PGYWW / Pagaya Technologies Ltd. - Equity Warrant - SEC-arkivering, Årsberetning, Fuldmagtserklæring

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-4

Q1  Letter to Shareholders May 7, 2026 2 Q1 Financial Highlights Gal Krubiner | Co-founder and CEO Our results this quarter demonstrate our resilient business model. Once again, Pagaya shows that profitability and disciplined risk management are not

lettertoshareholders1q20 Q1  Letter to Shareholders May 7, 2026 2 Q1 Financial Highlights Gal Krubiner | Co-founder and CEO Our results this quarter demonstrate our resilient business model.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2026 Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2026 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of incorpo

Pagaya Appoints Chief Strategy Officer Jonathan Dobres as CFO, Succeeding Evangelos Perros NEW YORK May 7, 2026-- Pagaya Technologies LTD. (NASDAQ: PGY) ("Pagaya" or the “Company”), a global technology company delivering AI-driven product solutions f

prforwireretransitiondoc Pagaya Appoints Chief Strategy Officer Jonathan Dobres as CFO, Succeeding Evangelos Perros NEW YORK May 7, 2026- Pagaya Technologies LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41430 Pagaya Technologies

1 Pagaya Reports First Quarter 2026 Results & Raising Full-Year Net Income Guidance Reported solid performance across key metrics • $25 million GAAP net income; up $17 million YoY • $94 million Adjusted EBITDA; up 18% YoY • $318 million Total revenue

earningspressreleasefina 1 Pagaya Reports First Quarter 2026 Results & Raising Full-Year Net Income Guidance Reported solid performance across key metrics • $25 million GAAP net income; up $17 million YoY • $94 million Adjusted EBITDA; up 18% YoY • $318 million Total revenue and other income; up 10% YoY • $2.

PAGAYA TECHNOLOGIES LTD. 2022 SHARE INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT According to the Capital Gains Tax Route of Section 102

Exhibit 10.15 PAGAYA TECHNOLOGIES LTD. 2022 SHARE INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT According to the Capital Gains Tax Route of Section 102 This Restricted Stock Unit Award Agreement (this “RSU Award Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between Pagaya Technologies Ltd., an Israeli corporation (the “Company”), and [ ] (the “Participant”). Any capital

PAGAYA TECHNOLOGIES LTD. 2022 SHARE INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.14 PAGAYA TECHNOLOGIES LTD. 2022 SHARE INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “RSU Award Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between Pagaya Technologies Ltd., an Israeli corporation (the “Company”), and [ ] (the “Participant”). Any capitalized terms used but not defined herein shall have the me

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-4

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.9 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General This section summarizes the material terms of the share capital of Pagaya Technologies Ltd. (“Pagaya,” the “Company,” “we,” “us” and “our”) and is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference

SUBSIDIARIES OF PAGAYA TECHNOLOGIES LTD.

Exhibit 21.1 SUBSIDIARIES OF PAGAYA TECHNOLOGIES LTD. Name of Subsidiary Jurisdiction of Organization Pagaya US Holding Company LLC Delaware Pagaya Investments SARL Luxembourg Pagaya Investment Israel Ltd. Israel Rigel Merger Sub Inc. Cayman Islands Pagaya SP-1 Ltd. Israel Pagaya Investments US LLC Delaware Pagaya Technologies US LLC Delaware PREF 2019 LLC Delaware Asset Acquisition Capital LLC De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41430 Pagaya Technolo

PAGAYA TECHNOLOGIES LTD. INSIDER TRADING POLICY September 2025

PAGAYA TECHNOLOGIES LTD. INSIDER TRADING POLICY September 2025 In the course of conducting the business of Pagaya Technologies Ltd. (together with its subsidiaries, the “Company”), you may come into possession of material information about the Company or other entities that is not available to the investing public (referenced herein as “material nonpublic information,” or “MNPI,” as explained in g

1 Q4  Letter to Shareholders DATE ISSUED February 9, 2026 2 Q4 Financial Highlights Gal Krubiner | Co-founder and CEO Our fourth quarter and full-year results demonstrate, again, the benefits of years of work to position our company for long-term dur

pagayaq42025shareholderl 1 Q4  Letter to Shareholders DATE ISSUED February 9, 2026 2 Q4 Financial Highlights Gal Krubiner | Co-founder and CEO Our fourth quarter and full-year results demonstrate, again, the benefits of years of work to position our company for long-term durable growth with a focus on increasing profitability, benefitting from our prior investments across the entire enterprise.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 9, 2026 Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 9, 2026 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of in

Pagaya Reports Fourth Quarter and Full Year Ended 2025 Results ● Reported solid performance across all key metrics: ○ $34 million GAAP Net income; up $272 million YoY ○ $98 million Adjusted EBITDA; up 53% YoY ○ $335 million Total revenue and other in

pagayaq42025pressrelease Pagaya Reports Fourth Quarter and Full Year Ended 2025 Results ● Reported solid performance across all key metrics: ○ $34 million GAAP Net income; up $272 million YoY ○ $98 million Adjusted EBITDA; up 53% YoY ○ $335 million Total revenue and other income; up 20% YoY ○ $2.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 13, 2026 Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 13, 2026 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of in

Security Type

Calculation of Filing Fee Tables S-3 Pagaya Technologies Ltd. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41430 Pagaya Technolo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 5, 2025 Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 5, 2025 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of in

As filed with the Securities and Exchange Commission on December 5, 2025.

As filed with the Securities and Exchange Commission on December 5, 2025. Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pagaya Technologies Ltd. (Exact name of Registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of incorporation or organization)

1 Q3 Le!er to Shareholders DATE ISSUED November 10, 2025 2 Q3 Financial Highlights Gal Krubiner | Co-founder and CEO Our results demonstrate another quarter of prudent underwriting and consistent execution across our network as we raise full- year gu

pagayaq32025shareholderl 1 Q3 Le!er to Shareholders DATE ISSUED November 10, 2025 2 Q3 Financial Highlights Gal Krubiner | Co-founder and CEO Our results demonstrate another quarter of prudent underwriting and consistent execution across our network as we raise full- year guidance for the third consecutive quarter.

AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amendment No. 1 to Amended and Restated Executive Employment Agreement (“Amendment”) is entered into as of November 6, 2025 by and between Pagaya Technologies US LLC, a Delaware limited liability company (the “Company” and subsidiary of Pagaya Technologies Ltd., a company organized under the laws of the state of Israel (th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 10, 2025 Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 10, 2025 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of i

Pagaya Reports Third Quarter and Nine Months Ended 2025 Results ● Raises full-year guidance for Total Revenue, Adjusted EBITDA, and GAAP Net Income ● Record performance across all key metrics: ○ $23 million GAAP Net income; up $90 million YoY ○ $107

pagayaq32025pressrelease Pagaya Reports Third Quarter and Nine Months Ended 2025 Results ● Raises full-year guidance for Total Revenue, Adjusted EBITDA, and GAAP Net Income ● Record performance across all key metrics: ○ $23 million GAAP Net income; up $90 million YoY ○ $107 million Adjusted EBITDA; up 91% YoY ○ $350 million Total revenue and other income; up 36% YoY ○ $2.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41430 Pagaya Technolog

November 10, 2025 Board of Directors Pagaya Technologies Ltd. 335 Madison Ave, 16th Floor New York, New York 10017 Ladies and Gentlemen: Note 2 of Notes to the condensed consolidated financial statements of Pagaya Technologies Ltd., included in its F

exhibit181preferabilityl November 10, 2025 Board of Directors Pagaya Technologies Ltd.

dated as of October 1, 2025, PAGAYA TECHNOLOGIES LTD.

Execution Version CREDIT AGREEMENT dated as of October 1, 2025, among PAGAYA TECHNOLOGIES LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 1, 2025 Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 1, 2025 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of inc

Pagaya Expands Revolving Credit Facility to $132 Million with Top-Tier Banks at Substantially Lower Cost ● Larger facility with 400bps reduction in interest rate ● Supported by new bank partners Citizens, TD Bank, Wells Fargo and Texas Capital Bank,

pagayaexpandsrevolvingcr Pagaya Expands Revolving Credit Facility to $132 Million with Top-Tier Banks at Substantially Lower Cost ● Larger facility with 400bps reduction in interest rate ● Supported by new bank partners Citizens, TD Bank, Wells Fargo and Texas Capital Bank, as well as expanded commitments from existing lenders, including Bank of Montreal, Valley Bank, CIBC and Israel Discount Bank ● Further strengthens Pagaya’s balance sheet, supports continued growth, and better positions the Company to operate through all market cycles NEW YORK – October 2, 2025 – Pagaya Technologies LTD.

