Sec Form 3 Filing - Rosen Tami @ Pagaya Technologies Ltd. - 2024-04-08

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Rosen Tami 2. Issuer Name and Ticker or Trading Symbol Pagaya Technologies Ltd. [ PGY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief People Officer (Last) (First) (Middle) 90 PARK AVE 3. Date of Earliest Transaction (MM/DD/YY) 04/08/2024 (Street) NEW YORK, NY10016 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Ordinary Share ( 1 ) 18,818 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Incentive Stock Option (right to buy) $ 51.36 ( 2 ) 12/29/2031 Class A Ordinary Share 2,920 D Incentive Stock Option (right to buy) $ 10.68 ( 3 ) 03/17/2031 Class A Ordinary Share 237,463 D Incentive Stock Option (right to buy) $ 10.68 ( 3 ) 06/27/2031 Class A Ordinary Share 28,028 D Incentive Stock Option (right to buy) $ 51.36 ( 4 ) 12/29/2031 Class A Ordinary Share 389 D Non-Qualified Stock Option (right to buy) $ 51.36 ( 4 ) 12/29/2031 Class A Ordinary Share 21,994 D Non-Qualified Stock Option (right to buy) $ 12.24 ( 4 ) 02/24/2033 Class A Ordinary Share 7,460 D Non-Qualified Stock Option (right to buy) $ 51.36 ( 5 ) 12/29/2031 Class A Ordinary Share 7,590 D Non-Qualified Stock Option (right to buy) $ 12.24 ( 6 ) 02/24/2033 Class A Ordinary Share 8,174 D Restricted Stock Unit $ 0 ( 7 ) ( 7 ) Class A Ordinary Share 62,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rosen Tami 90 PARK AVE NEW YORK, NY10016 Chief People Officer Signatures /s/ Tami Rosen 04/09/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents total shares prior to the acquisition of shares on April 5, 2024. ( 2 )2/5th, 1/5th and 2/5th of the shares subject to the option shall become vested and exercisable on March 31, 2025, June 30, 2025 and March 31, 2026, respectively. ( 3 )Became fully vested and exercisable on February 29, 2024. ( 4 )Subject to both time-based vesting and performance-based vesting conditions.Time-based vesting condition: 1/4th of the shares subject to the option became vested on March 31, 2023, and 1/4th of the shares subject to the option shall become vested every twelve months thereafter.Performance-based vesting condition: 1/2nd of the shares subject to the option became vested on June 22, 2022, 1/3rd of the shares subject to the option became vested on August 21, 2022, and the remainder of the shares subject to the option shall become vested with the attainment of meeting the remaining performance goal specified in the option agreement. ( 5 )1/7th of the shares subject to the option became vested and exercisable on March 31, 2024, 1/7th of the shares subject to the option shall become vested and exercisable every three months thereafter. ( 6 )Became fully vested and exercisable on December 31, 2023. ( 7 )1/4th of the total 125,000 restricted stock units initially subject to this award vested on each of October 31, 2023 and January 31, 2024, and 1/8th of the total units initially subject to this award vest every three months thereafter.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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