Pagaya Announces Strategic Actions to Enhance Marketability of its Stock, Strong Financial Outperformance in 4Q23 and FY23 - Seite 2

Voluntarily elect to file on U.S. domestic issuer forms, relocate global HQ to NYC

The Company is also announcing that, beginning with the Company’s earnings release for the quarter ending March 31, 2024 (expected to be issued in May 2024), it expects to begin filing on U.S. domestic issuer forms, including Forms 10-Q, 10-K, and 8-K, with the SEC on a voluntary basis as a foreign private issuer. Pagaya also plans to relocate its corporate headquarters to its current New York City office in the first quarter of 2024, as the U.S. is where it conducts its business, generates the majority of its revenue, and where all of its lending partners are domiciled. The Company believes these actions will further enhance transparency of its business and results and provide consistency and comparability with other U.S. public companies, while also increasing the likelihood of its inclusion in U.S. equity indices.

Plans for a Reverse Split of Ordinary Shares

Pagaya’s Board of Directors has approved a proposal, to be submitted to shareholders for approval at a special meeting, to authorize the Board to effect a reverse split of its ordinary shares. The reverse split proposal includes a proposed range between 1-for-10 and 1-for-15. The final ratio will be determined by the Board after shareholder approval.

The Company believes a reverse stock split will help facilitate a broader range of investment opportunities, including from potential strategic and/or institutional investors, as it allows the stock to exceed price thresholds for certain institutional investors and comply with minimum price criteria set forth by large U.S. equity indices.

Completion of the proposed Reverse Split is subject to market and other customary conditions, including obtaining shareholder approval. There are no assurances that the Reverse Split will be completed or that it will achieve its intended effects. Even after shareholder approval, the Board will reserve the right to elect not to proceed with the Reverse Split if it determines that implementing it is no longer in the best interests of the Company and its shareholders.

About Pagaya Technologies

Pagaya (NASDAQ: PGY) is a global technology company making life-changing financial products and services available to more people nationwide. By using machine learning, a vast data network and a sophisticated AI-driven approach, Pagaya provides comprehensive consumer credit and residential real estate solutions for its partners, their customers, and investors. Its proprietary API and capital solutions integrate into its network of partners to deliver seamless user experiences and greater access to the mainstream economy. Pagaya has offices in New York and Tel Aviv. For more information, visit pagaya.com.