STOCK TITAN

Payoneer (NASDAQ: PAYO) director granted 31,298 RSUs and reports large fund holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Marshall Christopher P reported acquisition or exercise transactions in this Form 4 filing.

Payoneer Global Inc. director Christopher P. Marshall received a grant of 31,298 shares of Common Stock in the form of restricted stock units (RSUs) at a price of $0.00 per share. After this award, he directly holds 65,586 shares, including shares underlying previously granted and fully vested RSUs.

The new RSUs vest in full on the earlier of June 9, 2027 or the first Annual Meeting of stockholders following the grant, subject to Marshall’s continuous service. Separately, entities affiliated with Technology Crossover Ventures collectively hold 34,197,116 shares indirectly, and all reporting persons disclaim Section 16 beneficial ownership except to the extent of their pecuniary interests.

Positive

  • None.

Negative

  • None.
Insider Marshall Christopher P, Technology Crossover Management VIII, Ltd., Technology Crossover Management VIII, L.P., TCV VIII, L.P., TCV VIII (A), L.P., TCV VIII (B), L.P., TCV Member Fund, L.P.
Role null | null | null | null | null | null | null
Type Security Shares Price Value
Grant/Award Common Stock 31,298 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 65,586 shares (Direct, null); Common Stock — 34,197,116 shares (Indirect, Technology Crossover Management VIII, Ltd.)
Footnotes (1)
  1. Represents shares of Common Stock underlying restricted stock units ("RSUs") subject to time-based vesting, granted to the Reporting Person pursuant to the Issuer's Amended and Restated Non-Employee Director Compensation Plan as an Annual Award (as defined in such plan) with the RSUs subject to the Issuer's Omnibus Equity Incentive Plan. These RSUs will fully vest on the earlier of (i) June 9, 2027 or (ii) the first Annual Meeting of the Issuer's stockholders following the effective date of such grant, provided that the Reporting Person remains in continuous service through the vesting date. Includes shares of Common Stock underlying previously granted and fully vested RSUs. Christopher P. Marshall is a Class A Director of Technology Crossover Management VIII, Ltd. ("Management VIII") and a limited partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and TCV Member Fund, L.P. ("Member Fund"). Mr. Marshall has sole dispositive power over the RSUs he holds directly. However, TCV VIII Management, L.L.C. ("TCV VIII Management") has a right to 100% of the pecuniary interest in such RSUs and the shares to be received upon the exercise of such RSUs. Mr. Marshall is a Member of TCV VIII Management but disclaims beneficial ownership of such RSUs and the shares to be received upon the exercise of such RSUs except to the extent of his pecuniary interest therein. Includes 24,327,775 shares held directly by TCV VIII, L.P., 6,560,434 shares held directly by TCV VIII (A), L.P., 1,510,960 shares held directly by TCV VIII (B), L.P. and 1,797,947 shares held directly by Member Fund. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII, L.P., TCV VIII (A), L.P. and TCV VIII (B), L.P.; Management VIII is also a general partner of Member Fund. Each of the entities and the individual described above are referred to herein as "Reporting Persons." Each Reporting Person disclaims Section 16 beneficial ownership of the RSUs and shares reported herein except to the extent of its or his respective pecuniary interest therein, if any, and the inclusion of these RSUs and shares in this report shall not be deemed an admission of beneficial ownership of all the reported RSUs and shares for purposes of Section 16 or any other purpose.
RSU grant size 31,298 shares Time-based RSUs granted to director on June 10, 2026
Grant price $0.00 per share Price per RSU in director equity award
Direct holdings after grant 65,586 shares Payoneer Common Stock held directly by Marshall post-transaction
Indirect fund holdings 34,197,116 shares Total shares held by TCV VIII, TCV VIII (A), TCV VIII (B), and Member Fund
Largest fund position 24,327,775 shares Shares held by TCV VIII, L.P.
Vesting date June 9, 2027 Latest vesting date for the 31,298 RSUs, subject to service
restricted stock units ("RSUs") financial
"Represents shares of Common Stock underlying restricted stock units ("RSUs") subject to time-based vesting"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Amended and Restated Non-Employee Director Compensation Plan financial
"granted to the Reporting Person pursuant to the Issuer's Amended and Restated Non-Employee Director Compensation Plan"
Omnibus Equity Incentive Plan financial
"with the RSUs subject to the Issuer's Omnibus Equity Incentive Plan"
A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.
pecuniary interest financial
"has a right to 100% of the pecuniary interest in such RSUs and the shares"
Section 16 beneficial ownership regulatory
"disclaims Section 16 beneficial ownership of the RSUs and shares reported herein"
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SEC Form 4
FORM 4UNITED 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*
Marshall Christopher P

(Last)(First)(Middle)
250 MIDDLEFIELD ROAD

(Street)
MENLO PARK CALIFORNIA 94025

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/10/2026A31,298(1)A$065,586(2)D(3)
Common Stock34,197,116(4)ITechnology Crossover Management VIII, Ltd.(5)(6)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Marshall Christopher P

(Last)(First)(Middle)
250 MIDDLEFIELD ROAD

(Street)
MENLO PARK CALIFORNIA 94025

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Technology Crossover Management VIII, Ltd.

(Last)(First)(Middle)
250 MIDDLEFIELD ROAD

(Street)
MENLO PARK CALIFORNIA 94025

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
May be part of a 13(d) group
1. Name and Address of Reporting Person*
Technology Crossover Management VIII, L.P.

