Payoneer CEO covers taxes with share withholding

Payoneer Global Inc. Chief Executive Officer John Caplan reported two transactions where company shares were withheld to cover his tax obligations from vested restricted stock units.

Rhea-AI Filing Summary

Payoneer Global Inc. Chief Executive Officer John Caplan reported two transactions where company shares were withheld to cover his tax obligations from vested restricted stock units. A total of 41,498 shares of common stock were surrendered at prices of $4.96 and $4.80 per share. The footnote clarifies these are tax-withholding dispositions, not open market sales, and Caplan continues to hold roughly 5.8 million shares directly.

Insider Trade Summary

Exercise Price or Tax Liability: 41,498 shares

Exercise Price or Tax Liability 2 txns

Insider Caplan John

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	34,563	$4.80	$166K
Exercise Price or Tax Liability	Common Stock	6,935	$4.96	$34K

Holdings After Transaction: Common Stock — 5,791,403 shares (Direct)

Footnotes (1)

1. F1. Shares withheld solely to cover the Reporting Person's tax obligation arising from the settlement of vested restricted stock units and does not represent an open market sale.

Key Figures

Tax-withheld shares: 41,498 shares First withholding price: $4.96/share Second withholding price: $4.80/share +3 more

6 metrics

Tax-withheld shares 41,498 shares Total shares used to cover tax obligations on 2026-05-20

First withholding price $4.96/share 6,935 shares of common stock on 2026-05-20

Second withholding price $4.80/share 34,563 shares of common stock on 2026-05-20

Holdings after transaction (entry 1) 5,791,403 shares Direct common stock held following one reported tax withholding

Holdings after transaction (entry 2) 5,798,338 shares Direct common stock held following the other reported tax withholding

Tax-withholding transactions 2 transactions Both coded F for payment of tax liability by delivering securities

Key Terms

restricted stock units, tax-withholding disposition, Common Stock, Payment of exercise price or tax liability by delivering securities

4 terms

restricted stock units financial

"arising from the settlement of vested restricted stock units and does not represent"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition","transaction_code_description""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Common Stock financial

""security_title": "Common Stock","transaction_date": "2026-05-20T00:00:00.000Z""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Payment of exercise price or tax liability by delivering securities regulatory

"transaction_code_description": "Payment of exercise price or tax liability by delivering securities""

FAQ

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

What did Payoneer (PAYO) CEO John Caplan report in this Form 4?

John Caplan reported two tax-withholding dispositions of Payoneer common stock. In total, 41,498 shares were surrendered to cover taxes from vested restricted stock units, rather than sold in the open market, according to the filing footnote.

How many Payoneer (PAYO) shares were used to cover John Caplan’s taxes?

Caplan had 41,498 Payoneer shares withheld to satisfy tax obligations. The transactions involved 6,935 shares at $4.96 per share and 34,563 shares at $4.80 per share, all tied to the settlement of vested restricted stock units.

Were John Caplan’s PAYO transactions open market sales of Payoneer stock?

No, the transactions were not open market sales. The filing states the shares were withheld solely to cover Caplan’s tax obligation from vested restricted stock units, and explicitly notes they do not represent open market sales of Payoneer common stock.

How many Payoneer (PAYO) shares does John Caplan hold after these transactions?

Following the tax-withholding dispositions, Caplan continues to directly hold approximately 5.8 million Payoneer shares. The Form 4 shows post-transaction direct ownership figures of 5,791,403 and 5,798,338 shares in the two reported entries.

What is the transaction code used in John Caplan’s Payoneer (PAYO) Form 4?

Both transactions use code “F,” indicating payment of tax liability by delivering securities. This means company shares were withheld to satisfy Caplan’s tax obligations related to restricted stock units, rather than bought or sold in the open market.

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

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Accepted by SEC EDGAR 05/21/2026 - 04:17 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Caplan John

(Last) (First) (Middle)

195 BROADWAY

27TH FLOOR

(Street)

NEW YORK NEW YORK 10007

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Payoneer Global Inc. [ PAYO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/20/2026		F		34,563(1)	D	$4.8	5,798,338	D
Common Stock	05/20/2026		F		6,935(1)	D	$4.96	5,791,403	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld solely to cover the Reporting Person's tax obligation arising from the settlement of vested restricted stock units and does not represent an open market sale.

	/s/ Eric Morais, attorney-in-fact for John Caplan	05/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)