[144] Pagaya Technologies Ltd. SEC Filing

Rhea-AI Filing Summary

Form 144 notice for Pagaya Technologies Ltd. (PGYWW) reporting a proposed sale of 14,924 common shares through Morgan Stanley Smith Barney LLC on 09/23/2025 with an aggregate market value of $562,121.41. The shares were acquired in a private acquisition from the issuer on 12/15/2016 and paid in cash. The filing discloses multiple related entity sales on 08/12/2025, including one sale of 1,103,877 shares with gross proceeds of $33,016,961.07 and other large dispositions by Viola-related entities. The filer certifies no undisclosed material adverse information and includes the required attestation language.

Positive

• Filer provided required Rule 144 details: broker, share count, acquisition date, and payment method are disclosed
• Securities were acquired in a private transaction from the issuer and payment was in cash, per the filing

Negative

• Large prior sales by Viola-related entities on 08/12/2025 are disclosed, including sales generating over $33 million in gross proceeds
• Filing lacks context on remaining holdings or whether additional sales are planned beyond the single proposed sale

Insights

Securities Compliance Analyst

TL;DR: Routine Rule 144 notice documenting a planned resale and recent large dispositions by related Viola entities.

The filing is procedural: it notifies the market of an intended resale of restricted/affiliate shares acquired privately in 2016. It properly identifies the broker, estimated sale date, share count, and acquisition details. The presence of multiple sizable sales on 08/12/2025 by Viola-affiliated entities is material from a disclosure standpoint because it shows recent liquidity events involving related holders. From a compliance perspective, the form includes the required representations about publicly disclosed material information.

Securities Markets Analyst

TL;DR: The notice itself is neutral, but prior large gross proceeds from Viola entities indicate significant selling activity.

Quantitatively, the filing shows a proposed sale of 14,924 shares valued at $562,121.41 and prior aggregated sales on 08/12/2025 including 1,056,537 and 1,103,877 share dispositions generating multi‑million dollar proceeds. Those historical sales are relevant to market supply considerations but the current Form 144 documents a much smaller, specific resale tied to a 2016 private acquisition. The document does not provide context on remaining holdings or intent beyond the single planned sale.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	14924	562121.41	65319849	09/23/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	12/15/2016	Private Acquisition from Issuer/Affiliate	Issuer			14924	12/15/2016	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
VIOLA VENTURES IV PRINCIPALS FUND LP 335 Madison Ave, 16th Floor New York NY 10017	Common	08/12/2025	60823	1819215.93
Viola Ventures IV CEO Program, L.P. 335 Madison Ave, 16th Floor New York NY 10017	Common	08/12/2025	16283	487024.53
Viola 4 P, Limited Partnership 335 Madison Ave, 16th Floor New York NY 10017	Common	08/12/2025	180360	5394567.60
Viola Ventures IV (B), L.P. 335 Madison Ave, 16th Floor New York NY 10017	Common	08/12/2025	1103877	33016961.07
Viola Ventures IV (A), L.P. 335 Madison Ave, 16th Floor New York NY 10017	Common	08/12/2025	1056537	31601021.67

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 for Pagaya Technologies (PGYWW) report?

It reports a proposed sale of 14,924 common shares on 09/23/2025 through Morgan Stanley with aggregate market value of $562,121.41.

When and how were the shares to be sold on Form 144 acquired?

The 14,924 shares were acquired on 12/15/2016 in a private acquisition from the issuer and paid for in cash.

Were there other recent sales by related parties disclosed?

Yes. Multiple Viola-related entities reported sales on 08/12/2025, including 1,103,877 shares for $33,016,961.07 and other multi‑million dollar dispositions.

Who is the broker named for the proposed sale?

Morgan Stanley Smith Barney LLC, Executive Financial Services, New York, NY, is listed as the broker.

Does the filer assert there is any undisclosed material information?

The filer represents by signing the notice that they do not know any material adverse information about the issuer that has not been publicly disclosed.