Nuvei to buy Payoneer (NASDAQ: PAYO) for $7.40 per share amid Q2 loss

Rhea-AI Filing Summary

Payoneer Global Inc. reported second quarter 2026 revenue of $274.3 (in mm), up 5% year-over-year, with revenue excluding interest income of $222.2 (in mm), up 10%. Total payment volume reached $23.7 billion, a 15% increase, while average revenue per user rose to $533, up 18%.

Despite stronger operating metrics, Payoneer posted a net loss of $2.4 million, or $0.01 per diluted share, compared with net income of $19.5 million a year earlier, though adjusted EBITDA improved to $71.4 (in mm), up 7%. B2B volume growth accelerated to 48% year-over-year and transaction costs declined to 13.7% of revenue, 190 basis points lower.

Payoneer also described its definitive agreement for Nuvei to acquire all outstanding shares for $7.40 per share in cash, implying total equity value of approximately $2.75 billion, with closing expected in mid-2027 subject to shareholder and regulatory approvals and other conditions. In connection with the proposed take-private transaction, the company is suspending earnings conference calls and withdrawing its financial outlook for 2026 and its medium- and long-term targets, while continuing quarterly earnings releases and SEC reporting until completion.

Positive

• Revenue excluding interest income grew 10% year-over-year to $222.2 (in mm), supported by 15% volume growth and an 18% increase in average revenue per user to $533.
• Adjusted EBITDA reached $71.4 (in mm), up 7% year-over-year, while adjusted EBITDA excluding interest income increased 138% to $19.3 (in mm), indicating stronger underlying profitability after interest income is removed.

Negative

• GAAP results swung to a $2.4 million net loss in Q2 2026 from $19.5 million net income a year earlier, contributing to a comprehensive loss of $14.6 million for the quarter.
• Financial guidance was withdrawn for 2026 and for medium- and long-term targets, and earnings conference calls were suspended following the announcement of the proposed Nuvei take-private transaction.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Revenue: $274.3 Net income (loss): ($2,436) Adjusted EBITDA: $71,358 +5 more

8 metrics

Revenue $274.3 Q2 2026 revenue ($ in mm), 5% year-over-year increase

Net income (loss) ($2,436) Net loss for the quarter ended June 30, 2026 (U.S. dollars in thousands)

Adjusted EBITDA $71,358 Adjusted EBITDA for three months ended June 30, 2026 (U.S. dollars in thousands), up 7% YoY

Payment volume $23.7 billion Q2 2026 volume, 15% year-over-year increase

Average Revenue Per User (ARPU) $533 Q2 2026 ARPU, up 18% year-over-year

Nuvei offer price per share $7.40 Cash consideration per Payoneer share under definitive acquisition agreement

Transaction equity value approximately $2.75 billion Equity value of Payoneer implied by Nuvei acquisition terms

Net cash from operating activities $113,010 Net cash provided by operating activities, six months ended June 30, 2026 (U.S. dollars in thousands)

Key Terms

Adjusted EBITDA, Take Rate, capital advance receivables, available-for-sale debt securities, +2 more

6 terms

Adjusted EBITDA financial

"RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA (UNAUDITED)"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Take Rate financial

"Revenue as a % of volume ("Take Rate") | 126 bps ... 116 bps"

Take rate is the share of a platform’s total transaction volume that the platform keeps as revenue, usually expressed as a percentage of the money that passes through it. Investors watch take rate because it shows how well a business converts activity into income — like a marketplace owner keeping a slice of every sale — and changes in the take rate can signal improving monetization, pricing power, or margin pressure.

capital advance receivables financial

"Capital advance receivables (net of allowance of $3,477 and $3,953...)"

available-for-sale debt securities financial

"Purchases of investments in available-for-sale debt securities | (217,374)"

A type of debt investment—like bonds or loans a company buys—that the company intends to hold for a while but may sell before it matures. Think of it as lending money with the option to sell the IOU; changes in its market value alter the company’s reported net worth now but usually don’t affect reported profit until the investment is actually sold, so investors watch these holdings for balance-sheet risk and potential future gains or losses.

cash flow hedges financial

"Settlement of cash flow hedges | 7,077 |"

A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.

outstanding operating balances financial

"Outstanding operating balances, net | (149,447) | 47,549"

Earnings Snapshot

Revenue: $274.3 · Guidance included

quarter ended June 30, 2026

Revenue $274.3 5% YoY

Revenue excluding interest income $222.2 10% YoY

Adjusted EBITDA $71.4 7% YoY

Adjusted EBITDA excluding interest income $19.3 138% YoY

Guidance

Guidance withdrawn for 2026 and medium- and long-term targets; earnings conference calls suspended in light of proposed Nuvei transaction.

