Payoneer (PAYO) CEO uses 69,125 shares to cover RSU tax bill

Rhea-AI Filing Summary

Payoneer Global Inc. chief executive John Caplan reported a tax-withholding disposition of 69,125 shares of Common Stock. The shares were withheld by the company at a price of $4.94 per share solely to cover his tax obligation from the settlement of vested restricted stock units and not sold in the open market.

After this withholding, Caplan directly holds 5,722,278 shares of Payoneer Common Stock, indicating he retains a substantial equity position in the company.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Caplan John

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	69,125	$4.94	$341K

Holdings After Transaction: Common Stock — 5,722,278 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 69,125 shares Withholding price per share: $4.94 per share Shares held after transaction: 5,722,278 shares

3 metrics

Shares withheld for taxes 69,125 shares Tax-withholding disposition on Common Stock

Withholding price per share $4.94 per share Value used for tax-withholding shares

Shares held after transaction 5,722,278 shares Direct holdings of John Caplan after withholding

Key Terms

restricted stock units, tax obligation, tax-withholding disposition, Common Stock

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 obligation financial

"Shares withheld solely to cover the Reporting Person's tax obligation arising"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

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

"Shares withheld solely to cover the Reporting Person's tax obligation arising"

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.

Form 4 Insider Transactions: What Each Field Means →

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)
05/26/2026

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	05/26/2026		F		69,125(1)	D	$4.94	5,722,278	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/ Anna Bochkareva, attorney-in-fact for John Caplan	05/26/2026
	** 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)

FAQ

What insider transaction did Payoneer (PAYO) CEO John Caplan report?

John Caplan reported a tax-withholding disposition of 69,125 Payoneer shares. These shares were withheld by the company to satisfy his tax obligations from vested restricted stock units, rather than being sold in the open market.

Was the Payoneer (PAYO) CEO’s 69,125-share transaction an open market sale?

No, the 69,125-share transaction was not an open market sale. The shares were withheld solely to cover John Caplan’s tax obligations arising from the settlement of vested restricted stock units, according to the filing footnote.

At what price were the 69,125 Payoneer (PAYO) shares withheld for taxes?

The 69,125 shares were withheld at $4.94 per share. This price was used to determine the value of shares needed to cover John Caplan’s tax obligation tied to the settlement of vested restricted stock units.

How many Payoneer (PAYO) shares does CEO John Caplan hold after this Form 4?

Following the tax-withholding disposition, John Caplan directly holds 5,722,278 Payoneer Common Stock shares. This figure reflects his remaining stake after the company withheld 69,125 shares to satisfy his tax obligations on vested restricted stock units.

What does the Form 4 reveal about Payoneer (PAYO) CEO’s tax obligations?

The Form 4 shows shares were withheld to cover John Caplan’s tax obligation from vested restricted stock units. Instead of paying cash taxes, a portion of his equity compensation was used to satisfy the liability through share withholding.