[SCHEDULE 13D/A] Pagaya Technologies Ltd. SEC Filing

Rhea-AI Filing Summary

Kraft Heinz Company (KHC) – Form 3 insider filing: Newly appointed Vice President & Global Controller Chris Asher has filed his initial statement of beneficial ownership dated 22 June 2025.

• Equity stake: 60,346 common shares held directly and 2,525 shares held indirectly through an IRA.
• Equity incentives: Two fully-vested option lots covering 561 shares at $37.09 (expires 03/01/2031) and 724 shares at $38.68 (expires 03/01/2032).
• Restricted equity detail: Footnotes list 17,487 time-based RSUs and 484 PSUs scheduled to vest between 2026-2029, all included in the direct holding figure.
• Compliance context: The filing establishes Mr. Asher as a Section 16 insider who will now be subject to ongoing reporting of future trades.

The disclosure is routine and does not indicate any new purchase or sale; it simply records existing awards and holdings associated with Asher’s executive appointment.

Positive

• Management alignment: New officer holds approximately 62.9 k shares plus options and RSUs, signalling personal financial stake in KHC’s performance.

Negative

• Immaterial scale: The disclosed holdings are negligible relative to Kraft Heinz’s total shares outstanding and therefore have limited market significance.

Insights

Financial Analyst

TL;DR – Routine insider Form 3; minimal market impact.

This filing formalises Chris Asher’s insider status after assuming the VP & Global Controller role. His direct and indirect holdings amount to roughly 62.9 k shares, worth about mid-single-digit millions at current prices, a modest stake for alignment but immaterial versus KHC’s 1.2 bn shares outstanding. No transaction is reported, and the options disclosed are already fully vested, so there is no immediate dilution or cash inflow implication. Overall, the document is chiefly regulatory with negligible valuation impact.

Corporate Governance Expert

TL;DR – Establishes new officer’s ownership, supports transparency.

From a governance standpoint the Form 3 is positive for disclosure completeness. Asher’s mix of direct shares, RSUs, PSUs and in-the-money options embeds long-term incentives aligned with shareholder interests. However, the quantities are small relative to enterprise size and do not alter insider ownership dynamics. No red flags are evident; signature via power of attorney and timely filing meet SEC requirements. Impact on investor decision-making remains neutral.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Pagaya Technologies Ltd.

(Name of Issuer)

Class A Ordinary Shares, no par value

(Title of Class of Securities)

M7S64L123

(CUSIP Number)

Wong Hui Ping
168 Robinson Road, #37-01 Capital Tower
Singapore, U0, 068912
65 6889 8888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/30/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. M7S64L123

1

Name of reporting person

GIC Private Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 386,834.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 386,834.00

11

Aggregate amount beneficially owned by each reporting person

386,834.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.61 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include an aggregate of 220,000 Shares that the Reporting Person has the right to acquire upon the vesting and exercise of the Radiance Star Class A Warrants, which are not vested and exercisable until June 1, 2026 (when approximately 1/3 are vested and become exercisable), June 1, 2027 (when an additional approximately 1/3 are vested and become exercisable) and June 1, 2028 (when the remaining approximately 1/3 are vested and become exercisable), and an aggregate of approximately 166,834 Shares that the Reporting Person has the right to acquire upon the vesting and exercise of Series D Warrants, and excludes approximately 9,404 Shares underlying Series E Warrants. (2) Percent of class represented by amount in Row (11) is based on the sum of (i) 63,055,282 Shares outstanding as of April 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 7, 2025, plus (ii) an aggregate of 220,000 Shares the Reporting Person has the right to acquire upon the vesting and exercise of the Radiance Star Class A Warrants, and (iii) an aggregate of approximately 166,834 Shares the Reporting Person has the right to acquire upon the vesting and exercise of Series D Warrants, each of (ii) and (iii) which has been added to the Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

SCHEDULE 13D

CUSIP No. M7S64L123

1

Name of reporting person

GIC Asset Management Pte. Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 386,834.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 386,834.00