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

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Available on EDGAR 08/06/2026 - 07:35 AM Accepted by SEC EDGAR 08/06/2026 - 07:35 AM Learn about SEC filing dates

FAQ

What were Payoneer (PAYO) Q2 2026 revenues and year-over-year growth?

Payoneer reported Q2 2026 revenue of $274.3 (in mm), a 5% year-over-year increase. Revenue excluding interest income was $222.2 (in mm), up 10% year-over-year, reflecting growth in underlying payment and platform activity across its customer base.

Did Payoneer (PAYO) post a profit or loss in Q2 2026?

Payoneer recorded a net loss of $2.4 million, or $0.01 per diluted share, in Q2 2026. This compares with net income of $19.5 million and diluted earnings per share of $0.05 in the same quarter of 2025, marking a swing into loss.

What were Payoneer (PAYO) key operating metrics in Q2 2026?

Total volume reached $23.7 billion, up 15% year-over-year, while average revenue per user rose to $533, up 18%. The overall take rate was 116 basis points and B2B volume growth accelerated to 48% year-over-year, highlighting strong underlying transaction activity.

What are the terms of Nuvei’s proposed acquisition of Payoneer (PAYO)?

Nuvei agreed to acquire Payoneer for $7.40 per share in cash, valuing Payoneer’s equity at approximately $2.75 billion. Closing is expected in mid-2027, subject to Payoneer shareholder approval, required regulatory approvals, and other customary closing conditions.

How did Payoneer’s (PAYO) adjusted EBITDA perform in Q2 2026?

Adjusted EBITDA was $71.4 (in mm) in Q2 2026, a 7% year-over-year increase from $66.4 (in mm). Adjusted EBITDA excluding interest income rose to $19.3 (in mm), up 138% year-over-year, reflecting operating leverage outside of interest income contributions.

What guidance changes did Payoneer (PAYO) make after the Nuvei deal announcement?

In light of the potential Nuvei take-private transaction, Payoneer suspended earnings conference calls and withdrew its financial outlook for the year ending December 31, 2026, as well as its medium- and long-term targets, while committing to continue quarterly releases and SEC filings until closing.

How did Payoneer’s (PAYO) cash flow and balance sheet look mid-2026?

For the first six months of 2026, Payoneer generated $113,010 of net cash from operating activities. Cash and cash equivalents were $346,320 and customer funds totaled $7,472,749 at June 30, 2026, with total shareholders’ equity of $653,530 on the consolidated balance sheet.

0001845815false00018458152026-08-062026-08-06

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 8-K

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CURRENT REPORT

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

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Date of Report (Date of earliest event reported): August 6, 2026

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	Payoneer Global Inc.
	(Exact Name of Registrant as Specified in its Charter)

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

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

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

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​	N/A
	(Former name or former address, if changed since last report)

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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:

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​	☐	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))

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

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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

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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).

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Emerging growth company ☐

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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. ☐

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​ Item 2.02 Results of Operations and Financial Condition.

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On August 6, 2026, Payoneer Global Inc. issued a press release announcing its financial results for the fiscal quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report.

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The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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​	Item 9.01	Financial Statements and Exhibits.

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(d) Exhibits.

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Exhibit No.		Description
99.1		Press release, dated August 6, 2026, issued by Payoneer Global Inc.
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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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.

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	PAYONEER GLOBAL INC.
August 6, 2026	By:	/s/ Bea Ordonez
		Name: Bea Ordonez
		Title: Chief Financial Officer

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Exhibit 99.1

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Payoneer Reports Second Quarter 2026 Financial Results

10% increase in revenue excluding interest

15% volume growth led by B2B acceleration, up 48% year-over-year

Payoneer announced an agreement to be acquired by Nuvei on June 15, 2026

NEW YORK – August 6, 2026 – Payoneer Global Inc. (“Payoneer” or the “Company”) (NASDAQ: PAYO), the global financial technology company powering business growth across borders, today reported financial results for its second quarter ended June 30, 2026.

