Filing Analysis
Pagaya Technologies Ltd. reported the final voting results from its Annual General Meeting of Shareholders held on August 17, 2026. The results include the election of directors, re-appointment of the independent auditor, and advisory votes on executive compensation.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Annual General Meeting held on August 17, 2026.
- All ten director nominees were elected, with Gal Krubiner, Avital Pardo, and Yahav Yulzari receiving the highest 'For' votes.
- The re-appointment of the Company's Independent Registered Public Accounting Firm was approved with 152,794,384 votes in favor.
- Shareholders provided advisory (non-binding) approval for the compensation of named executive officers.
- The 2026 bonus calculation framework for management directors was approved via special majority.
- Compensation for management directors for the years 2027-2029 was approved via special majority.
Pagaya Technologies Ltd. filed an 8-K to announce its quarterly earnings results for the period ended June 30, 2026. The filing includes a press release and a shareholder letter regarding the company's financial condition.
📋 Key Facts
- Report date: July 30, 2026
- Reporting period: Quarter ended June 30, 2026
- The filing includes Exhibit 99.1 (Press Release) and Exhibit 99.2 (Shareholder Letter)
- CEO Gal Krubiner signed the report
Pagaya Technologies announced that CFO Evangelos Perros will step down on June 15, 2026, to be succeeded by current Chief Strategy Officer Jonathan Dobres. The company simultaneously reported its Q1 2026 financial results and detailed a new compensation structure for the incoming CFO.
🚩 Red Flags
- Departure of a key executive (CFO) in a micro-cap/mid-cap environment.
- Multiple 8-K items (2.02, 5.02, 7.01) filed simultaneously.
📋 Key Facts
- CFO Evangelos Perros is stepping down effective June 15, 2026, but will remain as a Strategic Executive Advisor through December 31, 2026.
- Jonathan Dobres, the current Chief Strategy Officer and former Head of Strategy, will assume the CFO role.
- Dobres' new employment agreement includes an annual base salary of $650,000 and an upfront bonus payment of $350,000.
- Dobres will be granted RSUs valued at $500,000 in 2026, $500,000 in 2027, and $1,000,000 in 2028, totaling $2 million in equity incentives.
- The company reported financial results for the quarter ended March 31, 2026, via Item 2.02.
Pagaya Technologies Ltd. filed an 8-K to announce its financial results for the quarter and fiscal year ended December 31, 2025. The filing includes a press release and a shareholder letter.
📋 Key Facts
- Reporting date: February 9, 2026
- Period covered: Quarter and Fiscal Year ended December 31, 2025
- Includes Exhibit 99.1 (Press Release) and Exhibit 99.2 (Shareholder Letter)
- The information in the exhibits is not considered 'filed' for purposes of Section 18 of the Exchange Act.
Pagaya Technologies Ltd. announced the repurchase of approximately $6.9 million in its 8.875% Senior Notes due 2030 via open market transactions since December 26, 2025. The company utilized cash on hand to execute these repurchases at a significant discount to par value.
📋 Key Facts
- Repurchased ~$6.9 million aggregate principal amount of 8.875% Senior Notes due 2030.
- Transactions occurred in several open market transactions between Dec 26, 2025, and Jan 13, 2026.
- Repurchases were funded using cash from the balance sheet.
- The company noted that repurchases were made at a significant discount to par value.
The provided text is a technical metadata dump from an SEC XBRL filing rather than the narrative content of an 8-K. It contains accounting tags, period dates (ranging from 2021 to 2025), and entity identifiers but lacks substantive news or material event descriptions.
🚩 Red Flags
- The input text is non-narrative metadata/XBRL schema, making a qualitative assessment of material events impossible from this specific data string.
📋 Key Facts
- Filing date: 2025-12-05
- Ticker: PGYWW (Pagaya Technologies Ltd.)
- Contains extensive XBRL taxonomy tags related to Research and Development, Software costs, and Variable Interest Entities.
