[144] Pagaya Technologies Ltd. SEC Filing

Rhea-AI Filing Summary

Pagaya Technologies Ltd. (PGYWW) filed a Form 144 notice reporting a proposed sale of 108,005 shares of common stock through Merrill Lynch Pierce Fenner and Smith on NASDAQ, with an approximate sale date of 09/19/2025 and an aggregate market value of $4,731,699.05. The filing states total shares outstanding of 65,319,849.

The shares were acquired on 09/18/2025 as distributions in kind from Oak HC/FT Associates II, LLC (80,031 shares) and Oak HC/FT Associates V, LP (27,974 shares). The filer reports no securities sold in the past three months.

Positive

• Filer discloses specific broker (Merrill Lynch Pierce Fenner and Smith) and the approximate sale date of 09/19/2025.
• Filer identifies the source of acquisition (distributions in kind from Oak HC/FT entities) with dates and amounts.
• Filing states no securities sold in the past three months, clarifying recent disposition activity.

Negative

• None.

Insights

Securities Analyst

TL;DR: Small planned sale disclosed; acquisition via distributions from private entities; no recent prior sales reported.

The Form 144 documents a proposed sale of 108,005 common shares valued at $4.73 million, to be executed through a major broker on NASDAQ. The shares were acquired the day before the filing as distributions in kind from two Oak HC/FT entities. The filer also certifies no sales in the prior three months. This disclosure is routine and provides required transparency for an insider or affiliate selling restricted or control securities under Rule 144.

Corporate Governance Expert

TL;DR: Filing meets Rule 144 disclosure elements; no material adverse details disclosed.

The notice identifies the source of the securities and the broker and includes the required representation regarding material nonpublic information. The filing does not report prior sales in the past three months and supplies basic metrics: number of shares, aggregate market value, approximate sale date, and outstanding shares. There are no governance red flags or additional explanatory remarks included in the filing.

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 Stock	Merrill Lynch Pierce Fenner and Smith One Bryant Park New York NY 10036	108005	4731699.05	65319849	09/19/2025	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 Stock	09/18/2025	Distribution in Kind	Oak HC/FT Associates II, LLC (1)			80031	09/18/2025	Distribution in Kind
Common Stock	09/18/2025	Distribution in Kind	Oak HC/FT Associates V, LP (2)			27974	09/18/2025	Distribution in Kind

* 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

Nothing to Report

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 Pagaya (PGYWW) report on this Form 144?

The Form 144 reports a proposed sale of 108,005 common shares with an aggregate market value of $4,731,699.05, to be sold on NASDAQ through Merrill Lynch around 09/19/2025.

Who acquired the shares being sold according to the filing?

The shares were acquired on 09/18/2025 as distributions in kind from Oak HC/FT Associates II, LLC (80,031 shares) and Oak HC/FT Associates V, LP (27,974 shares).

Does the filing show any sales of Pagaya securities in the past three months?

No. The Form 144 specifically reports "Nothing to Report" for securities sold during the past three months.

How many shares outstanding does Pagaya report in this notice?

The filing lists 65,319,849 shares outstanding.

Which broker is handling the proposed sale in the Form 144?

The proposed sale is to be handled by Merrill Lynch Pierce Fenner and Smith, One Bryant Park, New York, NY.