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144 0001970282 XXXXXXXX LIVE 0001883085 Pagaya Technologies Ltd. 001-41430 335 Madison Avenue, 16th Floor New York NY 10017 6467107714 TAMI ROSEN Director Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 15026 446121.94 65319849 10/01/2025 NASDAQ Common 06/12/2025 Restricted Stock Units Issuer N 15026 06/12/2025 N/A N 10b5-1 Sales for

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144 0001997365 XXXXXXXX LIVE 0001883085 PAGAYA TECHNOLOGIES LTD. 001-41430 335 Madison Ave, 16th Floor New York NY 10017 (646) 710-7714 VIOLA VENTURES 4 L.P Director Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 201314 7076560.67 65319849 09/24/2025 NASDAQ Common 09/23/2025 Distribution from a Partnership Partnership N 201314 09/23

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144 0001997317 XXXXXXXX LIVE 0001883085 PAGAYA TECHNOLOGIES LTD. 001-41430 335 Madison Ave, 16th Floor New York NY 10017 (646) 710-7714 VIOLA VENTURES IV CEO PROGRAM, L.P Director Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 5225 196802.76 65319849 09/23/2025 NASDAQ Common 12/15/2016 Private Acquisition from Issuer/Affiliate Issue

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144 0001997281 XXXXXXXX LIVE 0001883085 PAGAYA TECHNOLOGIES LTD. 001-41430 335 Madison Ave, 16th Floor New York NY 10017 (646) 710-7714 VIOLA VENTURES IV (A), L.P. Director Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 1910 71941.30 65319849 09/23/2025 NASDAQ Common 12/15/2016 Private Acquisition from Issuer/Affiliate Issuer N 1910

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144 0001997326 XXXXXXXX LIVE 0001883085 PAGAYA TECHNOLOGIES LTD. 001-41430 335 Madison Ave, 16th Floor New York NY 10017 (646) 710-7714 VIOLA 4 P, LIMITED PARTNERSHIP Director Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 23788 895989.29 65319849 09/23/2025 NASDAQ Common 05/22/2020 Private Acquisition from Issuer/Affiliate Issuer N

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144 0001997319 XXXXXXXX LIVE 0001883085 PAGAYA TECHNOLOGIES LTD. 001-41430 335 Madison Ave, 16th Floor New York NY 10017 (646) 710-7714 VIOLA VENTURES IV PRINCIPALS FUND LP Director Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 14924 562121.41 65319849 09/23/2025 NASDAQ Common 12/15/2016 Private Acquisition from Issuer/Affiliate Is

144

144 0001997368 XXXXXXXX LIVE 0001883085 PAGAYA TECHNOLOGIES LTD. 001-41430 335 Madison Ave, 16th Floor New York NY 10017 (646) 710-7714 VIOLA VENTURES IV (B), L.P. Director Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 96275 3626255.64 65319849 09/23/2025 NASDAQ Common 12/15/2016 Private Acquisition from Issuer/Affiliate Issuer N 9

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144 0001459348 XXXXXXXX LIVE 0001883085 Pagaya Technologies Ltd. 001-41430 335 MADISON AVENUE 16TH FLOOR NEW YORK NY 10017 646-710-7714 Andrew Adams 10% Beneficial Owner Common Stock Merrill Lynch Pierce Fenner and Smith One Bryant Park New York NY 10036 108005 4731699.05 65319849 09/19/2025 NASDAQ Common Stock 09/18/2025 Distribution in Kind Oak HC/FT Associates II, LLC (1) N 80031 09/18/2025 Dis

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144 0001970282 XXXXXXXX LIVE 0001883085 Pagaya Technologies Ltd. 001-41430 335 Madison Avenue, 16th Floor New York NY 10017 6467107714 TAMI ROSEN Director Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 5833 231336.78 65319849 09/15/2025 NASDAQ Common 09/15/2025 Exercise of Stock Options Issuer N 5833 09/15/2025 Cash N 10b5-1

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144 0002018687 XXXXXXXX LIVE 0001883085 PAGAYA TECHNOLOGIES LTD. 001-41430 335 Madison Ave, 16th Floor New York NY 10017 (646) 710-7714 EVANGELOS PERROS Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 14356 536001.36 76608426 09/09/2025 NASDAQ Common 08/01/2024 Restricted Stock Issuer N 14356 08/01/2024 Not Applicable N EVANG

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144 0002018687 XXXXXXXX LIVE 0001883085 PAGAYA TECHNOLOGIES LTD. 001-41430 335 Madison Ave, 16th Floor New York NY 10017 (646) 710-7714 EVANGELOS PERROS Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 9435 366432.76 76608426 09/05/2025 NASDAQ Common 08/01/2024 Restricted Stock Issuer N 7019 08/01/2024 Not Applicable Common 07

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144 0001654849 XXXXXXXX LIVE 0001883085 PAGAYA TECHNOLOGIES LTD. 001-41430 335 Madison Ave, 16th Floor New York NY 10017 (646) 710-7714 SANJIV DAS Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 12123 448551.00 76608426 08/28/2025 NASDAQ Common 07/16/2024 Restricted Stock Issuer N 12123 07/16/2024 Not Applicable N SANJIV DAS

Pagaya Reports Second Quarter and First Half 2025 Results ● Second consecutive quarter of positive GAAP net income; raises full-year guidance ● Record performance across key metrics: ○ Net income attributable to Pagaya shareholders of $17 million; up

a2q25pressrelease Pagaya Reports Second Quarter and First Half 2025 Results ● Second consecutive quarter of positive GAAP net income; raises full-year guidance ● Record performance across key metrics: ○ Net income attributable to Pagaya shareholders of $17 million; up $91 million YoY ○ Adjusted EBITDA of $86 million; up 72% YoY ○ Total revenue and other income of $326 million; up 30% YoY ○ Network volume of $2.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41430 Pagaya Technologies L

1 Q2 Le!er to Shareholders DATE ISSUED August, 7 2025 2 Q2 Financial Highlights Gal Krubiner | Co-founder and CEO Our results reflect continued disciplined execution across our network of lending and funding partners. Through the combination of our i

a2q25shareholderletter 1 Q2 Le!er to Shareholders DATE ISSUED August, 7 2025 2 Q2 Financial Highlights Gal Krubiner | Co-founder and CEO Our results reflect continued disciplined execution across our network of lending and funding partners.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 7, 2025 Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 7, 2025 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of inco

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2025 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of incor

Amendment No. 3 to the Credit Agreement, dated as of July 28, 2025, among the Company as a borrower, Pagaya US as a borrower, the Lenders and Acquiom, as administrative agent

Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT This Third Amendment to Credit Agreement (this “Amendment”) dated as of July 28, 2025 by and among PAGAYA TECHNOLOGIES LTD, a company organized under the laws of Israel (the “Pagaya Israel”), PAGAYA US HOLDING COMPANY LLC, a Delaware limited liability company (“Pagaya US” and together with Pagaya Israel, individually and collectively, jointly and severally, as the context may require, the “Borrower”), the Revolving Lenders party hereto constituting the Required Lenders, and ACQUIOM AGENCY SERVICES LLC, as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities, the “Administrative Agent”).

Indenture, dated as of July 28, 2025, by and among the Pagaya US, the Guarantors and the Trustee

Execution Version INDENTURE Dated as of July 28, 2025 PAGAYA US HOLDING COMPANY LLC, as the Company PAGAYA TECHNOLOGIES, LTD.

Pagaya Closes Upsized $500 Million 8.875% Senior Unsecured Notes Offering, Signaling Strong Investor Confidence ● 5x oversubscribed transaction reflects robust investor interest in Pagaya as one of the first fintechs to access the senior notes market

Pagaya Closes Upsized $500 Million 8.875% Senior Unsecured Notes Offering, Signaling Strong Investor Confidence ● 5x oversubscribed transaction reflects robust investor interest in Pagaya as one of the first fintechs to access the senior notes market ● Refinancing transaction materially lowers cost of capital, enhances capital efficiency, while maintaining generally flat net leverage NEW YORK – Ju

Pagaya Announces Pricing of Upsized $500 Million 8.875% Senior Unsecured Notes Offering Substantially all of the proceeds to be used to repay existing debt facilities NEW YORKBUSINESS WIREJuly 23, 2025 Pagaya Technologies LTD. NASDAQ PGY (

Pagaya Announces Pricing of Upsized $500 Million 8.875% Senior Unsecured Notes Offering Substantially all of the proceeds to be used to repay existing debt facilities NEW YORKBUSINESS WIREJuly 23, 2025 Pagaya Technologies LTD. NASDAQ PGY (“Pagayaˮ or the “Companyˮ), a global technology company delivering AI-driven product solutions for the financial ecosystem, today announced that its w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 23, 2025 Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 23, 2025 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 22, 2025 Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 22, 2025 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of incor

Pagaya Announces Proposed Unsecured Senior Notes Offering NEW YORKBUSINESS WIREJuly 22, 2025 Pagaya Technologies LTD. NASDAQ PGY (“Pagayaˮ or the “Companyˮ), a global technology company delivering AI-driven product solutions for the financ

Pagaya Announces Proposed Unsecured Senior Notes Offering NEW YORKBUSINESS WIREJuly 22, 2025 Pagaya Technologies LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 17, 2025 Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 17, 2025 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of incor

Pagaya Announces Preliminary Second Quarter Results ● GAAP Net Income expected to significantly exceed prior guidance range ● Network Volume and Total Revenue are expected to exceed the top end of prior second quarter guidance range; Adjusted EBITDA

pagayaannouncesprelimina Pagaya Announces Preliminary Second Quarter Results ● GAAP Net Income expected to significantly exceed prior guidance range ● Network Volume and Total Revenue are expected to exceed the top end of prior second quarter guidance range; Adjusted EBITDA expected to be at the upper end of the prior second quarter guidance range NEW YORK – July 17, 2025 – Pagaya Technologies Ltd.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 9, 2025 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41430 Pagaya Technologies

. 1 to Executive Employment Agreement between Tami Rosen and Pagaya Technologies US

AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amendment No. 1 to Amended and Restated Executive Employment Agreement, dated April 22, 2025 (the "Amendment"), between Pagaya Technologies US LLC, a Delaware limited liability company, located at 335 Madison Avenue, 16th Floor, New York, New York 10017 ("Company"), and Tami Rosen, an individual residing in the State of Ca

1 Q 1 Letter to Shareholders DATE ISSUED May 7, 2025 2 Q1 Financial Highlights Gal Krubiner | Co-founder and CEO Pagaya has entered a new era in 2025—an era of profitability. Our focus is clear: growing profit and creating long-term value for our sha

1 Q 1 Letter to Shareholders DATE ISSUED May 7, 2025 2 Q1 Financial Highlights Gal Krubiner | Co-founder and CEO Pagaya has entered a new era in 2025—an era of profitability.

