Form 4: Pagaya Officer Sells Shares for Tax Obligations

Pagaya Technologies' Chief Accounting Officer, Cory Vieira, sold 8,442 Class A Ordinary Shares for $23.15 each to cover tax obligations following the vesting of restricted stock units.

Summary

• Cory Vieira, Chief Accounting Officer of Pagaya Technologies Ltd. (PGY), reported transactions on December 2, 2025.
• Vieira acquired 20,834 Class A Ordinary Shares through the vesting of Restricted Stock Units (RSUs) at a price of $0.
• Concurrently, Vieira sold 8,442 Class A Ordinary Shares at a price of $23.15 per share.
• This sale was explicitly stated to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award.
• Following these transactions, Vieira directly beneficially owns 12,392 Class A Ordinary Shares.
• Vieira also beneficially owns 20,833 derivative Restricted Stock Units.
• The total RSU award of 41,664 units vests 50% one year after the commencement date of December 2, 2025, with the remaining vesting over the subsequent 12 months in 4 quarterly installments.

Sentiment

Score: 6

Explanation: The vesting of a significant number of restricted stock units for the Chief Accounting Officer is a positive indicator of executive compensation and retention. The subsequent sale of shares was explicitly for tax withholding, a routine and expected event for equity compensation, rather than a discretionary sale indicating a lack of confidence.

Positives

• The vesting of 20,834 Restricted Stock Units indicates ongoing compensation and retention of a key executive.
• The acquisition of shares at a $0 exercise price reflects the value of the compensatory award to the executive.

Negatives

• The sale of 8,442 Class A Ordinary Shares, even for tax purposes, reduces the direct equity stake of a key executive.

Future Outlook

This filing does not contain specific forward-looking statements or guidance regarding the company's future performance.

Management Comments

• Sale of securities was necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award.

Industry Context

Insider transactions, particularly those related to executive compensation and tax obligations, are common occurrences in publicly traded companies. This specific filing reflects a routine event for an executive receiving equity-based compensation.

Stakeholder Impact

• Shareholders: The sale of shares by a key executive, even for tax purposes, slightly dilutes the executive's direct ownership, but is a common and generally non-material event for the broader shareholder base.

Next Steps

• The remaining 20,832 Restricted Stock Units (50% of the total 41,664) are scheduled to vest one year after December 2, 2025, with the balance vesting over the following 12 months in 4 quarterly installments.

Key Dates

Recommendation

This Form 4 details a routine insider transaction where the Chief Accounting Officer acquired shares through RSU vesting and immediately sold a portion to cover tax obligations. Such a transaction is common for executives receiving equity compensation and does not typically signal a change in the company's fundamental outlook or warrant a change in investment recommendation based solely on this filing.

Keywords

Pagaya Technologies, PGY, Form 4, Insider Transaction, Stock Sale, Restricted Stock Unit, Executive Compensation, Tax Withholding