Pagaya Technologies Ltd

Credit Agreement Amendment

On November 5, 2024, the Company entered into Amendment No. 2 (the “Amendment”) to the credit agreement, dated as of February 2, 2024 (as amended from time to time and by the Amendment, the “Credit Agreement”) among the Company, Pagaya US Holding Company LLC, as a borrower, the lenders from time to time party thereto (the “Lenders”) and Acquiom Agency Services LLC, as administrative agent (“Acquiom”).

Pursuant to the Amendment, (x) the Company incurred incremental term loans in an aggregate principal amount of $72 million (with the ability to incur additional incremental term loans in an aggregate principal amount up to $28 million on or before December 31, 2024), the proceeds of which will be used to prepay a portion of certain of the Company’s other secured financings and (y) to make certain other amendments to the Credit Agreement. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated into this Item 5 by reference.

Employment Agreements with Executives

On the date hereof, the Company entered into amended and restated employment agreements with certain of its executives to reflect the Company’s updated terms of employment for its executive officers. The foregoing summary of the employment agreements with the Company’s executives does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreements, copies of which are filed with this Quarterly Report on Form 10-Q as Exhibit 10.2 through 10.4 and are incorporated into this Item 5 by reference.

Director and Officer Trading Plans or other Arrangements

Our directors and officers (as defined in Exchange Act Rule 16a-1(f)) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended September 30, 2024, three officers or directors entered into and one cancelled his 10b5-1 trading arrangements. First, on July 2, 2024, after terminating a legacy 10b5-1 plan on May 10, 2024, Tami Rosen, adirector and the Company’s Chief Development Officer, entered into a new 10b5-1 Plan, with an end date of April 7, 2025, to sell a maximum aggregate of 62,465 shares. Second, on July 2, 2024, Avital Pardo, adirector and Chief Technology Officer of the Company, entered into a 10b5-1 Plan, with an end date of October 1, 2025, to sell a maximum aggregate of 300,000 shares. Third, on July 2, 2024, Yahav Yulzari, adirector and Chief Business Officer of the Company, entered into a 10b5-1 Plan, with an end date of October 1, 2025, to sell a maximum aggregate of 300,000 shares. Note that the maximum number of shares for these plans include shares that the directors will sell, at the time of vesting, to cover their tax liability. On September 20, 2024, Evangelos Perros, the Company’s Chief Financial Officer, cancelled the 10b5-1 plan entered into on June 24, 2024.