Payoneer Q3 2026 revenue rises 2% to $277M

B2B volume grew 59% year over year as Payoneer worked toward a targeted mid-2027 close of the Nuvei transaction.

Available on EDGAR 11/05/2026 - 07:35 AM EST Accepted by SEC EDGAR 11/05/2026 - 07:35 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Payoneer Global Inc. reported third-quarter 2026 revenue of $276.9 million, up 2% year over year, while revenue excluding interest income was $222.2 million, up 5%. Net income rose 6% to $14.9 million; adjusted EBITDA, a non-GAAP measure, was $68.3 million, down 4%. Transaction volume reached $25.3 billion, up 13%, and B2B volume grew 59% year over year. Average revenue per user excluding interest income expanded 20%+ year over year for a ninth consecutive quarter.

For the first nine months of 2026, net income was $32.0 million, compared with $54.2 million in the same 2025 period, while operating cash flow was $180.4 million versus $171.9 million. Payoneer said stockholders approved the Nuvei merger agreement proposal on September 14, 2026, and it is working toward a targeted mid-2027 close while making progress with required regulatory approvals. It also reported obtaining payment licenses in Canada and Israel.

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Positive

• Moderate pointRevenue excluding interest income increased 5% year over year in Q3 2026.
• Moderate pointThird-quarter net income rose 6% year over year.
• Moderate pointB2B volume grew 59% year over year.

Negative

• Moderate pointNine-month net income was $32.0 million versus $54.2 million in 2025.

Filing Explained

At September 30, 2026, Payoneer reported 340,775,508 common shares outstanding versus 348,704,315 at December 31, 2025, even as issued shares rose from 411,826,086 to 421,463,213; it also reported $92,524 thousand of common-stock repurchases over the nine months.

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, or exhibit attachments filed with this report.

Key Figures

Revenue: $276.9 million Revenue excluding interest income: $222.2 million Net income: $14.9 million +5 more

8 metrics

Revenue $276.9 million Q3 2026; up 2% year over year

Revenue excluding interest income $222.2 million Q3 2026; up 5% year over year

Net income $14.9 million Q3 2026; up 6% year over year

Adjusted EBITDA $68.3 million Q3 2026; down 4% year over year

Transaction volume $25.3 billion Q3 2026; up 13% year over year

B2B volume growth 59% Year over year in Q3 2026

Net income $32.0 million Nine months ended September 30, 2026; $54.2 million in the same 2025 period

Operating cash flow $180.4 million Nine months ended September 30, 2026; $171.9 million in the same 2025 period

Key Terms

Adjusted EBITDA, Adjusted EBITDA ex. Interest, Average Revenue Per User (ARPU), Take Rate, +1 more

5 terms

Adjusted EBITDA financial

"Adjusted EBITDA, a non-GAAP financial measure"

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.

Adjusted EBITDA ex. Interest financial

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

Average Revenue Per User (ARPU) financial

"Average Revenue Per User (ARPU)"

Average revenue per user (ARPU) measures how much money a company earns, on average, from each of its customers or users over a specific period. It helps investors understand how effectively a company is generating income from its customer base, serving as an indicator of its overall revenue performance and potential growth. Higher ARPU generally suggests that a company is successfully providing valuable services or products that customers are willing to pay for.

Take Rate financial

"Revenue as a % of volume ("Take Rate")"

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.

orchestration transactions technical

"not including orchestration transactions"

Earnings Snapshot

Revenue: $276.9 million

Third quarter 2026

Revenue $276.9 million +2% year over year

Revenue excluding interest income $222.2 million +5% year over year

Net income $14.9 million +6% year over year

Adjusted EBITDA $68.3 million -4% year over year

FAQ

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

How much revenue did PAYO report in Q3 2026?

Payoneer reported Q3 2026 revenue of $276.9 million, up 2% year over year. Revenue excluding interest income was $222.2 million, up 5%, while interest income was $54.7 million, down 8% year over year.

What was PAYO's take rate in Q3 2026?

Payoneer's revenue as a percentage of volume, called its take rate, was 109 basis points in Q3 2026, 12 basis points lower year over year. SMB customer take rate was 111 basis points, down 10 basis points year over year.

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

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0001845815false00018458152026-11-052026-11-05

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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): November 5, 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 November 5, 2026, Payoneer Global Inc. issued a press release announcing its financial results for the fiscal quarter ended September 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 November 5, 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.
November 5, 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 Third Quarter 2026 Financial Results

13% volume growth led by B2B acceleration, up 59% year-over-year

Stockholders approved the Nuvei merger agreement proposal on September 14, 2026

NEW YORK – November 5, 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 third quarter ended September 30, 2026.

