SCHEDULE 13D

CUSIP No.

M7S64L123

Name of reporting person

Oak HC/FT Partners II, L.P.

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,188,523.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,188,523.00

Aggregate amount beneficially owned by each reporting person

2,188,523.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

3.2 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Percentage calculated on the basis of (i) 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025 and (ii) 2,972,853 Class A Ordinary Shares converted from preferred shares and distributed by Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P.

SCHEDULE 13D

CUSIP No.

M7S64L123

Name of reporting person

Oak HC/FT Associates II, LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,188,523.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,188,523.00

Aggregate amount beneficially owned by each reporting person

2,188,523.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

3.2 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Percentage calculated on the basis of (i) 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025 and (ii) 2,972,853 Class A Ordinary Shares converted from preferred shares and distributed by Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P.

SCHEDULE 13D

CUSIP No.

M7S64L123

Name of reporting person

Oak HC/FT Partners V, L.P.

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,385,133.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,385,133.00

Aggregate amount beneficially owned by each reporting person

1,385,133.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

2.0 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Percentage calculated on the basis of (i) 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025, (ii) 1,385,133 preferred shares Oak HC/FT Partners V, L.P. has the right to convert to Class A Ordinary Shares, and (iii) 2,972,853 Class A Ordinary Shares converted from preferred shares and distributed by Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P.

SCHEDULE 13D

CUSIP No.

M7S64L123

Name of reporting person

Oak HC/FT Partners V-A, L.P.

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 335,996.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 335,996.00

Aggregate amount beneficially owned by each reporting person

335,996.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.5 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Percentage calculated on the basis of (i) 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025, (ii) 335,996 preferred shares Oak HC/FT Partners V-A, L.P. has the right to convert to Class A Ordinary Shares, and (iii) 2,972,853 Class A Ordinary Shares converted from preferred shares and distributed by Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P.

SCHEDULE 13D

CUSIP No.

M7S64L123

Name of reporting person

Oak HC/FT Partners V-B, L.P.

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 306,020.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 306,020.00

Aggregate amount beneficially owned by each reporting person

306,020.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.4 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Percentage calculated on the basis of (i) 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025, (ii) 306,020 preferred shares Oak HC/FT Partners V-B, L.P. has the right to convert to Class A Ordinary Shares, and (iii) 2,972,853 Class A Ordinary Shares converted from preferred shares and distributed by Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P.

SCHEDULE 13D

CUSIP No.

M7S64L123

Name of reporting person

Oak HC/FT Associates V, L.P.

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,027,149.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,027,149.00

Aggregate amount beneficially owned by each reporting person

2,027,149.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

2.9 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Percentage calculated on the basis of (i) 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025, (ii) 2,027,149 preferred shares Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P. have the right to convert to Class A Ordinary Shares, and (iii) 2,972,853 Class A Ordinary Shares converted from preferred shares and distributed by Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P.

SCHEDULE 13D

CUSIP No.

M7S64L123

Name of reporting person

Oak HC/FT GP V, LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,027,149.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,027,149.00

Aggregate amount beneficially owned by each reporting person

2,027,149.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

2.9 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Percentage calculated on the basis of (i) 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025, (ii) 2,027,149 preferred shares Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P. have the right to convert to Class A Ordinary Shares, and (iii) 2,972,853 Class A Ordinary Shares converted from preferred shares and distributed by Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P.

SCHEDULE 13D

CUSIP No.

M7S64L123

Name of reporting person

Ann H. Lamont

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,215,672.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,215,672.00

Aggregate amount beneficially owned by each reporting person

4,215,672.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

6.0 %

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

Percentage calculated on the basis of (i) 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025, (ii) 2,027,149 preferred shares Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P. have the right to convert to Class A Ordinary Shares, and (iii) 2,972,853 Class A Ordinary Shares converted from preferred shares and distributed by Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P.

SCHEDULE 13D

CUSIP No.

M7S64L123

Name of reporting person

Andrew W. Adams

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,215,672.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,215,672.00

Aggregate amount beneficially owned by each reporting person

4,215,672.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

6.0 %

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

Percentage calculated on the basis of (i) 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025, (ii) 2,027,149 preferred shares Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P. have the right to convert to Class A Ordinary Shares, and (iii) 2,972,853 Class A Ordinary Shares converted from preferred shares and distributed by Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P.

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Class A Ordinary Shares, no par value

(b)

Name of Issuer:

PAGAYA TECHNOLOGIES LTD.