- Includes references to various debt instruments including Exchangeable Senior Notes and Revolving Credit Facilities.
Pagaya Technologies Ltd. filed an 8-K to announce its financial results for the quarter ended September 30, 2025, and issued a shareholder letter.
📋 Key Facts
- Report date: November 10, 2025
- Reporting period: Quarter ended September 30, 2025
- The filing includes an earnings press release (Exhibit 99.1) and a shareholder letter (Exhibit 99.2).
- Information in exhibits is provided pursuant to Regulation FD and is not considered 'filed' for purposes of Section 18.
Pagaya Technologies Ltd. has successfully refinanced its revolving credit facility, replacing the 2024 Credit Agreement with a new agreement led by BMO BANK N.A. The new facility provides up to $132 million in senior secured financing maturing in October 2028.
🚩 Red Flags
- The facility is secured by a first priority lien on substantially all company assets.
- Contains customary negative covenants including limitations on incurring further indebtedness and restricted payments.
📋 Key Facts
- New Revolving Credit Facility amount: $132 million (initial committed amount).
- Maturity date: October 2, 2028.
- Administrative Agent: BMO BANK N.A.
- Lenders include major institutions: Wells Fargo, Valley National Bank, Citizens Bank, TD Bank, etc.
- Interest rate options: Base rate + 2.50% or adjusted term SOFR + 3.50% (both subject to a 1.00% floor).
- Security: First priority lien on substantially all assets of the Company and its subsidiaries.
- The refinancing involved the termination of the previous February 2, 2024 Credit Agreement.
Pagaya Technologies Ltd. filed an 8-K to announce its financial results for the quarter ended June 30, 2025. The filing includes a press release and a shareholder letter as exhibits.
📋 Key Facts
- Report date: August 7, 2025
- Reporting period: Quarter ended June 30, 2025
- The company released financial results via Exhibit 99.1 (Press Release)
- The company released a shareholder letter via Exhibit 99.2
- The information in the exhibits is not considered 'filed' for purposes of Section 18 of the Exchange Act.
Pagaya Technologies Ltd. through its subsidiary Pagaya US Holding Company LLC issued $500 million in 8.875% Senior Notes due 2030 to refinance existing debt and fund general corporate purposes. The offering was conducted via a private placement to qualified institutional buyers.
🚩 Red Flags
- High coupon rate (8.875%) reflects significant cost of capital in current market environment.
- Indenture contains restrictive covenants limiting further debt incurrence, dividend payments, and asset transfers.
📋 Key Facts
- Issued $500 million aggregate principal amount of 8.875% Senior Notes due August 1, 2030.
- Interest rate is 8.875% per annum, payable semiannually on February 1 and August 1.
- Proceeds intended to repay all outstanding borrowings under existing credit facilities and ~$100 million of secured borrowings.
- Notes are senior, unsecured obligations of Pagaya US and its guarantors.
- Includes a change of control provision requiring repurchase at 101% of principal plus accrued interest.
- Amendment No. 3 to the existing Credit Agreement was executed to permit this new indebtedness.
Pagaya Technologies Ltd. announced the pricing of a $500 million offering of 8.875% senior unsecured notes due 2030, an increase from the previously planned $450 million due to strong demand. The proceeds are intended to repay existing credit facilities and secured borrowings, with the remainder for general corporate purposes.
🚩 Red Flags
- High interest rate (8.875%) on senior unsecured notes suggests the market is pricing in significant credit risk.
📋 Key Facts
- Offering size: $500 million aggregate principal amount (increased from $450 million).
- Interest rate: 8.875% per annum, payable semi-annually.
- Maturity date: August 1, 2030.
- Expected net proceeds: Approximately $491 million after expenses.
- Use of proceeds: Repay all amounts under existing credit facilities, repay ~$100 million in secured borrowings, and general corporate purposes.
