SCHEDULE: Viola Ventures Restructures Pagaya Technologies Stake

Viola Ventures funds have fully divested their direct holdings in Pagaya Technologies Ltd., with key individuals now holding shares directly or through other affiliated entities.

Summary

• Viola Ventures IV (A) L.P., Viola Ventures IV (B) L.P., Viola Ventures IV Principals Fund L.P., Viola Ventures IV CEO Program L.P., and Viola 4 P, Limited Partnership (collectively, 'Reporting Holders') no longer directly hold any Class A ordinary shares of Pagaya Technologies Ltd.
• This change follows transactions completed in August 2025 and September 2025.
• Avi Zeevi, Harel Beit-On, and Shlomo Dovrat (collectively, 'Reporting Individuals') now beneficially own Class A ordinary shares directly or through other Viola entities, specifically Viola Partners 5, L.P. and Viola Partners Fund 4 2013 L.P.
• The Viola Partners Entities collectively hold 206,126 Class A ordinary shares, representing shared beneficial ownership for each Reporting Individual.
• Avi Zeevi beneficially owns an aggregate of 499,227 Class A ordinary shares, representing 0.8% of the class, including 293,101 shares with sole voting/dispositive power and 206,126 shares with shared voting/dispositive power.
• Harel Beit-On beneficially owns an aggregate of 288,507 Class A ordinary shares, representing 0.4% of the class, including 82,381 shares with sole voting/dispositive power and 206,126 shares with shared voting/dispositive power.
• Shlomo Dovrat beneficially owns an aggregate of 282,445 Class A ordinary shares, representing 0.4% of the class, including 76,319 shares with sole voting/dispositive power and 206,126 shares with shared voting/dispositive power.
• The percentages are based on 65,319,849 Class A ordinary shares outstanding as of July 31, 2025.
• The actual voting power percentage for each Reporting Person is lower than their Class A share percentage due to the existence of 11,288,577 Class B ordinary shares (10 votes per share) and 5,000,000 Series A preferred shares (convertible to Class A on a one-for-one basis, 1 vote per share).

Sentiment

Score: 5

Explanation: The filing details a restructuring of beneficial ownership where specific venture funds have divested their direct holdings, but key individuals associated with those funds have maintained or increased their direct and shared beneficial ownership. This is a procedural update rather than a signal of significant positive or negative company performance or strategic shift.

Positives

• Key individuals associated with Viola Ventures maintain significant beneficial ownership in Pagaya Technologies Ltd., indicating continued alignment of interests.

Negatives

• Specific Viola Ventures funds (Reporting Holders) have fully divested their direct holdings in Pagaya Technologies Ltd.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's operations or financial performance. It is solely an ownership disclosure.

Industry Context

This filing primarily concerns a change in beneficial ownership structure by a venture capital group and its associated individuals. It does not provide information to analyze broader industry trends or competitive positioning for Pagaya Technologies Ltd. The restructuring of holdings by venture capital funds is a common event in the lifecycle of portfolio companies, often occurring as funds mature or as individual partners take direct stakes.

Related Party Transactions

• Shares were transferred from Viola Ventures IV (A) L.P., Viola Ventures IV (B) L.P., Viola Ventures IV Principals Fund L.P., Viola Ventures IV CEO Program L.P., and Viola 4 P, Limited Partnership to other affiliated entities, Viola Partners 5, L.P. and Viola Partners Fund 4 2013 L.P., and directly to individuals Avi Zeevi, Harel Beit-On, and Shlomo Dovrat.

Stakeholder Impact

• Shareholders: The restructuring of ownership by a significant early investor group could lead to questions about long-term commitment, though the continued individual holdings mitigate this. The change in voting power distribution due to different share classes is also highlighted.
• Management: The key individuals involved (Avi Zeevi, Harel Beit-On, Shlomo Dovrat) are likely associated with the company or the investment group, so their continued beneficial ownership suggests ongoing engagement.

Key Dates

Recommendation

This Schedule 13G filing primarily details a restructuring of beneficial ownership by the Viola Ventures group, where specific funds have divested their direct holdings, but key individuals associated with these funds have maintained or increased their direct and shared beneficial ownership in Pagaya Technologies Ltd. This is largely a procedural update reflecting the lifecycle of venture fund investments and internal reallocations rather than a signal of a fundamental change in the company's prospects or a complete exit by the investment group. Without additional information on company performance or strategic shifts, the filing itself does not provide a strong basis for a 'buy' or 'sell' recommendation. Therefore, a 'hold' recommendation is appropriate, suggesting investors maintain their current position while awaiting further operational or financial updates from Pagaya.

Keywords

Pagaya Technologies, SEC Filing, Schedule 13G, Beneficial Ownership, Viola Ventures, Avi Zeevi, Harel Beit-On, Shlomo Dovrat, Class A Ordinary Shares, Shareholder Update, Investment Funds