Payoneer (PAYO) CEO uses common shares to cover RSU tax bill

Rhea-AI Filing Summary

Payoneer Global Inc. Chief Executive Officer John Caplan reported two tax-withholding stock transactions related to vested restricted stock units. On February 26, 2026, 69,125 shares of common stock were withheld at $5.24 per share, and on February 25, 2026, 27,740 shares were withheld at $5.41 per share.

According to the footnote, these shares were withheld solely to cover the reporting person’s tax obligations from RSU settlement and do not represent open market sales. The transactions are coded "F," indicating payment of tax liability by delivering securities rather than discretionary selling.

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

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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 NY 10007

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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

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

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

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	02/25/2026		F		27,740(1)	D	$5.41	5,927,899	D
Common Stock	02/26/2026		F		69,125(1)	D	$5.24	5,858,774	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	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Payoneer CEO John Caplan reported two Form 4 transactions coded "F" for common stock. A total of 69,125 shares and 27,740 shares were withheld on consecutive days to satisfy tax obligations from vested restricted stock units, not discretionary open market sales.

Were the recent PAYO CEO stock transactions open market sales?

No, the transactions were not open market sales. The filing states the shares were withheld solely to cover John Caplan’s tax obligations arising from settlement of vested restricted stock units, using transaction code "F" for tax-withholding dispositions.

What does transaction code "F" mean in the Payoneer (PAYO) Form 4 filing?

In this Form 4, code "F" means shares were used to pay tax liabilities from equity awards. Payoneer’s CEO delivered common stock to satisfy taxes due on vested restricted stock units, rather than selling shares voluntarily in the open market.

How many Payoneer (PAYO) shares were used for the CEO’s tax withholding?

Two separate tax-withholding dispositions occurred. On February 26, 2026, 69,125 common shares were withheld at $5.24 each. On February 25, 2026, 27,740 common shares were withheld at $5.41 each, all tied to restricted stock unit settlements.

Why did Payoneer’s CEO deliver PAYO shares instead of paying cash for taxes?

The Form 4 indicates shares were "withheld solely" to cover John Caplan’s tax obligations from RSU settlements. Using shares for tax withholding is a common structure where a portion of vested stock is retained to satisfy withholding taxes instead of a separate cash payment.