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Second Quarter 2026 Financial Highlights

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($ in mm unless otherwise noted)	2Q 2025	​	3Q 2025	​	4Q 2025	​	1Q 2026	​	2Q 2026	​	YoY Change
Revenue ex. interest income	$202.3	​	$211.4	​	$218.9	​	$210.1	​	$222.2	​	10%
Interest income	58.3	​	59.5	​	55.8	​	51.5	​	52.1	​	(11)%
Revenue	$260.6	​	$270.9	​	$274.7	​	$261.6	​	$274.3	​	5%
Transaction costs as a % of revenue	15.6%	​	15.7%	​	15.6%	​	13.5%	​	13.7%	​	(190) bps
Net income	$19.5	​	$14.1	​	$19.0	​	$19.6	​	($2.4)	​	N/A
Adjusted EBITDA	66.4	​	71.3	​	68.5	​	69.4	​	71.4	​	7%
Adjusted EBITDA ex. interest income	8.1	​	11.7	​	12.8	​	17.9	​	19.3	​	138%
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Operational Metrics	​	​	​	​	​	​	​	​	​	​	​
Volume ($bn)	$20.7	​	$22.3	​	$24.8	​	$22.8	​	$23.7	​	15%
Average Revenue Per User (ARPU)1	$ 452	​	$ 471	​	$ 488	​	$ 513	​	$ 533	​	18%
Revenue as a % of volume ("Take Rate")	126 bps	​	121 bps	​	111 bps	​	115 bps	​	116 bps	​	(10) bps
SMB customer take rate2	120 bps	​	121 bps	​	113 bps	​	120 bps	​	118 bps	​	(2) bps

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1. Please refer to “Additional Information and Definitions” for a description of ARPU.

2. SMB customer take rate represents revenue from SMBs who sell on marketplaces, B2B SMBs, and Checkout (previously known as Merchant Services), divided by the associated volume from each respective channel.

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“Payoneer’s Q2 results reflect the strength of our business and execution of our team: double-digit revenue growth excluding interest, continued ARPU expansion, and a further acceleration of B2B volume growth to 48%. We’ve built highly differentiated assets over decades, including specialized infrastructure for cross border commerce, network effects that strengthen as we scale, and deep relationships with millions of global businesses who trust us to power their growth.

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In June, we announced an agreement to be acquired by Nuvei. The transaction validates the strength of the business our team has built and by combining our complementary platforms, we will create a financial infrastructure leader that powers global commerce at scale.”

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John Caplan, Chief Executive Officer

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Second Quarter 2026 Business Highlights (unless otherwise noted)

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● Revenue excluding interest income grew 10% year-over-year, driven by 15% volume growth led by a further acceleration in B2B volume growth.

● Volume of $23.7 billion increased 15% year-over-year, reflecting:

o SMBs that sell on marketplaces volume of $12.4 billion up 2% year-over-year.

o B2B volume of $4.3 billion, up 48% year-over-year driven by strong growth across all major regions and continued momentum acquiring larger customers, particularly in China and EMEA.

o Checkout volume of $332 million, up 52% year-over-year.

o Enterprise payouts volume of $6.6 billion, up 22% year-over-year.

● SMB customer revenue of $201 million grew 10% year-over-year, reflecting:

o SMBs that sell on marketplaces revenue of $119 million, up 2% year-over-year.

o B2B SMBs revenue of $69 million, up 18% year-over-year.

o Checkout revenue of $13 million, up 51% year-over-year.

● 18% growth in ARPU, and 22% growth in ARPU excluding interest income, the eighth consecutive quarter of 20%+ growth in ARPU excluding interest income.

● $7.7 billion of customer funds (including both short-term and long-term funds) as of June 30, 2026. Customer funds growth of 10% year-over-year partially offsetting the impact of lower interest rates on year-over-year interest income.

● $16 million of share repurchases in Q2 2026 at a weighted average price of $4.91 per share. During Q2, Payoneer suspended repurchases under its share repurchase program in connection with the proposed transaction with Nuvei and does not intend to resume repurchases going forward while the transaction is still pending.

● On July 28, 2026, early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) was granted for the proposed transaction with Nuvei.

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Proposed Transaction with Nuvei

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As previously announced on June 15, 2026, Payoneer has entered into a definitive agreement under which Neon Maple Parent Inc., a corporation incorporated pursuant to the laws of Canada (“Nuvei”) will acquire Payoneer. Under the terms of the agreement, Nuvei will acquire all of the issued and outstanding shares of common stock of Payoneer Global Inc. for $7.40 per share in cash, representing a total transaction equity value of approximately $2.75 billion. The transaction is expected to close in mid-2027, subject to approval by Payoneer's shareholders, receipt of required regulatory approvals, and other customary closing conditions.

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Upon completion of the transaction, Payoneer’s shares will no longer trade on the NASDAQ, and Payoneer will become a private company.

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For more information about the proposed transaction with Nuvei, see the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on June 15, 2026.