- Settlement date: Scheduled for July 28, 2025.
- Nature of offering: Private offering to qualified institutional buyers (Rule 144A).
Pagaya Technologies Ltd. announced its intent to launch a private offering of $450 million in unsecured senior notes due 2030. The proceeds are primarily earmarked for debt refinancing and general corporate purposes.
🚩 Red Flags
- Significant debt issuance ($450M) increases total leverage on the balance sheet.
📋 Key Facts
- Issuer: Pagaya US Holding Company LLC (wholly owned subsidiary).
- Offering Amount: $450 million aggregate principal amount.
- Security Type: Unsecured senior notes due 2030.
- Target Audience: Qualified institutional buyers (QIBs) who are also qualified purchasers.
- Use of Proceeds: Repay all amounts under existing credit facilities, repay $75 million in secured borrowings, and general corporate purposes.
- Guarantee: Fully and unconditionally guaranteed by Pagaya and its subsidiaries that are guarantors under the existing credit agreement.
Pagaya Technologies Ltd. announced preliminary unaudited financial results for Q2 2025 and disclosed significant changes in its regulatory status, including the loss of 'emerging growth company' and 'foreign private issuer' statuses.
🚩 Red Flags
- Increased regulatory compliance burden due to loss of emerging growth company status (Section 404(b) auditor attestation required).
📋 Key Facts
- Issued preliminary estimated unaudited financial results for the three months ended June 30, 2025.
- Aggregate market value of non-affiliate shares exceeded $700 million as of the end of Q2 2025.
- Will transition from 'emerging growth company' to 'large accelerated filer' effective December 31, 2025.
- Will no longer be exempt from Section 404(b) Sarbanes-Oxley auditor attestation requirements starting in fiscal year 2025.
- Ceased being a 'foreign private issuer' (FPI) as of June 30, 2025, and will comply with U.S. domestic issuer rules.
- Officers/directors subject to Section 16 'short-swing' profit recovery provisions starting January 1, 2026.
Pagaya Technologies Ltd. reported the final voting results from its Annual General Meeting of Shareholders held on June 9, 2025. The meeting included elections for directors, re-appointment of auditors, and advisory votes on executive compensation.
📋 Key Facts
- Annual General Meeting (AGM) was held on June 9, 2025.
- Five directors (Gal Krubiner, Avital Pardo, Yahav Yulzari, Alison Davis, and Asheet Mehta) were elected to the Board.
- The independent registered public accounting firm was re-appointed with significant majority support (158,177,412 votes 'For').
- Shareholders approved a framework for 2025 bonuses for executive officers who are also directors.
- Shareholders provided advisory (non-binding) approval of compensation for named executive officers.
Pagaya Technologies Ltd. filed an 8-K to announce its financial results for the quarter ended March 31, 2025 and released a shareholder letter.
📋 Key Facts
- Report date: May 7, 2025
- Reporting period: Quarter ended March 31, 2025
- The filing includes a press release (Exhibit 99.1) and a shareholder letter (Exhibit 99.2)
- Information in exhibits is not deemed 'filed' for purposes of Section 18 of the Exchange Act
Pagaya Technologies Ltd. filed an 8-K to announce that it has updated the investor frequently asked questions (FAQs) on its corporate website. This is a routine disclosure under Regulation FD.
📋 Key Facts
- The company updated its 'Investor FAQs' located in the Investor Relations section of its website.
- The filing was made on March 3, 2025.
- The update is provided pursuant to Item 7.01 (Regulation FD Disclosure).
Pagaya Technologies Ltd. filed an 8-K to announce its financial results for the quarter and fiscal year ended December 31, 2024. The filing also notes a corporate headquarters relocation that occurred in January 2025.
📋 Key Facts
- Announced financial results for the quarter and fiscal year ended December 31, 2024 via press release (Exhibit 99.1).
