ADDED
The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the Registrant s fiscal year ended December 31 , 2025 .
Management's Discussion and Analysis of Financial Condition and Results of Operations 64 Item 7A.
SELECTED DEFINITIONS 2030 Notes refer to the 8.875% Senior Unsecured Notes due 2030.
Adjusted EBITDA means net income (loss) attributable to Pagaya Technologies Ltd., excluding share-based compensation expense, change in fair value of warrant liability, change in fair value of contingent liability, impairment, including credit-related charges, restructuring expenses, transaction-related expenses, non-recurring expenses associated with mergers and acquisitions and other one-time expenses, interest expense, depreciation expense, and provision (and benefit from) for income taxes.
Adjusted Net Income (Loss) means net income (loss) attributable to Pagaya Technologies Ltd., excluding share-based compensation expense, change in fair value of warrant liability, change in fair value of contingent liability, impairment, including credit-related charges, restructuring expenses, transaction-related expenses, and non-recurring expenses associated with mergers and acquisitions and other one-time expenses.
Financing Vehicles refers to (i) funds managed or advised by Pagaya or one of its affiliates, (ii) securitization vehicles sponsored or administered by Pagaya or one of its affiliates, (iii) special purpose vehicles established by third-party investors to facilitate the purchase of assets under forward flow agreements, and (iv) other similar vehicles.
Subscription Agreements refers to the EJF Subscription Agreement and the other subscription agreements entered into by the PIPE Investors, the form of which is incorporated herein by reference to Exhibit 4.5 of Pagaya s Registration Statement on Form F-4 filed with the SEC on April 7, 2022.
Theorem refers to Theorem Technology, Inc., a Silicon Valley-based institutional asset manager.
All statements other than statements of historical facts contained in this Annual Report, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements.
In February 2024, Pagaya relocated its corporate headquarters to its current New York City office.
REMOVED
Share amounts on this cover page and throughout this Report have been updated, as appropriate, to reflect the Company s reverse share split, effective March 8, 2024.
Management's Discussion and Analysis of Financial Condition and Results of Operations 66 Item 7A.
SELECTED DEFINITIONS ABS refers to asset-backed securitizations.
Adjusted EBITDA means net income (loss) attributable to Pagaya Shareholders, excluding share-based compensation expense, change in fair value of warrant liability, impairment, including credit-related charges, restructuring expenses, transaction-related expenses, non-recurring expenses associated with mergers and acquisitions, including the EJFA Merger, interest expense, depreciation expense, and provision (and benefit from) for income taxes.
Adjusted Net Income (Loss) means net income (loss) attributable to Pagaya Shareholders, excluding share-based compensation expense, change in fair value of warrant liability, impairment, including credit-related charges, restructuring expenses, transaction-related expenses, and non-recurring expenses associated with mergers and acquisitions, including the EJFA Merger.
EJFA IPO refers to the initial public offering of EJFA, which closed on March 1, 2021.
EJFA Merger Sponsor refers to Wilson Boulevard LLC, a Delaware limited liability company.
EJFA Warrants refers to the EJFA Private Placement Warrants and the EJFA Public Warrants.
Financing Vehicles refers to (i) funds managed or advised by Pagaya or one of its affiliates, (ii) securitization vehicles sponsored or administered by Pagaya or one of its affiliates and (iii) other similar vehicles.
PIPE Investment refers to the investment by the EJF Investor and by those certain other PIPE Investors pursuant to the Subscription Agreements.