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Third Quarter 2026 Financial Highlights

​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​
($ in mm unless otherwise noted)	3Q 2025	​	4Q 2025	​	1Q 2026	​	2Q 2026	​	3Q 2026	​	YoY Change
Revenue ex. interest income	$211.4	​	$218.9	​	$210.1	​	$222.2	​	$222.2	​	5%
Interest income	59.5	​	55.8	​	51.5	​	52.1	​	54.7	​	(8)%
Revenue	$270.9	​	$274.7	​	$261.6	​	$274.3	​	$276.9	​	2%
Transaction costs as a % of revenue	15.7%	​	15.6%	​	13.5%	​	13.7%	​	15.0%	​	(70) bps
Net income	$14.1	​	$19.0	​	$19.6	​	($2.4)	​	$14.9	​	6%
Adjusted EBITDA	71.3	​	68.5	​	69.4	​	71.4	​	68.3	​	(4)%
Adjusted EBITDA ex. interest income	11.7	​	12.8	​	17.9	​	19.3	​	13.6	​	16%
​	​	​	​	​	​	​	​	​	​	​	​
Operational Metrics	​	​	​	​	​	​	​	​	​	​	​
Volume ($bn)	$22.3	​	$24.8	​	$22.8	​	$23.7	​	$25.3	​	13%
Average Revenue Per User (ARPU)1	$ 471	​	$ 488	​	$ 513	​	$ 533	​	$ 555	​	18%
Revenue as a % of volume ("Take Rate")	121 bps	​	111 bps	​	115 bps	​	116 bps	​	109 bps	​	(12) bps
SMB customer take rate2	121 bps	​	113 bps	​	120 bps	​	118 bps	​	111 bps	​	(10) 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.

​

“Payoneer’s Q3 results show our upmarket strategy is working: B2B volume growth accelerated to 59% year-over-year, ARPU ex. interest expanded 20%+ year-over-year for a 9^th consecutive quarter, and the percentage of our revenue from larger customers continues to grow. Additionally, we obtained payment licenses in Canada and Israel, extending our global regulatory infrastructure to more markets for customers.

​

We continue to work towards a targeted mid-2027 close of the Nuvei transaction. We received shareholder approval in September and are making progress with obtaining necessary regulatory approvals. Our customer relationships and distribution, regulatory infrastructure and wallet and payout capabilities are highly complementary with Nuvei’s capabilities and together, we will build the end-to-end money movement infrastructure designed for the world’s largest digital commerce ecosystems.”

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John Caplan, Chief Executive Officer

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Third Quarter 2026 Business Highlights (unless otherwise noted)

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● Revenue excluding interest income of $222 million grew 5% year-over-year

● Volume of $25.3 billion increased 13% year-over-year, reflecting:

o SMBs that sell on marketplaces volume of $12.6 billion up 1% year-over-year.

o B2B volume of $5.0 billion, up 59% year-over-year driven by accelerating growth across all major regions and continued momentum with larger customers, particularly in China and EMEA.

o Checkout volume of $330 million, up 48% year-over-year.

o Enterprise payouts volume of $7.4 billion, up 14% year-over-year.

● SMB customer revenue of $199 million grew 4% year-over-year, reflecting:

o SMBs that sell on marketplaces revenue of $115 million, down 5% year-over-year.

o B2B SMBs revenue of $70 million, up 13% year-over-year.

o Checkout revenue of $14 million, up 60% year-over-year.

● 18% growth in ARPU, and 21% growth in ARPU excluding interest income, the ninth consecutive quarter of 20%+ growth in ARPU excluding interest income.

● $7.5 billion of customer funds (including both short-term and long-term funds) as of September 30, 2026. Customer funds growth of 6% year-over-year partially offsetting the impact of lower interest rates on year-over-year interest income.

● Obtained shareholder approval of the Nuvei transaction on September 14, 2026.

● Payoneer continues to strengthen its global regulatory infrastructure with payment licenses in Canada and Israel.

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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, Neon Maple Parent Inc., a corporation incorporated pursuant to the laws of Canada (“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 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 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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Financial Information; Non-GAAP Financial Measures

​

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, 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.

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Additional Information and Definitions

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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.

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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.

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Investor Contact:

Michelle Wang

investor@payoneer.com

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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)

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​	​	​	​	​	​	​
​	​	(Unaudited)
​	​	Three months ended September 30,
​	​ ​ ​	2026		​ ​ ​	2025
​	​	​	​	​	​	​
Revenues	​	$	276,938	​	$	270,850
​	​	​	​	​	​	​
Transaction costs	​		41,636	​		42,483
Other operating expenses	​		41,117	​		40,386
Research and development expenses	​		49,962	​		39,864
Sales and marketing expenses	​		59,924	​		59,489
General and administrative expenses	​		37,832	​		36,141
Depreciation and amortization	​		21,375	​		16,140
Total operating expenses	​		251,846	​		234,503
​	​	​	​	​	​	​
Operating income	​		25,092	​		36,347
​	​	​	​	​	​	​
Financial income (expense), net	​		6,188	​		(5,836)
​	​	​	​	​	​	​
Income before income taxes	​	​	31,280	​	​	30,511
​	​	​	​	​	​	​
Income taxes	​	​	16,363	​		16,388
​	​	​	​	​	​	​
Net income	​	$	14,917	​	$	14,123
​	​	​	​	​	​	​
Other comprehensive income (loss)	​	​	​	​	​	​
Unrealized gain (loss) on available-for-sale debt securities, net	​	​	(17,986)	​	​	892
Tax benefit (expense) on unrealized gain (loss) on available-for-sale debt securities, net	​	​	3,889	​	​	(200)
Unrealized loss on cash flow hedges, net	​	​	(2,795)	​	​	(1,668)
Tax benefit on unrealized loss on cash flow hedges, net	​	​	536	​	​	320
Unrealized loss on interest rate floor, net	​	​	(5,081)	​	​	(6,190)
Tax benefit on unrealized loss on interest rate floor, net	​	​	1,049	​	​	1,376
Foreign currency translation adjustments	​	​	62	​	​	(444)
Other comprehensive loss	​	​	(20,326)	​	​	(5,914)
​	​	​	​	​	​	​
Comprehensive income (loss)	​	$	(5,409)	​	$	8,209
​	​	​	​	​	​	​
Per Share Data	​	​	​	​	​	​
Net income per share attributable to common stockholders — Basic earnings per share	​	$	0.04	​	$	0.04
— Diluted earnings per share	​	$	0.04	​	$	0.04
​	​	​	​	​	​	​
Weighted average common shares outstanding — Basic	​	​	340,346,575	​	​	368,266,611
Weighted average common shares outstanding — Diluted	​	​	350,041,330	​	​	377,633,523

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Disaggregation of revenue

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

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​	​	​	​	​	​	​
​	​	(Unaudited)
​	​	Three months ended
​	​	September 30,
​	​ ​ ​	2026		​ ​ ​	2025
Revenue recognized at a point in time	​	$	218,313	​	$	208,696
Revenue recognized over time	​	​	2,120	​		990
Revenue from contracts with customers	​	$	220,433	​	$	209,686
Interest income on customer balances	​	$	54,747	​	$	59,531
Capital advance income	​	​	1,758	​	​	1,633
Revenue from other sources	​	$	56,505	​	$	61,164
Total revenues	​	$	276,938	​	$	270,850

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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.

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​	​	​	​	​	​	​
​	​	(Unaudited)
​	​	Three months ended
​	​	September 30,
​	​ ​ ​	2026		​ ​ ​	2025
Primary regional markets		​	​		​	​
Greater China(1)	​	$	95,157	​	$	91,159
Europe, Middle East, and Africa(2)	​	​	68,623	​	​	68,234
Asia-Pacific(2)	​	​	60,840	​	​	57,183
Latin America(2)	​		24,566	​		27,972
North America(3)	​		27,752	​		26,302
Total revenues	​	$	276,938	​	$	270,850

(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 $26,769 and $25,165 during the three months ended September 30, 2026 and 2025

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TABLE - 2

PAYONEER GLOBAL INC.

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA (UNAUDITED)

(U.S. dollars in thousands)

​

​	​	​	​	​	​	​
​	​	Three months ended
​	​	September 30,
​	​ ​ ​	2026		​ ​ ​	2025
Net income	​	$	14,917	​	$	14,123
Depreciation and amortization	​		21,375	​		16,140
Income taxes	​		16,363	​		16,388
Financial (income) expense, net	​		(6,188)	​		5,836
EBITDA	​		46,467	​		52,487
Stock based compensation expenses(1)	​		18,726	​		17,799
M&A related expenses(2)	​		3,128	​		981
Adjusted EBITDA	​	$	68,321	​	$	71,267

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended,

​

​ ​ ​

Sept 30, 2025

​ ​ ​

Dec. 31, 2025

​ ​ ​

Mar. 31, 2026

​ ​ ​

June 30, 2026

​ ​ ​

Sept 30, 2026

Net income

​

$

14,123

​

$

19,012

​

$

19,568

​

$

(2,436)

​

$

14,917

Depreciation and amortization

​

16,140

​

19,542

​

18,916

​

21,224

​

21,375

Income taxes

​

16,388

​

8,446

​

9,641

​

8,747

​

16,363

Financial (income) expense, net

​

5,836

​

1,466

​

812

​

10,622

​

(6,188)

EBITDA

​

52,487

​

48,466

​

48,937

​

38,157

​

46,467

Stock based compensation expenses(1)

​

17,799

​

16,491

​

18,524

​

19,475

​

18,726

M&A related expenses(2)

​

981

​

1,339

​

478

​

13,469

​

3,128

Restructuring charges(3)

​

​

—

​

​

2,243

​

​

1,509

​

​

257

​

​

—

Adjusted EBITDA

​

$

71,267

​

$

68,539

​

$

69,448

​

$

71,358

​

$

68,321

​

(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 pending acquisition by Nuvei. For the three months ended September 30, 2026, M&A third-party costs were $2.7 million.

​

(ii) M&A-related expenses include certain acquisition-related costs and non-recurring adjustments associated with acquired businesses. For the three months ended September 30, 2026, these expenses included approximately $0.2 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 September 30, 2026, these expenses were $0.3 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 September 30,
​	​ ​ ​	2026		​ ​ ​	2025
Numerator:		​	​		​	​
Net income	​	$	14,917	​	$	14,123
Denominator:	​		​	​		​
Weighted average common shares outstanding —	​		​	​		​
Basic	​	​	340,346,575	​		368,266,611
Add:	​	​	​	​	​	​
Dilutive impact of RSUs, ESPP and options to purchase common stock	​	​	9,694,755	​	​	8,824,839
Dilutive impact of private Warrants	​	​	—	​	​	542,073
Weighted average common shares — diluted	​	​	350,041,330	​	​	377,633,523
Net income per share attributable to common stockholders — Basic earnings per share	​	$	0.04	​	$	0.04
Diluted earnings per share	​	$	0.04	​	$	0.04

​

​

​

​

TABLE - 4

PAYONEER GLOBAL INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

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

​

​	​	​	​	​	​	​
​	​ ​ ​	September 30,		​ ​ ​	December 31,
​	​	2026		​	2025
Assets:		​	​		​	​
Current assets:		​	​		​	​
Cash and cash equivalents	​	$	362,635	​	$	415,537
Restricted cash	​		2,586	​		6,090
Customer funds	​		7,364,658	​		7,544,541
Accounts receivable (net of allowance of $1,391 and $501 at September 30, 2026 and December 31, 2025, respectively)	​		12,842	​		10,412
Capital advance receivables (net of allowance of $3,572 and $3,953 at September 30, 2026 and December 31, 2025, respectively)	​		48,735	​		43,665
Other current assets	​		90,866	​		90,671
Total current assets	​		7,882,322	​		8,110,916
Non-current assets:	​		​	​		​
Property, equipment and software, net	​		48,923	​		32,437
Goodwill	​		86,073	​		77,785
Intangible assets, net	​		215,579	​		208,053
Customer funds	​	​	175,000	​	​	350,000
Restricted cash	​		25,539	​		23,604
Deferred tax assets, net	​		73,244	​		56,898
Severance pay fund	​		866	​		856
Operating lease right-of-use assets	​		60,646	​		62,257
Other assets	​		26,582	​		33,783
Total assets	​	$	8,594,774	​	$	8,956,589
Liabilities and shareholders’ equity:	​		​	​		​
Current liabilities:	​		​	​		​
Trade payables	​	$	55,054	​	$	44,611
Outstanding operating balances	​		7,539,658	​		7,894,541
Other payables	​	​	152,541	​	​	144,568
Total current liabilities	​		7,747,253	​		8,083,720
Non-current liabilities:	​		​	​		​
Deferred tax liabilities, net	​	​	25,354	​	​	25,051
Other long-term liabilities	​		156,458	​		143,391
Total liabilities	​		7,929,065	​		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 September 30, 2026 and December 31, 2025.	​		—	​		—
Common stock, $0.01 par value, 3,800,000,000 and 3,800,000,000 shares authorized; 421,463,213 and 411,826,086 shares issued and 340,775,508 and 348,704,315 shares outstanding at September 30, 2026 and December 31, 2025, respectively.	​	​	4,215	​	​	4,118
Treasury stock at cost, 80,687,705 and 63,121,771 shares as of September 30, 2026 and December 31, 2025, respectively.	​	​	(459,074)	​	​	(368,867)
Additional paid-in capital	​		954,998	​		896,294
Accumulated other comprehensive loss	​		(45,638)	​		(6,277)
Retained earnings	​		211,208	​		179,159
Total shareholders’ equity	​		665,709	​		704,427
Total liabilities and shareholders’ equity	​	$	8,594,774	​	$	8,956,589

​

​

​

​

TABLE - 5

PAYONEER GLOBAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(U.S. dollars in thousands)

​

​	​	​	​	​	​	​
​	​ ​ ​	​
​	​	Nine months ended September 30,
​	​ ​ ​	2026		​	2025
Cash Flows from Operating Activities		​	​		​	​
Net income	​	$	32,049	​	$	54,180
Adjustment to reconcile net income to net cash provided by operating activities:	​		​	​		​
Depreciation and amortization	​		61,515	​		46,083
Deferred taxes	​		(5,314)	​		(11,761)
Stock-based compensation expenses	​		56,725	​		56,613
Interest on certificate of deposits	​	​	7,269	​	​	(7,525)
Interest and amortization of premium/discount on investments	​	​	3,734	​	​	(3,868)
Net realized (gains) losses on derivative instruments	​	​	(160)	​	​	(4,905)
Foreign currency re-measurement (gain) loss	​		1,014	​		(4,965)
Changes in operating assets and liabilities:	​		​	​		​
Other current assets	​		(5,114)	​		10,340
Trade payables	​		6,912	​		2,882
Deferred revenue	​		4,343	​		258
Accounts receivable, net	​		(2,395)	​		(2,405)
Capital advance extended to customers	​		(215,376)	​		(235,407)
Capital advance collected from customers	​		210,306	​		249,264
Other payables	​		1,744	​		1,394
Other long-term liabilities	​		15,493	​		13,086
Operating lease right-of-use assets	​		7,603	​		7,610
Other assets	​		9	​		1,016
Net cash provided by operating activities	​		180,357	​		171,890
​	​	​	​	​	​	​
Cash Flows from Investing Activities	​		​	​		​
Purchase of property, equipment and software	​		(25,522)	​		(12,285)
Capitalization of internal use software	​		(50,791)	​		(43,886)
Severance pay fund distributions, net	​		(10)	​		(56)
Customer funds in transit, net	​		61,423	​		(56,747)
Purchases of investments in available-for-sale debt securities	​	​	(411,932)	​	​	(351,824)
Maturities of investments in available-for-sale debt securities	​	​	274,000	​	​	253,500
Settlement of cash flow hedges	​	​	7,150	​	​	6,687
Maturities of investments in term deposits	​	​	175,000	​	​	75,000
Cash paid in connection with acquisition, net of cash acquired	​	​	(6,479)	​	​	(33,081)
Net cash provided by (used in) investing activities	​		22,839	​		(162,692)
​	​	​	​	​	​	​
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	​		910	​		(3,237)
Outstanding operating balances, net	​		(357,538)	​		136,622
Receipts of collateral on interest rate derivatives	​	​	44,330	​	​	89,550
Payments of collateral on interest rate derivatives	​	​	(63,390)	​	​	(90,010)
Consideration related to previous acquisitions	​	​	(6,519)	​	​	455
Payment on exercise of warrants	​	​	—	​	​	(1,332)
Common stock repurchased	​	​	(92,524)	​	​	(95,029)
Net cash provided by (used in) financing activities	​		(474,731)	​		37,019
​	​	​	​	​	​	​
Effect of exchange rate changes on cash and cash equivalents	​		(1,153)	​		5,177
​	​	​	​	​	​	​
Net change in cash, cash equivalents, restricted cash and customer funds	​		(272,688)	​		51,394
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	​	$	6,144,019	​	$	5,709,604
Supplemental information of investing and financing activities not involving cash flows:	​		​	​		​
Property, equipment, and software acquired but not paid	​	$	5,021	​	$	505
Internal use software capitalized but not paid	​	$	8,869	​	$	6,201
Right of use assets obtained in exchange for new operating lease liabilities	​	$	3,690	​	$	34,440

​

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 533.3 KB

Other Documents

• EX-101 EX-101.SCH 3.4 KB
• EX-101 EX-101.DEF 3.5 KB
• EX-101 EX-101.LAB 16.9 KB
• EX-101 EX-101.PRE 11.0 KB