Date of report (Date of earliest event reported): August 17, 2026
Commission File Number: 001-41430
Pagaya Technologies Ltd.
(Exact name of registrant as specified in its charter)
Israel
98-1704718
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
335 Madison Ave, 16th Floor
New York, New York
10017
(Address of principal executive offices)
(Zip Code)
(646) 710-7714
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Ordinary Shares, no par value
PGY
The NASDAQ Stock Market LLC
Warrants to purchase Class A Ordinary Shares
PGYWW
The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual General Meeting of Shareholders on August 17, 2026. Below are the final voting results. For more information on the following proposals, see the Company’s Proxy Statement dated July 6, 2026.
(1)ELECTION OF DIRECTORS
DIRECTOR NOMINEE
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
Gal Krubiner
130,371,453
342,907
64,491
22,265,220
Avital Pardo
130,265,581
448,680
64,590
22,265,220
Yahav Yulzari
130,260,031
454,687
64,133
22,265,220
Avi Zeevi
120,658,756
9,904,259
215,836
22,265,220
Alison Davis
130,356,667
358,442
63,742
22,265,220
Jason Gardner
129,892,670
820,150
66,031
22,265,220
Harvey Golub
130,085,632
626,491
66,728
22,265,220
Asheet Mehta
130,312,027
386,855
79,969
22,265,220
Dan Petrozzo
130,391,236
305,678
81,937
22,265,220
Tami Rosen
128,442,201
2,271,173
65,477
22,265,220
(2)RE-APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR
152,794,384
AGAINST
175,272
ABSTAIN
74,415
(3)APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
FOR
127,798,789
AGAINST
2,848,649
ABSTAIN
131,413
BROKER NON-VOTES
22,265,220
(4)APPROVAL OF THE 2026 BONUS CALCULATION FRAMEWORK FOR THE COMPANY’S MANAGEMENT DIRECTORS
The voting results for Items 4(a) and 4(b) reflect the Special Majority (as defined in the Proxy Statement).
(a)Mr. Krubiner
FOR
81,667,434
AGAINST
2,547,090
ABSTAIN
132,911
BROKER NON-VOTES
22,265,220
(b)Mr. Pardo and Mr. Yulzari
FOR
61,004,213
AGAINST
2,647,592
ABSTAIN
133,016
BROKER NON-VOTES
22,265,220
(5)RATIFICATION OF PRIOR COMPENSATION ACTIONS FOR THE COMPANY’S MANAGEMENT DIRECTORS
The voting results for Items 5(a), 5(b) and 5(c) reflect the Special Majority (as defined in the Proxy Statement).
(a)Mr. Krubiner
FOR
80,547,731
AGAINST
3,670,583
ABSTAIN
129,121
BROKER NON-VOTES
22,265,220
(b)Mr. Pardo and Mr. Yulzari
FOR
59,874,550
AGAINST
3,822,490
ABSTAIN
87,781
BROKER NON-VOTES
22,265,220
(c)Ms. Rosen
FOR
126,561,259
AGAINST
4,083,432
ABSTAIN
86,672
BROKER NON-VOTES
22,265,220
(6)APPROVAL OF THE COMPENSATION FOR THE COMPANY’S MANAGEMENT DIRECTORS FOR THE YEARS 2027-2029
The voting results for Items 6(a) and 6(b) reflect the Special Majority (as defined in the Proxy Statement).
(a)Mr. Krubiner
FOR
81,347,768
AGAINST
2,851,737
ABSTAIN
147,930
BROKER NON-VOTES
22,265,220
(b)Mr. Pardo and Mr. Yulzari
FOR
60,734,676
AGAINST
2,897,928
ABSTAIN
152,217
BROKER NON-VOTES
22,265,220
(7)APPROVAL OF CERTAIN CHANGES TO THE CASH COMPENSATION FOR THE COMPANY’S NON-EMPLOYEE DIRECTORS
FOR
130,171,492
AGAINST
439,384
ABSTAIN
167,975
BROKER NON-VOTES
22,265,220
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.