transaction?

After the reported transaction, the filing shows 30,196 Class A Ordinary Shares beneficially owned, held indirectly through Fifth Era LLC.

Is this RSU grant part of Pagaya Technologies’ non-employee director compensation program?

Yes. The RSU award is described as the annual equity grant for non-employee directors, which was approved by shareholders and described under "Non-Employee Director Compensation" in the company’s April 30, 2025 proxy statement.

What is the reported price for the RSUs granted to the Pagaya Technologies director?

The Form 4 indicates that the 11,446 RSUs were acquired at a price of $0 per underlying Class A Ordinary Share.