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Large equity grants boost Payoneer (PAYO) CFO Beatrice Ordonez’s holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Payoneer Global Inc. reported that Chief Financial Officer Beatrice Ordonez acquired rights to additional common shares through equity awards. She received 755,033 shares of common stock underlying restricted stock units (RSUs) granted on February 20, 2026 as part of the company’s annual incentive equity cycle. One-fourth of these RSUs will vest on February 18, 2027, with the rest vesting in roughly quarterly installments over four years, contingent on continued service.

On the same date, 95,545 shares of common stock were acquired through the conversion of performance stock units (PSUs) into RSUs after performance goals were certified. These RSUs vested 25% on the certification date, with the remaining portion vesting in 12 equal installments every three months, also conditioned on Ms. Ordonez remaining in continuous service.

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Insider Ordonez Beatrice
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Common Stock 755,033 $0.00 --
Grant/Award Common Stock 95,545 $0.00 --
Holdings After Transaction: Common Stock — 2,930,234 shares (Direct)
Footnotes (1)
  1. Represents shares of Common Stock underlying restricted stock units ("RSUs") subject to time-based vesting, granted to the Reporting Person on February 20, 2026 in connection with the Issuer's annual incentive equity granting cycle. One-fourth of these RSUs will vest on February 18, 2027, and the remainder will vest ratably in approximately 1/16 installments on a quarterly basis thereafter, provided that the Reporting Person remains in continuous service on each applicable vesting date. Represents the conversion of performance stock units ("PSUs") into RSUs subject to time-based vesting upon the certification of the achievement of certain levels of performance with respect to pre-established performance goals applicable to the PSUs on February 20, 2026 (the "Certification Date"). The RSUs vested as to 25% on the Certification Date and the remaining RSUs will vest in 12 substantially equal installments on the last day of each three-month period following the Certification Date, provided that the Reporting Person remains in continuous service through each applicable vesting date.
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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*
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)
02/20/2026
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 02/20/2026 A 755,033(1) A $0 2,930,234 D
Common Stock 02/20/2026 A 95,545(2) A $0 3,025,779 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. Represents shares of Common Stock underlying restricted stock units ("RSUs") subject to time-based vesting, granted to the Reporting Person on February 20, 2026 in connection with the Issuer's annual incentive equity granting cycle. One-fourth of these RSUs will vest on February 18, 2027, and the remainder will vest ratably in approximately 1/16 installments on a quarterly basis thereafter, provided that the Reporting Person remains in continuous service on each applicable vesting date.
2. Represents the conversion of performance stock units ("PSUs") into RSUs subject to time-based vesting upon the certification of the achievement of certain levels of performance with respect to pre-established performance goals applicable to the PSUs on February 20, 2026 (the "Certification Date"). The RSUs vested as to 25% on the Certification Date and the remaining RSUs will vest in 12 substantially equal installments on the last day of each three-month period following the Certification Date, provided that the Reporting Person remains in continuous service through each applicable vesting date.
/s/ Eric Morais, attorney-in-fact for Beatrice Ordonez 02/24/2026
** 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.

FAQ

What equity awards did Payoneer (PAYO) CFO Beatrice Ordonez receive?

Beatrice Ordonez received rights to 755,033 shares of Payoneer common stock via restricted stock units and 95,545 shares through the conversion of performance stock units into RSUs on February 20, 2026, all subject to specified vesting schedules and continued service.

How do the 755,033 RSUs granted to Payoneer (PAYO) CFO vest?

The 755,033 RSUs granted to the CFO vest 25% on February 18, 2027. The remaining RSUs vest in approximately 1/16 installments on a quarterly basis thereafter, provided she continues in service on each applicable vesting date.

What triggered the conversion of PSUs to RSUs for Payoneer (PAYO) CFO?

The 95,545 performance stock units converted into RSUs after Payoneer certified achievement of pre-established performance goals on February 20, 2026. This certification date governs the vesting schedule and reflects that required performance conditions were met for those units.

What is the vesting schedule for the 95,545 RSUs from PSU conversion at Payoneer (PAYO)?

Of the 95,545 RSUs from PSU conversion, 25% vested on the February 20, 2026 certification date. The remaining RSUs vest in 12 substantially equal installments on the last day of each three-month period, assuming continued service.

Is Payoneer (PAYO) CFO Beatrice Ordonez’s equity award an open-market stock purchase?

No, the transactions reflect equity awards, not open-market purchases. The CFO acquired common stock underlying RSUs and PSUs granted as part of incentive compensation, with shares vesting over time based on service and, for PSUs, previously certified performance.