Pagaya Technologies Ltd. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed on December 5, 2025, by Pagaya Technologies Ltd. The filing serves two primary purposes: to announce the expected filing of a new registration statement on Form S-3SAR to satisfy obligations under a Registration Rights Agreement for outstanding warrants issued in 2022, and to present retrospective financial information.
The financial disclosures included in this filing relate to the fiscal years ended December 31, 2024, and 2023, originally reported in the Company's 2024 Form 10-K filed on March 12, 2025.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it references Exhibit 99.1, which contains revised consolidated financial statements and an unclassified balance sheet presentation for the years ended December 31, 2024, and 2023. The filing explicitly states that it does not update information regarding developments, transactions, or risks that have arisen since the March 12, 2025, filing of the 2024 Form 10-K.
Material Changes
The material change disclosed is the retrospective update of the balance sheet presentation to an unclassified format for the years ended December 31, 2024, and 2023. The Company clarifies that this filing is not an amendment to the 2024 Form 10-K nor a restatement of the consolidated financial statements included therein, but rather a presentation change required for the new registration statement.
Guidance, Outlook, and Risks
The filing does not contain new management guidance, outlook, or commentary on future performance. It explicitly notes that the document does not purport to update for any new trends, events, or uncertainties arising since the 2024 Form 10-K. Investors are directed to read this Form 8-K in conjunction with the 2024 Form 10-K and subsequent SEC filings for current risk factors and developments.
Key Facts for Investor Verification
- Verify the specific financial figures in Exhibit 99.1, as this 8-K only references the revised unclassified balance sheet without listing the numbers in the text.
- Confirm the status of the outstanding warrants issued in 2022 that are being registered under the new Form S-3SAR.
- Review the original 2024 Form 10-K (filed March 12, 2025) for the most recent comprehensive risk factors and operational updates, as this filing does not supersede that information.
- Note that the filing is procedural regarding the registration of securities and does not indicate an immediate offering or sale of securities.