Pagaya Technologies Ltd.
For the period ended Sep 30, 2025. Filed Nov 10, 2025.
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Sep 30, 2025 · Filed Nov 10, 2025
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Item 5. Other Information
Company Trading Plans or Other Arrangements
Subject to compliance with U.S. and Israel securities laws, rules and regulations, our directors and executive officers have adopted, and may adopt, individual share trading plans in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (a “Rule 10b5-1 Plan”), in which they will contract with a broker to buy or sell our Class A Ordinary Shares on a periodic basis. Under a Rule 10b5-1 Plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from the director or officer. The director or officer may amend or terminate the plan in some circumstances. Our directors and executive officers may buy or sell additional shares outside of a Rule 10b5-1 Plan when they are not in possession of material, non-public information.
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, 2025, four officers or directors entered into 10b5-1 trading arrangements. First, Yahav Yulzari, adirector and the Company’s Chief Business Officer, entered into a new 10b5-1 Plan on August 8, 2025, with an end date of March 31, 2027, to sell a maximum aggregate of 800,000 shares. Second, Avital Pardo, adirector and the Company’s Deputy CEO, entered into a new 10b5-1 Plan on August 14, 2025, with an end date of December 31, 2026, to sell a maximum aggregate of 500,000 shares. Third, Gal Krubiner, adirector and the Company’s Chief Executive Officer, entered into a new 10b5-1 Plan on September 18, 2025, with an end date of January 30, 2026, to sell a maximum aggregate of 350,000 shares. Lastly, Dan Petrozzo, adirector of the Company, entered into a 10b5-1 Plan on August 19, 2025, with an end date of November 20, 2026, to sell a maximum aggregate of 25,000 shares.
Executive Officer Compensation Arrangement
On November 6, 2025, the Company entered into an amendment to the amended and restated employment agreement of Sanjiv Das, the Company’s President, to extend the annual supplemental payment of $750,000 reflected in Mr. Das’s amended and restated employment agreement indefinitely.
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