Payoneer Global (NASDAQ: PAYO) posts Q2 2026 loss, agrees $7.40 Nuvei deal
Rhea-AI Filing Summary
Payoneer Global Inc. reported Q2 2026 revenues of $274.3M, up from $260.6M a year earlier, but recorded a net loss of $2.4M versus net income of $19.5M in Q2 2025 as operating and financial expenses increased. For the first six months of 2026, revenue was $535.9M compared with $507.2M, while net income declined to $17.1M from $40.1M.
Total assets were $8.76B at June 30, 2026, including $7.75B of customer funds and $346.3M of cash and cash equivalents. Operating activities generated $113.0M of cash in the first half, investing activities provided $50.4M and financing activities used $255.6M, largely due to share repurchases.
On June 12, 2026 Payoneer agreed to be acquired by Nuvei through a cash merger at $7.40 per share, subject to stockholder approval, regulatory clearances and other customary conditions; the HSR waiting period was terminated early on July 28, 2026. The company also completed the Boundless acquisition (total consideration $13.2M, including $8.5M of goodwill), continued integrating prior acquisitions, and repurchased 17.6M shares for $89.9M before suspending buybacks under merger-related covenants.
Positive
- None.
Negative
- Six‑month net income declined to $17.1M from $40.1M, and Q2 2026 shifted to a $2.4M net loss versus prior-year profit, alongside higher general and administrative expenses and a rise in other financial expense to $11.4M from $1.8M.
Filing Explained
While the Nuvei merger remains pending, Payoneer cannot add equity awards or new ESPP periods without Nuvei's consent.
Payoneer's Form 10-Q reports the proposed Nuvei merger remains conditional—not completed: HSR early termination was granted on
As an unaudited quarterly report, the filing also updates interim financial statements and liquidity. While the merger agreement is pending, Payoneer may not issue or grant additional equity awards without Nuvei's written consent, and no new ESPP offering or purchase period or participants may begin after the agreement date.
These provisions constrain new equity-award and employee-purchase activity during the transaction period; the filing does not state that existing awards have been canceled.
The agreement may terminate if the merger is not completed by
A separate item to track is the
Key Figures
Key Terms
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
available-for-sale debt securities financial
interest rate floor financial
Employee Stock Purchase Plan financial
Employer of Record technical
accumulated other comprehensive income financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Payoneer Global (PAYO) perform financially in Q2 2026?
What are Payoneer Global (PAYO)’s year-to-date 2026 results?
What are the key terms of Payoneer Global (PAYO)’s proposed merger with Nuvei?
How much stock has Payoneer Global (PAYO) repurchased and what capacity remains?
What is Payoneer Global (PAYO)’s liquidity position as of June 30, 2026?
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to .
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer |
(Address of principal executive offices, | ||
( | ||
Registrant’s Telephone Number, Including Area Code | ||
N/A | ||
(Former name or former address, if changed since last report) | ||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐ | |
Non-accelerated filer ☐ | Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
As of July 31, 2026, the registrant had
Table of Contents
Payoneer Global Inc.
Form 10-Q
For the Period Ended June 30, 2026
Table of Contents
Page | |
PART I. FINANCIAL INFORMATION | 4 |
Item 1. Financial Statements (Unaudited) | 4 |
Condensed consolidated balance sheets (Unaudited) | |
Condensed consolidated statements of comprehensive income (Unaudited) | 6 |
Condensed consolidated statements of changes in shareholders’ equity (Unaudited) | 7 |
Condensed consolidated statements of cash flows (Unaudited) | 9 |
Notes to the condensed consolidated financial statements (Unaudited) | 11 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 30 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 40 |
Item 4. Controls and Procedures | 40 |
PART II. - OTHER INFORMATION | 41 |
Item 1. Legal Proceedings | 41 |
Item 1A. Risk Factors | 41 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 44 |
Item 3. Defaults upon Senior Securities | 44 |
Item 4. Mine Safety Disclosures | 44 |
Item 5. Other Information | 44 |
Item 6. Exhibits | 45 |
Signatures | 46 |
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CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including the information incorporated herein by reference, contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” and other similar words and expressions (or the negative version of such words or expressions), but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements are based on the current expectations of Payoneer Global Inc.’s (“Payoneer”) management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statements. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: (1) our ability to consummate the merger with Neon Maple Parent Inc., a corporation incorporated under the laws of Canada (“Nuvei”), on the expected terms or according to the anticipated timeline; (2) changes in applicable laws or regulations; (3) the possibility that Payoneer may be adversely affected by geopolitical events and conflicts, such as Israel’s and the United States’ conflicts in the Middle East, and other economic, business and/or competitive factors, such as changes in global trade policies (including the imposition of tariffs); (4) changes in the assumptions underlying Payoneer’s financial estimates; (5) the outcome of any known and/or unknown legal or regulatory proceedings; and (6) other factors, described under the heading “Risk Factors” discussed and identified in public filings made with the U.S. Securities and Exchange Commission (the “SEC”) by Payoneer.
Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of Payoneer prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
All subsequent written and oral forward-looking statements concerning the matters addressed in this Quarterly Report on Form 10-Q and attributable to Payoneer or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q. Except to the extent required by applicable law or regulation, Payoneer undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events.
3
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PART I. FINANCIAL INFORMATION
PAYONEER GLOBAL INC.
QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 30, 2026
TABLE OF CONTENTS
| Page | |
Condensed consolidated financial statements (unaudited) in thousands of U.S. dollars: | ||
Condensed consolidated balance sheets (Unaudited) | 5 | |
Condensed consolidated statements of comprehensive income (Unaudited) | 6 | |
Condensed consolidated statements of changes in shareholders’ equity (Unaudited) | 7 | |
Condensed consolidated statements of cash flows (Unaudited) | 9 | |
Notes to condensed consolidated financial statements (Unaudited) | 11 |
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PAYONEER GLOBAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA
| June 30, | | December 31, | |||
| 2026 |
| 2025 | |||
Assets: |
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Current assets: |
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Cash and cash equivalents | $ | | $ | | ||
Restricted cash |
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Customer funds |
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Accounts receivable (net of allowance of $ |
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Capital advance receivables (net of allowance of $ |
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Other current assets |
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Total current assets |
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Non-current assets: |
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Property, equipment and software, net |
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Goodwill |
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Intangible assets, net |
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Customer funds | | | ||||
Restricted cash |
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Deferred tax assets, net |
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Severance pay fund |
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Operating lease right-of-use assets |
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Other assets |
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Total assets | $ | | $ | | ||
Liabilities and shareholders’ equity: |
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Current liabilities: |
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Trade payables | $ | | $ | | ||
Outstanding operating balances |
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Other payables |
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Total current liabilities |
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Non-current liabilities: |
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Deferred tax liabilities, net | | | ||||
Other long-term liabilities |
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Total liabilities |
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Commitments and contingencies (Note 14) |
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Shareholders’ equity: |
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Preferred stock, $ |
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Common stock, $ | | | ||||
Treasury stock at cost, | ( | ( | ||||
Additional paid-in capital |
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Accumulated other comprehensive loss |
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Retained earnings |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity | $ | | $ | | ||
The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).
5
Table of Contents
PAYONEER GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA
| Three months ended | | Six months ended | |||||||||
June 30, | June 30, | |||||||||||
| 2026 | | 2025 |
| 2026 | | 2025 | |||||
Revenues | $ | | | $ | | | ||||||
Transaction costs |
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Other operating expenses |
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Research and development expenses |
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Sales and marketing expenses |
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General and administrative expenses |
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Depreciation and amortization |
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Total operating expenses |
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Operating income |
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Financial expense: |
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Other financial expense, net | | | | | ||||||||
Financial expense, net | | | | | ||||||||
Income before income taxes |
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Income taxes |
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Net income (loss) | $ | ( | $ | | $ | | $ | | ||||
Other comprehensive income (loss) | ||||||||||||
Unrealized gain (loss) on available-for-sale debt securities, net | ( | | ( | | ||||||||
Tax benefit (expense) on unrealized gain (loss) on available-for-sale debt securities, net | | ( | | ( | ||||||||
Unrealized gain (loss) on cash flow hedges, net | | | ( | | ||||||||
Tax benefit (expense) on unrealized gain (loss) on cash flow hedges, net | ( | ( | | ( | ||||||||
Unrealized gain (loss) on interest rate floor, net | ( | | ( | | ||||||||
Tax benefit (expense) on unrealized gain (loss) on interest rate floor, net | | ( | | ( | ||||||||
Foreign currency translation adjustments | ( | | ( | ( | ||||||||
Other comprehensive income (loss) | ( | | ( | | ||||||||
Comprehensive income (loss) | $ | ( | $ | | $ | ( | $ | | ||||
Per Share Data |
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Net income (loss) per share attributable to common stockholders — Basic earnings per share | $ | ( | $ | | $ | | $ | | ||||
— Diluted earnings per share | $ | ( | $ | | $ | | $ | | ||||
Weighted average common shares outstanding — Basic |
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Weighted average common shares outstanding — Diluted |
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The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).
6
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PAYONEER GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA
| | | | | | | Accumulated | | | |||||||||||||
Additional | other | |||||||||||||||||||||
Common Stock | Treasury Stock | paid-in | comprehensive | Retained | ||||||||||||||||||
| Shares | | Amount | | Shares | | Amount | | capital | | income (loss) | | earnings | | Total | |||||||
Balance at March 31, 2026 | | $ | | ( | $ | ( | $ | | $ | ( | $ | | $ | | ||||||||
Exercise of options and vested RSUs, net of taxes paid related to settlement of equity awards | | | — | — | | — | — | | ||||||||||||||
Stock-based compensation | — | — | — | — | | — | — | | ||||||||||||||
ESPP shares issued | | | — | — | | — | — | | ||||||||||||||
Common stock repurchased, net of excise tax | — | — | ( | ( | — | — | — | ( | ||||||||||||||
Unrealized loss on available-for-sale debt securities, net | — | — | — | — | — | ( | — | ( | ||||||||||||||
Tax benefit on unrealized loss on available-for-sale debt securities, net | — | — | — | — | — | | — | | ||||||||||||||
Unrealized gain on cash flow hedges, net | — | — | — | — | — | | — | | ||||||||||||||
Tax expense on unrealized gain on cash flow hedges, net | — | — | — | — | — | ( | — | ( | ||||||||||||||
Unrealized loss on interest rate floor, net | — | — | — | — | — | ( | — | ( | ||||||||||||||
Tax benefit on unrealized loss on interest rate floor, net | — | — | — | — | — | | — | | ||||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | ( | — | ( | ||||||||||||||
Net loss | — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||||
Balance at June 30, 2026 | | $ | | ( | $ | ( | $ | | $ | ( | $ | | $ | | ||||||||
Balance at March 31, 2025 | | $ | | ( | $ | ( | $ | | $ | ( | $ | | $ | | ||||||||
Exercise of options, and vested RSUs, net of taxes paid related to settlement of equity awards | |
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| — |
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Stock-based compensation | — |
| — | — |
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| — |
| — |
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ESPP shares issued | | | — | — | | — | — | | ||||||||||||||
Common stock repurchased | — | — | ( | ( | — | — | — | ( | ||||||||||||||
Unrealized gain on available-for-sale debt securities, net | — | — | — | — | — | | — | | ||||||||||||||
Tax expense on unrealized gain on available-for-sale debt securities, net | — |
| — | — |
| — |
| — |
| ( |
| — | ( | |||||||||
Unrealized gain on cash flow hedges, net | | — | | |||||||||||||||||||
Tax expense on unrealized gain on cash flow hedges, net | — | — | — | — | — | ( | — | ( | ||||||||||||||
Unrealized gain on interest rate floor, net | — | — | — | — | — | | — | | ||||||||||||||
Tax expense on unrealized gain on interest rate floor, net | — | — | — | — | — | ( | — | ( | ||||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | | — | | ||||||||||||||
Net income | — | — | — | — | — | — | |
| | |||||||||||||
Balance at June 30, 2025 | | $ | | ( | $ | ( | $ | | $ | | $ | | $ | | ||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).
