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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001104659-22-077254 0001703441 XXXXXXXX LIVE 5 Class A Ordinary Shares, no par value 09/18/2025 false 0001883085 M7S64L123 PAGAYA TECHNOLOGIES LTD. 335 Madison Avenue, 16th Floor New York NY 10017 Ravi Singh (203) 717-1350 Oak HC/FT Management Company LLC 2200 Atlantic Street, Suite 300 Stamford CT 06902 0001703441 N Oak HC/FT Partners II, L.P. b WC N DE 0.00 2188523.00 0.00 2188523.00 2188523.00 N 3.2 PN 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. Y Oak HC/FT Associates II, LLC b OO N DE 0.00 2188523.00 0.00 2188523.00 2188523.00 N 3.2 IA 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. Y Oak HC/FT Partners V, L.P. b WC N DE 0.00 1385133.00 0.00 1385133.00 1385133.00 N 2.0 PN 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. Y Oak HC/FT Partners V-A, L.P. b WC N DE 0.00 335996.00 0.00 335996.00 335996.00 N 0.5 PN 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. Y Oak HC/FT Partners V-B, L.P. b WC N DE 0.00 306020.00 0.00 306020.00 306020.00 N 0.4 PN 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. Y Oak HC/FT Associates V, L.P. b OO N DE 0.00 2027149.00 0.00 2027149.00 2027149.00 N 2.9 IA 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. Y Oak HC/FT GP V, LLC b OO N DE 0.00 2027149.00 0.00 2027149.00 2027149.00 N 2.9 HC 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. Y Ann H. Lamont b AF N X1 0.00 4215672.00 0.00 4215672.00 4215672.00 N 6.0 IN HC 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. Y Andrew W. Adams b AF N X1 0.00 4215672.00 0.00 4215672.00 4215672.00 N 6.0 IN HC 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. Class A Ordinary Shares, no par value PAGAYA TECHNOLOGIES LTD. 335 Madison Avenue, 16th Floor New York NY 10017 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 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. (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. Except as disclosed in Item 4, no Reporting Person has effected any transaction in the Ordinary Shares during the past 60 days. Not applicable. Not applicable. 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. Oak HC/FT Partners II, L.P. /s/ Ann H. Lamont Ann H. Lamont, Managing Member of Oak HC/FT Associates II, LLC, the General Partner 09/22/2025 Oak HC/FT Associates II, LLC /s/ Ann H. Lamont Ann H. Lamont, Managing Member 09/22/2025 Oak HC/FT Partners V, L.P. /s/ Ann H. Lamont Ann H. Lamont, Director of Oak HC/FT GP V, LLC, General Partner of Oak HC/FT Associates V, L.P., the General Partner 09/22/2025 Oak HC/FT Partners V-A, L.P. /s/ Ann H. Lamont Ann H. Lamont, Director of Oak HC/FT GP V, LLC, General Partner of Oak HC/FT Associates V, L.P., the General Partner 09/22/2025 Oak HC/FT Partners V-B, L.P. /s/ Ann H. Lamont Ann H. Lamont, Director of Oak HC/FT GP V, LLC, General Partner of Oak HC/FT Associates V, L.P., the General Partner 09/22/2025 Oak HC/FT Associates V, L.P. /s/ Ann H. Lamont Ann H. Lamont, Director of Oak HC/FT GP V, LLC, the General Partner 09/22/2025 Oak HC/FT GP V, LLC /s/ Ann H. Lamont Ann H. Lamont, Director 09/22/2025 Ann H. Lamont /s/ Ann H. Lamont Ann H. Lamont 09/22/2025 Andrew W. Adams /s/ Andrew W. Adams Andrew W. Adams 09/22/2025