This Amendment No. 3 to Schedule 13G reports beneficial ownership of Pagaya Technologies Ltd. (Class A ordinary shares) by a group of Viola-related funds and three individuals. The five Reporting Holders directly hold a total of 6,131,831 Class A shares (breakdown: Viola IV (A) 2,679,415; Viola IV (B) 2,799,471; Viola IV Principals 154,249; Viola IV CEO 41,295; Viola 4 P 457,401), representing 9.5% of outstanding Class A shares.
Reporting Individuals collectively report significant aggregate holdings as well. Avi Zeevi is reported as beneficially owning 6,364,797 Class A shares (reported as 9.8% of Class A), with specified sole voting and dispositive power amounts and certain options/RSUs that are excluded from current beneficial ownership but may become exercisable. Percentages are based on 64,873,392 Class A ordinary shares outstanding as of June 30, 2025. The filing notes there are 11,288,577 Class B shares (10 votes each) and 5,000,000 Series A preferred shares convertible on a one-for-one basis, so the Reporting Persons' voting power is lower than their Class A percentage figures indicate.
Positive
Transparent disclosure of precise beneficial ownership figures across multiple related entities and individuals
Reporting Holders directly hold 6,131,831 Class A shares, representing 9.5% of Class A, a clearly material stake for investor monitoring
Avi Zeevi's reported aggregate beneficial ownership of 6,364,797 shares (9.8%) is explicitly quantified
Negative
Reported voting power is lower than Class A percentages because the issuer has 11,288,577 Class B shares with 10 votes each and 5,000,000 convertible Series A preferred shares
Certain options and RSUs held via Mr. Zeevi's holding company (28,818 and 16,761 shares) are currently excluded from beneficial ownership but could increase his stake if vested/exercisable
Ownership is structured across multiple affiliated entities and GP layers, which complicates direct assessment of individual control or influence
Insights
TL;DR: Viola-linked entities and individuals disclose a material ~9.5% stake in Pagaya Class A shares; voting influence is reduced by dual-class capital.
The filing is an Amendment No. 3 to a Schedule 13G and provides precise share counts and percentages based on 64,873,392 Class A shares outstanding as of June 30, 2025. The Reporting Holders directly hold 6,131,831 Class A shares (9.5%), while Avi Zeevi's reported aggregate beneficial ownership is 6,364,797 shares (9.8%). Importantly, the filing explicitly states the issuer also has 11,288,577 Class B shares with 10 votes each and 5,000,000 Series A preferred shares convertible one-for-one, which reduces the reported holders' voting power relative to their Class A percentages. This disclosure is material for ownership concentration assessment but the filing does not specify intent or changes in control.
TL;DR: Ownership is layered through GP and management entities, creating shared beneficial claims though voting power is constrained by superior-vote share classes.
The document details a common GP structure: Viola 4 GP, Viola 4 GP GP and Viola 4 Investment Management link the Reporting Holders and may result in shared beneficial ownership across related entities. The filing also discloses that limited partners retain rights to dividends and proceeds from sales. For governance analysis, the combination of concentrated economic ownership across affiliated funds and the presence of high-vote Class B and convertible preferred shares means economic exposure does not directly translate into equivalent voting influence.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Pagaya Technologies Ltd.
