Form 4: Pagaya CDO Tami Rosen Reports Share Transactions

Pagaya Technologies' Chief Development Officer, Tami Rosen, reported multiple transactions involving Class A Ordinary Shares, including acquisitions through vesting and option exercise, and sales for tax obligations and under a 10b5-1 plan.

Summary

• Tami Rosen, Chief Development Officer and Director of Pagaya Technologies Ltd. (PGY), reported transactions on September 12 and 15, 2025.
• On September 12, 2025, Rosen acquired 15,625 Class A Ordinary Shares upon the vesting of Restricted Stock Units (RSUs) at an exercise price of $0.
• Following this acquisition, her direct beneficial ownership of Class A Ordinary Shares increased to 51,244.
• On September 15, 2025, Rosen sold 8,037 Class A Ordinary Shares at $40.62 per share to satisfy tax withholding obligations arising from the vesting of a compensatory award.
• Also on September 15, 2025, she acquired 5,833 Class A Ordinary Shares by exercising Incentive Stock Options at an exercise price of $10.68.
• Immediately after the option exercise, she sold 5,833 Class A Ordinary Shares at $42.00 per share, executed under a Rule 10b5-1 plan.
• After all reported transactions, Rosen directly beneficially owns 43,207 Class A Ordinary Shares.
• She also holds 93,750 Restricted Stock Units and 231,630 Incentive Stock Options.

Sentiment

Score: 6

Explanation: The transactions represent routine insider activity, including acquisitions from vesting and option exercise, alongside sales for tax obligations and under a pre-arranged 10b5-1 plan. The executive maintains a substantial equity stake in the company, suggesting ongoing alignment with shareholder interests.

Positives

• Acquisition of 15,625 Class A Ordinary Shares through RSU vesting and 5,833 shares through option exercise indicates continued equity participation by a key executive.
• The exercise of options at $10.68 and subsequent sale at $42.00 suggests a significant gain for the executive on those specific shares, reflecting potential value creation.

Negatives

• Sales of shares, totaling 13,870 Class A Ordinary Shares, reduce the executive's direct ownership, although these sales were for specific purposes (tax and 10b5-1 plan).

Stakeholder Impact

• Shareholders: Provides transparency into executive stock ownership and trading activity. The sales for tax and 10b5-1 are routine and generally not indicative of a negative outlook, but rather standard executive compensation management.

Next Steps

• Continued vesting of Restricted Stock Units in eight equal quarterly installments starting on June 12, 2025.

Key Dates

Recommendation

The filing is a routine Form 4 detailing insider transactions by a Chief Development Officer. The sales are attributed to tax obligations and a pre-arranged 10b5-1 plan, which are common and generally not indicative of a change in management's outlook on the company. The executive continues to hold a substantial number of shares and options, suggesting ongoing alignment with shareholder interests. This filing alone does not provide sufficient new information to alter an existing investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

Pagaya Technologies, PGY, Tami Rosen, Form 4, insider trading, stock transactions, executive compensation, equity, shares, options, RSU, 10b5-1 plan