Form 4: Pagaya CFO Sells Shares for Tax Withholding

Pagaya Technologies Ltd. CFO Evangelos Perros reported a transaction involving the sale of Class A Ordinary Shares to cover tax withholding obligations upon the vesting of a compensatory award.

Summary

• Evangelos Perros, Chief Financial Officer of Pagaya Technologies Ltd., reported a transaction on April 1, 2026.
• The transaction involved the acquisition of 22,766 Class A Ordinary Shares with a stated acquisition price of $0, which were then disposed of.
• A portion of these shares (13,004) were sold at a price of $11.34 per share.
• The sale of 13,004 shares was to satisfy tax withholding obligations arising from the vesting of a compensatory award.
• Following these transactions, Mr. Perros beneficially owns 122,174 Class A Ordinary Shares directly.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as the share disposition is clearly explained as a necessary tax event related to executive compensation and executed under a pre-defined plan.

Positives

• The sale was conducted to satisfy tax withholding obligations, indicating a standard procedure for compensatory awards.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, suggesting a pre-arranged trading strategy designed to comply with insider trading regulations.

Negatives

• A disposal of company shares by a key executive, even if for tax purposes, can sometimes be perceived negatively by the market.
• The sale of 13,004 shares at $11.34 per share represents a reduction in the CFO's direct beneficial ownership.

Risks

• The filing does not explicitly detail future risks, but any sale of stock by an executive can be interpreted as a lack of confidence, though in this case it is attributed to tax obligations.
• The vesting schedule for the remaining restricted stock units (RSUs) extends over several years, implying continued potential for future share disposals to cover taxes as more units vest.

Future Outlook

The filing details a vesting schedule for restricted stock units that extends through January 1, 2027, indicating that further vesting events will occur over the next several years, potentially leading to additional share disposals for tax purposes.

Management Comments

• Sale of securities was necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award.
• 1/6th of the total 273,224 restricted stock units subject to this award vest each on August 1, 2024 and January 1, 2025, and the remaining 2/3rd of the grant shall vest over the following 24 months in equal quarterly installments on April 1, 2025, July 1, 2025, October 1, 2025, January 1, 2026, April 1, 2026, July 1, 2026, October 1, 2026 and January 1, 2027.

Industry Context

StockSavvy.ai notes that Form 4 filings are routine for executives and often reflect planned transactions for tax management or diversification, rather than immediate sentiment on the company's performance. The use of a Rule 10b5-1(c) plan is a common practice to mitigate concerns about insider trading.

Stakeholder Impact

• Shareholders: The transaction is a standard tax-related event for an executive and is unlikely to have a significant direct impact on the share price, especially given the Rule 10b5-1(c) plan.
• Employees: The filing relates to executive compensation and vesting schedules, which are part of the broader employee compensation structure.
• Management: The transaction reflects the CFO's adherence to compensation plan terms and regulatory requirements.

Next Steps

• Continued vesting of restricted stock units through January 1, 2027.
• Potential future share disposals by Mr. Perros to cover tax obligations as additional RSUs vest.

Key Dates

Keywords

Form 4, SEC Filing, Insider Transaction, Pagaya Technologies, PGY, Evangelos Perros, CFO, Class A Ordinary Share, Stock Sale, Tax Withholding, Vesting, Compensatory Award, Rule 10b5-1(c)