Pagaya Reports First Quarter 2025 Results, GAAP Profitable Earlier than Expected ● Reported strong performance across key metrics: ○ Net income attributable to Pagaya shareholders of $8 million; up $29 million YoY ○ Record Adjusted EBITDA of $80 mill

Pagaya Reports First Quarter 2025 Results, GAAP Profitable Earlier than Expected ● Reported strong performance across key metrics: ○ Net income attributable to Pagaya shareholders of $8 million; up $29 million YoY ○ Record Adjusted EBITDA of $80 million; up 100% YoY ○ Record total revenue and other income of $290 million; up 18% YoY ● Company raises full-year guidance for Total Revenue, GAAP Net Income and Adjusted EBITDA New York, NY and Tel Aviv, Israel – May 7, 2025 – Pagaya Technologies Ltd.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2025 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De

LETTER

April 2, 2025 Evangelos Perros Chief Financial Officer Pagaya Technologies Ltd. 90 Park Ave, 20th Floor New York, NY 10016 Re: Pagaya Technologies Ltd. Form 20-F for the Fiscal Year ended December 31, 2023 Filed March 8, 2024 File No. 001-41430 Dear Evangelos Perros: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and

As filed with the Securities and Exchange Commission on March 12, 2025

As filed with the Securities and Exchange Commission on March 12, 2025 Registration No.

Employment Agreement between

1 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (this “Employment Agreement”) is made and entered into as of March 12 , 2025 (the “Effective Date”), by and between Pagaya Technologies Ltd.

Filing Fee Table (filed herewith).

Exhibit 107 FILING FEE TABLES FOR FORM S-8 Calculation of Filing Fee Tables Form S-8 (Form Type) PAGAYA TECHNOLOGIES LTD.

List of Subsidiaries of Pagaya Technologies Ltd.

Exhibit 21.1 SUBSIDIARIES OF PAGAYA TECHNOLOGIES LTD. Name of Subsidiary Jurisdiction of Organization Pagaya US Holding Company LLC Delaware Pagaya Investments SARL Luxembourg Pagaya Investment Israel Ltd. Israel Rigel Merger Sub Inc. Cayman Islands Pagaya SP-1 Ltd. Israel Pagaya Investments US LLC Delaware Pagaya Technologies US LLC Delaware PREF 2019 LLC Delaware Asset Acquisition Capital LLC De

Description of Securities

Exhibit 4.9 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General This section summarizes the material terms of the share capital of Pagaya Technologies Ltd. (“Pagaya,” the “Company,” “we,” “us” and “our”) and is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference

Employment Agreement between Sanjiv Das and Pagaya Technologies US LLC.

1 AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of March 12, 2025 (the “Effective Date”), by and between Pagaya Technologies US LLC, a Delaware limited liability company (the “Company”) and a subsidiary of Pagaya Technologies Ltd.

and Pagaya Technologies US LLC.

1 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into on March 12, 2025, and is effective as of February 20, 2024 (the “Effective Date”), by and between Pagaya Technologies US LLC, a Delaware limited liability company (the “Company”) and a subsidiary of Pagaya Technologies Ltd.

Incentive Compensation Recoupment Policy, approved by the Board on November 29, 2023

Pagaya Technologies Ltd. Incentive Compensation Recoupment Policy 1.Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Pagaya Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), has determined that it is in the best interests of the Company and its shareholders to adopt this Incentive Compensat

agaya Technologies Ltd. Insider Trading Policy

Pagaya Technologies Ltd. INSIDER TRADING POLICY March 2025 In the course of conducting the business of Pagaya Technologies Ltd. (together with its subsidiaries, the “Company”), you may come into possession of material information about the Company or other entities that is not available to the investing public (referenced herein as “material nonpublic information,” or “MNPI,” as explained in great

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41430 Pagaya Technolo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 3, 2025 Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 3, 2025 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of incor

1 Q1 2024 Q3 2024 Q4 2024 Q2 2024 Q 4 Letter to Shareholders PAGAYA TECHNOLOGIES LTD. DATE ISSUED February 13, 2025 2 Q4 Financial Highlights Gal Krubiner | Co-founder and CEO We delivered another quarter of strong operating and financial results, wi

pagaya4q24shareholderlet 1 Q1 2024 Q3 2024 Q4 2024 Q2 2024 Q 4 Letter to Shareholders PAGAYA TECHNOLOGIES LTD.

Pagaya Reports Fourth Quarter and Full Year 2024 Results ● Reported results exceed all previously guided operational metrics ● Company initiates guidance on GAAP profitability for the full year 2025; expects to be GAAP Net Income profitable in 2nd qu

pagaya4q24pressreleasefi Pagaya Reports Fourth Quarter and Full Year 2024 Results ● Reported results exceed all previously guided operational metrics ● Company initiates guidance on GAAP profitability for the full year 2025; expects to be GAAP Net Income profitable in 2nd quarter of 2025 ● Fair market value of investment portfolio marked down by $156 million, with $229 million of credit-related impairments and a positive reclassification of $79 million in Other Comprehensive Income, net of non-controlling interests ● Company does not expect investments from 2021-2023 vintages to have a material impact on its performance going forward New York, NY and Tel Aviv, Israel – February 13, 2025 – Pagaya Technologies Ltd.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 13, 2025 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of i

EX-99

EX-99 3 ITEM7.txt EXHIBIT 99: ITEM 7 BlackRock Advisors, LLC Aperio Group, LLC BlackRock Asset Management Canada Limited BlackRock (Luxembourg) S.A. BlackRock Fund Advisors BlackRock Asset Management Ireland Limited BlackRock Institutional Trust Company, National Association BlackRock Financial Management, Inc. BlackRock Fund Managers Ltd BlackRock Investment Management, LLC *Entity beneficially o

EX-24

EX-24 2 PowerOfAttorney.txt EXHIBIT 24: POWER OF ATTORNEY POWER OF ATTORNEY The undersigned, BlackRock, Inc., a corporation duly organized under the laws of the State of Delaware, United States (the "Company"), does hereby make, constitute and appoint each of Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, Jam

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 19, 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of i

The following are each of the executive officers and directors of GIC and their respective address, occupation and citizenship:

EX-3 2 ef20040197ex3.htm EXHIBIT 3 Exhibit 3 The following are each of the executive officers and directors of GIC and their respective address, occupation and citizenship: Name Address Principal Occupation Citizenship Lee Hsien Loong Senior Minister's Office Istana Annex Singapore 238823 Senior Minister Singapore Citizen Lawrence Wong Prime Minister's Office Istana Annex Singapore 238823 Prime Mi

Pagaya Announces Appointment of Two Fintech Veterans as Independent Directors to its Board Joining the Board of Directors: ● Asheet Mehta, Former Senior Partner at McKinsey & Company and Former Co-Lead of the Firm's Global Financial Services Practice

Pagaya Announces Appointment of Two Fintech Veterans as Independent Directors to its Board Joining the Board of Directors: ● Asheet Mehta, Former Senior Partner at McKinsey & Company and Former Co-Lead of the Firm's Global Financial Services Practice ● Alison Davis, Former CFO of Barclays Global Investors with experience as a member of 25 boards, including Fiserv, First Data Corp, City National Bank, Janus Henderson and Kraken December 23, 2024 – New York, NY – Pagaya Technologies Ltd.

11, 2024 (incorporated by reference to Exhibit 3.1 of Pagaya Technologies Ltd. Current Report on Form 8-K filed with the SEC on December 12, 2024)

THE COMPANIES LAW, 5759-1999 A LIMITED LIABILITY COMPANY THIRD AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF PAGAYA TECHNOLOGIES LTD.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 11, 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of i

Pagaya Technologies Ltd. 90 Park Ave, 20th Floor New York, NY 10016

Pagaya Technologies Ltd. 90 Park Ave, 20th Floor New York, NY 10016 December 4, 2024 Re: PAGAYA TECHNOLOGIES LTD. Acceleration Request for Registration Statement on Form F-3 Registration File No. 333-283393 Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Aisha Adegbuyi Dear Ms. Aisha Adegbuyi, In accordance w

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 2, 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of in

LETTER

November 27, 2024 Gal Krubiner Chief Executive Officer Pagaya Technologies Ltd. 90 Park Ave, 20th Floor New York, NY 10016 Re: Pagaya Technologies Ltd. Registration Statement on Form F-3 Filed November 21, 2024 File No. 333-283393 Dear Gal Krubiner: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests

As filed with the Securities and Exchange Commission on November 21, 2024

As filed with the Securities and Exchange Commission on November 21, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Pagaya Technologies Ltd.

