Form 4: Pagaya Technologies CFO Reports Routine RSU Vesting and Tax-Related Share Sale

Pagaya Technologies Ltd.'s Chief Financial Officer, Evangelos Perros, reported the vesting of 22,766 restricted stock units and a subsequent sale of 12,755 Class A Ordinary Shares to cover tax withholding obligations.

Summary

• Evangelos Perros, Chief Financial Officer of Pagaya Technologies Ltd., acquired 22,766 Class A Ordinary Shares on July 1, 2025, through the vesting of Restricted Stock Units (RSUs).
• Following this vesting, Perros's direct beneficial ownership of Class A Ordinary Shares increased to 95,625.
• On July 2, 2025, Perros sold 12,755 Class A Ordinary Shares at a price of $22.57 per share.
• This sale was explicitly conducted to satisfy tax withholding obligations arising from the vesting of a compensatory award.
• After the sale, Perros's direct beneficial ownership of Class A Ordinary Shares stands at 82,870.
• The reported RSU award originally totaled 273,224 units, with a vesting schedule that commenced on August 1, 2024, and extends through January 1, 2027.
• As of the transaction date, Perros directly holds 136,594 derivative securities in the form of Restricted Stock Units.

Sentiment

Score: 6

Explanation: The filing reports a routine insider transaction involving RSU vesting and a tax-related sale. This is a neutral event, slightly positive as it confirms ongoing executive compensation and retention, with no indication of discretionary selling.

Positives

• The vesting of restricted stock units indicates ongoing compensation and retention of a key executive, Evangelos Perros, the Chief Financial Officer.
• The sale of shares was explicitly for satisfying tax withholding obligations, which is a routine and expected event for compensatory equity awards and not a discretionary divestment.

Future Outlook

NA

Industry Context

This filing is a routine insider transaction report for Pagaya Technologies Ltd., a financial technology company. It reflects standard executive compensation practices involving equity awards and subsequent tax-related sales, which are common across various industries, including the fintech sector.

Comparison to Industry Standards

• The vesting of restricted stock units (RSUs) and subsequent sale of shares to cover tax obligations is a standard practice for executive compensation in publicly traded companies, aligning with common industry benchmarks for equity-based incentives.
• The transaction is consistent with Rule 10b5-1 plans, which allow insiders to pre-arrange sales to avoid accusations of trading on material non-public information, a common corporate governance practice.
• The reported sale amount of 12,755 shares at $22.57 is a relatively small percentage of the total shares beneficially owned by the CFO (82,870 shares directly owned after the sale, plus 136,594 RSUs), suggesting it is not a significant divestment of confidence but rather a tax-driven event.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and share ownership, confirming routine equity award vesting and tax-related sales. No significant impact on share price is expected from this routine transaction.
• Employees: Reinforces the company's compensation structure for executives, which may indirectly influence employee perception of equity incentives.

Next Steps

• Future vesting of the remaining 136,594 Restricted Stock Units in equal quarterly installments on October 1, 2025, January 1, 2026, April 1, 2026, July 1, 2026, October 1, 2026, and January 1, 2027.

Key Dates

Keywords

Pagaya Technologies, PGY, Form 4, SEC filing, insider transaction, restricted stock units, RSU vesting, share sale, tax withholding, Evangelos Perros, Chief Financial Officer, executive compensation, beneficial ownership