(Name of Issuer)
Class A Ordinary Shares, no par value per share
(Title of Class of Securities)
M7S64L123
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
M7S64L123
1
Names of Reporting Persons
Viola Ventures IV (A) L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,679,415.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,679,415.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,679,415.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
M7S64L123
1
Names of Reporting Persons
Viola Ventures IV (B) L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,799,471.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,799,471.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,799,471.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
M7S64L123
1
Names of Reporting Persons
Viola Ventures IV Principals Fund L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
154,249.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
154,249.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
154,249.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
M7S64L123
1
Names of Reporting Persons
Viola Ventures IV CEO Program L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
41,295.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
41,295.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
41,295.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
M7S64L123
1
Names of Reporting Persons
Viola 4 P, Limited Partnership
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
457,401.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
457,401.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
457,401.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
M7S64L123
1
Names of Reporting Persons
Viola Ventures 4 L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,131,831.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,131,831.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,131,831.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.5 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
M7S64L123
1
Names of Reporting Persons
Viola Ventures 4 Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,131,831.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,131,831.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,131,831.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.5 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
M7S64L123
1
Names of Reporting Persons
Viola Ventures V.C. Management 4 Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,131,831.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,131,831.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,131,831.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.5 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
M7S64L123
1
Names of Reporting Persons
Avi Zeevi
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
232,966.00
6
Shared Voting Power
6,131,831.00
7
Sole Dispositive Power
204,148.00
8
Shared Dispositive Power
6,131,831.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,364,797.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
M7S64L123
1
Names of Reporting Persons
Harel Beit-On
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,131,831.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,131,831.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,131,831.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.5 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
M7S64L123
1
Names of Reporting Persons
Shlomo Dovrat
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,131,831.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,131,831.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,131,831.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.5 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Pagaya Technologies Ltd.
(b)
Address of issuer's principal executive offices:
Azrieli Sarona Bldg, 54th Floor, 121 Menachem Begin Rd., Tel Aviv-Yafo 6701203, Israel.
Item 2.
(a)
Name of person filing:
The following entities and individuals, listed in (i)-(xi) below, who are filing this Amendment No. 3 (this "Amendment No. 3") to the Statement of Beneficial Ownership on Schedule 13G filed on February 14, 2023 (the "Statement"), as amended by Amendment No. 1 thereto filed on February 8, 2024 ("Amendment No. 1"), and Amendment No. 2 thereto filed on February 13, 2025 ("Amendment No. 2"), are referred to herein collectively as the "Reporting Persons". The five entities listed in (i)-(v) below, which directly hold the vast majority of the equity securities reported in this Amendment No. 3, are referred to herein collectively as the "Reporting Holders", and the three individuals whose names appear in (ix)-(xi) below, collectively, as the "Reporting Individuals": (i) Viola Ventures IV (A) L.P. ("Viola IV (A)") (ii) Viola Ventures IV (B) L.P. ("Viola IV (B)") (iii Viola Ventures IV Principals Fund L.P. ("Viola IV Principals") (iv) Viola Ventures IV CEO Program L.P. ("Viola IV CEO") (v) Viola 4 P, Limited Partnership ("Viola 4 P") (vi) Viola Ventures 4 L.P. ("Viola 4 GP") (vii) Viola Ventures 4 Ltd. ("Viola 4 GP GP") (viii) Viola Ventures V.C. Management 4 Ltd. ("Viola 4 Investment Management") (ix) Avi Zeevi (x) Harel Beit-On and (xi) Shlomo Dovrat.
Viola IV (A), Viola IV (B), Viola IV Principals, Viola IV CEO and Viola 4 P (i.e., the Reporting Holders) directly hold the vast majority of the Class A ordinary shares (as defined in Item 2(d) below) of the Issuer that are reported in this Amendment No. 3, consisting of 2,679,415, 2,799,471, 154,249, 41,295 and 457,401 Class A ordinary shares, respectively, which total 6,131,831 Class A ordinary shares in the aggregate held by the Reporting Holders. Viola 4 GP serves as the sole general partner for each of the Reporting Holders and may therefore be deemed to share beneficial ownership of the Class A ordinary shares held by the Reporting Holders. Viola 4 GP GP serves as the sole general partner of Viola 4 GP and may therefore be deemed to share beneficial ownership of the Class A ordinary shares beneficially owned by Viola 4 GP (and held by the Reporting Holders). Viola 4 Investment Management holds 100% of the issued and outstanding shares of Viola 4 GP GP and may therefore be deemed to share beneficial ownership of all of the Class A ordinary shares beneficially owned by Viola 4 GP GP (and held by the Reporting Holders). The Reporting Individuals indirectly collectively with one another are the controlling shareholders of Viola 4 Investment Management and, therefore, may be deemed to possess ultimate shared voting and dispositive authority with respect to all Class A ordinary shares of the Issuer beneficially owned by Viola 4 Investment Management (and held by the Reporting Holders).