Registration Rights Agreement, dated as of October 22, 2024, by and among Pagaya Technologies Ltd. and the stockholders party thereto.

Exhibit 4.2 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT CONTAINS PERSONALLY DENTIFIABLE INFORMATION, OMITTED PURSUANT TO ITEM 601(A)(6) UNDER REGULATION S-K. Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 22, 2024, is entered into by and among Pagaya Technologies Ltd, a comp

IL0011859092 / PAGAYA TECHNOLOGIES LTD WARRANTS EXPIRE 06/22/2027 0.00000000 / Levinson Sam - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 3)* Under the Securities Exchange Act of 1934 Pagaya Technologies Ltd. (Name of Issuer) Class A Ordinary Shares, no par value (Titles of Class of Securities) M7S64L 115 (CUSIP Number) November 11, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

Pagaya Reports Third Quarter and Nine Months Ended 2024 Results New York, NY and Tel Aviv, Israel – November 12, 2024 – Pagaya Technologies Ltd. NASDAQ PGY (“Pagaya ,ˮ the “Companyˮ or “weˮ), a global technology company delivering artificial intel

Pagaya Reports Third Quarter and Nine Months Ended 2024 Results New York, NY and Tel Aviv, Israel – November 12, 2024 – Pagaya Technologies Ltd.

Amendment No. 2 to Credit Agreement, dated as of November 5, 2024, among the Company as a borrower, Pagaya US as a borrower, the Lenders and Acquiom, as administrative agent

Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT This Second Amendment to Credit Agreement (this “Amendment”) dated as of November 5, 2024 by and among PAGAYA TECHNOLOGIES LTD, a company organized under the laws of Israel (the “Pagaya Israel”), PAGAYA US HOLDING COMPANY LLC, a Delaware limited liability company (“Pagaya US” and together with Pagaya Israel, individually and collectively, jointly a

Employment Agreement between Yahav Yulzari and Pagaya Technologies Ltd.

yyulzarieaedgar 1 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (this “Employment Agreement”) is made and entered into as of November 12, 2024 (the “Effective Date”), by and between Pagaya Technologies Ltd.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41430 Pagaya Technolog

mployment Agreement between Tami Rosen and Paga

36506100.6 1 AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (this “Agreement”) is effective as of November 12, 2024 (the “Effective Date”), by and between Pagaya Technologies US LLC, a Delaware limited liability company (the “Company”) and subsidiary of Pagaya Technologies Ltd., a company organized under the laws of the state of Israel (t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 12, 2024 Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 12, 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of i

Employment Agreement between Gal

1 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of November 12, 2024 (the “Effective Date”), by and between Pagaya Technologies US LLC, a Delaware limited liability company (the “Company”) and subsidiary of Pagaya Technologies Ltd.

1 Q4 2024 Q1 2024 Q2 2024 Q3 2024 Q 3 Letter to Shareholders PAGAYA TECHNOLOGIES LTD. DATE ISSUED November 12, 2024 2 Q3 Financial Highlights $2.4B Network volume of $2.4 billion was in line with our outlook of $2.3 to $2.5 billion and grew 11% year-

1 Q4 2024 Q1 2024 Q2 2024 Q3 2024 Q 3 Letter to Shareholders PAGAYA TECHNOLOGIES LTD.

IL0011859092 / PAGAYA TECHNOLOGIES LTD WARRANTS EXPIRE 06/22/2027 0.00000000 / BlackRock, Inc. Passive Investment

SC 13G 1 il0011858912110824.txt il0011858912110824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) PAGAYA TECHNOLOGIES LTD CLASS A - (Name of Issuer) Common Stock - (Title of Class of Securities) BQ5J6B6 - (SEDOL Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the approp

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 22, 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of in

Pagaya Completes Acquisition of Theorem Technology, Inc.

Pagaya Completes Acquisition of Theorem Technology, Inc. On a combined basis, the company now has access to more than $3 billion of fund capital to support strong investor demand NEW YORK – October 28, 2024 – Pagaya Technologies LTD. (NASDAQ: PGY) ("Pagaya" or “the Company”), a global technology company delivering AI-driven product solutions for the financial ecosystem, today announced the complet

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

IL0011859092 / PAGAYA TECHNOLOGIES LTD WARRANTS EXPIRE 06/22/2027 0.00000000 / BlackRock, Inc. Passive Investment

SC 13G 1 il0011858912102224.txt il0011858912102224.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) PAGAYA TECHNOLOGIES LTD CLASS A - (Name of Issuer) Common Stock - (Title of Class of Securities) BQ5J6B6 - (SEDOL Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the approp

VIA EDGAR

Pagaya Technologies Ltd. 90 Park Avenue New York, NY 10016 VIA EDGAR October 18, 2024 Division of Corporate Finance Office of Energy & Transportation United States Securities and Exchange Commission Washington, DC 20549 RE: Pagaya Technologies Ltd. Form 20-F for the Fiscal Year ended December 31, 2023 Filed March 8, 2024 File No. 001-41430 Dear Yolanda Guobadia and Yong Kim, Set forth below are th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

VIA EDGAR

VIA EDGAR October 7, 2024 Office of Finance Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attn: Yolanda Guobadia Yong Kim Re: Pagaya Technologies Ltd. Annual Report on Form 20-F for the fiscal year ended December 31, 2023 File No. 001-41430 To the Staff of the Division of Corporation Finance: On behalf of Pagaya Technologies

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 25, 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of

Amendment No. 1 to the Credit Agreement, dated as of September 26, 2024, among the Company as a borrower, Pagaya US as a borrower, the Lenders and Acquiom, as administrative agent

Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT This First Amendment to the Credit Agreement (this “Amendment”) dated as of September 25, 2024 by and among PAGAYA TECHNOLOGIES LTD, a company organized under the laws of Israel (the “Pagaya Israel”), PAGAYA US HOLDING COMPANY LLC, a Delaware limited liability company (“Pagaya US” and together with Pagaya Israel, individually and collectively, jointly and severally, as the context may require, the “Borrower”), the Required Lenders party hereto and ACQUIOM AGENCY SERVICES LLC, as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities, the “Administrative Agent”).

Pagaya Announces Pricing of Upsized $140 Million Exchangeable Senior Notes Offering at a 45% Exchange Premium Substantially all of the proceeds to be used to repay existing higher-cost debt facilities NEW YORK – September 26, 2024 – Pagaya Technologi

Pagaya Announces Pricing of Upsized $140 Million Exchangeable Senior Notes Offering at a 45% Exchange Premium Substantially all of the proceeds to be used to repay existing higher-cost debt facilities NEW YORK – September 26, 2024 – Pagaya Technologies LTD.

Amendment No. 1 to the Credit Agreement, dated as of September 26, 2024, among the Company as a borrower, Pagaya US as a borrower, the Lenders and Acquiom, as administrative agent (incorporated by reference to Exhibit 10.1 of Pagaya Technologies Ltd. Current Report on Form 8-K filed with the SEC on October 1, 2024)

EXECUTION VERSION ═══════════════════════════════════════════════════════ ═══════════════════════════════════════════════════════ PAGAYA US HOLDING COMPANY LLC, THE PARENT GUARANTOR PARTY HERETO and U.

Pagaya Announces Proposed Exchangeable Senior Notes Offering

Exhibit 99.2 Pagaya Announces Proposed Exchangeable Senior Notes Offering September 25, 2024 NEW YORK - (BUSINESS WIRE) – Pagaya Technologies LTD. (NASDAQ: PGY) (“Pagaya” or the “Company”), a global technology company delivering AI-driven product solutions for the financial ecosystem, today announced that its wholly owned subsidiary, Pagaya US Holding Company LLC (“Pagaya US”), intends to offer, s

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 25, 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of

Exhibit 99.1 Excerpts of certain information that the Company has provided to investors. • As of June 30, 2024, Pagaya Technologies Ltd. (the “Company”) has opportunities to partner with approximately 50% of the top 20 U.S. Banks by asset size • As o

Exhibit 99.1 Excerpts of certain information that the Company has provided to investors. • As of June 30, 2024, Pagaya Technologies Ltd. (the “Company”) has opportunities to partner with approximately 50% of the top 20 U.S. Banks by asset size • As of June 30, 2024, the Company is exploring relationships with approximately 10+ of the leading non- bank lenders. • As of June 30, 2024, the Company ha

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 10, 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 13, 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of

LETTER

September 12, 2024 Evangelos Perros Chief Financial Officer Pagaya Technologies Ltd.

