Payoneer to grant Goldman retention award in Feb. 2027

Ms. Goldman’s award is subject to continued employment, with specified termination events triggering immediate vesting and payment.

Rhea-AI Filing Summary

Payoneer Global Inc. disclosed that, pursuant to Mr. Eilam’s notice, its Board was fixed at seven members. The company will formally grant Ms. Goldman’s Retention Award in February 2027, with two equal installments: one vesting at the closing under the Merger Agreement and the other on the first anniversary of closing. Each installment is subject to her continued employment through its vesting date. If the company terminates her without Cause or she resigns for Good Reason, the unvested portion will immediately vest and become payable.

Filing Explained

The filing says the retention-award description is incomplete and the full letter agreement will be filed as an exhibit to its Form 10-Q for the quarter ending September 30, 2026.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Board size: 7 members Retention Award installments: 2 equal installments Formal grant timing: February 2027 +1 more

4 metrics

Board size 7 members Board membership fixed pursuant to Mr. Eilam’s notice

Retention Award installments 2 equal installments The award is scheduled to vest in two parts

Formal grant timing February 2027 Scheduled grant of Ms. Goldman’s Retention Award

Second installment vesting First anniversary of the Closing The second installment’s scheduled vesting date

Key Terms

Retention Award, Merger Agreement, Cause, Good Reason, +1 more

5 terms

Retention Award financial

"The Retention Award will be formally granted in February 2027"

Merger Agreement regulatory

"the date of the closing pursuant to the terms of the Merger Agreement"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Cause regulatory

"terminated by the Company without Cause"

Good Reason regulatory

"Ms. Goldman resigns for Good Reason"

Change in Control Severance Plan regulatory

"each term is defined in the Company’s Change in Control Severance Plan"

A change in control severance plan is an agreement that pays executives or employees if a company is sold, merged, or otherwise taken over and they lose their jobs or see their role materially changed. Think of it like a contractual safety net that can require the buyer to pay sizable lump sums or ongoing compensation; investors care because those payments change the cost of a takeover, affect deal negotiations, and influence management’s incentives during merger talks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How does Ms. Goldman’s Payoneer retention award vest?

Ms. Goldman’s Retention Award will vest in two equal installments: the first at the closing under the Merger Agreement and the second on the first anniversary of closing. Each installment is subject to her continued employment through its vesting date. If the company terminates her without Cause or she resigns for Good Reason, the unvested portion immediately vests and becomes payable.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/08/2026 - 04:32 PM Accepted by SEC EDGAR 10/08/2026 - 04:31 PM Learn about SEC filing dates

false 0001845815 0001845815 2026-10-02 2026-10-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

Form 8-K

CURRENT REPORT 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

Date of Report (Date of earliest event reported): October 8, 2026 (October 2, 2026)

Payoneer Global Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-40547		86-1778671
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

195 Broadway, 27th floor New York, New York		10007
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 600-9272

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		PAYO		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On October 2, 2026, Barak Eilam provided Payoneer Global Inc. (the “Company”) with notice of his decision to resign as a director of the Board of Directors (the “Board”) of the Company. Mr. Eilam’s resignation became effective October 5, 2026 (the “Effective Date”). Mr. Eilam also resigned as a member of the Board’s Audit Committee and Risk Committee, effective as of the Effective Date.

Pursuant to Mr. Eilam’s notice, the number of directors which shall constitute the Board was fixed at seven members.

(e) On October 6, 2026, the Compensation Committee of the Board (the “Compensation Committee”) approved communicating that a cash retention award (the “Retention Award”) will be granted in February 2027 to Tsafi Goldman, the Company's Chief Legal and Governance Officer, in an amount equal to $5,250,000. The Retention Award is being granted in connection with the transactions contemplated by the Agreement and Plan of Merger by and among the Company, Neon Maple Parent Inc. and Panda Acquisition Sub Inc., dated as of June 12, 2026 (the “Merger Agreement”).

The Retention Award will be formally granted in February 2027 at the time that annual equity grants are customarily made to executives of the Company and, once formally granted, will vest in two equal installments. The first installment will vest on the date of the closing pursuant to the terms of the Merger Agreement (the “Closing”) and the second installment will vest on the first anniversary of the Closing. Each installment is subject to Ms. Goldman’s continued employment with the Company through the applicable vesting date; provided, that if Ms. Goldman’s employment is terminated by the Company without Cause or Ms. Goldman resigns for Good Reason (as each term is defined in the Company’s Change in Control Severance Plan), the unvested portion of the Retention Award will immediately vest and become payable.

The description of the Retention Award above is not complete. It is qualified in its entirety by reference to the full text of the letter agreement between the Company and Ms. Goldman, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PAYONEER GLOBAL INC.
October 8, 2026	By:	/s/ John Caplan
		Name:	John Caplan
		Title:	Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB