Form 4: Pagaya Director Alison Davis Receives Equity Grant

Pagaya Technologies Ltd. director Alison Davis was granted 11,446 restricted stock units as part of her annual non-employee director compensation.

Summary

• Director Alison Davis of Pagaya Technologies Ltd. received an annual equity grant.
• The grant, effective December 10, 2025, consists of 11,446 restricted stock units (RSUs).
• Each RSU represents a contingent right to receive one Class A Ordinary Share of the Company.
• The RSUs will vest over one year, with 25% vesting on January 1, 2026, April 1, 2026, July 1, 2026, and October 1, 2026.
• This grant is part of the approved non-employee director compensation plan, as described in the Proxy Statement filed on April 30, 2025.
• Following this transaction, Alison Davis indirectly beneficially owns 30,196 Class A Ordinary Shares through Fifth Era LLC.

Sentiment

Score: 7

Explanation: The grant of equity to a director is generally positive as it aligns their interests with shareholders, promoting long-term value creation. It's a routine, expected event, so not highly impactful but still a positive signal of governance and retention.

Positives

• The grant of 11,446 restricted stock units to a director aligns management interests with shareholder value, promoting long-term performance.
• The equity grant is part of a shareholder-approved non-employee director compensation plan, indicating adherence to established corporate governance practices.

Future Outlook

The granted restricted stock units are scheduled to vest quarterly over a one-year period, commencing January 1, 2026, and concluding October 1, 2026, indicating future share issuance upon the satisfaction of vesting conditions.

Industry Context

This is a routine equity grant for a non-employee director, a common practice across publicly traded companies to incentivize and align director interests with long-term company performance and shareholder value creation.

Comparison to Industry Standards

• The grant of restricted stock units to a non-employee director is a standard compensation practice, comparable to similar equity-based incentives offered by technology and financial services companies to attract and retain qualified board members.
• While specific comparable companies or projects are not detailed in this filing, such grants are generally benchmarked against peer group compensation data to ensure competitive and appropriate director remuneration.

Corporate Governance

Related Party Transactions

• The grant of 11,446 restricted stock units to director Alison Davis constitutes a related party transaction, as it is compensation provided to a member of the company's board of directors.

Stakeholder Impact

• Shareholders: Interests are further aligned with the director through equity ownership, potentially leading to more long-term strategic decisions and improved governance.
• Employees: No direct impact on employees is mentioned in this filing.
• Customers: No direct impact on customers is mentioned in this filing.
• Suppliers: No direct impact on suppliers is mentioned in this filing.
• Creditors: No direct impact on creditors is mentioned in this filing.

Next Steps

• 25% of the granted RSUs will vest on January 1, 2026.
• Another 25% of the granted RSUs will vest on April 1, 2026.
• Another 25% of the granted RSUs will vest on July 1, 2026.
• The final 25% of the granted RSUs will vest on October 1, 2026.

Key Dates

Recommendation

This Form 4 filing details a routine annual equity grant to a non-employee director, which is an expected part of corporate governance and compensation. While it positively aligns director interests with shareholders, it does not present new material information that would significantly alter the investment thesis for Pagaya Technologies Ltd. Therefore, a 'hold' recommendation is appropriate as this event is neutral in its immediate impact on the stock's valuation.

Keywords

Pagaya Technologies, PGY, Alison Davis, Restricted Stock Units, RSU, Equity Grant, Director Compensation, SEC Form 4, Insider Transaction