7
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PAYONEER GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA
| | | | | | | Accumulated | | | |||||||||||||
Additional | other | |||||||||||||||||||||
Common Stock | Treasury Stock | paid-in | comprehensive | Retained | ||||||||||||||||||
| Shares | | Amount | | Shares | | Amount | | capital | | income (loss) | | earnings | | Total | |||||||
Balance at December 31, 2025 | | $ | | ( | $ | ( | $ | | $ | ( | $ | | $ | | ||||||||
Exercise of options and vested RSUs, net of taxes paid related to settlement of equity awards | | | — | — | ( | — | — | ( | ||||||||||||||
Stock-based compensation | — | — | — | — | | — | — | | ||||||||||||||
ESPP shares issued | | | — | — | | — | — | | ||||||||||||||
Common stock repurchased | — | — | ( | ( | — | — | — | ( | ||||||||||||||
Unrealized loss on available-for-sale debt securities, net | — | — | — | — | — | ( | — | ( | ||||||||||||||
Tax benefit on unrealized loss on available-for-sale debt securities, net | — | — | — | — | — | | — | | ||||||||||||||
Unrealized loss on cash flow hedges, net | — | — | — | — | — | ( | — | ( | ||||||||||||||
Tax benefit on unrealized loss on cash flow hedges, net | — | — | — | — | — | | — | | ||||||||||||||
Unrealized loss on interest rate floor, net | — | — | — | — | — | ( | — | ( | ||||||||||||||
Tax benefit on unrealized loss on interest rate floor, net | — | — | — | — | — | | — | | ||||||||||||||
Foreign currency translation adjustments | — | — | — | — | — | ( | — | ( | ||||||||||||||
Net income | — |
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| — |
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| — |
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Balance at June 30, 2026 | | $ | | ( | $ | ( | $ | | $ | ( | $ | | $ | | ||||||||
Balance at December 31, 2024 | | $ | | ( | $ | ( | $ | | $ | ( | $ | | $ | | ||||||||
Exercise of options and vested RSUs, net of taxes paid related to settlement of equity awards | |
| | — |
| — |
| ( |
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| — |
| ( | ||||||||
Stock-based compensation | — |
| — | — |
| — |
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| — |
| — |
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ESPP shares issues | | | — | — | | — | — | | ||||||||||||||
Common stock repurchased | — | — | ( | ( | — | — | — | ( | ||||||||||||||
Unrealized gain on available-for-sale debt securities, net | — |
| — | — |
| — |
| — |
| |
| — |
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Tax expense on unrealized gain on available-for-sale debt securities, net | — | — | — | — | — | ( | — | ( | ||||||||||||||
Unrealized gain on cash flow hedges, net | — | — | — | — | — | | — | | ||||||||||||||
Tax expense on unrealized gain on cash flow hedges, net | — | — | — | — | — | ( | — | ( | ||||||||||||||
Unrealized gain on interest rate floor, net | — | — | — | — | — | | — | | ||||||||||||||
Tax expense on unrealized gain on interest rate floor, net | — | — | — | — | — | ( | — | ( | ||||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | ( | — | ( | ||||||||||||||
Net income | — | — | — | — | — | — | | | ||||||||||||||
Balance at June 30, 2025 | | $ | | ( | $ | ( | $ | | $ | | $ | | $ | | ||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).
8
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PAYONEER GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. DOLLARS IN THOUSANDS
| Six months ended | |||||
June 30, | ||||||
| 2026 |
| 2025 | |||
Cash Flows from Operating Activities |
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Net income | $ | | $ | | ||
Adjustment to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Deferred taxes |
| ( |
| ( | ||
Stock-based compensation expenses |
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Interest on certificate of deposits | ( | ( | ||||
Interest and amortization of premium/discount on investments | | ( | ||||
Net realized (gains) losses on derivative instruments | ( | | ||||
Foreign currency re-measurement (gain) loss |
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Changes in operating assets and liabilities: |
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Other current assets |
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Trade payables |
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Deferred revenue |
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Accounts receivable, net |
| ( |
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Capital advance extended to customers |
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Capital advance collected from customers |
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Other payables |
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Other long-term liabilities |
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Operating lease right-of-use assets |
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Other assets |
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Net cash provided by operating activities |
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Cash Flows from Investing Activities |
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Purchase of property, equipment and software |
| ( |
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Capitalization of internal use software |
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Severance pay fund distributions, net |
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Customer funds in transit, net |
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Purchases of investments in available-for-sale debt securities | ( | ( | ||||
Maturities of investments in available-for-sale debt securities | | | ||||
Settlement of cash flow hedges | | — | ||||
Maturities of investments in term deposits | | | ||||
Cash paid in connection with acquisition, net of cash acquired (refer to Note 3 for further information) | ( | ( | ||||
Net cash provided by (used in) investing activities |
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Cash Flows from Financing Activities |
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Proceeds from issuance of common stock in connection with stock-based compensation plan, net of taxes paid related to settlement of equity awards and proceeds from employee equity transactions to be remitted to employees |
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Outstanding operating balances, net |
| ( |
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Receipts of collateral on interest rate derivatives | | | ||||
Payments of collateral on interest rate derivatives | ( | ( | ||||
Consideration related to previous acquisitions | ( | — | ||||
Common stock repurchased | ( | ( | ||||
Net cash provided by (used in) financing activities |
| ( |
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Effect of exchange rate changes on cash and cash equivalents |
| ( |
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Net change in cash, cash equivalents, restricted cash and customer funds |
| ( |
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Cash, cash equivalents, restricted cash and customer funds at beginning of period |
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Cash, cash equivalents, restricted cash and customer funds at end of period | $ | | $ | | ||
Supplemental information of investing and financing activities not involving cash flows: |
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Property, equipment, and software acquired but not paid | $ | | $ | | ||
Internal use software capitalized but not paid | $ | | $ | | ||
Common stock repurchased but not paid | $ | — | $ | | ||
Right of use assets obtained in exchange for new operating lease liabilities | $ | | $ | | ||
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PAYONEER GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
U.S. DOLLARS IN THOUSANDS
The following table reconciles cash, cash equivalents, restricted cash and customer funds as reported in the condensed consolidated balance sheets to the total of the same amounts shown in the condensed consolidated statements of cash flows:
As of June 30, | ||||||
| 2026 | | 2025 | |||
Cash and cash equivalents | $ | | $ | | ||
Current restricted cash | | | ||||
Non-current restricted cash |
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Customer funds | ||||||
Current customer funds | | | ||||
Non-current customer funds | | | ||||
Customer funds shown in the condensed consolidated balance sheets |
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Less: Customer funds in transit | ( | ( | ||||
Less: Customer funds invested in available-for-sale debt securities | ( | ( | ||||
Less: Customer funds invested in term deposits | ( | ( | ||||
Net customer funds shown in the condensed consolidated statements of cash flows | | | ||||
Total cash, cash equivalents, restricted cash and customer funds shown in the condensed consolidated statements of cash flows | $ | | $ | | ||
The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).
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PAYONEER GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
NOTE 1 – GENERAL OVERVIEW
Unless otherwise noted herein, “we”, “us”, “our”, “Payoneer”, and the “Company” refer to Payoneer Global Inc.
Payoneer, incorporated in Delaware, empowers global commerce by connecting businesses, professionals, countries and currencies with its diversified cross-border payments platform. Payoneer enables small and medium-sized businesses (“SMB(s)”) around the globe to reach new audiences by reducing the complexity of cross-border trade, and facilitating seamless, cross-border payments. Payoneer offers its customers the flexibility to pay and get paid globally as easily as they do locally. The Company offers a global financial stack that includes cross-border AR/AP capabilities and includes services such as funds management, working capital, multicurrency accounts, and workforce management. The fully hosted service includes various payment options with minimal integration required, full back-office functions and customer support offered.
Proposed Acquisition by Nuvei
On June 12, 2026, the Company, entered into an Agreement and Plan of Merger (the “ Merger Agreement”) by and among the Company, Neon Maple Parent Inc., a corporation incorporated under the laws of Canada (“Nuvei”), and Panda Acquisition Sub Inc., a Delaware corporation and a wholly owned indirect subsidiary of Nuvei (“ Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into the Company (the “ Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Nuvei.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $
The completion of the Merger is subject to certain customary closing conditions, including, among others: (i) the adoption of the Merger Agreement and the approval of the transactions contemplated thereby by the affirmative vote (in person (virtually) or by proxy) of the holders of a majority of the voting power of the outstanding Company Common Stock entitled to vote thereon (the “ Company Stockholder Approval”); (ii) the accuracy of the parties’ respective representations and warranties in the Merger Agreement, subject to specified materiality qualifications; (iii) compliance by the parties with their respective covenants in the Merger Agreement in all material respects; (iv) the absence of any law or order restraining, enjoining, or otherwise prohibiting the consummation of the Merger; (v) the expiration of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and receipt of other approvals under specified antitrust, foreign investment and money transmitter and payment services license laws, including from specified U.S. money transmitter regulatory authorities and specified non-U.S. payment services regulatory authorities, including waiver of an ownership stability commitment made in connection with obtaining a specified payment services license; (vi) the Company shall have provided certain required notices and received certain required change in ownership and change-in-control approvals for certain governmental authorizations held by the Company and its subsidiaries; and (vii) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) on or after the date of the Merger Agreement that is continuing as of immediately prior to the closing of the Merger. On July 28, 2026, early termination of the waiting period under the HSR Act applicable to the Merger was granted.
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PAYONEER GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
NOTE 1 – GENERAL OVERVIEW (continued):
The Merger Agreement contains certain customary termination rights, including the right of either party to terminate if the Merger is not consummated by June 12, 2027, subject to an automatic
The Company has incurred and expects to incur transaction-related costs in connection with the Merger, including financial advisory, legal and other professional fees, which are expensed as incurred. For the three and six months ended June 30, 2026, the Company has incurred $
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
a. Principles of consolidation, basis of presentation and accounting principles:
The accompanying condensed consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (hereafter – U.S. GAAP) and include the accounts of Payoneer Global Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The consolidated interim financial information herein is unaudited; however, such information reflects all adjustments (consisting of normal, recurring adjustments), which are, in the opinion of management, necessary for a fair statement of results for the interim period. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full year. The year-end condensed balance sheet data was derived from audited financial statements for the year ended December 31, 2025, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These unaudited financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto of Payoneer Global Inc. and its subsidiaries.
b. Use of estimates in the preparation of financial statements:
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, allowance for capital advance receivables, income taxes, goodwill, indefinite-lived intangible assets, revenue recognition, stock-based compensation, contingent consideration associated with M&A, and loss contingencies.
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PAYONEER GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):
c. Functional currency and translation:
The functional currency of the Company is the U.S. dollar (“dollar” or “$”). Where the Company’s foreign subsidiaries derive their revenue primarily from services provided to the parent company as well as obtain their financing from the parent company in dollars, the Company has determined the functional currencies to be the dollar as well.
Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with the principles set forth in ASC 830, Foreign Currency Translation (“ASC 830”).
Balances in non-dollar currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions reflected in the consolidated statements of comprehensive income, the transaction date exchange rates are used. The resulting transaction gains or losses are recorded as other financial income or expense. The Company recognized $
Certain of the Company’s foreign subsidiaries acquired in the Skuad Pte. Ltd. (“Skuad”) and Boundless Technologies Limited
(“Boundless”) acquisitions have functional currencies that differ from the U.S. dollar, including the Euro and certain local currencies based on the country of domicile. In accordance with ASC 830, the assets and liabilities of these non-U.S. dollar functional currency subsidiaries are translated into U.S. dollars at the period-end rate of exchange. Revenues, costs, and expenses of the non-U.S. dollar functional currency subsidiaries are translated into U.S. dollars using transaction date exchange rates. Gains and losses resulting from these translations are recorded as a component of other comprehensive income (“OCI”). Gains and losses from the remeasurement of foreign currency transactions into the functional currency are recognized as other financial income or expense in the consolidated statements of comprehensive income.
d. Recently issued accounting pronouncements:
The Company did not adopt any new standards or updates issued by the Financial Accounting Standards Board (“FASB”) during the six months ended June 30, 2026.
