Pagaya Technologies Ltd.

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:

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Dear Shareholder,

You are cordially invited to attend the 2026 Annual General Meeting of Shareholders (the “Annual Meeting”) of Pagaya Technologies Ltd. (“Pagaya” or the “Company”), to be held virtually on August 17, 2026, at 5:00 p.m. Israel time (10:00 a.m. Eastern Time), online at the following Internet address: www.virtualshareholdermeeting.com/PGY2026.

At the Annual Meeting, the Company’s shareholders will be asked to consider and vote on the matters listed in the enclosed Notice of Annual General Meeting of Shareholders (the “Notice”). Pagaya’s Board of Directors recommends that you vote “FOR” each proposal listed in the Notice for the reasons set forth in the Notice and Proxy Statement. Management will also report on the affairs of the Company and a discussion period will be provided for questions and comments of general interest to shareholders.

Whether or not you plan to attend, it is important that your shares be represented and voted at the Annual Meeting. Accordingly, after reading the enclosed Notice and Proxy Statement, please vote at your earliest convenience by following the instructions on the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail.

We urge all of our shareholders to review our 2025 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2026, and Amendments No. 1 and No. 2 to our 2025 Annual Report on Form 10-K/A filed with the SEC on April 30, 2026 and June 1, 2026, respectively, all of which are available on our website atwww.pagaya.com or on the SEC’s website atwww.sec.gov.

We look forward to seeing you at the Annual Meeting.

Sincerely,

Avi Zeevi Chairman of the Board of Directors

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2026 Annual General Meeting of Shareholders (the “Annual Meeting”) of Pagaya Technologies Ltd. (“Pagaya” or the “Company”) will be held on August 17, 2026, at 5:00 p.m. Israel time (10:00 a.m. Eastern Time), online at the following internet address: www.virtualshareholdermeeting.com/PGY2026.

The Annual Meeting is being called for the following purposes:

1. To reelect each of Gal Krubiner, Avital Pardo, Yahav Yulzari, Avi Zeevi, Alison Davis, Harvey Golub, Asheet Mehta, Dan Petrozzo, and Tami Rosen, and to elect Jason Gardner, to the Board of Directors of the Company (the “Board of Directors”), each to serve a one-year term until the 2027 annual general meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law, 5759-1999 (the “Israel Companies Law”).

2. To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and until the next annual general meeting of shareholders, and to authorize the Audit and Finance Committee of the Board of Directors to fix the remuneration of said independent registered public accounting firm.

3. To approve, on an advisory (non-binding) basis, the 2025 compensation of the Company’s named executive officers.

4. To approve the calculation framework for 2026 bonuses for the Company’s management directors.

5. To ratify certain compensation actions for the Company’s management directors.

6. To approve the compensation of the Company’s management directors for the years 2027-2029.

7. To approve certain changes to the cash compensation for the Company’s non-employee directors.

The foregoing proposals are described in detail in the enclosed proxy statement (the “Proxy Statement”), which we urge you to read in its entirety. Our Board of Directors recommends that you vote “FOR” each of the above proposals. Only shareholders of record at the close of business on June 26, 2026 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON AUGUST 17, 2026

This Notice of Annual General Meeting of Shareholders, the Proxy Statement and our 2025 Annual Report are available atwww.proxyvote.com.

This Notice of Annual General Meeting of Shareholders (the “Notice”) is being mailed on or about July 6, 2026 to all shareholders entitled to vote at the Annual Meeting. The Proxy Statement shall also be filed with the U.S. Securities and Exchange Commission (the “SEC”) under cover of a Form DEF 14A and will be available on the Company’s website atwww.pagaya.com and on the SEC’s website atwww.sec.gov.

Pursuant to the Israel Companies Law and the applicable regulations promulgated thereunder, shareholders wishing to express their position on an agenda item for the Annual Meeting may do so by submitting a written statement to the Company’s Chief Legal Officer at 335 Madison Avenue, 16th Floor, New York, NY, 10017 or by email to PagayaProxies@pagaya.com, no later than August 7, 2026 in accordance with the requirements of the Israel Companies Law and our Articles of Association. Any position statement received will be published in a press release or Current Report on Form 8-K furnished to the SEC.

Detailed proxy voting instructions are provided in the Notice of Internet Availability of Proxy Materials or on the proxy card you received in the mail. You may vote over the Internet, by phone, or by signing and returning the proxy card you received in the mail. Signed proxy cards must be received by our transfer agent, Continental Stock Transfer & Trust Company of New York, at 1 State Street 30th Floor, New York, NY 10004, no later than 24 hours before the time fixed for the Annual Meeting. You may also vote during the meeting by following the instructions on the meeting website and entering the control number found on the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail.

Whether or not you plan to attend, it is important that your shares be represented and voted at the Annual Meeting. Accordingly, after reading the Notice and Proxy Statement, please vote at your earliest convenience by following the instructions on the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail.

By Order of the Board of Directors,

Avi Zeevi Chairman of the Board of Directors

Tel Aviv, Israel

PAGAYA TECHNOLOGIES LTD.

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