Pagaya Technologies Ltd. Files 20-F Annual Report for Fiscal Year 2023

TL;DR

<b>Pagaya Technologies Ltd. has submitted its 20-F annual report detailing its 2023 fiscal year performance and financial standing.</b>

AI Summary

Pagaya Technologies Ltd. (PGYWW) filed a Foreign Annual Report (20-F) with the SEC on March 8, 2024. Pagaya Technologies Ltd. filed its 20-F annual report for the fiscal year ended December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal executive offices are located at Azrieli Sarona Bldg, 54th Floor, Derech Menachem Begin 121, Tel-Aviv. The filing includes data related to common stock, preferred stock, and warrants. Financial data points such as accounts and other receivables net current are referenced.

Why It Matters

For investors and stakeholders tracking Pagaya Technologies Ltd., this filing contains several important signals. This 20-F filing provides a comprehensive overview of Pagaya's financial position and business operations for the fiscal year 2023, crucial for investors assessing the company's performance and outlook. The detailed financial disclosures within the 20-F are essential for understanding the company's capital structure, including various classes of stock and warrants, and its overall financial health.

Risk Assessment

Risk Level: medium — Pagaya Technologies Ltd. shows moderate risk based on this filing. The filing is a standard annual report (20-F) which typically contains a broad range of financial and operational information, but lacks specific forward-looking guidance or significant new disclosures that would strongly indicate a bullish or bearish sentiment on its own.

Analyst Insight

Review the detailed financial statements and risk factors within the 20-F filing to understand Pagaya's performance and potential challenges in fiscal year 2023.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report.)
• 2024-03-08 — Filing Date (Date the 20-F was filed.)
• 0001883085 — Central Index Key (Unique identifier for the filer.)
• 001-41430 — SEC File Number (SEC's file number for the company.)

Key Players & Entities

• Pagaya Technologies Ltd. (company) — Filer of the 20-F report.
• 20-F (filing) — Form type filed by Pagaya Technologies Ltd.
• 20231231 (date) — Conformed period of report.
• 20240308 (date) — Filing date.
• Azrieli Sarona Bldg, 54th Floor, Derech Menachem Begin 121, Tel-Aviv (address) — Business and mailing address of Pagaya Technologies Ltd.

FAQ

Industry Context

Pagaya Technologies Ltd. operates in the finance services sector, specifically within the realm of technology-enabled financial solutions.

Regulatory Implications

As a foreign private issuer, Pagaya Technologies Ltd. files an annual report on Form 20-F with the SEC, which is a comprehensive disclosure document.

What Investors Should Do

1. Analyze the financial statements and disclosures within the 20-F for fiscal year 2023.
2. Review any risk factors or management discussion and analysis sections for insights into the company's outlook.
3. Compare key financial metrics to previous periods if available in the filing to identify trends.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 20-F.
• 2024-03-08: Filing Date — Date Pagaya Technologies Ltd. submitted its 20-F annual report.

Year-Over-Year Comparison

This is the 20-F filing for the fiscal year 2023, providing an annual overview of the company's financial performance and operations.

Key Financial Figures

• $10 — Ordinary Shares at a price per share of $10.00, for an aggregate purchase price of
• $200 million — or an aggregate purchase price of up to $200 million. " EJFA " refers to EJF Acquisition C
• $0.0001 — the class A ordinary shares, par value $0.0001 per share, of EJFA. " EJFA Class B Or
• $10.00 — aya Ordinary Share will have a value of $10.00 per share immediately following the Cap

Filing Documents

• pgy-20231231.htm (20-F) — 3307KB
• exhibit29descriptionofsecu.htm (EX-2.9) — 121KB
• exhibit81listofsubsidiaries.htm (EX-8.1) — 29KB
• exhibit121ceocertification.htm (EX-12.1) — 9KB
• exhibit122cfocertification.htm (EX-12.2) — 9KB
• exhibit131ceocertification.htm (EX-13.3) — 5KB
• exhibit132cfocertification.htm (EX-13.4) — 5KB
• exhibit151auditorconsent.htm (EX-15.1) — 5KB
• exhibit971clawbackpolicyfi.htm (EX-97.1) — 41KB
• image.jpg (GRAPHIC) — 89KB
• pgy-20231231_g1.jpg (GRAPHIC) — 90KB
• pgy-20231231_g2.jpg (GRAPHIC) — 196KB
• pgy-20231231_g3.jpg (GRAPHIC) — 14KB
• 0001883085-24-000022.txt (&nbsp;) — 15118KB
• pgy-20231231.xsd (EX-101.SCH) — 82KB
• pgy-20231231_cal.xml (EX-101.CAL) — 125KB
• pgy-20231231_def.xml (EX-101.DEF) — 595KB
• pgy-20231231_lab.xml (EX-101.LAB) — 993KB
• pgy-20231231_pre.xml (EX-101.PRE) — 805KB
• pgy-20231231_htm.xml (XML) — 1929KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No Table of Contents CONTENTS Page INTRODUCTION ii SELECTED DEFINITIONS ii SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS vii RISK FACTOR SUMMARY vii PART I 1

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1

KEY INFORMATION

ITEM 3. KEY INFORMATION 1

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 56

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 67

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 67

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 86

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 103

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 110

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 111

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 111

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 120

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 121 PART II 121

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 121

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 121

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 121

[RESERVED]

ITEM 16. [RESERVED] 122

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 122

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 123

PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES 123

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 123

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 124

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 124

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 124

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 124

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 124

J . INSIDER TRADING POLICIES

ITEM 16 J . INSIDER TRADING POLICIES 124

K . CYBER SECURITY

ITEM 16 K . CYBER SECURITY 124 PART III 125

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 126

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 126

EXHIBITS

ITEM 19. EXHIBITS 126

SIGNATURES

SIGNATURES 129 INDEX F- 1 i Table of Contents INTRODUCTION In this annual report (this "Annual Report"), references to "we," "us," "our," "our business," "the Company," "Pagaya" and similar references refer to Pagaya Technologies Ltd., together with its consolidated subsidiaries as a consolidated entity. This Annual Report includes other statistical, market and industry data and forecasts which we obtained from publicly available information and independent industry publications and reports that we believe to be reliable sources. These publicly available industry publications and reports generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy or completeness of the information. Additionally, this Annual Report contains estimates, projections and other information concerning our industry and our business, as well as data regarding market research, estimates and forecasts prepared by our management. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings "Special Note Regarding Forward-Looking Statements" and "Item 3.D.—Risk Factors" in this Annual Report. SELECTED DEFINITIONS " 2016 Plan " refers to the 2016 Equity Incentive Plan of Pagaya and Stock Option Sub-Plan for United States Persons thereunder. " 2021 Plan " refers to the 2021 Equity Incentive Plan of Pagaya and the Stock Option Sub-Plan for United States Persons thereunder. " 2021 Credit Facility " refers to a Credit Agreement, dated as of December 23, 2021, by and among Pagaya Technologies Ltd., the lenders from time to time party thereto a

View Full Filing

View this 20-F filing on SEC EDGAR