Form 4: Pagaya CDO Tami Rosen Exercises RSUs, Sells Shares for Tax

Pagaya Technologies' Chief Development Officer, Tami Rosen, reported the exercise of restricted stock units and a subsequent sale of shares to cover tax obligations.

Summary

• Tami Rosen, Chief Development Officer and Director of Pagaya Technologies Ltd. (PGY), reported transactions on December 12, 2025.
• Exercised 15,625 Restricted Stock Units (RSUs) into Class A Ordinary Shares at a price of $0.
• Sold 8,064 Class A Ordinary Shares at $22.35 per share to satisfy tax withholding obligations.
• Following these transactions, Rosen directly owns 45,105 Class A Ordinary Shares.
• Rosen also beneficially owns 78,125 Restricted Stock Units (RSUs).

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The transaction is routine for executive compensation (RSU vesting and tax sale). The vesting indicates continued commitment and compensation structure, while the sale is for tax purposes, not a discretionary divestment.

Positives

• The exercise of Restricted Stock Units indicates a vesting event, which is often tied to employee retention and performance incentives.

Negatives

• The sale of 8,064 shares, even for tax purposes, reduces the direct ownership stake of the Chief Development Officer.

Future Outlook

The remaining 78,125 Restricted Stock Units held by Tami Rosen are scheduled to vest over a period of two years in eight equal quarterly installments, commencing on June 12, 2025.

Industry Context

This Form 4 filing reflects routine insider transaction activity, common for executives receiving equity compensation. The sale of shares to cover tax obligations upon RSU vesting is a standard practice and does not typically indicate a change in management's outlook on the company's prospects.

Comparison to Industry Standards

• The reported transactions, specifically the exercise of Restricted Stock Units and the subsequent sale of shares for tax withholding, are standard practices for executive compensation in the technology and financial services industries.
• This aligns with typical equity compensation structures seen in companies like Upstart, SoFi, or LendingClub, where executives receive RSUs that vest over time, leading to similar Form 4 filings upon vesting and tax-related sales.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine insider transaction for tax purposes, not a discretionary sale indicating a change in sentiment.
• Employees: Reflects standard executive compensation practices, which can be a positive for morale regarding equity incentives.

Next Steps

• Continued vesting of the remaining 78,125 Restricted Stock Units in eight equal quarterly installments, starting June 12, 2025.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction involving the exercise of Restricted Stock Units and a subsequent sale of shares solely to cover tax obligations. Such transactions are common for executives receiving equity compensation and do not typically reflect a change in the insider's fundamental view of the company's prospects or financial health. Therefore, it provides no new information that would warrant a change in investment recommendation; a 'hold' stance is maintained based on the neutrality of this specific filing.

Keywords

Pagaya Technologies, PGY, Form 4, Insider Transaction, Stock Transaction, Restricted Stock Units, Tami Rosen, Chief Development Officer, Share Sale, Tax Withholding