(c)

Address of Issuer's Principal Executive Offices:

335 Madison Avenue, 16th Floor, New York, NEW YORK , 10017.

Item 1 Comment:

This Amendment No. 5 ("Amendment No. 5") amends the statement on Schedule 13D filed with the Securities and Exchange Commission on July 5, 2022, as amended by Amendment No. 1 on January 6, 2023, Amendment No. 2 on May 30, 2023, Amendment No. 3 on July 20, 2023 and Amendment No. 4 on February 21, 2024. This Amendment No. 5 relates to the Class A ordinary shares, no par value (the "Ordinary Shares"), of Pagaya Technologies Ltd., a company organized under the laws of the State of Israel (the "Issuer"), with its principal executive offices located at 335 Madison Ave, 16th Floor, New York, New York 10017.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4: On September 18, 2025, each of the Funds made a pro rata in-kind distribution of Ordinary Shares to its general partner and limited partners for no additional consideration in transactions exempt from the Securities Act of 1933 (each a "Share Distribution"). The number of Ordinary Shares distributed by the Funds were as follows: Fund II 3,284,484 Ordinary Shares; Fund V 2,077,698 Ordinary Shares; Fund V-A 503,993 Ordinary Shares; and Fund V-B 459,029 Ordinary Shares. Immediately prior to the Share Distributions, Fund V converted 2,031,325 Series A Preferred Shares to Ordinary Shares, Fund V-A converted 492,744 Series A Preferred Shares to Ordinary Shares, and Fund V-B converted 448,784 Series A Preferred Shares to Ordinary Shares. On September 18, 2025, of the Ordinary Shares distributed in the Share Distributions, 397,950 Ordinary Shares were distributed by Fund II to the Fund II General Partner and thereafter by the Fund II General Partner to its members, 78,653 Ordinary Shares were distributed by Fund V to the Fund V General Partner and thereafter by the Fund V General Partner to its partners, 1,014 Ordinary Shares were distributed by Fund V-A to the Fund V General Partner and thereafter by the Fund V General Partner to its partners, and 923 Ordinary Shares were distributed by Fund V-B to the Fund V General Partner and thereafter by the Fund V General Partner to its partners.

Item 5.

Interest in Securities of the Issuer

(a)

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 5 are incorporated herein by reference. Such information is based upon a total of 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025, Series A Preferred Shares that Reporting Persons currently have the right to convert to Ordinary Shares, and Ordinary Shares converted and distributed as described herein. Based upon the affiliations between the Reporting Persons, the Reporting Persons may be deemed to constitute a group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Such group may be deemed to be the beneficial owner of 4,215,672 Ordinary Shares, or 6.0% of the Ordinary Shares outstanding. The power to vote or direct the vote or to dispose or direct the disposition of the Ordinary Shares of the Funds reported herein is shared among each Fund and its General Partner. The control persons and investment committee members of the Fund II General Partner and the Fund V General Partner GP are Lamont and Adams.

(c)

Except as disclosed in Item 4, no Reporting Person has effected any transaction in the Ordinary Shares during the past 60 days.

(d)

Not applicable.

(e)

Not applicable.

Item 7.

Material to be Filed as Exhibits.

Exhibit A Joint Filing Agreement among Oak HC/FT Partners II, L.P., Oak HC/FT Associates II, LLC, Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P., Oak HC/FT Partners V-B, L.P., Oak HC/FT Associates V, L.P., Oak HC/FT GP V, LLC, Ann H. Lamont and Andrew W. Adams.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Oak HC/FT Partners II, L.P.

Signature:	/s/ Ann H. Lamont
Name/Title:	Ann H. Lamont, Managing Member of Oak HC/FT Associates II, LLC, the General Partner
Date:	09/22/2025

Oak HC/FT Associates II, LLC

Signature:	/s/ Ann H. Lamont
Name/Title:	Ann H. Lamont, Managing Member
Date:	09/22/2025

Oak HC/FT Partners V, L.P.

Signature:	/s/ Ann H. Lamont
Name/Title:	Ann H. Lamont, Director of Oak HC/FT GP V, LLC, General Partner of Oak HC/FT Associates V, L.P., the General Partner
Date:	09/22/2025

Oak HC/FT Partners V-A, L.P.

Signature:	/s/ Ann H. Lamont
Name/Title:	Ann H. Lamont, Director of Oak HC/FT GP V, LLC, General Partner of Oak HC/FT Associates V, L.P., the General Partner
Date:	09/22/2025

Oak HC/FT Partners V-B, L.P.

Signature:	/s/ Ann H. Lamont
Name/Title:	Ann H. Lamont, Director of Oak HC/FT GP V, LLC, General Partner of Oak HC/FT Associates V, L.P., the General Partner
Date:	09/22/2025

Oak HC/FT Associates V, L.P.

Signature:	/s/ Ann H. Lamont
Name/Title:	Ann H. Lamont, Director of Oak HC/FT GP V, LLC, the General Partner
Date:	09/22/2025

Oak HC/FT GP V, LLC

Signature:	/s/ Ann H. Lamont
Name/Title:	Ann H. Lamont, Director
Date:	09/22/2025

Ann H. Lamont

Signature:	/s/ Ann H. Lamont
Name/Title:	Ann H. Lamont
Date:	09/22/2025

Andrew W. Adams

Signature:	/s/ Andrew W. Adams
Name/Title:	Andrew W. Adams
Date:	09/22/2025