- Released a letter to shareholders regarding the FY2024 results (Exhibit 99.2).
- Relocated corporate headquarters to 335 Madison Avenue, 16th Floor, New York, NY on January 27, 2025.
- The company is an emerging growth company.
Pagaya Technologies Ltd. announced significant changes to its Board of Directors, including the election of two new independent directors and the resignation of two existing board members.
🚩 Red Flags
- None identified; resignations were explicitly stated as not being due to disagreements.
📋 Key Facts
- Asheet Mehta elected as an independent director, effective December 19, 2024; former Senior Partner at McKinsey & Company.
- Alison Davis elected as an independent director, effective December 19, 2024; current Chairman/Managing Partner of Blockchain Coinvestors and former CFO of Barclays Global Investors.
- Mircea Ungureanu resigned from the Board, effective December 19, 2024.
- Nicole Torraco resigned from the Board, effective December 19, 2024.
- The company stated that neither resignation was due to any disagreement with the Company, its management, or the Board.
Pagaya Technologies Ltd. held its Annual General Meeting of Shareholders on December 11, 2024, resulting in the approval of several corporate governance amendments and director elections.
🚩 Red Flags
- Significant opposition noted in Proposal 8 regarding founder ownership thresholds (approx. 34% against), though it passed.
- Non-trivial 'Against' votes for CEO bonus framework and executive employment amendments, suggesting some shareholder dissatisfaction with compensation structures.
📋 Key Facts
- Shareholders approved the phased-in declassification of the Board of Directors.
- Approved amendments to Articles of Association regarding executive employment provisions.
- Approved adjustments to ownership thresholds for founders to prevent automatic conversion of Class B Ordinary Shares to Class A.
- Election of three Class II Directors: Avi Zeevi, Dan Petrozzo, and Tami Rosen.
- Re-appointment of the independent registered public accounting firm was approved by a significant majority (168,287,354 votes for).
- Shareholders gave advisory approval to executive compensation packages.
Pagaya Technologies Ltd. announced the appointment of Cory Vieira as Chief Accounting Officer and principal accounting officer, effective December 2, 2024.
📋 Key Facts
- Cory Vieira appointed as Chief Accounting Officer (CAO) and principal accounting officer.
- Effective date: December 2, 2024.
- Compensation includes an annual base salary of $375,000.
- Includes a 2024 cash bonus of at least $150,000 (subject to clawback if resigning within one year).
- One-time cash bonus of $20,000 and additional equity grants to be determined by the Compensation Committee.
- Mr. Vieira brings experience from BHG Financial, American Express, GE Capital, and PwC.
Pagaya Technologies Ltd. filed an 8-K to announce its financial results for the quarter ended September 30, 2024 and issued a shareholder letter.
📋 Key Facts
- The filing is a routine announcement of quarterly financial results (Q3 2024).
- Results were announced on November 12, 2024.
- Includes a press release (Exhibit 99.1) and a shareholder letter (Exhibit 99.2).
Pagaya Technologies Ltd. announced the acquisition of 100% of Theorem Technology, Inc. as part of a strategic expansion. The deal involves an initial issuance of up to 505,602 Class A ordinary shares and potential contingent consideration based on net asset value thresholds.
🚩 Red Flags
- Potential dilution for existing shareholders through the issuance of up to 505,602 new Class A ordinary shares.
- Contingent consideration creates uncertainty regarding future share issuance and potential further dilution.
📋 Key Facts
- Acquisition of 100% of Theorem Technology, Inc. completed/announced around October 22-28, 2024.
- Initial consideration: Issuance of up to 505,602 Class A ordinary shares.
- Contingent consideration: Potential additional payment in Shares if Theorem's funds meet specific net asset value thresholds as of October 31, 2025.
- The issuance of shares is exempt from registration under Section 4(a)(2) of the Securities Act (non-public offering).
