[144] Pagaya Technologies Ltd. SEC Filing

Rhea-AI Filing Summary

Pagaya Technologies Ltd. (PGYWW) Form 144 notifies a proposed sale of 1,910 common shares (approximate aggregate market value $71,941.30) to be sold through Morgan Stanley Smith Barney on 09/23/2025 on NASDAQ. The shares were originally acquired in a private acquisition from the issuer on 12/15/2016 and paid for in cash. The filing also discloses multiple large sales by affiliated entities on 08/12/2025, including aggregate gross proceeds shown per seller (examples: Viola Ventures IV (A), L.P. grossed $31,601,021.67; Viola Ventures IV (B), L.P. grossed $33,016,961.07), indicating recent significant dispositions by related parties. The filer attests there is no undisclosed material adverse information and the notice contains standard Rule 144 representations.

Positive

• Compliance disclosure: The filer submitted a formal Rule 144 notice and attested there is no undisclosed material adverse information.
• Brokered sale: The proposed sale is being routed through Morgan Stanley Smith Barney, a regulated broker-dealer.

Negative

• Large affiliated sales: Multiple Viola-related entities sold substantial common stock on 08/12/2025 with gross proceeds in the tens of millions (examples: $31,601,021.67 and $33,016,961.07), indicating significant insider/affiliate selling activity.
• Potential share supply impact: The disclosed large dispositions by affiliates could increase available float, which may be material to investors monitoring insider selling.

Insights

Securities Analyst

TL;DR: Related parties disclosed large dispositions and a small Rule 144 notice for 1,910 shares scheduled through a major broker.

The filing shows a routine Rule 144 notice for 1,910 shares with an aggregate market value of $71,941.30, acquired privately in 2016. Materially notable are multiple large sales by affiliated Viola entities on 08/12/2025 with combined gross proceeds in the tens of millions, which could affect share supply dynamics. The sale is being routed through Morgan Stanley Smith Barney, consistent with standard brokered dispositions. Documentation appears to comply with Rule 144 disclosure requirements; no earnings or operational data are provided in this filing.

Corporate Governance Expert

TL;DR: The form is a compliance disclosure for insider-related sales; affiliated entities executed large transactions earlier in August.

The notice contains required representations about undisclosed material information and indicates cash payment at original acquisition. The presence of multiple affiliated sellers and significant gross proceeds reported for 08/12/2025 highlights notable insider/affiliate liquidity events. From a governance perspective, the filing is procedural and transparent but the prior large dispositions by related parties are a meaningful fact for stakeholders monitoring insider activity.

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	1910	71941.30	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			1910	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 (A), L.P. 335 Madison Ave, 16th Floor New York NY 10017	Common	08/12/2025	1056537	31601021.67
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

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 Form 144 for PGYWW disclose?

The form discloses a proposed sale of 1,910 common shares (aggregate market value $71,941.30) to be sold on 09/23/2025 via Morgan Stanley Smith Barney on NASDAQ.

When and how were the shares being offered on the Form 144 acquired?

The 1,910 shares were acquired in a private acquisition from the issuer on 12/15/2016 and payment was made in cash.

Were there other related-party sales disclosed recently for PGYWW?

Yes. The filing lists multiple Viola-related entities that sold common shares on 08/12/2025, with example gross proceeds of $31,601,021.67 and $33,016,961.07 for two entities.

Through which broker will the proposed sale be executed?

The proposed sale is to be executed through Morgan Stanley Smith Barney LLC Executive Financial Services at 1 New York Plaza, New York.

Does the filer assert any undisclosed material adverse information?

By signing the notice, the person for whose account the securities are to be sold represents that they do not know any material adverse information about the issuer that has not been publicly disclosed.