Form 4: Pagaya Technologies Officer Sells Shares to Cover Tax Obligations Following RSU Vesting

Tami Rosen, Chief Development Officer and Director of Pagaya Technologies Ltd., sold 8,187 Class A Ordinary Shares for $17.9 per share to cover tax withholding obligations after acquiring 15,625 shares from a Restricted Stock Unit vesting.

Summary

• Tami Rosen, Chief Development Officer and Director of Pagaya Technologies Ltd. (PGY), reported changes in her beneficial ownership.
• On June 12, 2025, Ms. Rosen acquired 15,625 Class A Ordinary Shares through the vesting of Restricted Stock Units (RSUs) at a price of $0.
• Immediately following, on June 12, 2025 (with a deemed execution date of June 13, 2025), she sold 8,187 Class A Ordinary Shares at a price of $17.9 per share.
• This sale was explicitly stated to be necessary to satisfy tax withholding obligations arising from the vesting of the compensatory award.
• After these transactions, Ms. Rosen directly owns 45,619 Class A Ordinary Shares.
• She also beneficially owns 109,375 Restricted Stock Units, which are set to vest over two years in eight equal quarterly installments starting June 12, 2025.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there's a sale, it's for tax purposes, which is a routine event for RSU vesting. The vesting itself is positive as it represents compensation and continued alignment of executive interests.

Positives

• The vesting of 15,625 Restricted Stock Units indicates a compensatory award to a key executive, aligning her interests with shareholders.
• The remaining 109,375 Restricted Stock Units demonstrate continued long-term incentive for the Chief Development Officer.

Negatives

• A portion of shares (8,187) was sold, reducing the direct beneficial ownership of a key executive, although this was for tax purposes.

Future Outlook

The remaining 109,375 Restricted Stock Units held by Tami Rosen are scheduled to vest in eight equal quarterly installments over a two-year period, commencing on June 12, 2025, indicating a continued long-term incentive structure for the executive.

Management Comments

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

Industry Context

This Form 4 filing reflects a routine insider transaction common in the technology and financial services sectors, where executive compensation often includes equity awards like Restricted Stock Units. The sale to cover tax obligations upon vesting is a standard practice and does not typically indicate a change in management's outlook on the company's prospects, unlike discretionary sales.

Comparison to Industry Standards

• The practice of executives selling a portion of vested equity awards to cover tax liabilities is a standard and widely accepted practice across all industries, including financial technology. This is not indicative of a lack of confidence in the company, unlike large, discretionary insider sales. Comparable companies often see similar tax-related sales from their executives upon equity vesting.

Stakeholder Impact

• Shareholders: Minor dilution from RSU vesting, but the sale is for tax purposes and not a discretionary sale, so minimal negative signal. Continued executive equity ownership aligns interests.

Next Steps

• Continued quarterly vesting of 109,375 Restricted Stock Units for Tami Rosen over the next two years, starting June 12, 2025.

Key Dates

Keywords

Pagaya Technologies, PGY, SEC Form 4, Insider Trading, Stock Sale, Restricted Stock Units, RSU Vesting, Tami Rosen, Chief Development Officer, Beneficial Ownership