Pagaya Technologies Ltd-A 2024年度报告

FORM10-K(Mark One) For the fiscal year endedDecember 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number001-41430 Pagaya Technologies Ltd.(Exact name of Registrant as specified in its charter) 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 Securities Exchange Act of1934 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 suchfiling 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 submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew 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 effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared 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 the registrant included inthe 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-based compensationreceived 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 February 28, 2025, the registrant had62,646,028Class A Ordinary Shares, no par value, outstanding and12,652,310Class B Ordinary Shares,no par value, outstanding, and5,000,000Series A Preferred Shares, no par value, outstanding. Share amounts on this cover page and throughout thisReport have been updated, as appropriate, to reflect the Company’s reverse share split, effective March 8, 2024. The aggregate market value of the voting Class A Ordinary Shares by non-affiliates of the registrant as of June 30, 2024, the last business day of theregistrant’s most recently completed second fiscal quarter, was $494,915,421, based on the closing price reported for such date on the NASDAQ.Shares of the registrant’s Class A Ordinary Shares held by each executive officer, director and holder of 10% or more of the outstanding commonstock have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that certain personsare affiliates of the registrant for any other purpose. Table ofContents CONTENTS PageIntroductioniiSelected DefinitionsiiSpecial Note Regarding Forward-Looking StatementsviPart I1Item 1. Business1Risk Factor Summary8Item 1A. Risk Factors10Item 1B. Unresolved Staff Comments64Item 1C. Cybersecurity64Item 2. Properties65Item 3. Legal Proceedings65Item 4. Mine Safety Disclosures65Part II66Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities66Item 6. [Reserved]66Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations66Item 7A. Quantitative and Qualitative Disclosures About Market Risk84Item 8. Financial Statements and Supplementary Data85Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure85Item 9A. Controls and Procedures85Item 9B. Other Information86Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections94Part III94Item 10. Directors, Executive Officers and Corporate Governance94Item 11. E