FASB Standards issued, but not adopted as of June 30, 2026
In 2024, the FASB issued guidance, ASU 2024-03, which requires the disaggregated disclosure of certain costs and expenses on an interim and annual basis. The new standard is effective for annual reporting periods beginning January 1, 2027 and interim periods beginning January 1, 2028 and can be applied prospectively with the option for retrospective application to all prior periods presented in the financial statements, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its financial statement disclosures.
On September 18, 2025, the FASB issued ASU 2025-06 Accounting for and Disclosure of Software Costs. The new standard modernizes the guidance to reflect the software development approaches currently being used by removing all references to "development stages" from ASC 350-40 Intangibles—Goodwill and Other - Internal-Use Software. Under ASU 2025-06, only the following criteria in ASC 350-40-25-12(b) and (c) must be met for entities to begin capitalizing software costs: (i) management, with the relevant authority, implicitly or explicitly authorizes and commits to funding a computer software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the "probable-to-complete recognition threshold"). This standard is effective for all entities for annual reporting periods beginning January 1, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this new guidance on its financial statements and related disclosures.
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PAYONEER GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
NOTE 3 – ACQUISITIONS
Boundless
On January 19, 2026, the Company acquired a controlling equity interest and all of the voting shares of Boundless Technologies Limited, an Ireland-based Employer of Record (“EOR”) platform that helps businesses seamlessly and compliantly employ people around the world. This acquisition marks another step in Payoneer’s strategy to deliver a comprehensive financial stack for SMBs that operate internationally. The transaction was accounted for in accordance with ASC 805, Business Combinations (“ASC 805”), using the acquisition method of accounting with Payoneer as the acquirer.
The following table summarizes the fair value of the consideration transferred:
Amounts Recognized as of Acquisition Date | ||
Cash | $ | |
Fair value of deferred payment liability payable in | | |
Other | | |
Total | $ | |
The deferred payments are payable over a and
The following table summarizes the recognized amounts of identifiable assets acquired and liabilities assumed:
Amounts Recognized as of Acquisition Date | ||
Cash and cash equivalents | $ | |
Accounts receivable | | |
Other assets | | |
Intangible assets | | |
Deferred tax assets | | |
Property, plant and software | | |
Trade payables | ( | |
Outstanding operating balances | ( | |
Other payables | ( | |
Deferred tax liabilities | ( | |
Total identifiable net assets | $ | |
Goodwill | $ | |
Total | $ | |
The excess purchase price consideration over the fair value of net tangible and identifiable assets acquired was recorded as goodwill.
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PAYONEER GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
NOTE 3 – ACQUISITIONS (continued):
Due to its insignificant size relative to the Company, the Company will not provide supplemental pro forma information for the current and prior year reporting periods. Payoneer incurred acquisition-related costs of $
The allocation of the purchase price for this acquisition has been prepared on a preliminary basis and changes to the allocation to certain assets, liabilities, and tax estimates may occur as additional information becomes available throughout the measurement period, which will not exceed 12 months from the date of acquisition.
PayEco
On April 9, 2025, the Company acquired
Amounts Recognized as of Acquisition Date | ||
License intangible asset | $ | |
Deferred tax liability | ( | |
Acquired net assets | | |
Total consideration | $ | |
Fair value of deferred payment liability payable in | ( | |
Other adjustments | ( | |
Cash paid in connection with acquisition | $ | |
Cash and customer funds acquired | ( | |
Cash paid in connection with acquisition, net of cash and customer funds acquired | $ | |
Refer to Note 10 for details on the license intangible asset acquired.
Skuad
During the six months ended June 30, 2026, Payoneer paid $
NOTE 4 – CAPITAL ADVANCE (“CA”) RECEIVABLES
The Company enters into transactions with pre-qualified sellers in which the Company purchases a designated amount of future receivables for an upfront cash purchase price.
During the six months ended June 30, 2026 and 2025, the Company has purchased and collected the following principal amounts associated with CA receivables, including foreign exchange adjustments:
Six Months Ended | ||||||
June 30, | ||||||
2026 | 2025 | |||||
Beginning CA receivables, gross | $ | | $ | | ||
CA extended to customers | | | ||||
Change in revenue receivables | ( | ( | ||||
CA collected from customers | ( | ( | ||||
Charge-offs, net of recoveries | | ( | ||||
Ending CA receivables, gross | $ | | $ | | ||
Allowance for CA losses |
| ( |
| ( | ||
CA receivables, net | $ | | $ | | ||
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PAYONEER GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
NOTE 4 – CAPITAL ADVANCE (“CA”) RECEIVABLES (continued):
The following are current and overdue balances that are segregated into the timing of expected collections at June 30, 2026:
Due in less | Due in 30‑60 | Due in 60‑90 | Due in more | ||||||||
Total | | Overdue | | than 30 days | | days | | days | | than 90 days | |
$ | | | | | | | |||||
The following are current and overdue balances that are segregated into the timing of expected collections at December 31, 2025:
| Due in less | Due in 30‑60 | Due in 60‑90 | | Due in more | ||||||
Total | | Overdue | | than 30 days | | days | | days | | than 90 days | |
$ | |
|
|
|
|
| |||||
As of June 30, 2026 and December 31, 2025, in calculating the allowance for CA losses, the Company applied a range of loss rates to the CA portfolio of
NOTE 5 – CUSTOMER FUNDS AND INVESTMENTS
The Company has invested certain customer funds in available-for-sale debt securities and term deposits. The following table summarizes the assets underlying customer funds as of June 30, 2026 and December 31, 2025:
June 30, | December 31, | ||||
2026 | 2025 | ||||
Cash and cash equivalents | $ | | $ | | |
Available-for-sale debt securities | | | |||
Term deposits | | | |||
Total current customer funds | $ | | $ | | |
Term deposits - non-current | | | |||
Total non-current customer funds | $ | | $ | | |
Total customer funds | $ | | $ | | |
As of June 30, 2026, the estimated fair value of the available-for-sale debt securities included $
Unrealized losses have not been recognized into income as the Company neither intends to sell, nor anticipates that it is more likely than not that it will be required to sell, the securities before recovery of their amortized cost basis. The decline in fair value is due to changes in market interest rates, rather than credit losses. The Company will continue to monitor the performance of the investment portfolio and assess whether impairment due to expected credit losses has occurred.
During the period ended June 30, 2026, the Company did not sell any available-for-sale debt securities or incur any realized gains or losses.
As of June 30, 2026, $
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PAYONEER GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
NOTE 6 – DERIVATIVES AND HEDGING
The following table summarizes the fair value of outstanding derivative instruments at June 30, 2026 and December 31, 2025.
Balance Sheet Location | June 30, 2026 | December 31, 2025 | ||||||
Derivative assets designated as hedge accounting instruments: | ||||||||
Interest rate floors | $ | | $ | | ||||
Foreign currency forwards | | | ||||||
Total current derivative assets | $ | | $ | | ||||
Interest rate floors | | | ||||||
Total derivative assets | $ | | $ | | ||||
Derivative liabilities designated as hedge accounting instruments: | ||||||||
Foreign currency forwards | $ | | $ | - | ||||
Total derivative liabilities | $ | | $ | - | ||||
During the three months ended June 30, 2026 and 2025, the Company recognized $
During the three months ended June 30, 2026 and 2025, the Company recognized reductions to revenue of $
As of June 30, 2026, the Company estimated that $
As of June 30, 2026 and December 31, 2025, the Company recognized an obligation to return cash collateral related to interest rate floors of $
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PAYONEER GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
NOTE 7 – FAIR VALUE
The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025:
June 30, 2026 | |||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||
Financial Assets: | |||||||||||
U.S. Treasury Securities (included within Customer funds) | $ | | $ | — | $ | — | $ | | |||
Derivative assets (included within Other current assets) | |||||||||||
Interest rate floors1 | $ | — | $ | | $ | — | $ | | |||
Foreign currency forwards | — | | — | | |||||||
Total current derivative assets | $ | — | $ | | $ | — | $ | | |||
Derivative assets (included within Other non-current assets) | |||||||||||
Interest rate floors1 | $ | — | $ | | $ | — | $ | | |||
Total financial assets | $ | | $ | | $ | — | $ | | |||
Financial Liabilities: | |||||||||||
Foreign currency forwards | $ | — | $ | | $ | — | $ | | |||
Boundless acquisition deferred payment liability (included within Other payables) | — | — | | | |||||||
PayEco deferred payment liability (included within Other payables) | — | — | | | |||||||
Total financial liabilities | $ | — | $ | | $ | | $ | | |||
December 31, 2025 | |||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||
Financial Assets: | |||||||||||
U.S. Treasury Securities (included within Customer funds) | $ | | $ | — | $ | — | $ | | |||
Derivative assets (included within Other current assets) | |||||||||||
Interest rate floors1 | $ | — | $ | | $ | — | $ | | |||
Foreign currency forwards | — | | — | | |||||||
Total current derivative assets | $ | — | $ | | $ | — | $ | | |||
Derivative assets (included within Other non-current assets) | |||||||||||
Interest rate floors1 | $ | — | $ | | $ | — | $ | | |||
Total financial assets | $ | | $ | | $ | — | $ | | |||
Financial Liabilities: | |||||||||||
Skuad acquisition earnout liability (included within Other payables) | $ | — | $ | — | $ | | $ | | |||
PayEco deferred payment liability (included within Other long-term liabilities) | $ | — | $ | — | $ | | $ | | |||
Total financial liabilities | $ | — | $ | — | $ | | $ | | |||
Note 1: As of June 30, 2026 and December 31, 2025, the Company recognized an obligation to return cash collateral related to its interest rate floors of $
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PAYONEER GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
NOTE 7 – FAIR VALUE (continued):
The Company’s foreign currency derivative instruments are valued using pricing models that take into account the contract terms and relevant currency rates. The Company’s interest rate floors are valued using pricing models that take into account the contract terms and relevant interest rates.
As of June 30, 2026 and December 31, 2025, the fair values of the Company’s cash, cash equivalents, customer funds (other than the portion consisting of available-for-sale debt securities), restricted cash, accounts receivable, capital advance receivables, accounts payable, and outstanding operating balances approximated the carrying values of these instruments presented in the Company’s condensed consolidated balance sheets because of their nature.
In 2024, the Company recognized a liability for contingent consideration related to the Skuad acquisition. During the three and six months ended June 30, 2026, the Company recognized $
In 2025, the Company recognized liabilities for deferred payments related to the PayEco acquisition. During the three and six months ended June 30, 2026, the Company recognized $
NOTE 8 - OTHER CURRENT ASSETS
Composition of Other current assets, grouped by major classifications, is as follows:
| June 30, | | December 31, | |||
2026 | 2025 | |||||
Income receivable | $ | | $ | | ||
Prepaid expenses | | | ||||
Prepaid income taxes |
| |
| | ||
Derivative assets |
| |
| | ||
Other | | | ||||
Total Other current assets | $ | | $ | | ||
NOTE 9 – PROPERTY, EQUIPMENT AND SOFTWARE
Composition of property, equipment and software, grouped by major classifications, is as follows:
| June 30, | | December 31, | |||
2026 | 2025 | |||||
Computers, software and peripheral equipment | $ | | $ | | ||
Leasehold improvements |
| |
| | ||
Furniture and office equipment |
| |
| | ||
Property, equipment and software |
| |
| | ||
Accumulated depreciation |
| ( |
| ( | ||
Property, equipment and software, net | $ | | $ | | ||
Depreciation expense for the three months ended June 30, 2026 and 2025 was $
During the three and six months ended June 30, 2026, the Company disposed of Leasehold improvements and Furniture and office equipment with a cost of $
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PAYONEER GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
NOTE 10 –GOODWILL AND INTANGIBLE ASSETS
Goodwill
Refer to Note 3 for details around goodwill acquired during the six months ended June 30, 2026. The following table presents the goodwill balance and adjustments related to those balances during the six months ended June 30, 2026.