Pagaya Technologies Ltd. issued $160 million in 6.125% Exchangeable Senior Notes due 2029 to refinance high-cost debt and reduce interest expenses. The company expects the move to result in a $30 million reduction in annual cash interest expense and achieve annualized positive cash flow.
🚩 Red Flags
- Exchangeable nature of notes introduces potential dilution to existing shareholders if stock price triggers exchange conditions.
- The company is actively restructuring debt, indicating a need for improved cash flow management (though the goal is positive cash flow).
- Termination of an existing ordinary shares purchase agreement with B. Riley Principal Capital II, LLC.
📋 Key Facts
- Issued $160 million aggregate principal amount of 6.125% Exchangeable Senior Notes due 2029 via Pagaya US Holding Company LLC.
- Notes are exchangeable for Class A Ordinary Shares at an initial price of approximately $13.99 per share (71.4669 shares per $1,000 principal).
- Proceeds intended to repay higher-cost debt and reduce interest expense by ~$30 million annually.
- The notes are senior, unsecured obligations of Pagaya US and the Company.
- Includes a $20 million over-allotment option exercised by initial purchasers.
Pagaya Technologies Ltd. announced a $125 million offering of Exchangeable Senior Notes due 2029 and received a commitment for a $100 million incremental term loan. The company intends to use these proceeds to refinance high-interest secured borrowings to reduce cash interest expense by approximately $30 million.
🚩 Red Flags
- Refinancing of 'high interest rate' secured borrowings indicates previous heavy reliance on expensive debt.
- The offering is via a wholly owned subsidiary (Pagaya US Holding Company LLC) and the Notes are expected to be guaranteed by the parent, indicating complex capital structure.
📋 Key Facts
- Commenced an offering of $125 million in aggregate principal amount of Exchangeable Senior Notes due 2029 via Pagaya US Holding Company LLC.
- The Notes include an option for initial purchasers to purchase up to an additional $18.75 million in Notes.
- Received a commitment for a $100 million incremental term loan maturing in 2029.
- Expected to reduce cash interest expense by approximately $30 million through refinancing high-interest secured borrowings.
- The company expects these transactions, alongside cost reductions, to accelerate the path to being cash flow positive on an annualized basis.
Pagaya Technologies entered into a Warrant Agreement with an affiliate of Castlelake on September 13, 2024. The agreement grants warrants as consideration for Castlelake's funding commitments under a previously announced forward flow arrangement.
🚩 Red Flags
- Significant potential dilution: The issuance of up to 2.5% of total shares outstanding via warrants represents a notable dilutive event for existing shareholders.
- Extremely low exercise price ($0.01) makes these warrants highly sensitive to share price movements and provides immediate value to the counterparty upon exercise.
📋 Key Facts
- Warrants to be issued monthly upon meeting minimum loan commitment amounts.
- Issuance amount: Up to 1.2275% of total shares outstanding (fully diluted) per month.
- Maximum potential issuance: Up to 2.5% of total shares outstanding (fully diluted).
- Exercise price: $0.01 per Class A Ordinary Share.
- Warrants are immediately exercisable and expire in ten years.
- Issuance is exempt from registration under Section 4(a)(2) of the Securities Act.
Pagaya Technologies Ltd. announced the resignation of Scott Bower as Principal Accounting Officer, effective September 20, 2024. Nam Woo Kim, currently VP of Accounting and Financial Reporting, will serve as interim principal accounting officer until a permanent successor is found.
🚩 Red Flags
- Departure of a key financial officer (Principal Accounting Officer) can create temporary administrative gaps in reporting oversight.
📋 Key Facts
- Scott Bower resigned as Principal Accounting Officer on September 10, 2024; effective date is September 20, 2024.
- The company stated the departure is not due to any disagreement regarding financial statements, internal controls, or accounting practices.
- Nam Woo Kim (VP of Accounting and Financial Reporting) appointed as interim Principal Accounting Officer.
