Pagaya director granted 5,946 shares of stock

Pagaya director Jason M. Gardner received a prorated annual equity award combining vested shares and RSUs vesting in 2026.

Rhea-AI Filing Summary

Pagaya Technologies Ltd. (PGY) reported that director Jason M. Gardner received an equity compensation award on September 1, 2026. He acquired 5,946 Class A Ordinary Shares in total, consisting of 1,953 shares that are immediately vested and 3,993 restricted stock units (RSUs) that each represent a right to receive one Class A Ordinary Share. The RSUs will vest in full on October 1, 2026, and Gardner holds 5,946 shares directly after this award. No Rule 10b5-1 trading plan is reported for this grant.

Insider Trade Summary

Grant/Award: 5,946 shares

Grant/Award 1 txn

Insider Gardner Jason M.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Ordinary Share F1	5,946	$0.00	$0.00

Holdings After Transaction: Class A Ordinary Share — 5,946 shares (Direct)

Footnotes (1)

1. F1. Prorated annual equity award for non-employee directors consisting of 1,953 Class A Ordinary Shares which are immediately vested and 3,993 restricted stock units ("RSUs") which each represent a contingent right to receive one Class A Ordinary Share. The RSUs will vest in full on October 1, 2026.

Key Figures

Equity award total shares: 5,946 shares Immediately vested shares: 1,953 shares Restricted stock units (RSUs): 3,993 RSUs +3 more

6 metrics

Equity award total shares 5,946 shares Director equity award granted on September 1, 2026

Immediately vested shares 1,953 shares Portion of the director’s prorated annual equity award that vested immediately

Restricted stock units (RSUs) 3,993 RSUs RSU portion of the equity award, each RSU for one Class A Ordinary Share

RSU vesting date October 1, 2026 Date when all 3,993 RSUs vest in full

Post-transaction holdings 5,946 shares Class A Ordinary Shares held directly by Jason M. Gardner after the award

Award price per share $0.00 per share Equity award reported as a grant with no cash price per share

Key Terms

restricted stock units ("RSUs"), contingent right, non-employee directors

3 terms

restricted stock units ("RSUs") financial

"3,993 restricted stock units ("RSUs") which each represent a contingent right"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

contingent right financial

"RSUs which each represent a contingent right to receive one Class A"

non-employee directors financial

"Prorated annual equity award for non-employee directors consisting of"

Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.

FAQ

What equity award did Pagaya Technologies (PGY) grant to Jason M. Gardner?

Pagaya granted Jason M. Gardner a prorated annual equity award of 5,946 Class A Ordinary Shares, made up of immediately vested shares and restricted stock units as director compensation.

How many PGY shares in Jason M. Gardner’s award vested immediately?

The award includes 1,953 Class A Ordinary Shares that are immediately vested as part of Jason M. Gardner’s prorated annual equity award for serving as a non-employee director.

How many RSUs did Jason M. Gardner receive from Pagaya Technologies (PGY)?

Jason M. Gardner received 3,993 restricted stock units (RSUs), with each RSU representing a contingent right to receive one Class A Ordinary Share of Pagaya Technologies Ltd.

When do Jason M. Gardner’s Pagaya (PGY) RSUs vest?

The 3,993 RSUs in Jason M. Gardner’s award will vest in full on October 1, 2026, subject to the terms of the grant described in the filing footnote.

How many Pagaya (PGY) shares does Jason M. Gardner hold after this Form 4 transaction?

Following the reported equity award, Jason M. Gardner directly holds 5,946 Class A Ordinary Shares of Pagaya Technologies Ltd., as stated in the post-transaction holdings field.

Was Jason M. Gardner’s Pagaya (PGY) award made under a Rule 10b5-1 plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not marked, so no Rule 10b5-1 trading plan is reported in connection with this equity award.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 07:09 PM Accepted by SEC EDGAR 09/03/2026 - 07:08 PM Learn about SEC filing dates

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^*

Gardner Jason M.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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	09/01/2026		A		5,946(1)	A	$0	5,946	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

Explanation of Responses:

1. Prorated annual equity award for non-employee directors consisting of 1,953 Class A Ordinary Shares which are immediately vested and 3,993 restricted stock units ("RSUs") which each represent a contingent right to receive one Class A Ordinary Share. The RSUs will vest in full on October 1, 2026.

Remarks:

Exhibit 24 - Power of Attorney

	/s/Eric Watson, Attorney-in-Fact	09/03/2026
	** 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)