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

Pagaya Technologies Director Dan Petrozzo sold 2,828 Class A Ordinary Shares for a weighted average price of $41.4315 per share on September 15, 2025, as part of a pre-arranged 10b5-1 plan.

Summary

• Dan Petrozzo, a Director of Pagaya Technologies Ltd. (PGY), reported the sale of Class A Ordinary Shares.
• The transaction involved the disposition of 2,828 shares.
• The shares were sold at a weighted average price of $41.4315 per share.
• The sales occurred in multiple transactions with prices ranging from $39.57 to $41.97.
• The transaction was executed on September 15, 2025.
• Following this transaction, Dan Petrozzo beneficially owns 93,450 Class A Ordinary Shares directly.
• The sale was made pursuant to a Rule 10b5-1 trading plan.

Sentiment

Score: 5

Explanation: The sale was executed under a pre-arranged 10b5-1 plan, indicating a planned liquidity event rather than a reactive decision based on new, non-public information, which mitigates immediate negative sentiment. However, any insider selling can be viewed with some caution.

Positives

• The sale was conducted under a Rule 10b5-1 plan, indicating a pre-scheduled transaction rather than a reactive decision based on new, non-public information.

Negatives

• A director selling shares, even under a 10b5-1 plan, can sometimes be perceived by the market as a lack of confidence or a move to reduce exposure.
• The sale reduces the director's direct beneficial ownership in the company.

Risks

• Potential negative market perception due to insider selling, which could put downward pressure on the stock price.

Future Outlook

Not applicable, as this Form 4 filing reports a past insider transaction and does not contain forward-looking statements or guidance.

Management Comments

• The sale was effected pursuant to a 10b5-1 plan, as noted on the form specific filing information.
• The reporting person undertakes to provide full information regarding the number of shares sold at each separate price within the range set forth above upon request.

Industry Context

This filing reports an individual insider transaction and does not provide broader industry context or trends.

Corporate Governance

Stakeholder Impact

• Shareholders: May interpret the director's sale as a signal, though the 10b5-1 plan suggests it's a pre-planned liquidity event rather than a reaction to new company-specific news.

Key Dates

Recommendation

The sale by a director was conducted under a pre-arranged 10b5-1 plan, which suggests a planned liquidity event rather than a reaction to new negative information. While insider selling can sometimes be a bearish signal, the pre-planned nature makes it less indicative of immediate concerns about the company's fundamentals. Investors should monitor future insider activity and company performance and consider this in the broader context of Pagaya's financial health and strategic direction.

Keywords

Pagaya Technologies, PGY, Dan Petrozzo, Insider Trading, Form 4, 10b5-1 Plan, Director Share Sale, Equity Transaction, SEC Filing