11

Aggregate amount beneficially owned by each reporting person

386,834.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.61 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include an aggregate of 220,000 Shares that the Reporting Person has the right to acquire upon the vesting and exercise of the Radiance Star Class A Warrants, which are not vested and exercisable until June 1, 2026 (when approximately 1/3 are vested and become exercisable), June 1, 2027 (when an additional approximately 1/3 are vested and become exercisable) and June 1, 2028 (when the remaining approximately 1/3 are vested and become exercisable), and an aggregate of approximately 166,834 Shares that the Reporting Person has the right to acquire upon the vesting and exercise of Series D Warrants, and excludes approximately 9,404 Shares underlying Series E Warrants. (2) Percent of class represented by amount in Row (11) is based on the sum of (i) 63,055,282 Shares outstanding as of April 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 7, 2025, plus (ii) an aggregate of 220,000 Shares the Reporting Person has the right to acquire upon the vesting and exercise of the Radiance Star Class A Warrants, and (iii) an aggregate of approximately 166,834 Shares the Reporting Person has the right to acquire upon the vesting and exercise of Series D Warrants, each of (ii) and (iii) which has been added to the Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

SCHEDULE 13D

CUSIP No. M7S64L123

1

Name of reporting person

Radiance Star Pte. Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 386,834.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 386,834.00

11

Aggregate amount beneficially owned by each reporting person

386,834.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.61 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include an aggregate of 220,000 Shares that the Reporting Person has the right to acquire upon the vesting and exercise of the Radiance Star Class A Warrants, which are not vested and exercisable until June 1, 2026 (when approximately 1/3 are vested and become exercisable), June 1, 2027 (when an additional approximately 1/3 are vested and become exercisable) and June 1, 2028 (when the remaining approximately 1/3 are vested and become exercisable), and an aggregate of approximately 166,834 Shares that the Reporting Person has the right to acquire upon the vesting and exercise of Series D Warrants, and excludes approximately 9,404 Shares underlying Series E Warrants. (2) Percent of class represented by amount in Row (11) is based on the sum of (i) 63,055,282 Shares outstanding as of April 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 7, 2025, plus (ii) an aggregate of 220,000 Shares the Reporting Person has the right to acquire upon the vesting and exercise of the Radiance Star Class A Warrants, and (iii) an aggregate of approximately 166,834 Shares the Reporting Person has the right to acquire upon the vesting and exercise of Series D Warrants, each of (ii) and (iii) which has been added to the Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, no par value
(b)	Name of Issuer: Pagaya Technologies Ltd.
(c)	Address of Issuer's Principal Executive Offices: 335 Madison Ave, 16th Floor, New York, NEW YORK , 10017.
Item 1 Comment: Explanatory Note: This Amendment No. 3 to Schedule 13D ("Amendment No. 3") is being filed by the undersigned to amend and supplement the initial statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on March 31, 2023 (the "Original 13D"), as amended by Amendment No. 1 filed on April 17, 2023 ("Amendment No. 1") and Amendment No. 2 filed on December 23, 2024 ("Amendment No. 2" and, together with the Original 13D, Amendment No. 1 and this Amendment No. 3, the "Schedule 13D"), with respect to the shares of Class A Ordinary Shares, no par value (the "Shares"), of Pagaya Technologies Ltd., a company organized under the laws of the State of Israel (the "Issuer"). Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D.
Item 2.	Identity and Background
(a)	Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: This Schedule 13D is filed by GIC Private Limited ("GIC"), GIC Asset Management Pte. Ltd. ("GAM") and Radiance Star Pte. Ltd. ("Radiance Star", and, together with GIC and GAM, the "Reporting Persons" and each, a "Reporting Person") to report the Shares directly owned by Radiance Star. The name of each of the executive officers and directors of each Reporting Person is set forth on Exhibit 4 hereto and is incorporated by reference herein.
(b)	The principal business address for each Reporting Person is 168 Robinson Road, #37-01 Capital Tower, Singapore 068912. The principal business address of each of the executive officers and directors of each Reporting Person is set forth on Exhibit 4 hereto and is incorporated by reference herein.
(c)	GIC is a global investment management company established in 1981 under the Singapore Companies Act to manage the Government of Singapore's foreign reserves. GIC is a private company limited by shares organized under the laws of the Republic of Singapore. GAM is a wholly owned subsidiary of GIC and is the public equity investment arm of GIC. Radiance Star is a company organized under the laws of the Republic of Singapore and shares the power to vote and the power to dispose of Shares held directly by it with GAM. The principal occupation of each of the executive officers and directors of each Reporting Person is set forth on Exhibit 4 hereto and is incorporated by reference herein.
(d)	Each Reporting Person and, to the best of its knowledge, each executive officer and director of the Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	Each Reporting Person and, to the best of its knowledge, each executive officer and director of the Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The response to Item 2(c) of the Schedule 13D is incorporated by reference herein. The citizenship of each of the executive officers and directors of each Reporting Person is set forth on Exhibit 4 hereto and is incorporated by reference herein.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The response to Item 5(c) of this Amendment No. 3 is incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a-c, e) of the Schedule 13D is hereby amended and restated as follows: Calculations of the percentage of Shares beneficially owned are calculated in accordance with Rule 13d-3 and are based on the sum of (i) 63,055,282 Shares outstanding as of April 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 7, 2025, plus (ii) an aggregate of 220,000 Shares the Reporting Persons have the right to acquire upon the vesting and exercise of the Radiance Star Class A Warrants, and (iii) an aggregate of approximately 166,834 Shares that the Reporting Persons have the right to acquire upon the vesting and exercise of Series D Warrants, each of (ii) and (iii) which has been added to the Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act. The aggregate number and percentage of Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of Shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition, are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment No. 3 and are incorporated by reference herein.
(b)	Radiance Star holds directly (i) 892 unvested Series D Warrants, which represent the right to purchase approximately 166,834 Shares, subject to the vesting terms described in Item 3 of the Original 13D, and (ii) the Radiance Star Class A Warrants, which represent the right to purchase 220,000 Shares, subject to the vesting terms described in Item 3 of Amendment No. 1. Radiance Star also holds directly 50 unvested Series E Warrants, which represent the right to purchase approximately 9,404 Shares, subject to the vesting terms described in Item 3 of the Original 13D which are outside of the Reporting Person's control; such Shares are excluded from the amount of Shares reported as beneficially owned directly by Radiance Star and indirectly by GAM and GIC. GIC is a fund manager and only has two clients: the Government of Singapore (GoS) and Monetary Authority of Singapore. Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. GIC is wholly owned by the GoS and was set up with the sole purpose of managing Singapore's foreign reserves. GAM is a wholly owned subsidiary of GIC and is the public equity investment arm of GIC. Radiance Star shares the power to vote and the power to dispose of Shares held directly by it with GAM. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons is a member of a group, and each Reporting Person expressly disclaims any assertion or presumption that it and the other persons disclosed in this Schedule 13D constitute a group.
(c)	Except for the transactions listed in Exhibit 5 of this Amendment No. 3, none of the Reporting Persons and, to the best of their knowledge, none of the executive officers or directors of the Reporting Persons, has effected any transactions in the Shares during the past 60 days.
(e)	As of July 2, 2025, the Reporting Persons ceased to beneficially own more than 5% of the Shares outstanding.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 4 Exhibit 5

