Pagaya Announces Pricing of 7,500,000 Class A Ordinary Shares

Pagaya Technologies Ltd. (NASDAQ: PGY) (“Pagaya,” the “Company” or “we”), a global technology company delivering artificial intelligence infrastructure for the financial ecosystem, today announced that it has priced an underwritten public offering (the “Offering”) of 7,500,000 Class A ordinary shares, no par value (“Class A Ordinary Shares”) at a public offering price of $12.70. The Company granted the underwriters a 30-day option to purchase up to 1,125,000 additional Class A Ordinary Shares. The gross proceeds to the Company from the Offering are expected to be approximately $95 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for general corporate purposes and to support future growth, which may include working capital expenses and associated investments. The Offering is expected to close on March 18, 2024, subject to market and other conditions.

Citigroup and Jefferies are active joint book-running managers of the Offering. Keefe, Bruyette & Woods, A Stifel Company is a book-runner of the Offering. B. Riley Securities and The Benchmark Company are acting as co-managers of the Offering.

The Offering is being made pursuant to an effective shelf registration statement on Form F-3, filed with the Securities and Exchange Commission (“SEC”) on October 4, 2023, with an effective date of October 16, 2023. The Offering will be made only by means of a prospectus supplement and the accompanying prospectus. A preliminary prospectus supplement was filed with the SEC on March 13, 2024. The final prospectus supplement relating to and describing the terms of the Offering will be filed with the SEC and will be available on the SEC’s website. Before investing, prospective investors should read the prospectus, the prospectus supplement and the documents incorporated by reference therein for more complete information about the Company and the Offering. These documents may be obtained for free by visiting the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying prospectus, when available, may be obtained from: Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 1-800-831-9146; or from Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, or by telephone at [phone] or by email at [e-mail].