[144] Pagaya Technologies Ltd. SEC Filing

Rhea-AI Filing Summary

Pagaya Technologies Ltd. (PGYWW) filed a Form 144 notifying a proposed sale of securities under Rule 144. The notice reports 5,225 shares of common stock to be sold through Morgan Stanley Smith Barney LLC with an aggregate market value of $196,802.76 and total shares outstanding listed as 65,319,849. The approximate sale date is 09/23/2025. The securities were acquired on 12/15/2016 in a private acquisition from the issuer and paid in cash. The filing also discloses multiple sales during the past three months by related Viola entities on 08/12/2025, including transactions of 1,103,877; 1,056,537; 180,360; 60,823; and 16,283 shares with gross proceeds shown for each. The filer affirms no undisclosed material adverse information and includes the standard certification against false statements.

Positive

• Filing provides clear disclosure of broker, share count, acquisition date, and payment method, supporting regulatory transparency
• The proposed sale in this notice is relatively small (5,225 shares, $196,802.76) compared with the stated shares outstanding

Negative

• Multiple affiliated Viola entities reported large sales on 08/12/2025 (including transactions exceeding one million shares for some entities) with substantial gross proceeds disclosed
• Clustered related-party disposals could increase available float and exert short-term selling pressure on the stock

Insights

Securities Analyst

TL;DR: Routine Rule 144 sale notice showing a small proposed sale and several large recent affiliated disposals; market impact likely limited but notable supply.

The Form 144 reports a proposed sale of 5,225 common shares valued at $196,802.76 to occur via Morgan Stanley on 09/23/2025. Acquisition details indicate a private purchase from the issuer on 12/15/2016 paid in cash, supporting compliance with holding-period and disclosure requirements. Separately, multiple affiliated Viola entities executed sizable sales on 08/12/2025 with gross proceeds listed per entity, indicating recent substantial insider-related liquidity events. From a trading-volume perspective these prior disposals could increase available float and short-term selling pressure; however, the single proposed sale in this notice is small relative to the listed outstanding shares. Documentation appears procedurally complete.

Corporate Governance Expert

TL;DR: The filing is a standard insider sale notice with required representations; the related-party sales warrant attention for governance transparency.

The filer makes the customary representation that no material nonpublic information is known. The report transparently lists the broker, acquisition history, and payment method. The disclosure of multiple large sales by Viola-related funds on the same date is material from a governance and signaling standpoint, as coordinated dispositions by affiliated holders can reflect portfolio rebalancing or liquidity needs. The Form 144 itself does not explain motivations; it fulfills procedural requirements but investors may view clustered affiliated sales as governance-relevant information requiring monitoring.

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	5225	196802.76	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			5225	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 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 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 Pagaya (PGYWW) Form 144 disclose?

The Form 144 discloses a proposed sale of 5,225 common shares via Morgan Stanley with an aggregate market value of $196,802.76 and lists acquisition on 12/15/2016 paid in cash.

When is the proposed sale date listed on the Form 144 for PGYWW?

The approximate sale date shown is 09/23/2025.

Were there other recent sales by related parties disclosed?

Yes. The filing lists multiple sales on 08/12/2025 by Viola-related entities with amounts including 1,103,877, 1,056,537, 180,360, 60,823, and 16,283 shares and corresponding gross proceeds.

How many shares outstanding does the filing report?

The filing reports 65,319,849 shares outstanding.

How were the shares originally acquired according to the filing?

The 5,225 shares were acquired on 12/15/2016 in a private acquisition from the issuer and payment was made in cash.

Does the filer certify anything about material nonpublic information?

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