SCHEDULE: Oak HC/FT Funds Distribute Pagaya Class A Shares

Oak HC/FT funds completed an in-kind distribution of Pagaya Technologies Class A Ordinary Shares to their partners, adjusting beneficial ownership percentages.

Summary

• Oak HC/FT Partners II, L.P., Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P., and Oak HC/FT Partners V-B, L.P. (the 'Funds') made a pro rata in-kind distribution of Pagaya Technologies Ltd. Class A Ordinary Shares to their general and limited partners on September 18, 2025.
• The distributions were made for no additional consideration and are exempt from the Securities Act of 1933.
• Immediately prior to the distributions, Fund V converted 2,031,325 Series A Preferred Shares, Fund V-A converted 492,744 Series A Preferred Shares, and Fund V-B converted 448,784 Series A Preferred Shares into Class A Ordinary Shares.
• The total number of Ordinary Shares distributed by the Funds were: Fund II (3,284,484 shares), Fund V (2,077,698 shares), Fund V-A (503,993 shares), and Fund V-B (459,029 shares).
• The collective group of reporting persons, including Ann H. Lamont and Andrew W. Adams, beneficially owns 4,215,672 Class A Ordinary Shares, representing 6.0% of the outstanding shares.
• This percentage is calculated based on 65,319,849 Class A Ordinary Shares outstanding on July 31, 2025, as reported in Pagaya's Form 10-Q filed on August 7, 2025, plus preferred shares convertible by reporting persons and shares converted and distributed.

Sentiment

Score: 5

Explanation: The filing is neutral as it reports an administrative change in beneficial ownership structure by a major investor group, rather than providing operational or financial performance updates for the company.

Positives

• The share distributions were conducted in-kind and for no additional consideration, indicating an orderly transfer of ownership within the existing investor base rather than a market sale.
• The transaction was exempt from the Securities Act of 1933, suggesting a compliant and structured internal process.

Negatives

• The collective beneficial ownership percentage of the Oak HC/FT group in Pagaya Technologies Ltd. has decreased to 6.0%, which could be perceived as a reduction in direct institutional influence, although the shares remain with their partners.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding Pagaya Technologies Ltd.'s future operations or financial performance.

Industry Context

This filing primarily details an internal restructuring of share ownership by a significant institutional investor group and does not provide broader insights into industry trends or competitive landscape for Pagaya Technologies Ltd.

Stakeholder Impact

• Shareholders will observe a change in the beneficial ownership structure of a significant institutional investor, with shares being distributed internally to the investor group's partners.

Key Dates

Keywords

Pagaya Technologies, SEC Filing, Schedule 13D, Beneficial Ownership, Share Distribution, Oak HC/FT, Class A Ordinary Shares, Institutional Ownership