Pagaya Technologies Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended June 30, 2026

OR

For the transition period from __________ to __________

Commission File Number:001-41430

Pagaya Technologies Ltd.

(Exact name of registrant as specified in its charter)

(646)710-7714

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒

As of July 29, 2026, the registrant had 72,137,266 Class A Ordinary Shares, no par value, outstanding;11,288,577 Class B Ordinary Shares, no par value, outstanding; and 2,027,147 Series A Preferred Shares, no par value, outstanding.

TABLE OF CONTENTS

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements that involve substantial risks and uncertainties. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. All statements other than statements of historical facts contained in this Quarterly Report are forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements include, without limitation, statements regarding: our expectations concerning the outlook for our business; our product suite; developing and scaling new asset types, products, and services; expanding our current Partner relationships; adding new Partners; increasing Network Volume; leveraging our data and AI capabilities; outperforming the broader market; improving our cost of capital; diversifying our funding network; delivering assets to meet our investors’ expectations; the impact of economic cycles on our financial performance and related metrics; evaluating operational and safety protocols; the importance of generating Network Volume, which is a key operating metric; making strategic investments to support our business plans, including in technology, data, and product development; pursuing diversified sources of financing; the sufficiency of our liquidity and capital resources to support our business operations; the Company’s capital efficiency strategies; and monitoring and upgrading our internal controls.

Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those implied in those statements. Important factors that could cause such differences include, but are not limited to:

•our rapid growth and our ability to effectively manage our growth and maintain profitability;

•adverse global economic conditions and other catastrophic events;

•adverse developments impacting the banking and financial services industries, consumer credit activity, and the availability of equity and debt financing;

•our reliance on services provided by third-party vendors;

•our dependence on our AI technology;

•our reliance on a limited number of partners which presents concentration risk for Network Volume and Revenue;

•retaining and attracting new partners by improving our platform and offering new and relevant products;

•our ability to raise capital from investors;

•developing and maintaining robust and diverse funding sources;

•the competitive nature of our industry;

•changes to our accounting policies or financial reporting standards;

•maintaining our brand image and reputation;

•managing risks related to fraudulent activity;

•our reliance on key employees including our founders;

•effectively managing conflicts of interest related to our financing vehicles;

•legal proceedings, investigations, or claims;

•maintaining adequate insurance coverage;

•the effectiveness of our risk management processes;

•realizing the intended benefits of any strategic transactions;

•the regulation of AI technologies by the FTC, CFPB, and other governmental agencies;

•enforcing our intellectual property rights;

•our use of open-source software components;

•our ability to continue receiving accurate data from our partners;

•cyberattacks and other security breaches;

•risks related to our single-family rental operations including volatility in the single-family rental market, lease renewal and default rates, HOA regulations, the accuracy of resident-supplied information, leasing fraud, renovation and maintenance costs, and regulations impacting the single-family rental business;

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•our compliance with laws related to consumer protection, consumer finance, lending, fair lending, data protection and privacy, cybersecurity, and investment advisory services, and maintaining required licenses to operate;

•heightened regulation of the financial services industry;

•the risks that we are deemed to be an investment company or that we cannot rely on exemptions under various laws to conduct the funding component of our business;

•our ability to continue accessing the securitization market;

•our compliance with anti-corruption, anti-bribery, anti-money laundering, economic and trade sanctions and similar laws;

•the risk that we would be deemed the true lender for loans originated by our partners;

•the enforceability of assets we acquire from our partners;

•risks related to ongoing conflicts including between Russia and Ukraine and Israel, the United States, and Iran;

•risks related to our operations in Israel including regional hostilities and our employees’ required military service;

•risks related to being a public company including limited management experience and increased costs;

•covenants in our indebtedness arrangements that could limit our ability to operate our business;

•changes in tax laws and the outcome of potential tax audits; and

•the other matters described in “Risk Factors” in our 2025 Annual Report on Form 10-K (defined below).

We caution you not to rely on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to revise forward-looking statements to reflect future events, changes in circumstances or changes in beliefs except to the extent required by law. In the event that any forward-looking statement is updated, no inference should be made that we will make additional updates with respect to that statement, related matters, or any other forward-looking statements except to the extent required by law. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear in our public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult.

Market, ranking and industry data used throughout this Quarterly Report on Form 10-Q, including statements regarding market size and technology adoption rates, is based on the good faith estimates of our management, which in turn are based upon our management’s review of internal surveys, independent industry surveys and publications and other third-party research and publicly available information. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we are not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors” in our Annual Report on Form 10-K filed on March 2, 2026, and amended on April 30, 2026 and June 1, 2026 (collectively, the “2025 Annual Report on Form 10-K”), and Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q.

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