Foreign | ||||||||||
Currency | ||||||||||
December 31, | | Goodwill | | Translation | | June 30, | ||||
| 2025 | | Acquired | | Adjustments | | 2026 | |||
Total goodwill | $ | |
| |
| ( | $ | | ||
Intangible Assets
Composition of intangible assets, grouped by major classifications, is as follows:
| June 30, 2026 | | December 31, 2025 | |||||||||||||||
Gross Carrying Value | Accumulated Amortization | Net Carrying Value | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | |||||||||||||
Internal use software | $ | | ( | $ | | $ | | $ | ( | $ | | |||||||
Acquired developed technology |
| | ( |
| |
| |
| ( |
| | |||||||
Customer relationships | | ( | | | ( | | ||||||||||||
Payment license | | — | | | — | | ||||||||||||
Intangible assets, net | $ | | $ | ( | $ | | $ | | $ | ( | $ | | ||||||
As discussed in Note 3, in January 2026, the Company completed its acquisition of Boundless. As part of this acquisition, the Company acquired $
As discussed in Note 3, in 2025, the Company completed its acquisition of PayEco. The Company determined that this transaction is an asset acquisition under ASC 805, as the acquired group of assets does not have a substantive process that together with the assets acquired significantly contribute to the ability to create outputs. Therefore, the business definition is not met. The Company has determined that the license is an indefinite lived intangible asset with a carrying value of $
Amortization expense for the three months ended June 30, 2026 and 2025 was $
During the three and six months ended June 30, 2026, the Company recognized $
Expected future finite-lived intangible asset amortization as of June 30, 2026, excluding capitalized internal use software of $
Fiscal years |
| | |
Remaining 2026 | $ | | |
2027 | | ||
2028 | | ||
2029 | | ||
2030 and thereafter | | ||
Total | $ | |
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PAYONEER GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
NOTE 11 - OTHER PAYABLES
Composition of Other payables, grouped by major classifications, is as follows:
| June 30, | | December 31, | |||
2026 | 2025 | |||||
Employee related compensation | $ | | $ | | ||
Accrued expenses |
| |
| | ||
Commissions payable |
| |
| | ||
Lease liability | | | ||||
Deferred revenue | | | ||||
PayEco acquisition deferred payment liability | | — | ||||
Income tax payable |
| |
| | ||
Boundless acquisition deferred payment liability | | — | ||||
Skuad acquisition earnout liability | — | | ||||
Other | | | ||||
Total Other payables | $ | | $ | | ||
NOTE 12 – OTHER LONG-TERM LIABILITIES
Composition of other long-term liabilities, grouped by major classifications, is as follows:
| June 30, | | December 31, | |||
2026 | 2025 | |||||
Long-term lease liabilities | $ | | $ | | ||
Reserves for uncertain income tax positions | | | ||||
Other tax provisions | | | ||||
PayEco acquisition deferred payment liability | — | | ||||
Severance pay liabilities |
| |
| | ||
Total other long-term liabilities | $ | | $ | | ||
NOTE 13 –SHAREHOLDERS’ EQUITY:
Share Repurchase Program and Treasury Stock
On May 7, 2023, the Company’s Board of Directors authorized a stock repurchase program that provides for the repurchase of up to $
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PAYONEER GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
NOTE 13 –SHAREHOLDERS’ EQUITY (continued):
During the three and six months ended June 30, 2026, the Company repurchased
Accumulated Other Comprehensive Income (Loss)
The changes in the balances of each component of accumulated other comprehensive income (loss), net of tax, for three and six months ended June 30, 2026 and 2025 were as follows:
Three Months Ended June 30, 2026 | ||||||||||||
Foreign currency translation adjustments | Unrealized gains (losses) on available-for-sale debt securities | Unrealized losses on cash flow hedges | Total | |||||||||
Beginning balance | $ | ( | | ( | $ | ( | ||||||
Other comprehensive loss before reclassifications | ( | ( | ( | ( | ||||||||
Amount of loss reclassified from AOCI | — | — | ( | ( | ||||||||
Net current period other comprehensive loss |
| ( |
| ( |
| ( |
| ( | ||||
Ending balance | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Six Months Ended June 30, 2026 | ||||||||||||
Foreign currency translation adjustments | Unrealized gains (losses) on available-for-sale debt securities | Unrealized losses on cash flow hedges | Total | |||||||||
Beginning balance | $ | ( | | ( | $ | ( | ||||||
Other comprehensive loss before reclassifications | ( | ( | ( | ( | ||||||||
Amount of loss reclassified from AOCI | — | — | ( | ( | ||||||||
Net current period other comprehensive loss |
| ( |
| ( |
| ( |
| ( | ||||
Ending balance | $ | ( | $ | ( | $ | ( | $ | ( | ||||
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PAYONEER GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
NOTE 13 –SHAREHOLDERS’ EQUITY (continued):
Three Months Ended June 30, 2025 | ||||||||||||
Foreign currency translation adjustments | Unrealized gains on available-for-sale debt securities | Unrealized gains (losses) on cash flow hedges | Total | |||||||||
Beginning balance | $ | ( | $ | | $ | ( | $ | ( | ||||
Other comprehensive income before reclassifications | | | | | ||||||||
Amount of loss reclassified from AOCI | — | — | ( | ( | ||||||||
Net current period other comprehensive income |
| |
| |
| |
| | ||||
Ending balance | $ | ( | $ | | $ | ( | $ | | ||||
Six Months Ended June 30, 2025 | ||||||||||||
Foreign currency translation adjustments | Unrealized gains (losses) on available-for-sale debt securities | Unrealized gains (losses) on cash flow hedges | Total | |||||||||
Beginning balance | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Other comprehensive income (loss) before reclassifications | ( | | | | ||||||||
Amount of loss reclassified from AOCI | — | — | ( | ( | ||||||||
Net current period other comprehensive income (loss) |
| ( |
| |
| |
| | ||||
Ending balance | $ | ( | $ | | $ | ( | $ | | ||||
NOTE 14 – COMMITMENTS AND CONTINGENCIES
The Company’s business is subject to various laws and regulations in the United States and other countries where the Company operates. Any regulatory action, tax or legal challenge against the Company for noncompliance with any regulatory or legal requirement could result in significant fines, penalties, or other enforcement actions, increased costs of doing business through adverse judgment or settlement, reputational harm, loss of banking or other operational relationships, the diversion of significant amounts of management time and operational resources, and could require changes in compliance requirements or impose limits on the Company’s ability to expand its product offerings, or otherwise harm or have a material adverse effect on the Company’s business. From time to time, the Company incurs insignificant fines and penalties in the ordinary course of business.
On September 28, 2021, the National Banking and Securities Commission (CNBV) and the Bank of Mexico revoked the banking license of a banking entity utilized by the Company due to the banking entity not meeting applicable capital requirements. As a result, the Company is unable to withdraw funds from the banking entity. The Company has reserved $
On August 3, 2026, the Company received a demand letter from a purported shareholder of the Company, alleging that the disclosures in the Company’s preliminary proxy statement, dated July 31, 2026, related to the Merger, were deficient, and demanding that the Company issue corrective disclosures. The Company believes the allegations in the demand letter are without merit.
From time to time, the Company is involved in other disputes or regulatory inquiries that arise in the ordinary course of business. These may include suits by its customers alleging, among other things, acting unfairly and/or not in conformity regarding pricing, rules or agreements, improper disclosure of the Company’s prices, rules, or policies or that the Company’s practices, prices, rules, policies, or customer agreements violate applicable law.
In addition to these types of disputes and regulatory inquiries, the operations of the Company are also subject to regulatory and/or legal review and/or challenges that tend to reflect the increasing global regulatory focus to which the industry in which the Company operates is subject and, when taken as a whole with other regulatory and legislative action, such actions could result in the imposition of costly new compliance burdens on the Company and may lead to increased costs and decreased transaction volume and revenue.
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PAYONEER GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
NOTE 14 – COMMITMENTS AND CONTINGENCIES (continued):
This includes the risk that tax authorities in various jurisdictions may challenge, and in some cases have challenged, the Company’s compliance with non-income tax obligations which could result in assessments, disputes, and additional compliance requirements affecting the Company and our customers.
Any claims or regulatory actions against the Company, whether meritorious or not, could be time consuming, result in costly litigation, settlement payments, damage awards (including statutory damages for certain causes of action in certain jurisdictions), fines, penalties, injunctive relief, or increased costs of doing business through adverse judgment or settlement, require the Company to change its business practices, require significant amounts of management time, result in the diversion of operational resources, or otherwise harm the business.
NOTE 15 – REVENUE
The following table presents revenue recognized from contracts with customers as well as revenue from other sources:
Three Months Ended June 30, |
| Six Months Ended June 30, | ||||||||||
| 2026 | | 2025 | | 2026 | 2025 | ||||||
Revenue recognized at a point in time | $ | | $ | | $ | | $ | | ||||
Revenue recognized over time |
| |
| | | | ||||||
Revenue from contracts with customers | $ | | $ | | $ | | $ | | ||||
Interest income on customer balances | $ | | $ | | $ | | $ | | ||||
Capital advance income | | | | | ||||||||
Revenue from other sources | $ | | $ | | $ | | $ | | ||||
Total revenues | $ | | $ | | $ | | $ | | ||||
Based on the information provided to and reviewed by the Company’s Chief Operating Decision Maker (“CODM”), the Company believes that the nature, amount, timing, and uncertainty of its revenue and cash flows and how they are affected by economic factors are most appropriately depicted through its primary regional markets. The following table presents the Company’s revenue disaggregated by primary regional market, with revenues being attributed to the country (in the region) in which the billing address of the transacting customer is located, with the exception of global bank transfer revenues, where revenues are disaggregated based on the billing address of the transaction funds source.
Three Months Ended |
| Six Months Ended | ||||||||||
June 30, | June 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Primary regional markets |
| |
| | ||||||||
Greater China1 | $ | | $ | | $ | | $ | | ||||
Europe, Middle East, and Africa2 | | | | | ||||||||
Asia-Pacific2 | | | | | ||||||||
Latin America2 | | | | | ||||||||
North America3 | | | | | ||||||||
Total revenues | $ | | $ | | $ | | $ | | ||||
(1) | Greater China is inclusive of mainland China, Hong Kong, Macao and Taiwan. |
(2) | No single country included in any of these regions generated more than 10% of total revenue. |
(3) | The United States is the Company’s country of domicile. Of North America revenues, the U.S. represents $ |
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PAYONEER GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
NOTE 16 - TRANSACTION COSTS
Composition of transaction costs, grouped by major classifications, is as follows:
| Three Months Ended | Six Months Ended | ||||||||||
June 30, |
| June 30, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Bank and processor fees | $ | | $ | | $ | | $ | | ||||
Network fees |
| |
| | | | ||||||
Chargebacks and operational losses | | | | | ||||||||
Card costs |
| |
| | | | ||||||
Capital advance costs, net of recoveries |
| ( |
| | ( | | ||||||
Other |
| |
| | | | ||||||
Total transaction costs | $ | | $ | | $ | | $ | | ||||
NOTE 17 – SEGMENT INFORMATION
The Company determines operating segments based on how its CODM manages the business, makes operating decisions around the allocation of resources, and evaluates operating performance. The Company’s CODM are its Chief Executive Officer and Chief Financial Officer, who review its operating results on a consolidated basis. The Company operates in
The Company’s CODM use consolidated net income, as shown on the condensed consolidated statements of comprehensive income, as the measure of segment profitability. The CODM use net income to evaluate the Company’s ongoing operations and for internal planning and forecasting purposes. This analysis is used in making strategic investment decisions. The Company’s measure of segment assets is reported on the condensed consolidated balance sheets as total assets.
Three Months Ended June 30, |
| Six Months Ended June 30, | ||||||||||
2026 | | 2025 |
| | 2026 | | 2025 | |||||
Revenue | $ | | $ | | $ | | $ | | ||||
Less: |
|
|
|
| ||||||||
Transaction cost1 | ( | ( | ( | ( | ||||||||
Labor & related |
| ( |
| ( |
| ( |
| ( | ||||
Stock-based compensation |
| ( |
| ( |
| ( |
| ( | ||||
3rd party contractors | ( | ( | ( | ( | ||||||||
IT & communication | ( | ( | ( | ( | ||||||||
Depreciation & amortization | ( | ( | ( | ( | ||||||||
Other operating expenses2 | ( | ( | ( | ( | ||||||||
Income taxes | ( | ( | ( | ( | ||||||||
Other segment items3 | ( | ( | ( | ( | ||||||||
Net income (loss) | $ | ( | $ | | $ | | $ | | ||||
(1) Refer to Note 16 for disaggregation of transaction cost into significant segment expense categories.
