Payoneer (NASDAQ: PAYO) CEO withholds 25,873 shares to cover tax bill

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Payoneer Global Inc. director and Chief Executive Officer John Caplan reported a routine tax-related share disposition. On the settlement of vested restricted stock units, 25,873 shares of common stock were withheld at $4.60 per share to cover his tax obligation and not sold on the open market.

After this withholding, Caplan directly holds 5,832,901 shares of Payoneer common stock. Because the transaction reflects tax withholding rather than a discretionary market trade, it does not signal a change in his investment view of 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	25,873	$4.60	$119K

Holdings After Transaction: Common Stock — 5,832,901 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 25,873 shares Withholding reference price: $4.60 per share Shares held after transaction: 5,832,901 shares

3 metrics

Shares withheld for taxes 25,873 shares Tax-withholding disposition on vested restricted stock units

Withholding reference price $4.60 per share Price reported for the 25,873 withheld shares

Shares held after transaction 5,832,901 shares Direct Payoneer common stock ownership after tax withholding

Key Terms

restricted stock units, tax obligation, open market sale, tax-withholding disposition

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"

open market sale financial

"tax obligation arising from the settlement of vested restricted stock units and does not represent an open market sale"

An open market sale is when a company or a shareholder sells shares through the regular stock market to any willing buyer, using ordinary exchange trading rather than private deals. It matters to investors because it increases the number of shares available and can push the price down or change ownership balance—think of it like someone putting extra items on a supermarket shelf for any shopper to buy, which can lower the item's price if supply suddenly grows.

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.

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 08:47 PM

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

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)
05/18/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/18/2026		F		25,873⁽¹⁾	D	$4.6	5,832,901	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	05/19/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

John Caplan reported a tax-related share disposition, where 25,873 Payoneer common shares were withheld. The shares covered his tax obligation from vested restricted stock units rather than reflecting an open market sale.

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

No, the transaction was not an open market sale. The 25,873 shares were withheld solely to cover John Caplan’s tax obligation arising from the settlement of vested restricted stock units, according to the filing’s footnote.

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

A total of 25,873 Payoneer common shares were withheld for John Caplan’s tax obligation. The filing reports a price of $4.60 per share for these withheld shares in the tax-withholding disposition.

How many Payoneer (PAYO) shares does CEO John Caplan hold after the tax withholding?

Following the tax-withholding transaction, John Caplan directly holds 5,832,901 Payoneer common shares. This figure in the filing shows his continuing substantial equity position after the routine withholding for tax obligations.

Does the Payoneer (PAYO) CEO’s Form 4 indicate a change in his investment stance?

The Form 4 reflects a tax-withholding disposition, not a discretionary buy or sell. Shares were withheld to satisfy taxes on vested restricted stock units, while John Caplan continues to hold 5,832,901 shares directly in Payoneer.