Pagaya Technologies (PGY) details 11,446 RSU grant to non-employee director

Rhea-AI Filing Summary

Pagaya Technologies Ltd. reported that one of its directors received an annual equity grant of 11,446 restricted stock units on December 10, 2025. Each RSU represents a contingent right to receive one Class A ordinary share, and the award was granted at a price of $0.

The RSUs vest over one year, with 25% scheduled to vest on each of January 1, 2026, April 1, 2026, July 1, 2026 and October 1, 2026. The grant reflects the annual compensation program for non-employee directors that shareholders previously approved and that is described in the company’s April 30, 2025 proxy statement under “Non-Employee Director Compensation.”

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^*

Petrozzo Dan

(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	104,896	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

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 Form 4?

The filing shows that a Pagaya Technologies director received an annual equity grant of 11,446 restricted stock units (RSUs) on December 10, 2025 at a grant price of $0 per unit.

How many Pagaya Technologies (PGY) shares are covered by the new RSU grant?

The grant consists of 11,446 RSUs, and each RSU represents a contingent right to receive one Class A Ordinary Share of Pagaya Technologies.

What is the vesting schedule for the Pagaya Technologies (PGY) director RSUs?

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

Is the Pagaya Technologies (PGY) RSU grant part of a shareholder-approved plan?

Yes. The filing states this is an annual equity grant for non-employee directors that was approved by shareholders and is described under “Non-Employee Director Compensation” in Pagaya’s proxy statement filed on April 30, 2025.

What type of security did the Pagaya Technologies (PGY) director receive?

The director received restricted stock units (RSUs), each of which is a contingent right to receive one share of Pagaya’s Class A Ordinary Share, rather than an immediate share issuance.

Who signed the Pagaya Technologies (PGY) Form 4 for this transaction?

The Form 4 was signed by /s/ Natalie Wilmore, Attorney-in-Fact, on December 12, 2025, acting on behalf of the reporting person.