Form 4: Pagaya CFO Sells Shares for Tax, Acquires RSUs

Pagaya Technologies CFO Evangelos Perros reported the sale of shares to cover tax obligations from a compensatory award vesting, alongside the acquisition of Restricted Stock Units.

Summary

• Evangelos Perros, Chief Financial Officer of Pagaya Technologies Ltd. (PGY), reported transactions involving Class A Ordinary Shares and Restricted Stock Units.
• On December 12, 2025, Perros acquired 20,625 Class A Ordinary Shares at a price of $0, which is attributed to the vesting of a compensatory award.
• Concurrently, Perros sold 11,592 Class A Ordinary Shares at a price of $22.35 per share.
• The sale of shares was explicitly stated as necessary to satisfy tax withholding obligations arising exclusively from the vesting of the compensatory award.
• Following these transactions, Perros directly beneficially owns 87,196 Class A Ordinary Shares.
• Perros also acquired 20,625 Restricted Stock Units (RSUs) at a price of $0, bringing the total direct beneficial ownership of RSUs to 103,125.
• These RSUs are scheduled to vest over a period of two years in eight equal quarterly installments, with the vesting commencing on June 12, 2025.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive due to the vesting of compensatory awards, indicating executive compensation realization. The subsequent share sale for tax purposes is a routine and expected event, not reflecting negatively on company fundamentals.

Positives

• The acquisition of 20,625 Class A Ordinary Shares and 20,625 Restricted Stock Units indicates the vesting of a compensatory award, which is a positive for the executive.
• The vesting schedule for the RSUs provides a clear timeline for future equity accumulation.

Negatives

• A disposition of 11,592 Class A Ordinary Shares occurred, reducing the direct beneficial ownership of ordinary shares.

Future Outlook

The acquired Restricted Stock Units are set to vest over a two-year period, in eight equal quarterly installments, beginning on June 12, 2025, indicating a future schedule for equity compensation realization.

Management Comments

• The sale of securities was necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award.

Industry Context

This filing represents a routine insider transaction related to executive compensation and tax obligations, which is common across publicly traded companies in various industries when compensatory equity awards vest.

Stakeholder Impact

• Shareholders: The transaction is a routine insider compensation event and is unlikely to have a significant direct impact on the company's stock price or long-term value.
• Employees: Reflects standard executive compensation practices, which may be part of broader company compensation structures.

Next Steps

• The Restricted Stock Units will continue to vest in quarterly installments over the next two years, starting June 12, 2025.

Key Dates

Recommendation

The filing details a routine insider transaction where the CFO sold shares to cover tax obligations arising from the vesting of a compensatory award, while also acquiring new Restricted Stock Units. This type of transaction is common and does not indicate any fundamental change in the company's prospects or the executive's confidence, thus warranting a 'hold' recommendation.

Keywords

Pagaya Technologies, PGY, Evangelos Perros, CFO, Insider Transaction, Form 4, Share Sale, Restricted Stock Units, RSU, Compensatory Award, Tax Withholding