Payoneer CEO has shares withheld for tax payment

Payoneer Global Inc. CEO John Caplan reported two Form 4 transactions where shares of common stock were disposed of to satisfy tax obligations from vested restricted stock units.

Rhea-AI Filing Summary

Payoneer Global Inc. CEO John Caplan reported two Form 4 transactions where shares of common stock were disposed of to satisfy tax obligations from vested restricted stock units. On these transactions, 104,673 shares at $5.35 and 34,563 shares at $5.42 were withheld and did not involve open market sales.

Insider Trade Summary

Exercise Price or Tax Liability: 139,236 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	104,673	$5.35	$560K
Exercise Price or Tax Liability	Common Stock	34,563	$5.42	$187K

Holdings After Transaction: Common Stock — 4,685,364 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.

FAQ

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

John Caplan reported dispositions of Payoneer common stock to cover taxes from vested restricted stock units. These Form 4 transactions reflect share withholding by the company, rather than open market trading, and are categorized as tax-withholding dispositions rather than discretionary sales.

How many Payoneer (PAYO) shares were used for John Caplan’s tax withholding?

John Caplan had 104,673 Payoneer shares withheld at $5.35 and 34,563 shares withheld at $5.42. Both transactions were to satisfy tax obligations from restricted stock unit settlements, not open market sales, according to the Form 4 disclosure and accompanying footnote.

Were John Caplan’s Payoneer (PAYO) Form 4 transactions open market sales?

No, the transactions were not open market sales. The Form 4 footnote states the shares were withheld solely to cover John Caplan’s tax obligations from vested restricted stock units, indicating an administrative tax-withholding mechanism rather than discretionary selling into the market.

What does transaction code F mean in the Payoneer (PAYO) CEO’s Form 4?

Transaction code F indicates shares were used to pay an exercise price or tax liability. For John Caplan, the Form 4 specifies the dispositions were tax-withholding events tied to restricted stock unit settlement, not open market purchases or sales of Payoneer common stock.

Does John Caplan’s Payoneer (PAYO) Form 4 suggest a change in investment sentiment?

The Form 4 reflects routine tax-withholding dispositions, not discretionary buying or selling. Shares were withheld to meet tax obligations from restricted stock units, which is a common administrative process and does not, by itself, indicate a change in John Caplan’s investment view.

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Accepted by SEC EDGAR 02/20/2026 - 03:43 PM 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 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)
02/19/2026

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	02/19/2026		F		104,673(1)	D	$5.35	4,719,927	D
Common Stock	02/19/2026		F		34,563(1)	D	$5.42	4,685,364	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.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Anna Bochkareva, attorney-in-fact for John Caplan	02/20/2026
	** 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.