Avi Zeevi beneficially owns (in addition to his ownership as a Reporting Individual, as described in the preceding paragraph), with sole voting power-- (a) personally, 30,000 Class A ordinary shares, and (b) via A. Zeevi Management Services Ltd., a company that is controlled by him (the "Zeevi holding company")-- 202,966 Class A ordinary shares, consisting of: (i) 30,062 Class A ordinary shares, (ii) 144,086Class A ordinary shares underlying vested options that have been granted by the Issuer to him, and (iii) 28,818Class A ordinary shares underlying options that are subject to performance-based vesting and that may be exercised (once vested) for restricted Class A ordinary shares. Of the foregoing 202,966 Class A ordinary shares held through the Zeevi holding company, Mr. Zeevi (through the Zeevi holding company) possesses sole dispositive power with respect to 174,148 of such Class A ordinary shares. Mr. Zeevi may also, in the future, gain the following types of beneficial ownership over additional Class A ordinary shares that are currently partly or fully excluded from his beneficial ownership reported in this Amendment No. 3): (a) dispositive power over the 28,818 Class A ordinary shares underlying options granted by the Issuer to him (and held via the Zeevi holding company) that are exercisable within 60 days of June 30, 2025 but as to which he does not currently have to right to sell until/unless certain performance conditions are met; and (b) voting and/or dispositive power over an additional 16,761 Class A ordinary shares that underlie options and RSUs that have been granted by the Issuer to him (and would be held via the Zeevi holding company) and which are subject to performance-based and/or time-based vesting, but are not exercisable within 60 days of June 30, 2025.
(b)
Address or principal business office or, if none, residence:
The citizenship or state of organization, as applicable, of each Reporting Person is as follows: (i) Viola IV (A)-- Cayman Islands (ii) Viola IV (B)-- Cayman Islands (iii) Viola IV Principals-- Cayman Islands (iv) Viola IV CEO-- Cayman Islands (v) Viola 4 P-- Israel (vi) Viola 4 GP-- Cayman Islands (vii) Viola 4 GP GP-- Cayman Islands (viii) Viola 4 Investment Management-- Israel (ix) Each Reporting Individual-- Israel
(d)
Title of class of securities:
Class A Ordinary Shares, no par value per share
(e)
CUSIP No.:
M7S64L123
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Amount beneficially owned: Please see row 9 of the cover pages of the respective Reporting Persons.
(b)
Percent of class:
Percent of class: Please see row 11 of the cover pages of the respective Reporting Persons. The percentages appearing in row 11 of the cover pages of the respective Reporting Persons are based on 64,873,392 Class A ordinary shares issued and outstanding as of June 30, 2025, as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on August 7, 2025. The percentage of class numbers appearing in row 11 of the cover pages of the respective Reporting Persons constitute the percentages of the outstanding Class A ordinary shares. Because the Issuer also has (as of June 30, 2025) 11,288,577 outstanding Class B ordinary shares, which are entitled to ten votes per share, and 5,000,000 outstanding Series A preferred shares, which are entitled to one vote per Class A ordinary share into which they are convertible (they are convertible on a one-for-one basis), and the outstanding Class A ordinary shares are entitled to one vote per share, the percentage of the outstanding voting power of the Issuer possessed by each Reporting Person is lower than what appears in row 11.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Sole power to vote or to direct the vote: Please see row 5 of the cover pages of the respective Reporting Persons and the supplementary explanatory information provided in Item 2(a), all of which is incorporated by reference herein.
(ii) Shared power to vote or to direct the vote:
Shared power to vote or to direct the vote: Please see row 6 of the cover pages of the respective Reporting Persons and the supplementary explanatory information provided in Item 2(a), all of which is incorporated by reference herein.
(iii) Sole power to dispose or to direct the disposition of:
Sole power to dispose or to direct the disposition of: Please see row 7 of the cover pages of the respective Reporting Persons and the supplementary explanatory information provided in Item 2(a), all of which is incorporated by reference herein.