VIA EDGAR

90 Park Avenue New York, NY 10016 VIA EDGAR August 15, 2024 Division of Corporate Finance Office of Energy & Transportation United States Securities and Exchange Commission Washington, DC 20549 RE: Pagaya Technologies Ltd.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 9, 2024 Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 9, 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 9, 2024 Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 9, 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of inco

lease and Settlement Agreement

CONFIDENTIAL GENERAL RELEASE AND SEPARATION AGREEMENT This Confidential General Release and Separation Agreement (this “Agreement”) is entered into by and between Amol Naik (“Employee”) and Pagaya Technologies US LLC (the “Company”) (Employee and the Company collectively referred to in this Agreement as the “Parties”).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41430 Pagaya Technologies L

Pagaya and Castlelake Announce Forward Flow Agreement to Purchase up to $1 Billion of Consumer Loans Originated on the Pagaya Network Transaction diversifies Pagaya’s funding sources and drives capital efficiency, in line with the Company’s financial

castlelakepr Pagaya and Castlelake Announce Forward Flow Agreement to Purchase up to $1 Billion of Consumer Loans Originated on the Pagaya Network Transaction diversifies Pagaya’s funding sources and drives capital efficiency, in line with the Company’s financial strategy NEW YORK – August 9, 2024 – Pagaya Technologies LTD.

1 Q3 2024 Q4 2024 Q1 2024 Q2 2024 Q 2 Letter to Shareholders PAGAYA TECHNOLOGIES LTD. DATE ISSUED August 9, 2024 2 Q2 Financial Highlights $2.3B Network volume of $2.3 billion was in line with our outlook of $2.2 to $2.4 billion and grew 19% year-ove

q2earningsxv32 1 Q3 2024 Q4 2024 Q1 2024 Q2 2024 Q 2 Letter to Shareholders PAGAYA TECHNOLOGIES LTD.

Pagaya Reports Second Quarter and First Half 2024 Results ● Record Total Revenue, FRLPC and Adjusted EBITDA, raising full- year outlook ● Signed our first forward flow agreement for $1 billion ● New enterprise partnership with OneMain Financial and o

a2q24earningsreleasecom Pagaya Reports Second Quarter and First Half 2024 Results ● Record Total Revenue, FRLPC and Adjusted EBITDA, raising full- year outlook ● Signed our first forward flow agreement for $1 billion ● New enterprise partnership with OneMain Financial and onboarding a new top 5 bank to our network ● First AAA rating on personal loan ABS program, reflecting stable performance and scale New York, NY and Tel Aviv, Israel – August 9, 2024 – Pagaya Technologies Ltd.

VIA EDGAR

VIA EDGAR August 1, 2024 Office of Finance Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attn: Yolanda Guobadia Yong Kim Re: Pagaya Technologies Ltd. Annual Report on Form 20-F for the fiscal year ended December 31, 2023 File No. 001-41430 To the Staff of the Division of Corporation Finance: On behalf of Pagaya Technologies L

Pagaya Announces Agreement to Purchase Leading Consumer Credit Funds Manager, Theorem Technology, Inc.

Pagaya Announces Agreement to Purchase Leading Consumer Credit Funds Manager, Theorem Technology, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 30, 2024 Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 30, 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of incor

LETTER

July 19, 2024 Evangelos Perros Chief Financial Officer Pagaya Technologies Ltd. 90 Park Ave, 20th Floor New York, NY 10016 Re: Pagaya Technologies Ltd. Form 20-F for the Fiscal Year ended December 31, 2023 Filed March 8, 2024 File No. 001-41430 Dear Evangelos Perros: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Pleas

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 6, 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of incorp

Pagaya Reports First Quarter 2024 Results ● Delivered another record quarter, exceeding guidance on all metrics: ○ Record Network Volume of $2.42 billion ○ Record Total Revenue and Other Income of $245 million ○ Record Adjusted EBITDA of $40 million

pagayareportsfirstquarte Pagaya Reports First Quarter 2024 Results ● Delivered another record quarter, exceeding guidance on all metrics: ○ Record Network Volume of $2.

1 Q1 2024 Q3 2024 Q2 2024 Q4 2024 Q1 Letter to Shareholders PAGAYA TECHNOLOGIES LTD. DATE ISSUED May 9, 2024 2 “Disciplined execution drove another record quarter across our key metrics. We added a top 5 global payments provider to our network, enhan

q1earningsxv25 1 Q1 2024 Q3 2024 Q2 2024 Q4 2024 Q1 Letter to Shareholders PAGAYA TECHNOLOGIES LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41430 Pagaya Technologies

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of incorpo

Incentive Compensation Recoupment Policy, approved by the Board on November 29, 2023

Pagaya Technologies Ltd. Incentive Compensation Recoupment Policy 1.Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Pagaya Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), has determined that it is in the best interests of the Company and its shareholders to adopt this Incentive Compensat

Description of Securities

Exhibit 2.9 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General This section summarizes the material terms of the share capital of Pagaya Technologies Ltd. (“Pagaya,” the “Company,” “we,” “us” and “our”) and is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference

Agreement between Ashok Vaswani and Pagaya Technologies US LLC

CONFIDENTIAL GENERAL RELEASE AND SEPARATION AGREEMENT This Confidential General Release and Separation Agreement (this “Agreement”) is entered into by and between Ashok Vaswani (“Employee”) and Pagaya Technologies US LLC, a Delaware limited liability company having a place of business at 90 Park Avenue, New York, NY (the “Company”) (Employee and the Company collectively referred to in this Agreement as the “Parties”).

Employment Agreement between

gkrubinerxeaxrevisedx12 35134589.2 1 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of June 22, 2022 (the “Effective Date”), by and between Pagaya Technologies US LLC, a Delaware limited liability company (the “Company”) and subsidiary of Pagaya Technologies Ltd., a company organized under the laws of the state of Israel (the “Parent”), and

and Pagaya Technologies US LLC

trosenearevised122022ful 34011310.3 1 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of June 22, 2022 (the “Effective Date”), by and between Pagaya Technologies US LLC, a Delaware limited liability company (the “Company”) and subsidiary of Pagaya Technologies Ltd., a company organized under the laws of the state of Israel (the “Parent”), and

and Pagaya Technologies US LLC

34011308.3 1 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of June 22, 2022 (the “Effective Date”), by and between Pagaya Technologies US LLC, a Delaware limited liability company (the “Company”) and subsidiary of Pagaya Technologies Ltd., a company organized under the laws of the state of Israel (the “Parent”), and Michael Kurlander (“Exec

Agreement between Michael Kurlander and Pagaya Technologies US LLC

CONFIDENTIAL GENERAL RELEASE AND SEPARATION AGREEMENT This Confidential General Release and Separation Agreement (this “Agreement”) is entered into by and between Michael Kurlander (“Employee”) and Pagaya Technologies US LLC, a Delaware limited liability company having a place of business at 90 Park Avenue, New York, NY (the “Company”) (Employee, the Company and Company Parent (as defined herein) collectively referred to in this Agreement as the “Parties”).

List of subsidiaries of Pagaya Technologies Ltd.

Exhibit 8.1 SUBSIDIARIES OF PAGAYA TECHNOLOGIES LTD. Name of Subsidiary Jurisdiction of Organization Pagaya US Holding Company LLC Delaware Pagaya Investments SARL Luxembourg Pagaya Investment Israel Ltd. Israel Rigel Merger Sub Inc. Cayman Islands Pagaya SP-1 Ltd. Israel Pagaya Investments US LLC Delaware Pagaya Technologies US LLC Delaware PREF 2019 LLC Delaware Asset Acquisition Capital LLC Del

and Pagaya Technologies US LLC

pagayavaswamiemploymenta 33555350.5 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”), dated as of Feb 8, 2022 (the “Effective Date”), is entered into between Pagaya Technologies US LLC, a Delaware limited liability company having a place of business at 90 Park Avenue, New York, NY (the “Company”), and Ashok Vaswani, having a home address at 77 Park Avenue, New York, NY 10016 (“Employee

and Pagaya Technologies US LLC

34011309.5 1 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of June 22, 2022 (the “Effective Date”), by and between Pagaya Technologies US LLC, a Delaware limited liability company (the “Company”) and subsidiary of Pagaya Technologies Ltd., a company organized under the laws of the state of Israel (the “Parent”), and Amol Naik (“Executive” a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41430 Pagaya Technolo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 11, 2024 Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 11, 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 8, 2024 Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 8, 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact name of registrant as specified in its charter) Israel 98-1704718 (State or other jurisdiction of incor

Exhibit 99.1 Pagaya Announces Pricing of 7,500,000 Class A Ordinary Shares New York, NY – March 14, 2024 – Pagaya Technologies Ltd. (NASDAQ: PGY) (“Pagaya,” the “Company” or “we”), a global technology company delivering artificial intelligence infras

Exhibit 99.1 Pagaya Announces Pricing of 7,500,000 Class A Ordinary Shares New York, NY – March 14, 2024 – Pagaya Technologies Ltd. (NASDAQ: PGY) (“Pagaya,” the “Company” or “we”), a global technology company delivering artificial intelligence infrastructure for the financial ecosystem, today announced that it has priced an underwritten public offering (the “Offering”) of 7,500,000 Class A ordinar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission file number: 001-4143

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission file number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) 90 Park Ave, 20th Floor New York, NY 10016 (646) 710-7714 (Address o

Underwriting Agreement, dated March 13, 2024, between Pagaya Technologies Ltd. and Citigroup Global Markets Inc. and Jefferies LLC, as representatives of the several underwriters

Exhibit 1.1 US-DOCS\149046278.15 Pagaya Technologies Ltd. 7,500,000 Class A Ordinary Shares (no par value) Underwriting Agreement New York, New York March 13, 2024 Citigroup Global Markets Inc. Jefferies LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 La

Pagaya Technologies Ltd. 7,500,000 Class A Ordinary Shares

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274862 PROSPECTUS SUPPLEMENT (To prospectus dated October 16, 2023) Pagaya Technologies Ltd. 7,500,000 Class A Ordinary Shares We are offering 7,500,000 of our Class A Ordinary Shares, no par value (the “Class A Ordinary Shares”). Our Class A Ordinary Shares are traded on The Nasdaq Capital Market (“Nasdaq”) under the symbol “PGY.” The last rep

SUBJECT TO COMPLETION, DATED March 13, 2024

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274862 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) 90 Park Ave, 20th Floor New York, NY 10016 (646) 710-7714 (Addres

Pagaya Announces Public Offering of Class A Ordinary Shares New York, NY – March 13, 2024 – Pagaya Technologies Ltd. (NASDAQ: PGY) (“Pagaya,” the “Company” or “we”), a global technology company delivering artificial intelligence infrastructure for th

Pagaya Announces Public Offering of Class A Ordinary Shares New York, NY – March 13, 2024 – Pagaya Technologies Ltd.

