Form 4: Pagaya CFO Sells Shares Under 10b5-1 Plan

Pagaya Technologies CFO Evangelos Perros sold a total of 23,791 Class A Ordinary Shares in early September 2025 under a pre-arranged trading plan.

Summary

• Evangelos Perros, Chief Financial Officer of Pagaya Technologies Ltd. (PGY), reported two separate sales of Class A Ordinary Shares.
• On September 5, 2025, Mr. Perros sold 9,435 Class A Ordinary Shares at a weighted average price of $38.8376 per share. The sales occurred in multiple transactions ranging from $38.54 to $39.21.
• On September 9, 2025, an additional 14,356 Class A Ordinary Shares were sold at a weighted average price of $37.3365 per share. These sales were executed in multiple transactions ranging from $37.25 to $37.535.
• Both transactions were made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• Following the transaction on September 5, 2025, Mr. Perros beneficially owned 73,435 Class A Ordinary Shares directly.
• Following the transaction on September 9, 2025, Mr. Perros beneficially owned 59,079 Class A Ordinary Shares directly.

Sentiment

Score: 5

Explanation: The sale of shares by a CFO, while reducing their direct holdings, was executed under a Rule 10b5-1 plan, indicating a pre-scheduled transaction for personal financial management rather than a reaction to immediate company performance. This makes the sentiment neutral as it doesn't inherently signal positive or negative company outlook.

Positives

• The sales were conducted under a Rule 10b5-1 plan, indicating a pre-scheduled transaction for personal financial management rather than a reaction to immediate company performance, which enhances transparency and reduces the perception of opportunistic trading.

Negatives

• Insider selling, even if pre-planned, reduces the direct equity stake of a key executive in the company.

Industry Context

This Form 4 filing reports an individual insider transaction and does not provide broader industry context or trends. Insider trading activity is a common occurrence across all industries, with Rule 10b5-1 plans being a standard mechanism for executives to manage their personal holdings in a compliant manner.

Corporate Governance

Stakeholder Impact

• Shareholders: The sale by a key executive could be perceived as a slight negative, but the use of a 10b5-1 plan mitigates concerns about opportunistic selling. The overall impact on shareholder confidence is likely minimal given the pre-planned nature of the transactions.
• Employees: No direct impact on employees is indicated by this filing.

Key Dates

Recommendation

The reported transactions are sales by a Chief Financial Officer under a pre-arranged Rule 10b5-1 trading plan. Such plans are typically established for personal financial management and diversification, not necessarily as a signal of future company performance. Therefore, these transactions alone do not provide a strong basis for a change in investment thesis, warranting a 'hold' recommendation.

Keywords

Pagaya Technologies, PGY, Insider Trading, Form 4, Share Sale, CFO, Evangelos Perros, 10b5-1 Plan