(Last)(First)(Middle)
250 MIDDLEFIELD ROAD

(Street)
MENLO PARK CALIFORNIA 94025

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
May be part of a 13(d) group
1. Name and Address of Reporting Person*
TCV VIII, L.P.

(Last)(First)(Middle)
250 MIDDLEFIELD ROAD

(Street)
MENLO PARK CALIFORNIA 94025

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
May be part of a 13(d) group
1. Name and Address of Reporting Person*
TCV VIII (A), L.P.

(Last)(First)(Middle)
250 MIDDLEFIELD ROAD

(Street)
MENLO PARK CALIFORNIA 94025

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
May be part of a 13(d) group
1. Name and Address of Reporting Person*
TCV VIII (B), L.P.

(Last)(First)(Middle)
250 MIDDLEFIELD ROAD

(Street)
MENLO PARK CALIFORNIA 94025

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
May be part of a 13(d) group
1. Name and Address of Reporting Person*
TCV Member Fund, L.P.

(Last)(First)(Middle)
250 MIDDLEFIELD ROAD

(Street)
MENLO PARK CALIFORNIA 94025

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
May be part of a 13(d)
Explanation of Responses:
1. Represents shares of Common Stock underlying restricted stock units ("RSUs") subject to time-based vesting, granted to the Reporting Person pursuant to the Issuer's Amended and Restated Non-Employee Director Compensation Plan as an Annual Award (as defined in such plan) with the RSUs subject to the Issuer's Omnibus Equity Incentive Plan. These RSUs will fully vest on the earlier of (i) June 9, 2027 or (ii) the first Annual Meeting of the Issuer's stockholders following the effective date of such grant, provided that the Reporting Person remains in continuous service through the vesting date.
2. Includes shares of Common Stock underlying previously granted and fully vested RSUs.
3. Christopher P. Marshall is a Class A Director of Technology Crossover Management VIII, Ltd. ("Management VIII") and a limited partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and TCV Member Fund, L.P. ("Member Fund"). Mr. Marshall has sole dispositive power over the RSUs he holds directly. However, TCV VIII Management, L.L.C. ("TCV VIII Management") has a right to 100% of the pecuniary interest in such RSUs and the shares to be received upon the exercise of such RSUs. Mr. Marshall is a Member of TCV VIII Management but disclaims beneficial ownership of such RSUs and the shares to be received upon the exercise of such RSUs except to the extent of his pecuniary interest therein.
4. Includes 24,327,775 shares held directly by TCV VIII, L.P., 6,560,434 shares held directly by TCV VIII (A), L.P., 1,510,960 shares held directly by TCV VIII (B), L.P. and 1,797,947 shares held directly by Member Fund.
5. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII, L.P., TCV VIII (A), L.P. and TCV VIII (B), L.P.; Management VIII is also a general partner of Member Fund.
6. Each of the entities and the individual described above are referred to herein as "Reporting Persons." Each Reporting Person disclaims Section 16 beneficial ownership of the RSUs and shares reported herein except to the extent of its or his respective pecuniary interest therein, if any, and the inclusion of these RSUs and shares in this report shall not be deemed an admission of beneficial ownership of all the reported RSUs and shares for purposes of Section 16 or any other purpose.
/s/ Frederic D. Fenton Authorized Signatory for Christopher P. Marshall06/11/2026
** Signature of Reporting PersonDate
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)

FAQ

What did Payoneer (PAYO) director Christopher P. Marshall report in this Form 4?

Christopher P. Marshall reported receiving 31,298 restricted stock units (RSUs) of Payoneer Common Stock at no cost. These equity awards increase his direct holdings to 65,586 shares, reflecting standard non-employee director compensation under the company’s established equity plans.

When do Christopher P. Marshall’s newly granted Payoneer RSUs vest?

The 31,298 RSUs will fully vest on the earlier of June 9, 2027 or the first Annual Meeting of Payoneer stockholders following the grant. Vesting is conditioned on Marshall remaining in continuous service through the applicable vesting date.

How many Payoneer shares does Christopher P. Marshall hold directly after this transaction?

After the RSU grant, Christopher P. Marshall directly holds 65,586 shares of Payoneer Common Stock. This figure includes shares underlying previously granted and fully vested RSUs, as described in the Form 4 footnotes.

What indirect Payoneer holdings are associated with the TCV funds in this Form 4?

The filing notes 24,327,775 shares held by TCV VIII, L.P., 6,560,434 by TCV VIII (A), L.P., 1,510,960 by TCV VIII (B), L.P., and 1,797,947 by TCV Member Fund, L.P., totaling 34,197,116 shares of Payoneer Common Stock.

Does Christopher P. Marshall claim full beneficial ownership of the Payoneer RSUs and shares?

No. The Form 4 states that each reporting person, including Marshall, disclaims Section 16 beneficial ownership of the RSUs and shares reported, except to the extent of their respective pecuniary interests, and that inclusion of these holdings is not an admission of beneficial ownership.

Under which Payoneer plans were Christopher P. Marshall’s RSUs granted?

The RSUs were granted as an Annual Award under Payoneer’s Amended and Restated Non-Employee Director Compensation Plan and are subject to the company’s Omnibus Equity Incentive Plan, which governs the terms of equity-based compensation grants.