(2) Other operating expenses include miscellaneous, individually insignificant operating expenses. The Company’s CODM review these items in aggregate.
(3)
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PAYONEER GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
NOTE 18 – STOCK-BASED COMPENSATION
Stock Options
The following table summarizes the options to purchase shares of common stock activity under the Company’s equity incentive plans for the six months ended June 30, 2026:
| Options | |
Outstanding at December 31, 2025 |
| |
Granted |
| — |
Exercised |
| ( |
Forfeited |
| ( |
Outstanding at June 30, 2026 | | |
Exercisable at June 30, 2026 | |
The weighted average exercise price of the options outstanding as of June 30, 2026 was $
Restricted and Performance Stock Units
The following table summarizes the restricted stock unit (“RSU”) and performance stock unit (“PSU”) activity under the Company’s equity incentive plan and other business arrangements associated with business acquisitions as of June 30, 2026:
| Units | |
Outstanding December 31, 2025 |
| |
Granted |
| |
Vested |
| ( |
Withhold to cover shares repurchased | ( | |
Forfeited |
| ( |
Outstanding June 30, 2026 |
| |
During the six months ended June 30, 2026 the number of shares reserved for issuance under the Company’s Omnibus Stock Incentive Plan was increased by
In the same period, the Company granted
The Company withholds common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of restricted stock units under its employee equity incentive plan in the United States. During the three months ended June 30, 2026 and 2025, the Company withheld
The Company collects cash from proceeds from certain international employees’ sales of common stock. The amount is held in a Company bank account until it is remitted to the employees. Due to the restrictions on the use of the funds in the bank account, we have classified the amount as short-term restricted cash, and a corresponding liability is included in Other payables in the condensed consolidated balance sheets. As of June 30, 2026, $
Pursuant to the Merger Agreement, the Company may not issue or grant additional equity awards without the written consent of Nuvei or as otherwise contemplated by the Merger Agreement.
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PAYONEER GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
NOTE 18 – STOCK-BASED COMPENSATION (continued):
Employee Stock Purchase Plan
During the six months ended June 30, 2026, the number of shares reserved for issuance under the Company’s Employee Stock Purchase Plan (“ESPP”) was increased by
The expense associated with the ESPP recognized during the three and six months ended June 30, 2026 was $
Pursuant to the Merger Agreement, no new Offering Period or Purchase Period (as such terms are defined in the ESPP) shall commence, and no new participants shall be permitted to enroll in the ESPP, following the date of the Merger Agreement.
Impact on Results of Operations
The impact on the Company’s results of operations of recording stock-based compensation expense under the Company’s equity incentive plans and other stock-based consideration arrangements associated with business acquisitions, including the ESPP, were as follows:
Three Months Ended | Six Months Ended | |||||||||||
| June 30, |
| June 30, | |||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Other operating expenses | $ | | $ | | $ | | $ | | ||||
Research and development expenses |
| |
| | | | ||||||
Sales and marketing expenses |
| |
| | | | ||||||
General and administrative expenses |
| |
| | | | ||||||
Total stock-based compensation | $ | | $ | | $ | | $ | | ||||
Note that $
NOTE 19 - INCOME TAXES
The Company’s provision for income taxes in the interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in the period.
The Company had an effective tax rate of
For the six months ended June 30, 2025, the difference between the Company’s effective tax rate and the U.S. federal statutory rate of
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PAYONEER GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
NOTE 19 - INCOME TAXES (continued):
The Company maintains a valuation allowance in jurisdictions where it is more likely than not that all or a portion of a deferred tax asset may not be realized. In determining whether a valuation allowance is warranted, the Company evaluates factors such as prior earnings history, expected future earnings and the reversal of existing taxable temporary differences. As of June 30, 2026, the Company maintains a full valuation allowance on deferred tax assets in Germany, as well as on deferred tax assets in Singapore and China related to the Skuad and PayEco acquisitions, respectively. Based on management assessment, it is more likely than not that these deferred tax assets will not be realized. The Company maintains its previous conclusion that a valuation allowance on deferred tax assets in the United States and Israel is not necessary.
NOTE 20 – NET EARNINGS PER SHARE
The Company’s basic net earnings per share is calculated by dividing net income attributable to common shareholders by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. The diluted net earnings per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net earnings per share is the same as basic net earnings per share in periods when the effects of potentially dilutive shares of common shares are anti-dilutive.
Basic and diluted net earnings per share attributable to common stockholders were calculated as follows:
| Three Months Ended | Six Months Ended | ||||||||||
June 30, |
| June 30, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
| (In thousands, except share and per share data) | |||||||||||
Numerator: |
| |
| | ||||||||
Net income (loss) | $ | ( | $ | | $ | | $ | | ||||
Denominator: |
| |
| | | | ||||||
Weighted average common shares outstanding — | ||||||||||||
Basic | | | | | ||||||||
Add: | ||||||||||||
Dilutive impact of RSUs, ESPP and options to purchase common stock | — | | | | ||||||||
Dilutive impact of private warrants | — | | — | | ||||||||
Weighted average common shares – diluted | | | | | ||||||||
Net income (loss) per share attributable to common stockholders — Basic earnings per share | $ | ( | $ | | $ | | $ | | ||||
Diluted earnings per share | $ | ( | $ | | $ | | $ | | ||||
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PAYONEER GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
NOTE 20 – NET EARNINGS PER SHARE (continued):
Note that the following shares have been excluded from the computation of diluted earnings per share for the three and six months ended June 30, 2026 and 2025 as their effect was antidilutive, conditions were not met, or they were not in the money in the reporting period.
Three Months Ended | Six Months Ended | |||||||||||
June 30, | June 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
RSUs |
| | |
| | | ||||||
RSUs with market conditions |
| |
| |
| |
| | ||||
PSUs | | | | | ||||||||
Earn-out1 |
| - |
| |
| |
| | ||||
Options to purchase common stock | | | | - | ||||||||
ESPP2 | | - | - | - | ||||||||
Total anti-dilutive securities | | | | | ||||||||
Note 1: As that term is defined in the Agreement and Plan of Reorganization dated February 3, 2021 (as amended) with FTAC Olympus Acquisition Corp.
Note 2: As a result of the net loss for the three months ended June 30, 2026,
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PAYONEER GLOBAL INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Throughout this section, unless otherwise noted, “we”, “us”, “our”, “Payoneer”, and the “Company” refer to Payoneer Global Inc.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis, including information with respect to our future performance, liquidity and capital resources, and general and administrative functions, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Statement on Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
Payoneer is a financial technology company purpose-built to enable the world’s small and medium-sized businesses (“SMB(s)”) to grow and operate their businesses around the world by reliably and securely connecting them to the global digital economy. Payoneer was founded in 2005 and in the 20+ years since the Company’s founding, we have built a global financial stack that makes it easier for millions of SMBs and entrepreneurs, particularly in emerging markets, to access global demand and supply, pay and get paid, and manage their cross border and other financial operations needs from a single platform. Payoneer’s core value proposition is that we remove the complexity and barriers of doing business across borders for our customers. With a multi-currency Payoneer Account, businesses around the world can serve and transact with their global customers, suppliers, vendors, and partners as if they were local.
The Payoneer financial stack is comprised of a secure, regulated payment infrastructure platform that provides customers with a one stop, global, multi-currency account to serve their comprehensive cross-border accounts receivable (“AR”) and accounts payable (“AP”) needs, including multicurrency account capabilities and services such as funds management, expense management, workforce management, and working capital. Payoneer’s global platform is built with a focus on security, stability and redundancy. The Company leverages close to 100 banking and payment service providers globally to support transactions in over 7,000 trade corridors and enable same-day and real-time settlement in over 150 countries.
Payoneer serves SMBs located in more than 190 countries and territories and operating in a wide variety of industries, and we have nearly 2 million active customers. Customers include goods exporters selling cross-border to consumers and other businesses, services companies exporting their capabilities to international clients, independent professionals, creators, contractors, and business owners capitalizing on the digitization of the workplace and remote work, vacation rental hosts, and businesses working with suppliers and vendors in different countries. Payoneer’s customers sell their goods or services either via marketplaces or directly to other businesses (B2B), and/or to customers via webstores.
Payoneer has built a meaningful brand and efficient go-to-market engine that enables us to drive customer acquisition and growth through a diverse range of channels. We leverage our global partnerships and enterprise relationships, deep local knowledge and sales presence, product- and customer-driven network effects, and organic traffic to our onboarding channels.
Our customers have trusted the Payoneer platform to process $23.7 billion and $20.7 billion in volume during the three months ended June 30, 2026 and 2025, respectively, and $46.4 billion and $40.4 billion in volume during the six months ended June 30, 2026 and 2025, respectively.
Looking forward, we intend to continue to invest actively to enhance our global platform, deliver new products, extend our regulatory footprint, further automate our operations and increase new customer growth to deliver more value to customers around the world.
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Key Developments and Trends
Proposed Acquisition by Nuvei
On June 12, 2026, the Company entered into an Agreement and Plan of Merger with Neon Maple Parent Inc., a corporation incorporated under the laws of Canada, and Panda Acquisition Sub Inc., a Delaware corporation and wholly owned indirect subsidiary of Nuvei, pursuant to which the Company will become a wholly owned subsidiary of Nuvei if the Merger is consummated. If the Merger is consummated, each share of Company Common Stock, subject to certain limitations, will be converted into the right to receive $7.40 in cash, without interest.
The proposed Merger represents a significant pending corporate transaction and remains subject to certain customary closing conditions, including approval by our stockholders, required regulatory approvals and government approvals, and other conditions set forth in the Merger Agreement. As a result, there can be no assurance that the Merger will be completed on the expected timeline or at all.
During the period until the transaction is completed or terminated, we expect to incur transaction-related costs and devote management attention and resources related to the proposed Merger. The proposed Merger may also affect our operating plans, capital allocation decisions, and liquidity depending on the timing of the outcome of the transaction. In addition, due to certain restrictions in the Merger Agreement on the conduct of our business prior to completing the Merger, we may be unable (without Nuvei’s prior written consent), during the pendency of the Merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions. For additional information regarding the Merger Agreement and related risks, see our Current Report on Form 8-K filed on June 15, 2026, Note 1, General Overview and Part II Item 1A, “Risk Factors” contained in this Quarterly Report on Form 10-Q.
Macroeconomic Conditions
We are focused on executing our strategy for growth and capturing the long-term opportunity of serving cross-border SMBs from around the world. However, macroeconomic conditions, including geopolitical and other global events that impact consumer and business spending and behavior, such as, but not limited to, the interest rate environment, inflation, evolving changes in global trade policies (including the imposition of tariffs), local political instability, global health crises, supply chain dislocations, regional and other conflicts, including the ongoing war in Ukraine, the U.S. and Israel’s war with Iran, Israel’s other conflicts in the Middle East and the volatility in the region, and disruptions and instability and regulatory changes in the banking sector may impact our customers, providers, banking partners and relationships and ultimately the amount of volume processed on our platform which may affect our results of operations. For example, the imposition of significant trade policy measures and tariffs by the U.S. government, including but not limited to tariffs on China, has introduced increased uncertainty and potential risks and opportunities for both our customers and our business. The long-term effects of these and any future trade actions on the global economy and our business remain uncertain. These developments could have a material adverse impact on our financial results in any given reporting period. We continue to monitor evolving trade policies and will evaluate potential impacts on our financial statements as more information becomes available.
Although the timing, magnitude and changes in interest rates remains uncertain, a decline in interest rates would negatively impact our interest income. In response, to reduce our sensitivity to declines in short term interest rates we have invested $1.8 billion of our customer funds in both available-for-sale debt securities and term deposits to reduce our sensitivity to declines in short term interest rates, and have purchased interest rate derivative contracts with respect to $2.2 billion in customer funds to provide a floor against the impact of interest rate declines below levels defined in the relevant interest rate derivative instruments.
