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BORROWINGS
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
BORROWINGS BORROWINGS
The following table sets forth the Company’s outstanding borrowings, inclusive of current and non-current portions, as of the date indicated (in thousands):

June 30, 2025December 31, 2024
Secured borrowings$265,557 $176,089 
Long-term debt$314,547 $321,317 
Exchangeable notes$147,526 $146,342 

The Company was in compliance with all covenants as of June 30, 2025 and December 31, 2024.

Secured Borrowings

Risk Retention Master Repurchase

In normal course of business, the Company, through consolidated VIEs, enters into repurchase agreements to finance the Company’s risk retention balance in notes and certificates retained from securitization transactions. Under these agreements, the Company pledges financial instruments as collateral. These agreements with counterparties generally contain contractual provisions allowing the counterparty the right to sell or repledge the collateral. Pledged securities owned that can be sold or repledge by the counterparty are included in Investments in loans and securities in the Company’s unaudited condensed consolidated balance sheet. As of June 30, 2025 and December 31, 2024, the outstanding principal balance under the repurchase agreements was $194.7 million and $144.0 million, respectively, which is recorded within secured borrowing on the unaudited condensed consolidated balance sheet, with a weighted average interest rate of approximately thirteen percent and fifteen percent, respectively. The average remaining contractual maturities of the repurchase agreements were greater than 90 days as of both June 30, 2025 and December 31, 2024.

The Company has repaid $58.1 million of outstanding principal balance under the repurchase agreements as of August 7, 2025. See Note 15 for additional information.

Receivables Facility

In April 2025, Pagaya Structured Products LLC, a wholly-owned subsidiary, entered into a Loan and Security Agreement (the “LSA Agreement”) with certain lenders. This agreement established a 24-month Capitalized Interest Amounts Facility (the “CIA Facility”) with a maximum principal amount of $24 million to finance eligible capitalized interest amounts related to sponsored securitization transactions. Additionally, in June 2025, Pagaya Structured Products LLC entered into a 30-months Accrued Loan Purchasing Fee Receivables Facility (the “ALPF Facility”) with a maximum principal amount of $65 million to finance certain eligible receivables from sponsored securitization transactions. Borrowings under the CIA Facility bear interest at a rate per annum equal to the adjusted term Secured Overnight Financing Rate (“SOFR”) (subject to a 1.00% floor) plus a margin of 4.00%, while the ALPF Facility bear interest at a rate per annum equal to the adjusted term SOFR (subject to a 1.00% floor) plus a margin of 1.9%. As of June 30, 2025, the outstanding principal balance under the CIA Facility and ALPF Facility was $70.8 million, which is recorded within secured borrowing on the unaudited condensed consolidated balance sheet.

In June 2025, Pagaya Receivables LLC, a wholly-owned subsidiary, repaid the outstanding balance of a 3-year loan facility (the “SVB Receivables Facility) and terminated the related Loan and Security Agreement, which was originally executed in October 2022. Borrowings under the SVB Receivables Facility bear interest at a rate per annum equal to the adjusted term Secured Overnight Financing Rate (subject to a 0.00% floor) plus a margin of 3.50%. As of December 31, 2024, the outstanding principal balance under the SVB Receivable Facility was $31.9 million, which is recorded within secured borrowing on the unaudited condensed consolidated balance sheet.

Long-Term Debt

On February 2, 2024, the Company entered into a certain Credit Agreement (the “Credit Agreement”) which provides for a 5-year senior secured revolving credit facility (the “Revolving Credit Facility”) in an initial principal amount of $25 million, which subsequently increased to $35 million, and a 5 year senior secured term loan facility (the “Term Loan Facility,” and together with the Revolving Credit Facility, the “Facilities”) in an initial principal amount of $255 million.
In November 2024, the Company entered into Amendment No. 2 (the “Amendment”) to the Credit Agreement. Pursuant to the Amendment, the Company incurred incremental term loans in an aggregate principal amount $100 million, bringing the total principal amount of the Term Loan Facility to $355 million. The Company also increased an aggregate principal amount of the Revolving Credit Facility of $15 million, bringing the total principal amount of the Revolving Credit Facility to $50 million. In February 2025, the Company further increased the aggregate principal amount of the Revolving Credit Facility by $8 million, resulting in a total principal amount of $58 million.

No amortization payments are required to be made in respect of borrowings under the Revolving Credit Facility. Amortization payments are required to be made in respect of the term loans under the Term Loan Facility in amount of 1.25% per quarter of the original principal amount of the term loans under the Term Loan Facility.

Borrowings under the Facilities bear interest at a rate per annum equal to, at the Company’s option, (i) a base rate (determined based on the prime rate and subject to a 2.00% floor) plus a margin of 6.50% or (ii) an adjusted term Secured Overnight Financing Rate (subject to a 1.00% floor) plus a margin of 7.50%. A commitment fee accrues on any unused portion of the commitments under the Revolving Credit Facility at a rate per annum of 0.25% and is payable quarterly in arrears. Accrued interest of $2.1 million and $2.8 million was recorded within accrued expenses and other liabilities on the unaudited condensed consolidated balance sheet as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, the Company had an outstanding balance of $314.5 million, which is recorded within long-term debt on the unaudited condensed consolidated balance sheet, and its aggregate future maturities consists of the following (in thousands):

June 30, 2025
2025$8,875 
202617,750 
202717,750 
202817,750 
2029270,000 
Total332,125 
Debt issuance costs(17,578)
Total long-term debt, net of debt issuance costs$314,547 

As of June 30, 2025 and December 31, 2024, the Company had letters of credit issued in the amount of $20.5 million and $24.3 million, respectively, and $37.5 million and $25.7 million of remaining capacity available under the Revolving Credit Facility, respectively.

On July 28, 2025, the Company fully paid off the outstanding principal balance of long-term debt of $332.1 million using the proceeds from the issuance of Senior Notes. See Note 15 for additional information.

Exchangeable Notes

On October 1, 2024, the Company, through a wholly owned subsidiary of the Company, issued $160 million aggregate principal amount of its 6.125% Exchangeable Notes (“Notes”) due 2029. The issuance was in connection with a purchase agreement dated September 26, 2024, with certain initial purchasers. The Notes bear interest at a rate of 6.125% per annum, payable semiannually in arrears on April 1 and October 1 of each year, beginning April 1, 2025. The Notes will mature on October 1, 2029, unless earlier repurchased, redeemed, or exchanged.

The Company accounted for the issuance of the Notes as a single liability at par as the conversion feature does not require bifurcation as a derivative under ASC 815 and the Notes were not issued at a substantial premium. Debt issuance costs related to the Notes totaled $6.2 million and consisted of underwriting fees and third-party offering costs, which are amortized to interest expense using the effective interest method over the contractual term. The Company recorded $3.1 million and $6.1 million of interest expense, including $0.6 million and $1.2 million of amortization of debt issuance costs, for the three and six months ended June 30, 2025. The effective interest rate of the Notes is 8.7%.