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Upcoming Investor Communications and Financial Outlook

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In light of the potential take-private transaction with Nuvei, Payoneer is suspending earnings conference calls, as well as our practice of providing financial guidance, thereby withdrawing our financial outlook for the year ending December 31, 2026, as well as our medium and long-term targets.

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For further detail and discussion of Payoneer’s financial performance please refer to Payoneer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, which will be filed later today with the SEC. The Company plans to continue providing quarterly earnings releases and will continue to file reports with the SEC until the transaction has been completed.

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About Payoneer

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Payoneer is the financial platform for cross-border business and global payments. Payoneer empowers millions of businesses with the financial tools and services they need to grow and transact globally with confidence. Payoneer makes it easier for businesses, particularly in emerging markets, to connect to the global economy, pay and get paid across borders, manage their funds across multiple currencies, and grow their businesses.

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Forward-Looking Statements

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This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Except for historical information contained in this press release, the matters discussed herein contain forward-looking statements that involve risks and uncertainties. Such statements are provided under the "safe harbor" protection of the Act. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "shall," "should," "expects," "plans," "positioning," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements include, but are not limited to, statements about transition and the impact of recent changes to our executive management team; statements regarding the expectations of demand for our products and cash flow generation; statements about improvements to and expansion of our products and platform, and launching new products; statements about future operating results, including revenue, volume, growth opportunities, variability of expenses, ability to realize efficiencies, future spending and incremental investments, business trends, our ability to deliver profits, and growth and value for shareholders; and assumptions regarding foreign exchange rates.

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Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements regarding the transactions (the "Transaction") contemplated by the Agreement and Plan of Merger, dated as of June 12, 2026, by and among the Company, Nuvei and Panda Acquisition Sub Inc. (the "Merger Agreement"), including the expected time period to consummate the Transaction. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of the Company, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to, the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the possibility that the Company's stockholders may not approve the Transaction; the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the Transaction; the risk that any announcements relating to the Transaction could have adverse effects on the market price of the Company's common stock; the risk that the Transaction and its announcement could have an adverse effect on the parties' business relationships and business generally, including the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, stockholder, partner, regulatory and other stakeholder approvals and support; the risk of unexpected future capital expenditures; the risk of potential litigation relating to the Transaction that could be instituted against the Company or its directors and/or officers; the risk associated with third party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the Transaction which are not waived or otherwise satisfactorily resolved; the risk of various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, cybersecurity attacks, wars, security threats and governmental response to them, and technological changes; the risks of labor disputes, changes in labor costs and labor difficulties; and the risks resulting from other effects of industry, market, economic, legal or legislative, political or regulatory conditions outside of the Company's control. All such factors are difficult to predict and are beyond our control, including those detailed in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2025 (and which is available at: https://www.sec.gov/Archives/edgar/data/1845815/000110465926020487/payo-20251231x10k.htm), quarterly reports on Form 10-Q and other documents subsequently filed by the Company with the Securities and Exchange Commission ("SEC") (and that are available at

https://www.sec.gov/edgar/search/#/ciks=0001845815&entityName=Payoneer%2520Global%2520Inc.%2520(PAYO)%2520(CIK%25200001845815).

The Company's forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not prove to be accurate. Other unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking statements. The Company does not assume an obligation to update any forward-looking statements, except as required by applicable law. These forward-looking statements speak only as of the date hereof.

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Additional Information and Where to Find It

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In connection with the Transaction, on July 31, 2026, the Company filed with the SEC a preliminary proxy statement on Schedule 14A. The definitive proxy statement, once filed, will be sent to the stockholders of the Company seeking their approval of the Transaction and other related matters.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT ON SCHEDULE 14A, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING THE COMPANY, THE TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents, including the proxy statement, and other documents filed with the SEC by the Company through the website maintained by the SEC at https://www.sec.gov/edgar/browse/?CIK=1845815&owner=exclude.

Copies of documents filed with the SEC by the Company are available free of charge by accessing the Company's website at https://investor.payoneer.com/financials/sec-filings.

Participants in the Solicitation

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The Company, Nuvei and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Transaction under the rules of the SEC. Information about the interests of the directors and executive officers of the Company and other persons who may be deemed to be participants in the solicitation of stockholders of the Company in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, are included in the preliminary proxy statement related to the Transaction, which was filed with the SEC. Information about the directors and executive officers of the Company and their ownership of the Company common stock is also set forth in the Company's definitive proxy statement in connection with its 2026 Annual Meeting of Stockholders, as filed with the SEC on April 27, 2026 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001845815/000110465926049462/tm261500-1_def14a.htm) and in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001845815/000110465926020487/payo-20251231x10k.htm). Information about the directors and executive officers of the Company, their ownership of the Company common stock, and the Company's transactions with related persons is set forth in the sections entitled "Directors, Executive Officers and Corporate Governance," "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters," and "Certain Relationships and Related Transactions, and Director Independence" included in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 26, 2026 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001845815/000110465926020487/payo-20251231x10k.htm), and in the sections entitled "Information Regarding the Board of Directors and Corporate Governance," "Security Ownership of Certain Beneficial Owners and Management," "Certain Relationships and Related Party Transactions," and "Independence of the Board of Directors" included in the Company's definitive proxy

statement in connection with its 2026 Annual Meeting of Stockholders, as filed with the SEC on April 27, 2026 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001845815/000110465926049462/tm261500-1_def14a.htm). Additional information regarding the interests of such participants in the solicitation of proxies in respect of the Transaction is included in the preliminary proxy statement, which was filed with the SEC, and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the SEC's website at www.sec.gov.

No Offer or Solicitation

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This press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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Financial Information; Non-GAAP Financial Measures

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Some of the financial information and data contained in this press release, such as adjusted EBITDA, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Payoneer uses certain non-GAAP measures to compare Payoneer’s performance to that of prior periods for budgeting and planning purposes. Payoneer believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Payoneer’s results of operations. Payoneer's method of determining these non-GAAP measures may be different from other companies' methods and, therefore, may not be comparable to those used by other companies and Payoneer does not recommend the sole use of these non-GAAP measures to assess its financial performance. Payoneer management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Payoneer’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. You should review Payoneer’s financial statements, which are included in Payoneer’s Annual Report on Form 10-K for the year ended December 31, 2025 and its subsequent Quarterly Reports on Form 10-Q, and not rely on any single financial measure to evaluate Payoneer’s business. 

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Non-GAAP measures include the following items:

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Adjusted EBITDA: We provide adjusted EBITDA, a non-GAAP financial measure that represents our net income (loss) adjusted to exclude, as applicable: M&A related expense (income), stock-based compensation expenses, restructuring charges, loss (gain) from change in fair value of warrants and warrant repurchase/redemption, other financial expense (income), net, income taxes, and depreciation and amortization.

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Adjusted EBITDA ex. Interest: represents Adjusted EBITDA excluding interest income.

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Other companies may calculate the above measure differently, and therefore Payoneer’s measures may not be directly comparable to similarly titled measures of other companies.

​

Additional Information and Definitions

​

In this earnings release, we reference volume, which is an operational metric. Volume refers to the total dollar value of transactions successfully completed or enabled by our platform, not including orchestration transactions. For a customer that both receives and later sends payments, we count the volume only once. Note: orchestration transactions ceased in 2024 and were related to our 2020 acquisition of optile GmbH.

​

We also reference ARPU (Average Revenue Per User), which is defined as the Revenue from Active Customers divided by the number of Active Customers over the period in which the Revenue was earned. Active Customers for these purposes are defined as Payoneer accountholders with at least 1 financial transaction over the period. Revenue from Active Customers represents revenue attributed to Active Customers based on their use of the Payoneer platform, including interest income earned from their balances, and excluding revenues unrelated to their activities.

​

​

Investor Contact:

Michelle Wang

investor@payoneer.com

​

Media Contact:

Angela Sullivan

PR@payoneer.com

​

​

​

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TABLE - 1

PAYONEER GLOBAL INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(U.S. dollars in thousands, except share and per share data)

​

​	​	​	​	​	​	​
​	​	(Unaudited)
​	​	Three months ended June 30,
​	​ ​ ​	2026		​ ​ ​	2025
​	​	​	​	​	​	​
Revenues	​	$	274,258	​	$	260,614
​	​	​	​	​	​	​
Transaction costs	​		37,682	​		40,566
Other operating expenses	​		41,260	​		42,703
Research and development expenses	​		46,968	​		37,387
Sales and marketing expenses	​		61,770	​		57,312
General and administrative expenses	​		48,421	​		37,016
Depreciation and amortization	​		21,224	​		15,553
Total operating expenses	​		257,325	​		230,537
​	​	​	​	​	​	​
Operating income	​		16,933	​		30,077
​	​	​	​	​	​	​
Financial expense:	​		​	​		​
Other financial expense, net	​		10,622	​		227
Financial expense, net	​	​	10,622	​	​	227
​	​	​	​	​	​	​
Income before income taxes	​	​	6,311	​	​	29,850
​	​	​	​	​	​	​
Income taxes	​	​	8,747	​		10,370
​	​	​	​	​	​	​
Net income (loss)	​	$	(2,436)	​	$	19,480
​	​	​	​	​	​	​
Other comprehensive income (loss)	​	​	​	​	​	​
Unrealized gain (loss) on available-for-sale debt securities, net	​	​	(8,104)	​	​	2,565
Tax benefit (expense) on unrealized gain (loss) on available-for-sale debt securities, net	​	​	1,773	​	​	(569)
Unrealized gain on cash flow hedges, net	​	​	927	​	​	5,932
Tax expense on unrealized gain on cash flow hedges, net	​	​	(177)	​	​	(1,135)
Unrealized gain (loss) on interest rate floor, net	​	​	(8,231)	​	​	2,117
Tax benefit (expense) on unrealized gain (loss) on interest rate floor, net	​	​	1,800	​	​	(469)
Foreign currency translation adjustments	​	​	(166)	​	​	66
Other comprehensive income (loss)	​	​	(12,178)	​	​	8,507
​	​	​	​	​	​	​
Comprehensive income (loss)	​	$	(14,614)	​	$	27,987
​	​	​	​	​	​	​
Per Share Data	​	​	​	​	​	​
Net income per share attributable to common stockholders — Basic earnings per share	​	$	(0.01)	​	$	0.05
— Diluted earnings per share	​	$	(0.01)	​	$	0.05
​	​	​	​	​	​	​
Weighted average common shares outstanding — Basic	​	​	337,465,576	​	​	368,770,598
Weighted average common shares outstanding — Diluted	​	​	337,465,576	​	​	380,632,789

​

​

​

​

Disaggregation of revenue

​

The following table presents revenue recognized from contracts with customers as well as revenue from other sources:

​

​	​	​	​	​	​	​
​	​	(Unaudited)
​	​	Three months ended
​	​	June 30,
​	​ ​ ​	2026		​ ​ ​	2025
Revenue recognized at a point in time	​	$	218,313	​	$	199,560
Revenue recognized over time	​	​	2,018	​		936
Revenue from contracts with customers	​	$	220,331	​	$	200,496
Interest income on customer balances	​	$	52,105	​	$	58,334
Capital advance income	​	​	1,822	​	​	1,784
Revenue from other sources	​	$	53,927	​	$	60,118
Total revenues	​	$	274,258	​	$	260,614

​

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.

​

​

​	​	​	​	​	​	​
​	​	(Unaudited)
​	​	Three months ended
​	​	June 30,
​	​ ​ ​	2026		​ ​ ​	2025
Primary regional markets		​	​		​	​
Greater China(1)	​	$	93,243	​	$	85,913
Europe, Middle East, and Africa(2)	​	​	68,250	​	​	67,396
Asia-Pacific(2)	​	​	60,775	​	​	53,762
Latin America(2)	​		25,772	​		28,883
North America(3)	​		26,218	​		24,660
Total revenues	​	$	274,258	​	$	260,614

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 $25,275 and $23,477 during the three months ended June 30, 2026 and 2025

​

​

TABLE - 2

PAYONEER GLOBAL INC.

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA (UNAUDITED)

(U.S. dollars in thousands)

​

​	​	​	​	​	​	​
​	​	Three months ended
​	​	June 30,
​	​ ​ ​	2026		​ ​ ​	2025
Net income (loss)	​	$	(2,436)	​	$	19,480
Depreciation and amortization	​		21,224	​		15,553
Income taxes	​		8,747	​		10,370
Other financial expense, net	​		10,622	​		227
EBITDA	​		38,157	​		45,630
Stock based compensation expenses(1)	​		19,475	​		20,059
M&A related expenses(2)	​		13,469	​		736
Restructuring charges(3)	​	​	257	​	​	—
Adjusted EBITDA	​	$	71,358	​	$	66,425

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended,

​

​ ​ ​

June 30, 2025

​ ​ ​

Sept. 30, 2025

​ ​ ​

Dec. 31, 2025

​ ​ ​

Mar. 31, 2026

​ ​ ​

June 30, 2026

Net income (loss)

​

$

19,480

​

$

14,123

​

$

19,012

​

$

19,568

​

$

(2,436)

Depreciation and amortization

​

15,553

​

16,140

​

19,542

​

18,916

​

21,224

Income taxes

​

10,370

​

16,388

​

8,446

​

9,641

​

8,747

Other financial expense, net

​

227

​

5,836

​

1,466

​

812

​

10,622

EBITDA

​

45,630

​

52,487

​

48,466

​

48,937

​

38,157

Stock based compensation expenses(1)

​

20,059

​

17,799

​

16,491

​

18,524

​

19,475

M&A related expenses(2)

​

736

​

981

​

1,339

​

478

​

13,469

Restructuring charges(3)

​

​

—

​

​

—

​

​

2,243

​

​

1,509

​

​

257

Adjusted EBITDA

​

$

66,425

​

$

71,267

​

$

68,539

​

$

69,448

​

$

71,358

​

(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 months ended June 30, 2026, M&A third-party costs were $10.8 million.

​

(ii) M&A-related expenses include certain acquisition-related costs and non-recurring adjustments associated with acquired businesses. For the three months ended June 30, 2026, these expenses included approximately $0.1 million related to a non-recurring fair value adjustment and compensation expense associated with the Boundless deferred payment and earn-out arrangement.

​
(iii) Non-recurring acquisition-related compensation to employees and contractors. For the three months ended June 30, 2026, these expenses were $2.5 million.

​

(3) Represents non-recurring costs related to severance and other employee termination benefits.

​

​

TABLE - 3

PAYONEER GLOBAL INC.

EARNINGS PER SHARE

(U.S. dollars in thousands, except share and per share data)

​

​	​	​	​	​	​	​
​	​	(Unaudited)
​	​	Three months ended June 30,
​	​ ​ ​	2026		​ ​ ​	2025
Numerator:		​	​		​	​
Net income (loss)	​	$	(2,436)	​	$	19,480
Denominator:	​		​	​		​
Weighted average common shares outstanding —	​		​	​		​
Basic	​	​	337,465,576	​		368,770,598
Add:	​	​	​	​	​	​
Dilutive impact of RSUs, ESPP and options to purchase common stock	​	​	—	​	​	11,066,906
Dilutive impact of private Warrants	​	​	—	​	​	795,285
Weighted average common shares — diluted	​	​	337,465,576	​	​	380,632,789
Net income (loss) per share attributable to common stockholders — Basic earnings per share	​	$	(0.01)	​	$	0.05
Diluted earnings per share	​	$	(0.01)	​	$	0.05

​

​

​

​

TABLE - 4

PAYONEER GLOBAL INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(U.S. dollars in thousands, except share and per share data)

​

​	​	​	​	​	​	​
​	​ ​ ​	June 30,		​ ​ ​	December 31,
​	​	2026		​	2025
Assets:		​	​		​	​
Current assets:		​	​		​	​
Cash and cash equivalents	​	$	346,320	​	$	415,537
Restricted cash	​		4,717	​		6,090
Customer funds	​		7,472,749	​		7,544,541
Accounts receivable (net of allowance of $1,032 and $501 at June 30, 2026 and December 31, 2025, respectively)	​		13,258	​		10,412
Capital advance receivables (net of allowance of $3,477 and $3,953 at June 30, 2026 and December 31, 2025, respectively)	​		36,881	​		43,665
Other current assets	​		86,539	​		90,671
Total current assets	​		7,960,464	​		8,110,916
Non-current assets:	​		​	​		​
Property, equipment and software, net	​		46,624	​		32,437
Goodwill	​		86,136	​		77,785
Intangible assets, net	​		215,404	​		208,053
Customer funds	​	​	275,000	​	​	350,000
Restricted cash	​		22,834	​		23,604
Deferred tax assets, net	​		65,153	​		56,898
Severance pay fund	​		894	​		856
Operating lease right-of-use assets	​		61,485	​		62,257
Other assets	​		30,952	​		33,783
Total assets	​	$	8,764,946	​	$	8,956,589
Liabilities and shareholders’ equity:	​		​	​		​
Current liabilities:	​		​	​		​
Trade payables	​	$	50,812	​	$	44,611
Outstanding operating balances	​		7,747,749	​		7,894,541
Other payables	​	​	138,878	​	​	144,568
Total current liabilities	​		7,937,439	​		8,083,720
Non-current liabilities:	​		​	​		​
Deferred tax liabilities, net	​	​	25,405	​	​	25,051
Other long-term liabilities	​		148,572	​		143,391
Total liabilities	​		8,111,416	​		8,252,162
Commitments and contingencies	​		​	​		​
​	​	​	​	​	​	​
Shareholders’ equity:	​		​	​		​
Preferred stock, $0.01 par value, 380,000,000 shares authorized; no shares were issued and outstanding at June 30, 2026 and December 31, 2025.	​		—	​		—
Common stock, $0.01 par value, 3,800,000,000 and 3,800,000,000 shares authorized; 419,411,249 and 411,826,086 shares issued and 338,723,544 and 348,704,315 shares outstanding at June 30, 2026 and December 31, 2025, respectively.	​	​	4,194	​	​	4,118
Treasury stock at cost, 80,687,705 and 63,121,771 shares as of June 30, 2026 and December 31, 2025, respectively.	​	​	(459,220)	​	​	(368,867)
Additional paid-in capital	​		937,577	​		896,294
Accumulated other comprehensive loss	​		(25,312)	​		(6,277)
Retained earnings	​		196,291	​		179,159
Total shareholders’ equity	​		653,530	​		704,427
Total liabilities and shareholders’ equity	​	$	8,764,946	​	$	8,956,589