Excerpts of certain information that the Company has provided to investors.

Exhibit 99.2 Excerpts of certain information that the Company has provided to investors. •Pagaya Technologies Ltd. (the “Company”) has raised greater than $20 billion in funding across approximately fifty (50) Asset-Backed Security (“ABS”) transactions since its inception through 2024 year to date. •The Company’s weighted average coupon and delinquency rates have remained stable since early 2022 t

Certificate of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 CERTIFICATION I, Evangelos Perros, certify that: 1. I have reviewed this annual report on Form 20-F of Pagaya Technologies Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with re

Description of Securities

Exhibit 2.9 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General This section summarizes the material terms of the share capital of Pagaya Technologies Ltd. (“Pagaya,” the “Company,” “we,” “us” and “our”) and is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference

Certificate of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 CERTIFICATION Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), Gal Krubiner, Chief Executive Officer of Pagaya Technologies Ltd. (the “Company”), hereby certifies that, to the best of his knowledge: 1. The Company’s Ann

, approved by the Board on November 29, 2023

Pagaya Technologies Ltd. Incentive Compensation Recoupment Policy 1.Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Pagaya Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), has determined that it is in the best interests of the Company and its shareholders to adopt this Incentive Compensat

Global, independent registered accounting firm for Pagaya Technologies Ltd.

Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements: 1.Registration statements (Form F-3 Nos. 333-266228, 333-266930, 333-271343 and 333-274862) of Pagaya Technologies Ltd., 2.Registration statements (Form S-8 Nos. 333-265739 and 333-274540) pertaining to the 2016 Equity Incentive Plan, Stock Option Sub-P

Form 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 CERTIFICATION I, Gal Krubiner, certify that: 1. I have reviewed this annual report on Form 20-F of Pagaya Technologies Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respec

Certificate of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 CERTIFICATION Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), Evangelos Perros, Chief Financial Officer of Pagaya Technologies Ltd. (the “Company”), hereby certifies that, to the best of his knowledge: 1. The Company’s

9116115_3.docx THE COMPANIES LAW, 5759-1999 A LIMITED LIABILITY COMPANY ---------------- ARTICLES OF ASSOCIATION OF PAGAYA TECHNOLOGIES LTD. As Adopted on May 24, 2023 And Amended on February 15, 2024 PRELIMINARY 1. DEFINITIONS; INTERPRETATION. (a) I

91161153.docx THE COMPANIES LAW, 5759-1999 A LIMITED LIABILITY COMPANY - ARTICLES OF ASSOCIATION OF PAGAYA TECHNOLOGIES LTD. As Adopted on May 24, 2023 And Amended on February 15, 2024 PRELIMINARY 1. DEFINITIONS; INTERPRETATION. (a) In these Articles, the following terms (whether or not capitalized) shall bear the meanings set forth opposite them, respectively, unless the subject or context requir

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) 90 Park Ave, 20th Floor New York, NY 10016 (646) 710-7714 (Addres

1 Q1 2023 Q3 2023 Q4 2023 Q2 2023 Q4 Letter to Shareholders PAGAYA TECHNOLOGIES LTD. DATE ISSUED February 21, 2024 2 Q4 Financial Highlights We delivered record fourth quarter results, ending the year with network volume, total revenue and adjusted E

1 Q1 2023 Q3 2023 Q4 2023 Q2 2023 Q4 Letter to Shareholders PAGAYA TECHNOLOGIES LTD.

PGY / Pagaya Technologies Ltd. / OAK HC/FT PARTNERS II, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* PAGAYA TECHNOLOGIES LTD. (Name of Issuer) Class A Ordinary Shares, no par value (Title Class of Securities) M7S64L115 (CUSIP Number) Ravi Singh Oak HC/FT Management Company LLC 2200 Atlantic Street, Suite 300 Stamford, Connecticut 06902 203-717-1350 (Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) 90 Park Ave, 20th Floor New York, NY 10016 (646) 710-7714 (Add

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) 90 Park Ave, 20th Floor New York, NY 10016 (646) 710-7714 (Add

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) 90 Park Ave, 20th Floor New York, NY 10016 (646) 710-7714 (Add

9116115_3.docx THE COMPANIES LAW, 5759-1999 A LIMITED LIABILITY COMPANY ---------------- ARTICLES OF ASSOCIATION OF PAGAYA TECHNOLOGIES LTD. As Adopted on May 24, 2023 And Amended on February 15, 2024 PRELIMINARY 1. DEFINITIONS; INTERPRETATION. (a) I

a91161153 91161153.docx THE COMPANIES LAW, 5759-1999 A LIMITED LIABILITY COMPANY - ARTICLES OF ASSOCIATION OF PAGAYA TECHNOLOGIES LTD. As Adopted on May 24, 2023 And Amended on February 15, 2024 PRELIMINARY 1. DEFINITIONS; INTERPRETATION. (a) In these Articles, the following terms (whether or not capitalized) shall bear the meanings set forth opposite them, respectively, unless the subject or cont

PGY / Pagaya Technologies Ltd. / Clal Insurance Enterprises Holdings Ltd - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2) (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Under the Securities Exchange Act of 1934 PAGAYA TECHNOLOGIES LTD. (Name of Issuer) Class A Ordinary Shares, n

PGY / Pagaya Technologies Ltd. / Levinson Sam - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 2)* Under the Securities Exchange Act of 1934 Pagaya Technologies Ltd. (Name of Issuer) Class A Ordinary Shares, no par value (Titles of Class of Securities) M7S64L 115 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

PGY / Pagaya Technologies Ltd. / Viola Ventures V.C. Management 4 Ltd. - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea193171-13ga1violapagaya.htm AMENDMENT NO. 1 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Pagaya Technologies Ltd. (Name of Issuer) Class A Ordinary Shares, no par value

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) 90 Park Ave, 20th Floor New York, NY 10016 (646) 710-7714 (Add

Execution Version #97570842v91 CREDIT AGREEMENT dated as of February 2, 2024, among PAGAYA TECHNOLOGIES LTD., and PAGAYA US HOLDING COMPANY LLC, individually and collectively as the context may require, as the Borrower, THE SEVERAL LENDERS FROM TIME

Execution Version #97570842v91 CREDIT AGREEMENT dated as of February 2, 2024, among PAGAYA TECHNOLOGIES LTD.

Pagaya Technologies Ltd.

Exhibit 99.1   Pagaya Technologies Ltd. January 23, 2024 Dear Shareholder, You are cordially invited to attend a Special General Meeting of Shareholders (the “Meeting”) of Pagaya Technologies Ltd. (“Pagaya” or the “Company”), to be held on Thursday, February 15, 2024, at 4:00 p.m. Israel time (9:00 a.m. Eastern Time). The Meeting will be held online at www.virtualshareholdermeeting.com/PGY2024SM.

EX-99.2

Exhibit 99.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) Azrieli Sarona Bldg, 54th Floor 121 Derech Menachem Begin Tel-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) Azrieli Sarona Bldg, 54th Floor 121 Derech Menachem Begin Tel-A

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Exhibit 99.1 Pagaya Announces Strategic Actions to Enhance Marketability of its Stock, Strong Financial Outperformance in 4Q23 and FY23 •Announces intent to elect to voluntarily file on U.S. domestic issuer forms with the SEC beginning with its Q1 2024 results and establish its global headquarters in New York City •Announces plans for a reverse split of its ordinary shares expected in Q1 2024, app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) Azrieli Sarona Bldg, 54th Floor 121 Derech Menachem Begin Tel-

EXECUTION VERSION US\000321\00011\25486686.v5 ny-2622710 FIRST AMENDMENT This First Amendment (this “Amendment”) dated and effective as of November 7, 2023 by and among PAGAYA TECHNOLOGIES LTD, a company organized under the laws of Israel (the “Pagay

EXECUTION VERSION US\000321\00011\25486686.v5 ny-2622710 FIRST AMENDMENT This First Amendment (this “Amendment”) dated and effective as of November 7, 2023 by and among PAGAYA TECHNOLOGIES LTD, a company organized under the laws of Israel (the “Pagaya Israel”), PAGAYA US HOLDING COMPANY LLC, a Delaware limited liability company (“Pagaya US” and together with Pagaya Israel, individually and collect

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) Azrieli Sarona Bldg, 54th Floor 121 Derech Menachem Begin Tel-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) Azrieli Sarona Bldg, 54th Floor 121 Derech Menachem Begin Tel-

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Pagaya Reports Third Quarter and Nine Months Ended 2023 Results Exceeded third quarter guidance on all metrics: •Record Network Volume of $2.