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Impact of Conflicts in the Middle East
In October 2025, a ceasefire between Israel and Hamas entered into effect, to end a two-year long war between them that started on October 7, 2023. Conflicts between Israel and Hezbollah, Iran and other proxies of the Iranian regime, however, continued into 2026, including the U.S. and Israel’s war with Iran that broke out in February 2026. During the ongoing conflicts in the region, we continued to operate our business and serve our customers around the world and, to date, our ability to support customers has not been materially impacted. We continue to monitor the situation closely and benefit from our broad geographic footprint, partially outsourced operations model, and a robust business continuity plan. Additionally, our technology infrastructure has redundancy in place outside of Israel. Approximately 47% of our global employee base is located in Israel, including approximately 74% of our research and development resources, as of June 30, 2026. As of June 30, 2026, an insignificant portion of our Israeli workforce were called to military reserve duty and we have contingencies in place to cover impacted roles and responsibilities.
Our revenue derived from customers based in Israel was insignificant for both the three and six months ended June 30, 2026 and 2025, respectively, and is included within revenues from Europe, Middle East, and Africa within Note 15 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
The volatility in the region remains high, and the state of the conflict continues to evolve, which could continue to adversely affect economic conditions in Israel and in the broader region, and could impact revenues from customers located in Israel and the region. At this time, it is difficult to assess the full impact that the ongoing regional conflicts may have on our future results of operations. Any escalation, expansion, or a prolonged continuation of the conflicts, including a prolonged period of disruption in global oil supply, has the potential to impact our operations as well as negatively impact the broader global economy, including the e-commerce sector, and may have a material adverse effect on the results of our operations.
Impact of the war in Ukraine
The ongoing war between Ukraine and Russia, resulted in economic sanctions on Russia, Belarus, and certain territories in Ukraine. We provide services to customers in Ukraine and in jurisdictions that are or may be impacted by these economic sanctions. We do not provide services to customers in Russia, and we have limited our payment services to Belarus customers. We maintain a robust transaction monitoring program designed to comply with imposed sanctions and to monitor the impact the conflict may have on our results of operations. Our revenues in Ukraine have remained relatively stable as a percentage of our business. For the three and six months ended June 30, 2026, Ukraine and Belarus, combined, accounted for less than 10% of our revenue, of which Belarus accounted for less than 1% of our revenue. Further escalation of the conflict may have a material effect on our results of operations.
Recent Acquisitions
On January 19, 2026, the Company acquired a controlling equity interest and all of the voting shares of Boundless Technologies Limited, an Ireland-based Employer of Record (“EOR”) platform that helps businesses seamlessly and compliantly employ people around the world. This acquisition marks another step in Payoneer’s strategy to deliver a comprehensive financial stack for SMBs that operate internationally.
On April 9, 2025, Payoneer acquired 100% of the outstanding equity of PayEco Finance Information Holding Corporation, the parent company of EasyLink Payment Co., Ltd. (now Payoneer Payments (Guangdong) Co., Ltd.), a licensed China based payment service provider. The acquisition strengthens Payoneer’s global regulatory infrastructure and positions it to better serve China-based customers with enhanced and localized products and services.
On August 5, 2024, Payoneer acquired 100% of the outstanding equity of Skuad Pte. Ltd. (“Skuad”), a global workforce and payroll management company. The acquisition accelerates Payoneer’s strategy to deliver a comprehensive and integrated financial stack for SMBs that operate internationally.
Refer to Note 3 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information on these acquisitions.
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Results of Operations
The period-to-period comparisons of our results of operations have been prepared using the historical periods in our condensed consolidated financial statements. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related Notes included within this Quarterly Report on Form 10-Q.
Three months ended | Six months ended |
| |||||||||||||||
June 30, | Increase/ | June 30, | Increase/ |
| |||||||||||||
| 2026 | | 2025 | | (Decrease) | | 2026 | | 2025 | | (Decrease) |
| |||||
(in thousands except percentages) | |||||||||||||||||
Revenues | $ | 274,258 | $ | 260,614 |
| 5 | % | $ | 535,853 | $ | 507,231 |
| 6 | % | |||
Transaction costs |
| 37,682 |
| 40,566 |
| (7) | % |
| 72,884 |
| 79,915 |
| (9) | % | |||
Other operating expenses |
| 41,260 |
| 42,703 |
| (3) | % |
| 81,271 |
| 84,361 |
| (4) | % | |||
Research and development expenses |
| 46,968 |
| 37,387 |
| 26 | % |
| 90,294 |
| 74,658 |
| 21 | % | |||
Sales and marketing expenses |
| 61,770 |
| 57,312 |
| 8 | % |
| 119,882 |
| 112,038 |
| 7 | % | |||
General and administrative expenses |
| 48,421 |
| 37,016 |
| 31 | % |
| 84,428 |
| 66,920 |
| 26 | % | |||
Depreciation and amortization |
| 21,224 |
| 15,553 |
| 36 | % |
| 40,140 |
| 29,943 |
| 34 | % | |||
Total operating expenses | 257,325 | 230,537 | 12 | % | 488,899 | 447,835 | 9 | % | |||||||||
Operating income | 16,933 | 30,077 | (44) | % | 46,954 | 59,396 | (21) | % | |||||||||
Financial expense: | |||||||||||||||||
Other financial expense, net | 10,622 | 227 | ** | % | 11,434 | 1,777 | ** | % | |||||||||
Financial expense, net |
| 10,622 |
| 227 |
| ** | % |
| 11,434 |
| 1,777 |
| ** | % | |||
Income before income taxes | 6,311 | 29,850 | (79) | % | 35,520 | 57,619 | (38) | % | |||||||||
Income taxes | 8,747 | 10,370 | (16) | % | 18,388 | 17,562 | 5 | % | |||||||||
Net income (loss) | $ | (2,436) | $ | 19,480 |
| (113) | % | $ | 17,132 | $ | 40,057 |
| (57) | % | |||
Revenues
Revenues were $274.3 million and $535.9 million for the three and six months ended June 30, 2026, an increase of $13.6 million and $28.6 million, or 5% and 6%, respectively, compared to the prior year period. This increase in revenue was primarily comprised of an increase in SMB revenue, including $10.5 million and $22.4 million from B2B SMBs, $4.4 million and $7.7 million from SMBs selling DTC, and $2.8 million and $7.1 million from SMBs that sell on marketplaces, for the three and six months ended June 30, 2026, respectively. This growth in SMB revenue was driven by continued adoption of our high value services, certain monetization initiatives, and ongoing growth in high value regions. This increase in revenues was partially offset by a decrease of $6.2 million and $12.7 million in interest income earned on customer balances for the three and six months ended June 30, 2026, respectively, resulting from modestly lower interest rates, and partially offset by an increase in customer balances held on our platform compared to the prior year period.
Transaction costs
Transaction costs were $37.7 million and $72.9 million for the three and six months ended June 30, 2026, respectively, a decrease of $2.9 million and $7.0 million, or 7% and 9%, respectively, compared to the prior year periods. The decrease compared to the prior year periods were driven primarily by a decrease of $3.2 million and $5.8 million in Network fees, and $1.0 million and $2.2 million in Capital advance costs driven by lower capital advance losses, net of recoveries, for the three and six months ended June 30, 2026, respectively. The decrease in transaction costs outpaced the increase in total volume due to more favorable terms with financial institutions, payment processors and network providers.
Other operating expenses
Other operating expenses were $41.3 million for the three months ended June 30, 2026, a decrease of $1.4 million, or 3%, compared to the prior year period, driven primarily by a decrease of $2.3 million in information technology expenses. The decrease was partially offset by the impact in the prior period of a reduction of $1.5 million related to a regulatory reserve that did not recur.
Other operating expenses were $81.3 million for the six months ended June 30, 2026, a decrease of $3.1 million, or 4%, compared to the prior year period, driven primarily by a decrease of $3.2 million in information technology expenses, and a decrease of $1.0 million in employee compensation, benefits and other employee-related expenses. The decrease was partially offset by the impact in the prior period of a reduction of $1.5 million related to a regulatory reserve that did not recur.
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Research and development expenses
Research and development expenses were $47.0 million for the three months ended June 30, 2026, an increase of $9.6 million, or 26%, compared to the prior year period, driven primarily by an increase of $11.3 million in employee compensation, benefits and other employee-related expenses and an increase of $2.5 million in information technology expenses. This increase was partially offset by an increase of $2.7 million in employee compensation costs capitalized as internal use software in connection with ongoing investments in our platform infrastructure and a decrease of $1.5 million in third-party contractor expenses.
Research and development expenses were $90.3 million for the six months ended June 30, 2026, an increase of $15.6 million, or 21%, compared to the prior year period, driven by an increase of $17.1 million in employee compensation, benefits and other employee-related expenses and an increase of $3.7 million in information technology expenses, partially offset by an increase of $5.9 million in employee compensation costs capitalized as internal use software in connection with ongoing investments in our platform infrastructure.
Sales and marketing expenses
Sales and marketing expenses were $61.8 million and $119.9 million for the three and six months ended June 30, 2026, respectively, an increase of $4.5 million and $7.8 million, or 8% and 7%, respectively, compared to the prior year periods. The increase compared to the prior year period was driven primarily by an increase of $3.3 million and $5.4 million in expenditures on certain marketing efforts and an increase of $1.3 million and $2.6 million in employee compensation, benefits and other employee-related expenses for the three and six months ended June 30, 2026, respectively.
General and administrative expenses
General and administrative expenses were $48.4 million for the three months ended June 30, 2026, an increase of $11.4 million, or 31%, compared to the prior year period, driven by an increase of $10.0 million in M&A related expenses primarily due to the proposed acquisition by Nuvei, an increase of $1.6 million in employee compensation, benefits and other employee-related expenses, and an increase of $1.0 million in indirect tax reserves. This increase was partially offset by a decrease of $2.2 million in third-party legal expenses.
General and administrative expenses were $84.4 million for the six months ended June 30, 2026, an increase of $17.5 million or 26%, compared to the prior year period, driven by an increase of $10.0 million in M&A related expenses primarily due to the proposed acquisition by Nuvei, an increase of $5.4 million in employee compensation, benefits and other employee-related expenses, an increase of $1.0 million in facilities expenses and an increase of $0.8 million in information technology expenses. This increase was partially offset by a decrease of $1.1 million in third-party legal expenses.
Depreciation and amortization expenses
Depreciation and amortization expenses were $21.2 million and $40.1 million for the three and six months ended June 30, 2026, an increase of $5.7 million and $10.2 million or 36% and 34%, respectively, compared to the prior year period, mainly driven by an increase in amortization of internal use of software and depreciation of new purchased fixed assets.
Financial income and expense, net
Financial expense, net was $10.6 million and $11.4 million for the three months and six months ended June 30, 2026, an increase of $10.4 million and $9.7 million compared to the prior year period, primarily driven by an increase in losses recognized related to exchange rates.
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Income taxes
Income tax expense was $8.7 million for the three months ended June 30, 2026, a decrease of $1.6 million, or 16%, compared to the three months ended June 30, 2025. The decrease was primarily driven by a reduction in the provision for uncertain tax positions and decreased U.S. federal income tax expense due to decreased pre-tax income in the U.S. These decreases were partially offset by deferred tax expense recognized by foreign subsidiaries related to stock-based compensation.
Income tax expense was $18.4 million for the six months ended June 30, 2026, an increase of $0.8 million, or 5%, compared to the six months ended June 30, 2025. This increase was primarily driven by a reduction in deferred tax benefits related to U.S. capitalization of research and development costs and foreign subsidiary stock-based compensation; an increase in prior year taxes related to a U.S. return-to-provision benefit in the prior year period that did not reoccur in the current year period; and an unfavorable foreign subsidiary return-to-provision adjustment in the current year period. These increases were partially offset by a decrease in the provision for uncertain tax positions and a decrease in U.S. federal current tax expense due to decreased pre-tax income in the U.S.