​

​

​

​

TABLE - 5

PAYONEER GLOBAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(U.S. dollars in thousands)

​

​	​	​	​	​	​	​
​	​ ​ ​	​
​	​	Six months ended June 30,
​	​ ​ ​	2026		​	2025
Cash Flows from Operating Activities		​	​		​	​
Net income	​	$	17,132	​	$	40,057
Adjustment to reconcile net income to net cash provided by operating activities:	​		​	​		​
Depreciation and amortization	​		40,140	​		29,943
Deferred taxes	​		(2,651)	​		(7,957)
Stock-based compensation expenses	​		37,999	​		38,814
Interest on certificate of deposits	​	​	(3,559)	​	​	(9,386)
Interest and amortization of premium/discount on investments	​	​	2,624	​	​	(2,560)
Net realized (gains) losses on derivative instruments	​	​	(2,752)	​	​	664
Foreign currency re-measurement (gain) loss	​		1,014	​		(5,840)
Changes in operating assets and liabilities:	​		​	​		​
Other current assets	​		6,986	​		9,388
Trade payables	​		1,930	​		5,943
Deferred revenue	​		4,696	​		211
Accounts receivable, net	​		(2,811)	​		(1,958)
Capital advance extended to customers	​		(134,730)	​		(167,223)
Capital advance collected from customers	​		141,514	​		191,655
Other payables	​		(4,152)	​		(10,918)
Other long-term liabilities	​		3,562	​		3,571
Operating lease right-of-use assets	​		5,404	​		5,777
Other assets	​		664	​		4,220
Net cash provided by operating activities	​		113,010	​		124,401
​	​	​	​	​	​	​
Cash Flows from Investing Activities	​		​	​		​
Purchase of property, equipment and software	​		(21,116)	​		(7,304)
Capitalization of internal use software	​		(34,742)	​		(29,993)
Severance pay fund distributions, net	​		(38)	​		(40)
Customer funds in transit, net	​		53,049	​		(45,619)
Purchases of investments in available-for-sale debt securities	​	​	(217,374)	​	​	(272,974)
Maturities of investments in available-for-sale debt securities	​	​	195,000	​	​	180,500
Settlement of cash flow hedges	​	​	7,077	​	​	—
Maturities of investments in term deposits	​	​	75,000	​	​	75,000
Cash paid in connection with acquisition, net of cash acquired	​	​	(6,479)	​	​	(33,081)
Net cash provided by (used in) investing activities	​		50,377	​		(133,511)
​	​	​	​	​	​	​
Cash Flows from Financing Activities	​		​	​		​
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	​		3,800	​		(2,183)
Outstanding operating balances, net	​		(149,447)	​		47,549
Receipts of collateral on interest rate derivatives	​	​	41,670	​	​	68,130
Payments of collateral on interest rate derivatives	​	​	(52,470)	​	​	(61,500)
Consideration related to previous acquisitions	​	​	(6,519)	​	​	—
Common stock repurchased	​	​	(92,670)	​	​	(49,756)
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
​	​	​	​	​	​	​
Net change in cash, cash equivalents, restricted cash and customer funds	​		(93,397)	​		(825)
Cash, cash equivalents, restricted cash and customer funds at beginning of period	​		6,416,707	​		5,658,210
Cash, cash equivalents, restricted cash and customer funds at end of period	​	$	6,323,310	​	$	5,657,385
Supplemental information of investing and financing activities not involving cash flows:	​		​	​		​
Property, equipment, and software acquired but not paid	​	$	1,955	​	$	142
Internal use software capitalized but not paid	​	$	8,513	​	$	5,229
Common stock repurchased but not paid	​	$	—	​	$	700
Right of use assets obtained in exchange for new operating lease liabilities	​	$	2,330	​	$	28,614

​

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 554.4 KB

Other Documents

• EX-101 EX-101.SCH 3.4 KB
• EX-101 EX-101.DEF 3.5 KB
• EX-101 EX-101.LAB 16.8 KB
• EX-101 EX-101.PRE 11.0 KB