PAGAYA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PAGAYA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited condensed consolidated interim financial statements as of and for the three and nine months ended September 30, 2023 and 2022 included as Exhibit 99.

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PAGAYA TECHNOLOGIES LTD. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022 (In thousands) September 30, December 31, 2023 2022 Assets (Unaudited) (Audited) Current assets: Cash and cash equivalents $ 252,578 $ 309,793 Restricted cash 26,280 22,539 Fees and other receivables (including related party receivables of $50,934 and $49,427 as o

1 Q1 2023 Q3 2023 Q4 2023 Q2 2023 Q3 Letter to Shareholders PAGAYA TECHNOLOGIES LTD. DATE ISSUED November 2, 2023 2 Q3 Financial HighlightsOur third quarter performance once again underscored the strength of our two- sided network. We exceeded our ou

1 Q1 2023 Q3 2023 Q4 2023 Q2 2023 Q3 Letter to Shareholders PAGAYA TECHNOLOGIES LTD.

Rithm Capital Partners with Darwin Homes to Form Innovative Single-Family Rental Management Technology Platform Establishes Adoor Property Management, LLC, Utilizing Darwin’s End-to-End Technology to Enhance the Resident Experience and Drive Manageme

Rithm Capital Partners with Darwin Homes to Form Innovative Single-Family Rental Management Technology Platform Establishes Adoor Property Management, LLC, Utilizing Darwin’s End-to-End Technology to Enhance the Resident Experience and Drive Management Efficiencies for Adoor’s Rapidly Growing Portfolio Pagaya Onboards Leading Asset Manager, Rithm Capital, to its Network Through its B2B2C Rental Product, Operated by Darwin October 31, 2023 – New York, NY – Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) Azrieli Sarona Bldg, 54th Floor 121 Derech Menachem Begin Tel-A

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Exhibit 99.1 Pagaya Announces Addition of Two New Partners, Scaling its Lending Network with a Top Five Bank in the U.S. and Top Four Auto Captive A top five bank in the U.S. to gain access to Pagaya’s tech-enabled credit decisioning product One of the world’s leading automakers to utilize Pagaya's technology to approve more auto loans across all of its car brands nationwide New York, NY – October

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) Azrieli Sarona Bldg, 54th Floor 121 Derech Menachem Begin Tel-A

Pagaya Technologies Ltd. Azrieli Sarona Bldg, 54th Floor 121 Derech Menachem Begin Tel Aviv 6701203, Israel

Pagaya Technologies Ltd. Azrieli Sarona Bldg, 54th Floor 121 Derech Menachem Begin Tel Aviv 6701203, Israel October 13, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 RE: Pagaya Technologies Ltd. Registration Statement on Form F-3 File No. 333-274862 Request for Acceleration of Effective Date Request

LETTER

United States securities and exchange commission logo October 11, 2023 Gal Krubiner Chief Executive Officer Pagaya Technologies Ltd.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) Azrieli Sarona Bldg, 54th Floor 121 Derech Menachem Begin Tel-A

Form of Indenture between the Registrant and one or more trustees to be named.

Exhibit 4.2 Pagaya Technologies Ltd., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [l], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8 Se

As filed with the Securities and Exchange Commission on October 4, 2023

As filed with the Securities and Exchange Commission on October 4, 2023 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Pagaya Technologies Ltd.

Form of Ordinary Shares Warrant Agreement and Warrant Certificate.

Exhibit 4.4 PAGAYA TECHNOLOGIES LTD. AND , AS WARRANT AGENT FORM OF CLASS A ORDINARY SHARES WARRANT AGREEMENT DATED AS OF 1 PAGAYA TECHNOLOGIES LTD. FORM OF CLASS A ORDINARY SHARES WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [l], between Pagaya Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), and [l], a [corporation] [nation

Form of Debt Securities Warrant Agreement and Warrant Certificate.

Exhibit 4.5 PAGAYA TECHNOLOGIES LTD. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF PAGAYA TECHNOLOGIES LTD. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Pagaya Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), and [●], a [corporation] [national

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Pagaya Technologies Ltd.

As filed with the Securities and Exchange Commission on September 15, 2023

As filed with the Securities and Exchange Commission on September 15, 2023 Registration No.

PGY / Pagaya Technologies Ltd - Class A / Pardo Avital - SC 13D/A Activist Investment

SC 13D/A 1 tm2326145d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pagaya Technologies Ltd. (Name of Issuer) Class A Ordinary Shares, no par value (Title of Class of Securities) M7S64L 115 (CUSIP Number) Avital Pardo c/o Pagaya Technologies Ltd. Azrieli Sarona Bldg, 54th Floor 121 Derech Mena

Pagaya Technologies Ltd. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 6-K filed with the SEC on September 13, 2023)

Pagaya Technologies Ltd. 2023 Employee Stock Purchase Plan Adopted by the Board of Directors: February 9, 2023 Approved by the Shareholders: [], 2023 1.General; Purpose. (a)The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase Ordinary Shares. The Plan permits the Company to grant a series of Purchase Rights to

Form 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) Azrieli Sarona Bldg, 54th Floor 121 Derech Menachem Begin Tel

Form 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) Azrieli Sarona Bldg, 54th Floor 121 Derech Menachem Begin Tel-Av

PAGAYA TECHNOLOGIES LTD. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2023

PAGAYA TECHNOLOGIES LTD. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2023 INDEX INDEX TO FINANCIAL STATEMENTS Page UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 2 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 3 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 4 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMA

PAGAYA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PAGAYA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited condensed consolidated interim financial statements as of and for the three and six months ended June 30, 2023 and 2022 included as Exhibit 99.

Letter to Shareholders PAGAYA TECHNOLOGIES LTD. August 10, 2023 Q2 2023 Q1 2023 Q3 2023 Q4 2023 The technology-enabled lending network connecting more people with financial opportunity Douglas Timmerman President, Dealer Financial Services Niclas Neg

pagayaq2-2023xletterxvf Letter to Shareholders PAGAYA TECHNOLOGIES LTD. August 10, 2023 Q2 2023 Q1 2023 Q3 2023 Q4 2023 The technology-enabled lending network connecting more people with financial opportunity Douglas Timmerman President, Dealer Financial Services Niclas Neglen Chief Financial Officer “ We just celebrated the one-year anniversary of our successful partnership. We look forward to co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) Azrieli Sarona Bldg, 54th Floor 121 Derech Menachem Begin Tel-Av

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Pagaya Reports Second Quarter and First Half 2023 Results Exceeded second quarter guidance on all metrics: •Record Network Volume of $1.

EX-99.2

Exhibit 99.2

Pagaya Technologies Ltd.

Exhibit 99.1   Pagaya Technologies Ltd. August 8, 2023 Dear Shareholder, You are cordially invited to attend the 2023 Annual General Meeting of Shareholders (the “Annual Meeting”) of Pagaya Technologies Ltd. (“Pagaya” or the “Company”), to be held virtually and at Pagaya’s offices at Azrieli Sarona Building – 54th floor, 121 Derech Menachem Begin, Tel Aviv 6701203, Israel on September 13, 2023, at

Form 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) Azrieli Sarona Bldg, 54th Floor 121 Derech Menachem Begin Tel-Av

PGY / Pagaya Technologies Ltd - Class A / TIGER GLOBAL MANAGEMENT LLC - PAGAYA TECHNOLOGIES LTD. Passive Investment

SC 13G/A 1 p23-2155sc13ga.htm PAGAYA TECHNOLOGIES LTD. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Pagaya Technologies Ltd. (Name of Issuer) Class A Ordinary Shares, no par value per share (Title of Class of Securities) M7S64L115 (CUSIP Number) August 2, 2023 (Date of Event Which Requires Filing of This State

Pagaya Technologies Ltd. Up to 40,139,607 Class A Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266930 PROSPECTUS Pagaya Technologies Ltd. Up to 40,139,607 Class A Ordinary Shares This prospectus relates to the offer and sale of up to 40,139,607 Class A Ordinary Shares of Pagaya Technologies Ltd., no par value (“Class A Ordinary Shares”), by B. Riley Principal Capital II, LLC (“B. Riley Principal Capital II” or the “Selling Securityholder

Pagaya Technologies Ltd. Up to 18,191,062 Class A Ordinary Shares Offered by the Selling Securityholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271343 PROSPECTUS Pagaya Technologies Ltd. Up to 18,191,062 Class A Ordinary Shares Offered by the Selling Securityholders This prospectus relates to the offer and sale, from time to time, by the selling securityholders identified in this prospectus (each a “Selling Securityholder” and, collectively, the “Selling Securityholders”), or their per

Pagaya Technologies Ltd. Up to 46,100,020 Class A Ordinary Shares Up to 676,627,977 Class A Ordinary Shares Offered by the Selling Securityholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266228 PROSPECTUS Pagaya Technologies Ltd. Up to 46,100,020 Class A Ordinary Shares Up to 676,627,977 Class A Ordinary Shares Offered by the Selling Securityholders This prospectus relates to: (1) the issuance by us of up to 46,100,020 Class A Ordinary Shares, no par value (the “Class A Ordinary Shares”), including the Class A Ordinary Shares t

As filed with the Securities and Exchange Commission on July 20, 2023

As filed with the Securities and Exchange Commission on July 20, 2023 Registration No.