Liquidity and Capital Resources
The following discussion of our liquidity and capital resources is based on the financial information derived from our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
We believe our existing cash and cash equivalents and cash flows from operating activities will be sufficient to meet our operating working capital, capital advance, and capital expenditure requirements for at least the next twelve months. Our future financing requirements will depend on many factors including our growth rate, the timing and extent of spending to support development of our platform and the ongoing expansion needs of sales and marketing activities.
Sources of Liquidity
As of June 30, 2026, we had $346.3 million of cash and cash equivalents.
Current and Future Cash Requirements
During the six months ended June 30, 2026, we repurchased 17,565,934 shares of our common stock for $90.4 million, including accrued taxes and fees. As of June 30, 2026, a total of $101.7 million, net of accrued but unpaid excise taxes, remained available for future repurchases of our common stock under the program. During the three months ended June 30, 2026, the Company suspended repurchases under the program in connection with the pending Merger Agreement, which includes customary covenants restricting the Company’s ability to repurchase its common stock without the prior written consent of Nuvei, and we expect to operate within these contractual limitations until the Merger is completed or the Merger Agreement is terminated. For a full description of our stock repurchase program, including authorized amounts and expirations, see Note 13 to the condensed consolidated financial statements.
Cash Flows
The following table presents a summary of cash flows from operating, investing, and financing activities for the following comparative periods.
Six months ended June 30, | ||||||
| 2026 | | 2025 | |||
(in thousands) | ||||||
Net cash provided by operating activities | $ | 113,010 | $ | 124,401 | ||
Net cash provided by (used in) investing activities |
| 50,377 |
| (133,511) | ||
Net cash provided by (used in) financing activities |
| (255,636) |
| 2,240 | ||
Effect of exchange rate changes on cash and cash equivalents |
| (1,148) |
| 6,045 | ||
Change in cash, cash equivalents, restricted cash and customer funds | $ | (93,397) | $ | (825) | ||
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Operating Activities
Net cash provided by operating activities was $113.0 million for the six months ended June 30, 2026, a decrease of $11.4 million compared to $124.4 million for the six months ended June 30, 2025.
Impact of changes in operating assets and liabilities - $17.6 million net decrease to operating cash flows
During the six months ended June 30, 2026, changes in certain operating assets and liabilities resulted in net decrease in operating cash flows compared to the prior period:
| ● | The change in Working capital advances decreased cash flows by $17.6 million, due to lower collections, which were partially offset by lower originations. |
| ● | The change in Trade payables decreased cash flows by $4.0 million, due mainly to changes in timing of payments relative to period cut-off. |
| ● | The change in Other assets decreased cash flows by $3.6 million, due primarily to the timing of payments related to long-term prepaid expenses. |
These decreases were partially offset by increases in operating cash flows caused by changes in certain operating assets and liabilities during the six months ended June 30, 2026 compared to the prior period:
| ● | The change in Other payables increased cash flows by $6.7 million, due to changes in timing of payments relative to the period cut-off. |
| ● | The change in Deferred revenue increased cash flows by $4.5 million, due to the timing of revenue recognition for certain products. |
Impact of non-cash items - $29.1 million increase in operating cash flows compared to prior year period.
During the six months ended June 30, 2026, operating cash flows benefited from higher non-cash addbacks to net income compared to prior year, which consisted primarily of:
| ● | Depreciation and amortization expense increased by $10.2 million. |
| ● | Effect of exchange rate changes on cash and cash equivalents increased by $6.9 million. |
| ● | Interest on certificates of deposit increase by $5.7 million. |
| ● | Deferred taxes increased by $5.3 million. |
| ● | The Non-cash adjustment of interest and amortization of premium/discount on investments increased by $5.2 million. |
Partially offsetting these non-cash addbacks to net income was:
| ● | A net $3.4 million decrease to unrealized gains and losses on foreign currency and other hedges. |
Impact of net income - $23.0 million current period over prior period decrease to operating cash flows
The decrease in net income of approximately $23.0 million contributed to the decrease in operating cash flows during the six months ended June 30, 2026, compared to the prior year period. The decrease was driven by a $41.1 million increase in operating expenses and a $9.7 million increase in Finance expense, net, due mainly to losses related to exchange rate revaluations. The decline was partially offset by an increase of $28.7 million in revenue during the current period compared to the prior year period.
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Investing Activities
Net cash provided by investing activities was $50.4 million for the six months ended June 30, 2026, an increase of $183.9 million compared to net cash used in investing activities of $133.5 million for the six months ended June 30, 2025. The increase was primarily driven by:
| ● | An increase of $98.7 million in the change of customer funds in-transit balances during the period compared to the prior period, due to the timing of settlements at the period-end. |
| ● | A reduction of $70.1 million in investments in available-for-sale securities, net of redemptions and maturities. |
| ● | A decrease of $26.6 million in cash paid for acquisitions, net of cash and customer funds acquired, reflecting $6.5 million paid for the acquisition of Boundless during the current period compared to $33.1 million paid for the acquisition of PayEco during the prior year period. |
Partially offsetting this increase in cash provided by investing activities was:
| ● | An increase of $13.8 million in investments in property and equipment compared to the prior year period. |
| ● | An increase of $4.7 million in capitalized internal-use software compared to the prior year period. |
Financing Activities
Net cash used in financing activities was $255.6 million for the six months ended June 30, 2026, representing a decrease of $257.9 million compared to net cash provided by financing activities of $2.2 million for the six months ended June 30, 2025. The decrease was primarily driven by:
| ● | Customer balances decreased by $149.4 million during the current period, compared to an increase of $47.5 million during the prior year period, resulting in a $197.0 million decrease in cash flows. |
| ● | Common stock repurchases increased by $42.9 million compared to the prior year period. |
| ● | Receipts of collateral on interest rate derivatives, net of payments, decreased by $17.4 million compared to the prior year period. |
| ● | During the six months ended June 30, 2026, the Company made an earn-out payment of $8.7 million related to its Skuad acquisition, of which $6.5 million was classified as cash flows from financing activities. Refer to Note 3 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further details. |
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Key Metrics and Non-GAAP Financial Measures
Our management uses a variety of financial and operating metrics to evaluate our business, analyze our performance, and make strategic decisions. We believe these metrics and non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as management. However, certain of these measures are not financial measures calculated in accordance with GAAP and should not be considered as substitutes for financial measures that have been calculated in accordance with GAAP. We primarily review the following key performance indicators and non-GAAP measures when assessing our performance:
Volume
Volume refers to the total dollar value of transactions successfully completed or enabled by our platform, not including orchestration transactions1. For a customer that both receives and later sends payments, we count the volume only once. Volume serves as a key metric for overall business activity, as growing volume is one of the primary drivers for our revenue growth.
Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
(in millions) | ||||||||||||
Volume | $ | 23,693 | $ | 20,688 | $ | 46,449 | $ | 40,363 | ||||
Volume grew 15% for the three months ended June 30, 2026 when compared to the three months ended June 30, 2025, and 15% for the six months ended June 30, 2026 when compared to the six months ended June 30, 2025, respectively, driven by strong growth in volume from B2B SMBs, growth in volumes processed for enterprise partners, including in the travel segment, and continued growth in volumes from SMBs selling on marketplaces.
Revenue
We generate revenues mainly from transaction fees, which vary based on the type of service the customer utilizes. Transaction fee revenue principally consists of fees for withdrawals and usage. We also earn revenues in certain instances from volumes coming into the platform related to our B2B services and through our Checkout offering. We generate significant revenues from interest earned on customer funds held on our platform. In addition, we generate revenue from non-volume-based products and services which are based on a fixed fee. We believe that Revenue demonstrates our ability to monetize volume activity on our platform. Our revenues can be impacted by the following:
| (i) | Mix in customer size, products, and services; |
| (ii) | Mix between domestic and cross-border transactions; |
| (iii) | Geographic region or country in which a transaction occurs; and |
| (iv) | Pricing and other market conditions including interest rates. |
Management closely monitors volume and revenue to ensure that we continue to grow funds and business activity that enters into the platform, expanding our overall scale and the reach of our business.
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Adjusted EBITDA
In addition to our financial results determined in accordance with GAAP, we believe Adjusted EBITDA, as a non-GAAP measure, is useful in evaluating our operating performance. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Adjusted EBITDA is helpful to our investors as it is a metric used by management in assessing our operating performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison. A reconciliation is provided below for our non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measure and the reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure, and not to rely on any single financial measure to evaluate our business.
Adjusted EBITDA
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
(in thousands) | ||||||||||||
Net income (loss) | $ | (2,436) | $ | 19,480 | $ | 17,132 | $ | 40,057 | ||||
Depreciation and amortization |
| 21,224 |
| 15,553 |
| 40,140 |
| 29,943 | ||||
Income taxes |
| 8,747 |
| 10,370 |
| 18,388 |
| 17,562 | ||||
Other financial expense, net |
| 10,622 |
| 227 |
| 11,434 |
| 1,777 | ||||
EBITDA |
| 38,157 |
| 45,630 |
| 87,094 |
| 89,339 | ||||
Stock based compensation expenses(1) |
| 19,475 |
| 20,059 |
| 37,999 |
| 38,814 | ||||
M&A related expenses(2) |
| 13,469 |
| 736 |
| 13,947 |
| 1,073 | ||||
Restructuring charges(3) | 257 | — | 1,766 | 2,630 | ||||||||
Adjusted EBITDA | $ | 71,358 | $ | 66,425 | $ | 140,806 | $ | 131,856 | ||||
| (1) | Represents non-cash charges associated with stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy. |
| (2) | These expenses relate to: |
(i) M&A related third-party costs, including bankers fees, legal, regulatory, consulting and other expenditures. These costs include expenses related to the Proposed Acquisition by Nuvei. For the three and six months ended June 30, 2026, M&A third-party costs were $10.8 million.
(ii) Changes to fair value and compensation expenses related to acquisition-related deferred payments and earn-outs. For the three and six months ended June 30, 2026, we recorded fair value adjustments and compensation expenses of $0.1 million and $0.6 million, respectively, related to 1) the non-recurring fair value adjustment of the Skuad contingent consideration liability and 2) the non-recurring fair value adjustment and compensation expense related to the Boundless deferred payment and earn-out, as discussed in Note 3 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. For the three and six months ended June 30, 2025 amounts include $0.1 and $0.4 million, respectively, related to the non-recurring fair value adjustment of the Skuad contingent consideration liability, as discussed in Note 3 to our condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q.
(iii) Non-recurring acquisition-related compensation to employees and contractors. For the three and six months ended June 30, 2026, these expenses were $2.5 million.
| (3) | Represents non-recurring costs related to severance and other employee termination benefits. |
Critical Accounting Policies and Estimates
For more information, see “Payoneer Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Form 10-K filed with the SEC on February 26, 2026.
Recent Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position, result of operations or cash flows is disclosed in Note 2 to our unaudited condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have operations both within the United States and globally, and we are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes and foreign currency fluctuations. Information relating to quantitative and qualitative disclosures about these market risks is described below.
Interest Rate Sensitivity
The majority of our cash and cash equivalents and assets underlying customer funds were held in cash deposits and money market funds as of June 30, 2026, the fair value of which would not be materially affected by either an increase or decrease in interest rates, due mainly to the relatively short-term nature of these instruments. The fair value of our investments in term deposits and U.S. Treasury Securities, amounting to $1.8 billion, would be affected by changes in interest rates, and such changes could be material.
The Company has entered into interest rate floor contracts with respect to $2.2 billion in customer funds to limit the potential risk that declining interest rates would have on our revenues from interest income, though as of the periods ended June 30, 2026 and 2025, respectively, a hypothetical 1% increase or decrease in interest rates could have a material effect on our revenues and earnings.
Foreign Currency Risk
While most of our revenue is earned in U.S. dollars, our foreign currency exposure includes currencies of the countries in which our operations are located, including operating expenses denominated in New Israeli Shekels. To reduce that risk, we invest in foreign currency forward contracts and net purchased options, which are accounted for as cash flow hedges.
A hypothetical 10% strengthening or weakening of the U.S. dollar against the New Israeli Shekel would have had a material impact on unrealized gains (losses) recognized in AOCI at June 30, 2026.
