Pagaya Technologies .(PGY) - 2025 Q2 - Quarterly Results

Form 8-K Current Report This report details Pagaya Technologies Ltd.'s preliminary Q2 2025 financial results and changes in regulatory status Item 2.02. Results of Operations and Financial Condition Pagaya Technologies Ltd. announced preliminary unaudited Q2 2025 financial results, noting these figures are subject to finalization - The company issued a press release on July 17, 2025, detailing preliminary unaudited financial results for Q2 2025[4] - These preliminary financial results are subject to revision pending finalization of Q2 financial statements[4] - Information under this item, including the press release, is considered furnished, not filed, under Section 18 of the Securities Exchange Act of 1934[5] Item 8.01 Other Events This section details the company's loss of 'emerging growth company' and 'foreign private issuer' statuses, increasing SEC compliance requirements Emerging Growth Company Status The company will lose its 'emerging growth company' status by December 31, 2025, becoming a 'large accelerated filer' subject to SOX 404(b) auditor attestation - The company will lose its emerging growth company status effective December 31, 2025[6] - This change is due to the aggregate market value of non-affiliate common stock exceeding $700 million in Q2 2025[6] - Consequently, the company will become a large accelerated filer and must comply with Sarbanes-Oxley Section 404(b) auditor attestation for fiscal year 2025[6] Foreign Private Issuer Status As of June 30, 2025, the company no longer qualifies as a 'foreign private issuer,' subjecting insiders to Section 16 'short-swing' profit rules from January 1, 2026 - The company no longer meets the criteria for foreign private issuer (FPI) status as of June 30, 2025[7] - Voluntary filing on U.S. domestic issuer forms since 2024 means no material adjustments are required[7] - Effective January 1, 2026, insiders will be subject to Section 16 'short-swing' profit recovery provisions of the Exchange Act[7] Item 9.01. Financial Statements and Exhibits This section lists exhibits filed with the Form 8-K, primarily the press release detailing preliminary Q2 2025 financial results Exhibits Filed | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release, dated July 17, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |