Pagaya (NASDAQ: PGY) president sells shares to cover RSU tax obligations

Rhea-AI Filing Summary

Pagaya Technologies Ltd. president Sanjiv Das reported linked equity transactions in Class A Ordinary Shares and Restricted Stock Units. On June 12, 2026, he sold 13,309 Class A shares at $16.23 per share, with a footnote stating the sale was necessary to satisfy tax withholding obligations from the vesting of a compensatory award.

On the same date, he exercised 23,750 Restricted Stock Units into an equal number of Class A shares at a conversion price of $0.00. Following these transactions, he directly held 154,474.538 Class A shares and 71,250 Restricted Stock Units. The RSU grant is scheduled to vest over two years in eight equal quarterly installments starting on June 12, 2025.

Insights

Equity compensation analyst

Routine tax-related RSU vesting and sale with modest net share change.

The filing shows SanJiv Das, president of Pagaya Technologies Ltd., combining an RSU vesting with a related share sale. He exercised 23,750 Restricted Stock Units into Class A shares at a $0.00 exercise price and sold 13,309 shares at $16.23.

A footnote explains the sale was necessary to satisfy tax withholding obligations arising exclusively from the compensatory award vesting, indicating this is a mechanistic tax event rather than a discretionary portfolio move. After these transactions, he holds 154,474.538 Class A shares and 71,250 RSUs, so his overall equity exposure to the company remains substantial.

Insider Trade Summary

Net Seller: 13,309 shares ($216,005)

Net Sell 3 txns

Insider DAS SANJIV

Role President

Sold 13,309 shs ($216K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	23,750	$0.00	--
Exercise	Class A Ordinary Share	23,750	$0.00	--
Sale	Class A Ordinary Share	13,309	$16.23	$216K

Holdings After Transaction: Restricted Stock Unit — 71,250 shares (Direct, null); Class A Ordinary Share — 167,783.538 shares (Direct, null)

Footnotes (1)

1. Sale of securities was necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award. The grant shall vest over a period of two years in eight equal quarterly installments starting on June 12, 2025.

Key Figures

Shares sold: 13,309 shares Sale price: $16.23 per share RSUs exercised: 23,750 RSUs +4 more

7 metrics

Shares sold 13,309 shares Class A Ordinary Shares sold on June 12, 2026

Sale price $16.23 per share Price for Class A share sale on June 12, 2026

RSUs exercised 23,750 RSUs Restricted Stock Units converted to Class A shares

Exercise price $0.00 per share Conversion price for RSUs into Class A shares

Shares held after 154,474.538 shares Direct Class A Ordinary Share holdings post-transaction

RSUs held after 71,250 RSUs Restricted Stock Unit holdings after June 12, 2026

Net buy/sell shares -13,309 shares Net share change from buy/sell activity in summary

Key Terms

Restricted Stock Unit, open-market sale, tax withholding obligations, derivative exercise/conversion, +1 more

5 terms

Restricted Stock Unit financial

"security_title: "Restricted Stock Unit" and RSU grant details"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

open-market sale financial

"transaction_action: "open-market sale" for Class A shares"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

tax withholding obligations financial

"Sale of securities was necessary to satisfy tax withholding obligations"

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion" for RSUs"

vesting financial

"The grant shall vest over a period of two years in eight equal quarterly installments"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DAS SANJIV

(Last) (First) (Middle)

C/O PAGAYA TECHNOLOGIES LTD.

335 MADISON AVENUE, 16TH FLOOR

(Street)

NEW YORK NEW YORK 10017

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Pagaya Technologies Ltd. [ PGY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Share	06/12/2026		M		23,750	A	$0	167,783.538	D
Class A Ordinary Share	06/12/2026		S(1)		13,309	D	$16.23	154,474.538	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	$0	06/12/2026		M			23,750	(2)	(2)	Class A Ordinary Share	23,750	$0	71,250	D

Explanation of Responses:

1. Sale of securities was necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award.

2. The grant shall vest over a period of two years in eight equal quarterly installments starting on June 12, 2025.

Remarks:

	/s/Eric Watson, Attorney-in-Fact	06/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Pagaya (PGY) president Sanjiv Das report?

SanJiv Das reported an RSU vesting and a related share sale. He converted 23,750 Restricted Stock Units into Class A Ordinary Shares and sold 13,309 Class A shares on June 12, 2026, according to the Form 4 filing.

How many Pagaya (PGY) shares did Sanjiv Das sell and at what price?

He sold 13,309 Class A Ordinary Shares at a price of $16.23 per share. The filing notes this sale occurred on June 12, 2026, and was linked to tax obligations from a compensatory award vesting.

Why did Pagaya (PGY) president Sanjiv Das sell shares in this Form 4?

A footnote states the sale was necessary to satisfy tax withholding obligations from the vesting of a compensatory award. This indicates the 13,309-share sale was tax-driven rather than a discretionary reduction of his overall Pagaya equity position.

How many Pagaya (PGY) Restricted Stock Units did Sanjiv Das vest and exercise?

He exercised 23,750 Restricted Stock Units into 23,750 Class A Ordinary Shares at a conversion price of $0.00. The RSU grant vests over two years in eight equal quarterly installments beginning June 12, 2025, according to the disclosure.

What are Sanjiv Das’s Pagaya (PGY) holdings after these transactions?

After the reported transactions, Sanjiv Das directly holds 154,474.538 Class A Ordinary Shares and 71,250 Restricted Stock Units. These figures show he continues to maintain a sizable exposure to Pagaya equity through both shares and unvested RSUs.

What is the vesting schedule for Sanjiv Das’s Pagaya (PGY) RSU grant?

The grant vests over two years in eight equal quarterly installments, starting on June 12, 2025. This means a portion of the RSUs becomes deliverable as Class A shares every three months during the two-year vesting period.