Form 4: Pagaya Director Dan Petrozzo Receives Equity Grant

Pagaya Technologies Ltd. director Dan Petrozzo was granted 11,446 restricted stock units as part of his annual equity compensation.

Summary

• Dan Petrozzo, a Director of Pagaya Technologies Ltd. (PGY), acquired 11,446 Class A Ordinary Shares in the form of restricted stock units (RSUs).
• The transaction date for this acquisition was December 10, 2025.
• The RSUs were granted at a price of $0, as is typical for equity grants.
• Following this transaction, Dan Petrozzo beneficially owns a total of 104,896 Class A Ordinary Shares.
• The 11,446 RSUs will vest over a one-year period, with 25% vesting on each of January 1, 2026, April 1, 2026, July 1, 2026, and October 1, 2026.
• This grant represents the annual equity compensation for non-employee directors, approved by shareholders and described in the company's Proxy Statement filed on April 30, 2025.

Sentiment

Score: 6

Explanation: This filing reports a routine equity grant to a director, which is a standard practice for aligning interests. It is generally positive for corporate governance but does not indicate significant new operational or financial developments.

Positives

• The equity grant aligns the director's financial interests with those of the shareholders, promoting long-term value creation.
• The grant is part of a pre-approved, shareholder-sanctioned compensation plan for non-employee directors, indicating sound corporate governance.

Future Outlook

The restricted stock units granted to Director Dan Petrozzo are scheduled to vest quarterly over a one-year period, commencing on January 1, 2026, and concluding on October 1, 2026.

Management Comments

• The equity grant is part of the annual compensation for non-employee directors, as approved by shareholders and detailed in the company's April 30, 2025 Proxy Statement.

Industry Context

The practice of compensating non-employee directors with equity, such as restricted stock units, is a standard and widely adopted governance practice across the technology and financial services industries. It serves to align the interests of board members with the long-term performance of the company and its shareholders.

Comparison to Industry Standards

• The grant of restricted stock units to non-employee directors is a widely adopted practice across publicly traded companies, including technology firms similar to Pagaya Technologies Ltd., such as Upstart Holdings (UPST) or LendingClub (LC), to align director incentives with long-term shareholder value. While specific grant sizes vary, the structure of equity-based compensation for board members is a common governance standard.

Corporate Governance

Related Party Transactions

• The grant of restricted stock units to Director Dan Petrozzo constitutes a related party transaction, as it involves compensation to a member of the company's board of directors. This transaction is part of the approved non-employee director compensation plan.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's incentives with shareholder interests, potentially fostering decisions that enhance long-term stock value.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• Vesting of 25% of the granted RSUs on January 1, 2026.
• Vesting of 25% of the granted RSUs on April 1, 2026.
• Vesting of 25% of the granted RSUs on July 1, 2026.
• Vesting of 25% of the granted RSUs on October 1, 2026.

Key Dates

Recommendation

This Form 4 reports a routine equity grant to a non-employee director, which is a standard compensation practice designed to align director interests with shareholders. It does not provide new fundamental information to alter an investment thesis, thus a 'hold' recommendation is appropriate based solely on this filing.

Keywords

Pagaya Technologies, PGY, Dan Petrozzo, Form 4, SEC filing, Restricted Stock Units, RSU, Director Compensation, Equity Grant, Insider Transaction