Pagaya Technologies Ltd-A 2025年度报告

FORM 10-K/A(Amendment No. 1) (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File Number 001-41430 Pagaya Technologies Ltd.(Exact Name of Registrant as Specified in its Charter) Israel98-1704718(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.) 335 Madison Ave, 16th FloorNew York, New York10017(Address of Principal Executive Offices)(Zip Code) (646) 710-7714(Registrant's Telephone Number, Including Area Code) Securities registered or to be registered pursuant to Section 12(b) of the Act Securities registered or to be registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☒Large Accelerated Filer☐Accelerated Filer☐Non-accelerated Filer☐Emerging Growth Company☐Small Reporting Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of April 20, 2026, the registrant had 71,556,702 Class A Ordinary Shares, no par value, outstanding and 11,288,577 Class BOrdinary Shares, no par value, outstanding, and 2,027,147 Series A Preferred Shares, no par value, outstanding. The aggregate market value of the voting Class A Ordinary Shares by non-affiliates of the registrant as of June 30, 2025, the lastbusiness day of the registrant’s most recently completed second fiscal quarter, was $1,113,790,997, based on the closing price reportedfor such date on the NASDAQ. Shares of the registrant’s Class A Ordinary Shares held by each executive officer, director and holderof 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. Thiscalculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose. DOCUMENTS INCORPORATED BY REFERENCE None. EXPLANATORY NOTE Pagaya Technologies Ltd. (“Pagaya” or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) toamend its Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 2, 2026 (the“Original Report” or the “2025 Annual Report on Form 10-K”). This Amendment is being filed for the purpose of including theinformation required by Items 10 through 14 of Part III of Form 10-K (the “Part III Information”) not included in the OriginalReport. The Part III Information was previously omitted from the Original Report in reliance on