SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2025

Senior Notes Issuance

On July 28, 2025, the Company, through Pagaya US Holding Company LLC (“Pagaya US”), a wholly-owned subsidiary of the Company, completed the issuance of $500 million aggregate principal amount of Senior Unsecured Notes (“Senior Notes”) due 2030. The Senior Notes will accrue interest at a rate of 8.875% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2026. The Senior Notes will mature on August 1, 2030, unless earlier repurchased or redeemed. The Senior Notes will be fully and unconditionally guaranteed, on a senior unsecured basis, by the Company and each of the Company’s subsidiaries (other than Pagaya US) that is a guarantor under its existing credit agreement (collectively, the “Guarantors”). The Senior Notes and the related note guarantees will be senior unsecured obligations of Pagaya US and the Guarantors.

The Company used the net proceeds from the Senior Notes to repay amounting to $332.1 million of outstanding principal of long-term debt on July 28, 2025. Additionally, the Company has repaid $58.1 million of secured borrowing as of August 7, 2025 and has indicated its intention to repay additional secured borrowings. As a result of these transactions, the Company has incurred a loss of $24 million, related to the write-off of deferred issuance costs and early payment penalty associated with the long-term debt. The new borrowings, repayments and pro-forma balances of long-term debt, secured borrowings and Senior Notes, as of the date of August 7, 2025 were as follows ($ in thousands):


	June 30, 2025		Weighted Average Interest Rate(1)	New Borrowing(2)		Repayments		Pro-forma
	As Reported
Long-term debt(3)	$	332,125	11.95%	$	—	$	(332,125)	$	—
Secured borrowing(3)	267,647		15.14%	—		(58,118)		209,529
Senior notes	—		8.875%	500,000		—		500,000
Total	$	599,772		$	500,000	$	(390,243)	$	709,529

(1) Interest rates as of June 30, 2025 for long-term debt and secured borrowing.

(2) Excluding underwriting fees of $7.5 million

(3) Excluding debt issuance costs.