Power of attorney of Kevin Stein

Exhibit 24.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gal Krubiner and Eric Watson and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendm

PGY / Pagaya Technologies Ltd - Class A / OAK HC/FT PARTNERS II, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* PAGAYA TECHNOLOGIES LTD. (Name of Issuer) Class A Ordinary Shares, no par value (Title Class of Securities) M7S64L115 (CUSIP Number) Ravi Singh Oak HC/FT Management Company LLC 2200 Atlantic Street, Suite 300 Stamford, Connecticut 06902 203-717-1350 (Nam

As filed with the Securities and Exchange Commission on July 20, 2023

As filed with the Securities and Exchange Commission on July 20, 2023 Registration No.

As filed with the Securities and Exchange Commission on July 20, 2023

As filed with the Securities and Exchange Commission on July 20, 2023 Registration No.

PGY / Pagaya Technologies Ltd - Class A / TIGER GLOBAL MANAGEMENT LLC - PAGAYA TECHNOLOGIES LTD. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pagaya Technologies Ltd. (Name of Issuer) Class A Ordinary Shares, no par value per share (Title of Class of Securities) M7S64L115 (CUSIP Number) June 12, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pu

PGY / Pagaya Technologies Ltd - Class A / OAK HC/FT PARTNERS II, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* PAGAYA TECHNOLOGIES LTD. (Name of Issuer) Class A Ordinary Shares, no par value (Title Class of Securities) M7S64L115 (CUSIP Number) Ravi Singh Oak HC/FT Management Company LLC 2200 Atlantic Street, Suite 300 Stamford, Connecticut 06902 203-717-1350 (Nam

Form 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) Azrieli Sarona Bldg, 54th Floor 121 Derech Menachem Begin Tel-Aviv

Pagaya Technologies Ltd. Up to 40,139,607 Class A Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266930 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 1, 2023) Pagaya Technologies Ltd. Up to 40,139,607 Class A Ordinary Shares This prospectus supplement is being filed to update and supplement the prospectus, dated May 1, 2023 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form F-1 (No.

Pagaya Technologies Ltd. Up to 18,191,062 Class A Ordinary Shares by the Selling Securityholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271343 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 3, 2023) Pagaya Technologies Ltd. Up to 18,191,062 Class A Ordinary Shares by the Selling Securityholders This prospectus supplement is being filed to update and supplement the prospectus, dated May 3, 2023 (as supplemented to date, the “Prospectus”), which forms a part of our registra

THE COMPANIES LAW, 5759-1999 A LIMITED LIABILITY COMPANY ARTICLES OF ASSOCIATION PAGAYA TECHNOLOGIES LTD. As Adopted on May 24, 2023

THE COMPANIES LAW, 5759-1999 A LIMITED LIABILITY COMPANY - ARTICLES OF ASSOCIATION OF PAGAYA TECHNOLOGIES LTD.

Pagaya Technologies Ltd. Up to 46,100,020 Class A Ordinary Shares Up to 676,627,977 Class A Ordinary Shares Offered by the Selling Securityholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266228 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 1, 2023) Pagaya Technologies Ltd. Up to 46,100,020 Class A Ordinary Shares Up to 676,627,977 Class A Ordinary Shares Offered by the Selling Securityholders This prospectus supplement is being filed to update and supplement the prospectus, dated May 1, 2023 (as supplemented to date, the

PAGAYA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PAGAYA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited condensed consolidated interim financial statements as of and for the three months ended March 31, 2023 and 2022 included as Exhibit 99.

Form 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) Azrieli Sarona Bldg, 54th Floor 121 Derech Menachem Begin Tel-Aviv

Pagaya Technologies Ltd. Up to 18,191,062 Class A Ordinary Shares by the Selling Securityholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271343 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 3, 2023) Pagaya Technologies Ltd. Up to 18,191,062 Class A Ordinary Shares by the Selling Securityholders This prospectus supplement is being filed to update and supplement the prospectus, dated May 3, 2023 (as supplemented to date, the “Prospectus”), which forms a part of our registra

1

Pagaya Reports First Quarter 2023 Results Exceeded first quarter guidance on all metrics Network Volume grew 12% year-over-year to $1.

Pagaya Technologies Ltd. Up to 46,100,020 Class A Ordinary Shares Up to 676,627,977 Class A Ordinary Shares Offered by the Selling Securityholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266228 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 3, 2023) Pagaya Technologies Ltd. Up to 46,100,020 Class A Ordinary Shares Up to 676,627,977 Class A Ordinary Shares Offered by the Selling Securityholders This prospectus supplement is being filed to update and supplement the prospectus, dated May 3, 2023 (as supplemented to date, the

1

PAGAYA TECHNOLOGIES LTD. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION AS OF MARCH 31, 2023 AND DECEMBER 31, 2022 (In thousands) March 31, December 31, 2023 2022 Assets (Unaudited) (Audited) Current assets: Cash and cash equivalents $ 289,387 $ 309,793 Restricted cash 22,542 22,539 Fees and other receivables (including related party receivables of $49,295 and $49,427 of March 31,

Pagaya Technologies Ltd. Up to 40,139,607 Class A Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266930 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 3, 2023) Pagaya Technologies Ltd. Up to 40,139,607 Class A Ordinary Shares This prospectus supplement is being filed to update and supplement the prospectus, dated May 3, 2023 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form F-1 (No.

Pagaya Technologies Ltd. Up to 18,191,062 Class A Ordinary Shares by the Selling Securityholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271343 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 3, 2023) Pagaya Technologies Ltd. Up to 18,191,062 Class A Ordinary Shares by the Selling Securityholders This prospectus supplement is being filed to update and supplement the prospectus, dated May 3, 2023 (as supplemented to date, the “Prospectus”), which forms a part of our registra

Pagaya Technologies Ltd. Up to 40,139,607 Class A Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266930 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 1, 2023) Pagaya Technologies Ltd. Up to 40,139,607 Class A Ordinary Shares This prospectus supplement is being filed to update and supplement the prospectus, dated May 1, 2023 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form F-1 (No.

EX-99.2

Exhibit 99.2

Pagaya Technologies Ltd. Up to 46,100,020 Class A Ordinary Shares Up to 676,627,977 Class A Ordinary Shares Offered by the Selling Securityholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266228 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 1, 2023) Pagaya Technologies Ltd. Up to 46,100,020 Class A Ordinary Shares Up to 676,627,977 Class A Ordinary Shares Offered by the Selling Securityholders This prospectus supplement is being filed to update and supplement the prospectus, dated May 1, 2023 (as supplemented to date, the

Pagaya Technologies Ltd. Up to 18,191,062 Class A Ordinary Shares Offered by the Selling Securityholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271343 PROSPECTUS Pagaya Technologies Ltd. Up to 18,191,062 Class A Ordinary Shares Offered by the Selling Securityholders This prospectus relates to the offer and sale, from time to time, by the selling securityholders identified in this prospectus (each a “Selling Securityholder” and, collectively, the “Selling Securityholders”), or their per

Pagaya Technologies Ltd.

Exhibit 99.1 Pagaya Technologies Ltd. May 3, 2023 Dear Shareholder, You are cordially invited to attend an Extraordinary General Meeting of Shareholders (the “Meeting”) of Pagaya Technologies Ltd. (“Pagaya” or the “Company”), to be held on May 24, 2023, at 9 a.m. Eastern Time / 4 p.m. Israel Time. The Meeting will be conducted virtually via live audio webcast. You will be able to attend the Meetin

Form 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-41430 Pagaya Technologies Ltd. (Exact Name of Registrant as Specified in Its Charter) Azrieli Sarona Bldg, 54th Floor 121 Derech Menachem Begin Tel-Aviv

Pagaya Technologies Ltd. Up to 46,100,020 Class A Ordinary Shares Up to 676,627,977 Class A Ordinary Shares Offered by the Selling Securityholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266228 PROSPECTUS Pagaya Technologies Ltd. Up to 46,100,020 Class A Ordinary Shares Up to 676,627,977 Class A Ordinary Shares Offered by the Selling Securityholders This prospectus relates to: (1) the issuance by us of up to 46,100,020 Class A Ordinary Shares, no par value (the “Class A Ordinary Shares”), including the Class A Ordinary Shares t

Pagaya Technologies Ltd. Up to 40,139,607 Class A Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266930 PROSPECTUS Pagaya Technologies Ltd. Up to 40,139,607 Class A Ordinary Shares This prospectus relates to the offer and sale of up to 40,139,607 Class A Ordinary Shares of Pagaya Technologies Ltd., no par value (“Class A Ordinary Shares”), by B. Riley Principal Capital II, LLC (“B. Riley Principal Capital II” or the “Selling Securityholder

LETTER

United States securities and exchange commission logo May 1, 2023 Michael Kurlander Chief Financial Officer Pagaya Technologies Ltd.