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GIC Private Ltd

Signature:	/s/ Wong Hui Ping
Name/Title:	Wong Hui Ping/Senior Vice President
Date:	07/02/2025

Signature:	/s/ Chew Hai Jong
Name/Title:	Chew Hai Jong/Managing Director
Date:	07/02/2025

GIC Asset Management Pte. Ltd

Signature:	/s/ Sensen Lin
Name/Title:	Sensen Lin/Managing Director
Date:	07/02/2025

Radiance Star Pte. Ltd.

Signature:	/s/ Daniel Loo Wee Poon
Name/Title:	Daniel Loo Wee Poon/Managing Director
Date:	07/02/2025

FAQ

What did Kraft Heinz (KHC) file on July 2, 2025?

A Form 3 reporting the initial beneficial ownership of VP & Global Controller Chris Asher.

How many Kraft Heinz shares does Chris Asher own?

He directly owns 60,346 common shares and indirectly holds 2,525 shares via an IRA.

What derivative securities were disclosed in the Form 3?

Fully-vested stock options for 561 shares at $37.09 (exp. 03/01/2031) and 724 shares at $38.68 (exp. 03/01/2032).

Does the filing indicate any recent share purchase or sale?

No. The Form 3 only registers existing ownership; it does not reflect new transactions.

Why is a Form 3 important for investors?

It identifies when an individual becomes a Section 16 insider, enabling future monitoring of their trades via Forms 4 and 5.