- The company has engaged an executive recruiting firm to search for a permanent successor.
Pagaya Technologies Ltd. filed an 8-K to announce its second quarter financial results for the period ended June 30, 2024. The filing includes a press release and a shareholder letter as exhibits.
📋 Key Facts
- Report date: August 9, 2024
- Reporting period: Second Quarter ended June 30, 2024
- The company released financial results via Exhibit 99.1 (Press Release)
- The company released a shareholder letter via Exhibit 99.2
Pagaya Technologies Ltd. announced a new forward flow arrangement with Castlelake, a global alternative investment manager. The agreement allows for the funding of up to $1 billion in personal loan purchases.
📋 Key Facts
- Entered into a forward flow arrangement with Castlelake on August 9, 2024.
- The arrangement is designed to fund up to $1 billion in purchases of personal loans.
- Castlelake is described as a global alternative investment manager.
Pagaya Technologies Ltd. announced an agreement to acquire Theorem Technology, Inc., a consumer credit funds manager, on July 30, 2024.
📋 Key Facts
- Agreement entered into on July 30, 2024, to purchase Theorem Technology, Inc.
- Theorem Technology is described as a leading consumer credit funds manager.
- The acquisition aims to grow Pagaya's fund management business and provide Theorem's funds access to Pagaya's network.
Pagaya Technologies announced efficiency initiatives, including a workforce reduction, aimed at streamlining operations and achieving positive net cash flow. The company raised its full-year 2024 Adjusted EBITDA outlook to $160 million - $200 million.
🚩 Red Flags
- Workforce reduction indicates a need for operational streamlining/cost cutting.
📋 Key Facts
- Announced workforce reduction as part of efficiency initiatives.
- Anticipated annualized gross cost savings of approximately $25 million.
- Raised full-year 2024 Adjusted EBITDA outlook to a range of $160 million to $200 million (up by $10 million).
- Goal is to reach positive net cash flow and enhance profitability.
- No changes were made to the full-year 2024 outlook for network volume or total revenue.
Pagaya Technologies Ltd. filed an 8-K to announce the release of its preliminary financial results and a shareholder letter for the first quarter ended March 31, 2024.
📋 Key Facts
- Report date: May 9, 2024
- Reporting period: Q1 ended March 31, 2024
- The filing includes preliminary financial results (Exhibit 99.1) and a shareholder letter (Exhibit 99.2)
- Information in exhibits is provided under Regulation FD and is not considered 'filed' for purposes of Section 18 of the Exchange Act.
Pagaya Technologies Ltd. announced a change in its Board of Directors effective April 8, 2024. Amy Pressman has resigned from the Board for personal reasons, and Tami Rosen has been appointed to fill the vacancy.
🚩 Red Flags
- Board vacancy created by resignation (though noted as due to personal reasons and supported by the departing director).
📋 Key Facts
- Amy Pressman resigned from the Board of Directors effective April 8, 2024, citing personal reasons.
- Tami Rosen was appointed to the Board to fill the vacancy created by Ms. Pressman's resignation.
- Ms. Rosen is transitioning from her role as Chief People Officer to a new role within the Company while joining the Board.
- No related-party transactions under Item 404(a) of Regulation S-K were reported for this appointment.
Pagaya Technologies Ltd. is announcing its transition from reporting as a foreign private issuer to voluntarily filing on U.S. domestic issuer forms (10-K, 10-Q, and 8-K). This move aims to increase transparency and improve the likelihood of inclusion in U.S. equity indices.
📋 Key Facts
- Company will transition from Form 20-F/6-K reporting to domestic forms (Form 10-K, 10-Q, and 8-K).
- Officers, directors, and 10% shareholders will begin reporting on Forms 3, 4, and 5.
- Transition follows a previous announcement made on January 16, 2024.
- The CEO, President/Chairman, two co-founders, and another executive recently purchased approximately $2,000,000 of Class A ordinary shares.