(iv) Shared power to dispose or to direct the disposition of:
Shared power to dispose or to direct the disposition of: Please see row 8 of the cover pages of the respective Reporting Persons and the supplementary explanatory information provided in Item 2(a), all of which is incorporated by reference herein.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The limited partners of each of the Reporting Holders have the right to receive dividends from, and the proceeds from the sale of the Class A ordinary shares held by the Reporting Holders.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
Viola Ventures IV (A) L.P.
Signature:
/s/ Avi Zeevi
Name/Title:
Avi Zeevi
Date:
08/12/2025
Signature:
/s/ Yitzhak Avidor
Name/Title:
Yitzhak Avidor
Date:
08/12/2025
Viola Ventures IV (B) L.P.
Signature:
/s/ Avi Zeevi
Name/Title:
Avi Zeevi
Date:
08/12/2025
Signature:
/s/ Yitzhak Avidor
Name/Title:
Yitzhak Avidor
Date:
08/12/2025
Viola Ventures IV Principals Fund L.P.
Signature:
/s/ Avi Zeevi
Name/Title:
Avi Zeevi
Date:
08/12/2025
Signature:
/s/ Yitzhak Avidor
Name/Title:
Yitzhak Avidor
Date:
08/12/2025
Viola Ventures IV CEO Program L.P.
Signature:
/s/ Avi Zeevi
Name/Title:
Avi Zeevi
Date:
08/12/2025
Signature:
/s/ Yitzhak Avidor
Name/Title:
Yitzhak Avidor
Date:
08/12/2025
Viola 4 P, Limited Partnership
Signature:
/s/ Avi Zeevi
Name/Title:
Avi Zeevi
Date:
08/12/2025
Signature:
/s/ Yitzhak Avidor
Name/Title:
Yitzhak Avidor
Date:
08/12/2025
Viola Ventures 4 L.P.
Signature:
/s/ Avi Zeevi
Name/Title:
Avi Zeevi
Date:
08/12/2025
Signature:
/s/ Yitzhak Avidor
Name/Title:
Yitzhak Avidor
Date:
08/12/2025
Viola Ventures 4 Ltd.
Signature:
/s/ Avi Zeevi
Name/Title:
Avi Zeevi
Date:
08/12/2025
Signature:
/s/ Yitzhak Avidor
Name/Title:
Yitzhak Avidor
Date:
08/12/2025
Viola Ventures V.C. Management 4 Ltd.
Signature:
/s/ Avi Zeevi
Name/Title:
Avi Zeevi
Date:
08/12/2025
Signature:
/s/ Yitzhak Avidor
Name/Title:
Yitzhak Avidor
Date:
08/12/2025
Avi Zeevi
Signature:
/s/ Avi Zeevi
Name/Title:
AVI ZEEVI
Date:
08/12/2025
Harel Beit-On
Signature:
/s/ Harel Beit-On
Name/Title:
HAREL BEIT-ON
Date:
08/12/2025
Shlomo Dovrat
Signature:
/s/ Shlomo Dovrat
Name/Title:
SHLOMO DOVRAT
Date:
08/12/2025
Exhibit Information
Exhibit 1 - Joint Filing Agreement pursuant to Rule 13d-1(k)(1)- incorporated by reference to Exhibit 1 to the Statement
How many Class A shares does the Viola group report owning in Pagaya (PGY)?
The Reporting Holders directly own 6,131,831 Class A shares, which the filing states represent 9.5% of the outstanding Class A shares.
What is Avi Zeevi's reported beneficial ownership in PGY?
Avi Zeevi is reported as beneficially owning 6,364,797 Class A shares in the aggregate, reported as 9.8% of Class A.
On what share base are the percentages calculated?
Percentages are based on 64,873,392 Class A ordinary shares outstanding as of June 30, 2025, per the filing.
Does the filing state whether the Reporting Persons control voting power?
The filing notes that because there are 11,288,577 Class B shares (10 votes each) and 5,000,000 Series A preferred shares convertible one-for-one, the Reporting Persons' voting power is lower than their Class A percentage figures.
Are there additional shares that could increase reported ownership?
Yes. The filing discloses 28,818 Class A shares underlying options exercisable upon certain conditions and an additional 16,761 shares underlying options/RSUs subject to vesting/performance that are not currently included in the reported beneficial ownership.
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