Pagaya Technologies Ltd.

Pagaya Technologies Ltd. is a product-focused technology company that deploys sophisticated data science and proprietary, AI-powered technology to enable better outcomes for financial institutions, their existing and potential customers, and institutional or sophisticated investors. The company was founded in 2016 and is organized under the laws of the State of Israel, with its corporate headquarters located at 335 Madison Ave, New York, NY 10017. Pagaya’s mission is to deliver more financial opportunity to more people, more often by becoming the trusted lending technology partner for the consumer finance ecosystem, with an expansive product suite that serves lenders and institutional investors, fueled by effective and efficient capital and risk management. Since its inception, the network has processed more than $3.6 trillion in loan applications across consumer credit asset classes. The business began in personal loans and has expanded to auto loans, point-of-sale, and single-family rental operations.

Pagaya’s product ecosystem has expanded beyond its foundational decline monetization capability into a comprehensive, multi-product platform. The suite of products is categorized by asset class and function, including Personal Loan, Auto Loan, and Point-of-Sale offerings. Specific products include Decline Monetization, which allows Partners to automatically send rejected loan applications to the network for a "second look," Dual Look, which assesses applications concurrently with Partners in real time, First Look, which routes designated segments of loan applications for evaluation before the Partner reviews it, Affiliate Optimizer Engine, Direct Marketing Engine, and FastPass, which is designed to accelerate the transaction process. The company also operates Financing Vehicles, which are funds, securitization vehicles, and special purpose vehicles that offer financial instruments based on underlying assets originated by Partners through the network with the assistance of Pagaya’s AI technology.

The company’s growth strategies are centered on product-led growth, deepening and institutionalizing partner relationships, expanding the network to new enterprise lenders, and driving capital efficiency and sustainable profitability. Pagaya is focused on perfecting and expanding its suite of solutions to solve fundamental challenges for lenders, transitioning Partners from single-product users to multi-product Partners, and onboarding new high-potential Partners across core asset classes. The company is committed to building a through-the-cycle business capable of withstanding fluctuations in the macroeconomic environment by maintaining disciplined underwriting while diversifying funding sources to include asset-backed securitizations, forward flow agreements, and strategic private placements.

As of December 31, 2025, Pagaya had a total of 518 team members across the globe, none of whom are represented by a labor union or covered by a collective bargaining agreement. The company’s intellectual property portfolio as of December 31, 2025 included 10 registered and pending trademarks and one patent pending. Pagaya relies on trade secret laws, license agreements, and other contractual protections to protect its proprietary technology, and requires employees and independent contractors involved in development of intellectual property to enter into agreements acknowledging that all works created on the company’s behalf are its property.

For the fiscal year ended December 31, 2025, Pagaya reported revenue and other income of $1,301.4 million ¹, representing a 26% growth rate compared to $1,032.2 million for the year ended December 31, 2024 ². The company generated net income attributable to shareholders of $81.4 million ³ for 2025, compared to a net loss of $(401.4) million ⁴ for 2024. Adjusted EBITDA was positive $371.0 million ⁵ for 2025, compared to $210.4 million ⁶ for 2024. The Adjusted EBITDA increase reflects the impact of FRLPC improvement initiatives implemented in 2025 and disciplined cost management to improve operating efficiency and reduce vendor-related expenses.

Management’s forward-looking statements in the filing include expectations concerning the outlook for the business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance, and developments in the capital and credit markets. The company intends to continue to make investments to support business growth, and those investments along with the potential for more challenging macroeconomic conditions could negatively impact net income attributable to shareholders and Adjusted EBITDA. The company’s revenue growth rates have slowed and may continue to slow, or revenue may decline in future periods for reasons including slowing demand for AI technology offerings, increasing competition, a decrease in ability to access capital, increasing regulatory costs, adverse changes in the macroeconomic environment, and consumers’ ability to service their debt.

The company’s growth strategy for the next phase of development is centered on product-led growth, focusing on perfecting and expanding the suite of solutions such as Direct Marketing Engine, Affiliate Optimizer, and FastPass. Pagaya is focused on expanding relationships with existing Partners by transitioning them from single-product users to multi-product Partners through cross-selling additional products and features. The company is actively working to institutionalize these relationships through long-term agreements that establish stability and commitments around flow size, quality, and controls. Pagaya continues to onboard new, high-potential Partners across core asset classes of Personal Loans, Auto, and Point-of-Sale, with an onboarding pipeline that includes leading banks and fintechs.

Regarding capital allocation, on July 28, 2025, the company issued $500 million aggregate principal amount of 8.875% Senior Unsecured Notes due 2030 ⁷. In July 2025, the company fully paid off the outstanding principal balance under the Credit Agreement using the proceeds from the issuance of the 2030 Notes. On October 1, 2025, the company refinanced the Revolving Credit Facility by terminating the Credit Agreement and entering into a new three-year revolving credit facility with a syndicate of financial institutions, providing a committed borrowing capacity of $132 million ⁸. In December 2025, the company repurchased approximately $6.9 million in aggregate principal amount of the outstanding 2030 Notes in several open market transactions ⁹. In February 2026, the company repurchased an additional $7.4 million aggregate principal amount of the outstanding 2030 Notes ¹⁰, funded using cash from its balance sheet.

The filing identifies numerous material risks, including that the company is heavily dependent on its AI technology, and if it is unable to continue to improve the technology or if it does not operate as expected, the network may improperly evaluate products and growth prospects could be adversely affected. A limited number of Partners account for a substantial portion of Network Volume and Revenue, and if these Partners were to cease or limit operations with the company, business could be adversely affected. The company’s ability to raise capital from asset investors is vital, and five of the largest asset investors together contributed 46% of all ABS funding raised in 2025 ¹¹, compared to 54% of all ABS funding raised in 2024 ¹². The company has incurred U.S. GAAP net losses, with net income of $81.4 million ³ for 2025 and a net loss of $(401.4) million ⁴ for 2024, and may not be able to remain profitable in the future. The company faces risks related to its incorporation and location in Israel, including the ongoing conflict in the Middle East, which has not materially impacted business as of the date of the report but continues to create uncertainty. Regulatory risks include potential assertions that certain uses of AI technology leads to unintentional bias or discrimination, and the company could be deemed an investment company under the Investment Company Act, which would require burdensome compliance requirements.

The tone of management’s message emphasizes the company’s mission to deliver more financial opportunity to more people, more often, and the belief that this mission will be accomplished by becoming the trusted lending technology partner for the consumer finance ecosystem. Management’s forward-looking statements include expectations concerning the outlook for the business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance, and developments in the capital and credit markets. The three strategic priorities emphasized are accelerating product-led growth by perfecting and expanding the suite of solutions, deepening and institutionalizing partner relationships by transitioning Partners to multi-product users and establishing long-term agreements, and driving capital efficiency and sustainable profitability by maintaining disciplined underwriting while diversifying funding sources.