[144] Pagaya Technologies Ltd. SEC Filing

Rhea-AI Filing Summary

Form 144 notice for Pagaya Technologies Ltd. (PGYWW) shows a proposed sale of 23,788 common shares through Morgan Stanley Smith Barney on 09/23/2025 with an aggregate market value of $895,989.29. The filing reports 65,319,849 shares outstanding. The shares to be sold were acquired on 05/22/2020 in a private acquisition from the issuer and paid in cash on the same date. The filing also discloses multiple prior sales on 08/12/2025 by related Viola entities, including large dispositions such as 1,106,877 and 1,056,537 shares, producing multimillion-dollar gross proceeds. The notice contains the required representation that the seller is not aware of undisclosed material adverse information.

Positive

• Transaction details provided including broker, exact share count, aggregate market value, and trade date offer clear transparency.
• Acquisition history disclosed: shares were acquired in a private transaction from the issuer and paid in cash on 05/22/2020.

Negative

• Significant prior sales by related Viola entities on 08/12/2025 show large dispositions (including 1,106,877 and 1,056,537 shares) that produced substantial proceeds.
• Filer and issuer identifying fields are incomplete or omitted in this extract (no filer CIK or issuer address provided), limiting disclosure context.

Insights

Securities Analyst

TL;DR Large insider-related dispositions were reported; a small additional block is now planned for sale through Morgan Stanley.

The filing documents a proposed sale of 23,788 common shares valued at $895,989.29 and shows significant prior sales by Viola-affiliated entities on 08/12/2025 that generated substantial proceeds. The shares to be sold were originally acquired in a private transaction with the issuer on 05/22/2020 and paid in cash. The size of the current notice is modest relative to the reported outstanding share count of 65,319,849, while the prior aggregated disposals on 08/12/2025 represent material share movement. The notice follows Rule 144 procedural disclosure and includes the required certification about undisclosed material adverse information.

Corporate Governance Expert

TL;DR Filing is procedural and compliant but highlights significant prior insider-related liquidations earlier in August.

The Form 144 provides standard disclosure for a proposed sale and identifies the broker and acquisition history. The seller certified no undisclosed material adverse information. Notably, multiple related-party sellers disclosed large sales on 08/12/2025, indicating concentrated insider or affiliate liquidity events. From a governance perspective, such clustered disposals merit attention to understand whether they stem from scheduled fund wind-downs, portfolio rebalancing, or other structural reasons; however, none of those causes are stated in this filing, which remains a factual notice of intent to sell under Rule 144.

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	23788	895989.29	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	05/22/2020	Private Acquisition from Issuer/Affiliate	Issuer			23788	05/22/2020	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 CEO Program, L.P. 335 Madison Ave, 16th Floor New York NY 10017	Common	08/12/2025	16283	487024.53
ViolaVentures IV Principals Fund LP 335 Madison Ave, 16th Floor New York NY 10017	Common	08/12/2025	60823	1819215.93
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
Viola 4 P, LP 335 Madison Ave, 16th Floor New York NY 10017	Common	08/12/2025	180360	5394567.60

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 filed for Pagaya Technologies Ltd. (PGYWW) disclose?

The notice discloses a proposed sale of 23,788 common shares through Morgan Stanley Smith Barney on 09/23/2025 with an aggregate market value of $895,989.29.

How many shares outstanding does the filing report for PGYWW?

The filing reports 65,319,849 shares outstanding.

When and how were the shares to be sold originally acquired?

They were acquired on 05/22/2020 in a private acquisition from the issuer and paid for in cash on that date.

Were there other recent sales by related parties disclosed?

Yes. Multiple related Viola entities reported sales on 08/12/2025, including dispositions of 1,106,877 and 1,056,537 shares, yielding multimillion-dollar gross proceeds.

Does the filing state any undisclosed material adverse information?

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