Our foreign currency exposure also includes currencies in which our customer funds are held, or in which they are withdrawn or utilized, and may be subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, Japanese Yen, Chinese Yuan, Canadian Dollar, New Israeli Shekel, Philippine Peso, Indian Rupee, Mexican Peso, Pakistani Rupee, South Korean Won, Turkish Lira, New Zealand Dollar, Australian Dollar, British Pound, Indonesian Rupiah, Swiss Franc, and Polish Zloty. As of the six months ended June 30, 2026 and 2025, respectively, a hypothetical 10% increase or decrease in current exchange rates could have a material impact on our financial results.
In addition, some of our services include the opportunity for Payoneer to generate revenues from foreign exchange transactions as part of the payment delivery process. Our ability to generate such revenues is partially dependent on external factors such as market conditions, applicable regulations and our ability to negotiate with third-party financial institutions. The impact of these efforts to optimize foreign exchange can be material to revenues and earnings.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time we are a party to various litigation matters incidental to the conduct of our business. Refer to Note 14 (Commitments and Contingencies) to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.
For more information on risks related to litigation, see the section titled “Risk Factors — General Risks Related to Payoneer — We may be subject to various legal proceedings which could materially adversely affect our business, financial condition or results of operations” in our Annual Report on Form 10-K, filed with the SEC on February 26, 2026 and the risk factor titled “Risk Factors — We may be the target of securities class action and derivative lawsuits and other legal or regulatory proceedings, which could result in substantial costs and may delay or prevent the Merger from being completed” in this Quarterly Report on Form 10-Q.
ITEM 1A. RISK FACTORS
As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K, filed with the SEC on February 26, 2026, other than as described below. Additionally, we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
The consummation of the Merger is subject to a number of conditions which, if not satisfied or waived, would adversely impact our ability to complete the Merger.
Under the terms of the Merger Agreement, the consummation of the Merger is subject to certain customary closing conditions, including, among others: (i) the adoption of the Merger Agreement and the approval of the transactions contemplated thereby by the affirmative vote (in person (virtually) or by proxy) of the holders of a majority of the voting power of the outstanding Company Common Stock entitled to vote thereon; (ii) the accuracy of the parties’ respective representations and warranties in the Merger Agreement, subject to specified materiality qualifications; (iii) compliance by the parties with their respective covenants in the Merger Agreement in all material respects; (iv) the absence of any law or order restraining, enjoining, or otherwise prohibiting the consummation of the Merger; (v) the expiration of the waiting period applicable to the Merger under the HSR Act and receipt of other approvals under specified antitrust, foreign investment and money transmitter and payment services license laws, including from specified U.S. money transmitter regulatory authorities and specified non-U.S. payment services regulatory authorities, including waiver of an ownership stability commitment made in connection with obtaining a specified payment services license; (vi) the Company shall have provided certain required notices and received certain required change in ownership and change-in-control approvals for certain governmental authorizations held by the Company and its subsidiaries; and (vii) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) on or after the date of the Merger Agreement that is continuing as of immediately prior to the closing. On July 28, 2026, early termination of the waiting period under the HSR Act applicable to the Merger was granted.
There can be no assurance that these conditions will be satisfied or waived, if permitted. Therefore, there can be no assurance with respect to the timing of the closing of the Merger, or that the Merger will be completed at all.
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Failure to consummate the Merger, or delays in consummating the Merger, could adversely affect the market price of our common stock and our future business and financial results.
There can be no assurance that the conditions to closing of the Merger will be satisfied or waived or that the Merger will be consummated. In addition, satisfying the conditions to the closing of the Merger may take longer than we expect. If the Merger is not consummated, our ongoing business could be adversely affected and we will be subject to a variety of risks associated with the failure to consummate the Merger, including the following:
| ● | upon termination of the Merger Agreement under specified circumstances, we are required to pay Nuvei a termination fee of approximately $89,000,000 in cash; |
| ● | we have incurred and will continue to incur certain transaction costs, including legal, accounting, financial advisor, filing, printing and mailing fees, regardless of whether the Merger closes; and |
| ● | the Merger, whether or not it closes, will continue to divert the attention of certain management and other key employees from our ongoing business activities, including the pursuit of other opportunities that could be beneficial to us. |
If the Merger is not consummated, these risks could materially affect our business and financial results and the market price of our common stock, including to the extent that the current market price of our common stock reflects, and is positively affected by, a market assumption that the Merger will be consummated. If the Merger is not consummated, including as a result of our stockholders failing to adopt the Merger Agreement, our stockholders will not receive any consideration in connection with the Merger. Instead, we will remain a public company, our common stock will continue to be listed and traded on the Nasdaq and registered under the Exchange Act, and we will be required to continue to file periodic reports with the SEC.
The Merger Agreement contains provisions that could discourage a potential competing acquirer from making a favorable proposal to us and, in specified circumstances, could require us to make a substantial termination payment to Nuvei.
The Merger Agreement contains certain provisions that restrict our ability to solicit, initiate, knowingly encourage or knowingly facilitate any proposals for, or that could reasonably lead to, alternative transactions with a third-party or, subject to certain exceptions, participate in discussions relating to an alternative transaction or a proposal or inquiry related thereto, furnish non-public information to third parties relating to an alternative transaction or a proposal or inquiry therefor, change our Board of Directors’ recommendation to our stockholders or enter into an agreement with respect to any proposal for an alternative transaction. In addition, Nuvei generally has an opportunity to negotiate a modification of the terms of the Merger Agreement in response to any competing acquisition proposal before our Board of Directors may effect a change in its recommendation with respect to the Merger.
We would be required to pay a termination fee of $89,000,000 to Nuvei in certain circumstances, including if the Company materially breaches its covenants not to solicit alternative business combination transactions, the Company’s Board effects a change of recommendation, or the Company terminates the Merger Agreement to enter into a definitive agreement with respect to a “superior proposal.”
These provisions could discourage a potential competing acquirer or merger partner that might have an interest in acquiring all or a significant portion of us or our assets from considering or proposing such a competing transaction, even if it were prepared to pay consideration with a higher per share cash or market value than the per share market value proposed to be received or realized in the transactions contemplated by the Merger Agreement with Nuvei. These provisions also might result in a potential competing acquirer or Merger partner proposing to pay a lower price to holders of our common stock than it might otherwise have proposed to pay because of the added expense of the termination payment that may become payable to Nuvei in certain circumstances under the Merger Agreement.
If the Merger Agreement is terminated and after the termination we seek another business combination, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the transactions contemplated by the Merger Agreement with Nuvei.
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The pendency of the Merger could adversely affect our business and operations
In connection with the proposed Merger, some partners, banks, customers, vendors or others with whom we do business, may react unfavorably or delay or defer decisions concerning their business relationships or transactions with us, which could adversely affect our revenues, earnings, results of operations, cash flows and expenses, regardless of whether the Merger is consummated. In addition, due to certain restrictions in the Merger Agreement on the conduct of our business prior to completing the Merger, we may be unable (without Nuvei’s prior written consent), during the pendency of the Merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial and this may cause us to forego certain opportunities we might otherwise pursue absent the Merger Agreement. In addition, the pendency of the Merger may make it more difficult for us to effectively retain and incentivize key personnel and may cause distractions from our strategy and day-today operations for our current employees and management.
We may be the target of securities class action and derivative lawsuits and other legal or regulatory proceedings, which could result in substantial costs and may delay or prevent the Merger from being completed.
Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Lawsuits or other proceedings may be brought challenging, among other things, the adequacy of the disclosures in the corresponding Proxy Statement, the process conducted by our Board of Directors, the terms of the Merger Agreement, alleged breaches of fiduciary duties by our directors and/or officers, or the fairness of the consideration in connection with the Merger. Even if such lawsuits or other legal or regulatory proceedings are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment in any such lawsuits or proceedings could result in monetary damages payable by the Company, which could have a negative impact on our liquidity, results of operations and financial condition. In addition, the pendency of such litigation could create uncertainty and negatively affect our relationships with partners, banks, customers, vendors and others with whom we do business, and could impair our ability to recruit and retain employees.
Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, which may exacerbate the other risks described herein and adversely affect our business, results of operations and financial condition. Any such delay could also result in the Merger not being consummated before June 12, 2027, which could give rise to termination rights under the Merger Agreement. Even if we are ultimately successful in defending against such claims, the costs and distraction of litigation during the pendency of the Merger could materially and adversely affect our business, results of operations and financial condition, as well as the price of our common stock.
On August 3, 2026, the Company received a demand letter from a purported shareholder of the Company, alleging that the disclosures in the Company’s preliminary proxy statement, dated July 31, 2026, related to the Merger, were deficient, and demanding that the Company issue corrective disclosures. The Company believes the allegations in the demand letter are without merit. Additional demand letters may be received by the Company in connection with the Merger. If additional demand letters are received, absent new or different allegations that are material, the Company will not necessarily announce such additional demands.
The Merger may involve regulatory risks.
Consummation of the Merger is conditioned upon, among other things, the expiration of the waiting period applicable to the Merger under the HSR Act and receipt of other approvals under specified antitrust, foreign investment and money transmitter and payment services license laws, including from specified U.S. money transmitter regulatory authorities and specified non-U.S. payment services regulatory authorities, including waiver of an ownership stability commitment made in connection with obtaining a specified payment services license. These regulatory approvals may not be obtained on a timely basis or at all, and the granting of such approvals could involve the imposition of conditions that could adversely affect the Company or cause the parties to abandon the Merger. Under the Merger Agreement, the initial outside date for consummation of the Merger is June 12, 2027, subject to an automatic extension for three months in order to obtain required regulatory approvals. Delays in obtaining regulatory approvals could reduce the anticipated benefits of the Merger or result in additional costs. On July 28, 2026, early termination of the waiting period under the HSR Act applicable to the Merger was granted.
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PAYONEER GLOBAL INC.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None for the quarterly period ending June 30, 2026.
Share Repurchase Activities
The following table provides information with respect to repurchases made by the Company during the three months ended June 30, 2026. All repurchases listed below were made in the open market.
Period | Total Number of Shares Purchased1 | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs2 | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs2 | |||||
April 1, 2026 - April 30, 2026 | 3,222,347 | $4.91 | 3,222,347 | $ 101,709 | 3 | ||||
May 1, 2026 - May 31, 2026 | - | $- | - | $ 101,709 | |||||
June 1, 2026 - June 30, 2026 | - | $- | - | $ 101,709 | |||||
Total | 3,222,347 | 3,222,347 |
| (1) | No shares were repurchased other than through a publicly announced plan or program. |
| (2) | See Note 13, Shareholders Equity to the condensed consolidated financial statements for a description of our stock repurchase program, including authorized amounts, effective date and expiration. During the three months ended June 30, 2026, the Company suspended repurchases under the program in connection with the pending Merger Agreement, which includes customary covenants restricting the Company’s ability to repurchase its common stock without the prior written consent of Nuvei, and we expect to operate within these contractual limitations until the Merger is completed or the Merger Agreement is terminated. |
| (3) | Reflects an adjustment to the excise tax of $71. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
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PAYONEER GLOBAL INC.
ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit No. |
| Description of Exhibit |
2.1 | Agreement and Plan of Merger, by and among Payoneer Global Inc., Neon Maple Parent Inc. and Panda Acquisition Sub Inc., dated as of June 12, 2026 (included as Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on June 15, 2026).† | |
10.1 | Form of Voting and Support Agreement, by and among Neon Maple Parent Inc. and certain stockholders of Payoneer Global Inc. (included as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on June 15, 2026). | |
10.2 | Caplan Letter Agreement, dated as of June 12, 2026.* | |
31.1 |
| Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.* |
31.2 |
| Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.* |
32.1 |
| Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** |
32.2 |
| Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** |
101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | Filed herewith. |
** | Furnished herewith. |
† | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission. |
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PAYONEER GLOBAL INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PAYONEER GLOBAL INC. | ||
(Registrant) | ||
By: | /s/ John Caplan | |
John Caplan | ||
Chief Executive Officer | ||
(Principal Executive Officer) | ||
By: | /s/ Bea Ordonez | |
Bea Ordonez | ||
Chief Financial Officer | ||
(Principal Financial Officer) | ||
Date: August 6, 2026 | ||
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