Payoneer (NASDAQ: PAYO) CFO withholds shares to cover RSU taxes

Rhea-AI Filing Summary

Payoneer Global Inc. Chief Financial Officer Beatrice Ordonez reported a Form 4 transaction involving company common stock. A total of 49,282 shares were withheld at 5.35 per share to satisfy her tax obligations from the settlement of vested restricted stock units. The disclosure states this was not an open market sale but a tax-withholding disposition. After this transaction, she directly owns 2,175,201 shares of Payoneer common stock.

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^*

Ordonez Beatrice

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		49,282(1)	D	$5.35	2,175,201	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 Beatrice Ordonez	02/20/2026
	** 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 transaction did Payoneer (PAYO) report for CFO Beatrice Ordonez?

Payoneer CFO Beatrice Ordonez reported a tax-withholding disposition of 49,282 common shares. The shares were withheld to cover taxes from vested restricted stock units and were not sold in the open market, according to the disclosure footnote.

Was the Payoneer (PAYO) CFO’s Form 4 transaction an open market stock sale?

No, the transaction was not an open market sale. The 49,282 Payoneer common shares were withheld solely to satisfy Beatrice Ordonez’s tax obligation from RSU settlement, as explicitly noted in the filing’s footnote.

How many Payoneer (PAYO) shares were withheld for the CFO’s taxes and at what price?

A total of 49,282 Payoneer common shares were withheld for taxes at a price of 5.35 per share. This withholding arose from the settlement of vested restricted stock units awarded to CFO Beatrice Ordonez.

How many Payoneer (PAYO) shares does CFO Beatrice Ordonez hold after this Form 4 transaction?

After the tax-withholding disposition, Beatrice Ordonez directly holds 2,175,201 shares of Payoneer common stock. This post-transaction balance reflects her remaining direct ownership following the withholding of 49,282 shares for tax obligations.

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

Transaction code F indicates shares used to pay an exercise price or tax liability. In this case, Payoneer’s CFO had 49,282 shares withheld to cover tax obligations from vested restricted stock units, instead of selling shares on the open market.