Payoneer Global (NASDAQ: PAYO) CFO has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Payoneer Global Inc. Chief Financial Officer Beatrice Ordonez reported a tax-related share disposition tied to vested equity awards. On the reported date, 24,194 shares of common stock were withheld at $5.39 per share to cover her tax obligation from the settlement of restricted stock units, rather than sold in the open market. After this withholding, she directly owned 2,224,483 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)
02/18/2026

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	02/18/2026		F		24,194(1)	D	$5.39	2,224,483	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	02/19/2026
	** 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).
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FAQ

What insider transaction did Payoneer (PAYO) report for Beatrice Ordonez?

Payoneer reported that CFO Beatrice Ordonez had 24,194 common shares withheld to satisfy taxes due on vested restricted stock units. This is a tax-withholding disposition, not an open-market sale, and reflects routine equity award settlement mechanics.

Was the PAYO CFO’s Form 4 transaction an open-market stock sale?

No, the transaction was not an open-market sale. Shares were withheld solely to cover Beatrice Ordonez’s tax obligation from settling vested restricted stock units, as noted in the footnote, rather than being sold through the market to outside buyers.

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

A total of 24,194 Payoneer common shares were withheld to satisfy the CFO’s tax liability from RSU settlement. The withholding price was $5.39 per share, reflecting a standard mechanism companies use when equity awards vest and trigger taxable income.

How many Payoneer (PAYO) shares does the CFO hold after this Form 4?

Following the tax-withholding disposition, CFO Beatrice Ordonez directly owned 2,224,483 shares of Payoneer common stock. This post-transaction balance reflects her remaining equity stake after the company retained shares to cover the associated tax obligation from vested RSUs.

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

Transaction code F identifies a disposition used to pay an exercise price or tax liability by delivering securities. In this case, Payoneer withheld shares from the CFO’s vested restricted stock units to cover her tax obligation, instead of executing an open-market sale.