Payoneer (PAYO) CEO John Caplan receives large RSU and PSU-based awards

Rhea-AI Filing Summary

Payoneer Global Inc. reported that Chief Executive Officer John Caplan acquired company common stock through equity awards, not open-market purchases. He received 1,069,630 shares underlying new time-based restricted stock units granted as part of the annual incentive equity cycle, and 200,645 shares from performance stock units that converted into time-based RSUs after performance goals were certified. These RSUs vest over several years, contingent on his continued service.

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^*

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)
02/20/2026

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		1,069,630(1)	A	$0	5,754,994	D
Common Stock	02/20/2026		A		200,645(2)	A	$0	5,955,639	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 John Caplan	02/24/2026
	** 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 transactions did Payoneer (PAYO) report for CEO John Caplan?

CEO John Caplan acquired Payoneer common stock through equity awards, not market purchases. He received RSU-based shares tied to the company’s annual incentive equity cycle and to previously granted performance stock units that converted into RSUs after performance goals were certified.

How many Payoneer (PAYO) shares did the CEO receive in new RSU grants?

John Caplan received 1,069,630 Payoneer common shares underlying new time-based RSUs. These awards were granted in connection with the company’s annual incentive equity granting cycle and vest over multiple years, subject to his continued service with the company on each vesting date.

What happened to the Payoneer (PAYO) performance stock units reported in this Form 4?

Previously granted Payoneer performance stock units were converted into 200,645 RSUs after performance goals were certified. Twenty-five percent of these RSUs vested on the certification date, with the remaining portion vesting in 12 substantially equal quarterly installments, contingent on continued service.

Are the Payoneer (PAYO) RSU and PSU awards to the CEO immediately fully vested?

The Payoneer awards are not fully vested immediately. A portion vest on specific initial dates, while the remainder vest quarterly or in scheduled installments over several years, provided CEO John Caplan remains in continuous service through each applicable vesting date.

Did the Payoneer (PAYO) CEO buy or sell shares on the open market in this filing?

No open-market buys or sells are shown. The Form 4 reports equity-based acquisitions only, via restricted stock units and performance stock units converting into RSUs, all at a stated price per share of $0.00, reflecting compensatory awards rather than cash transactions.

How is continued service linked to the vesting of Payoneer (PAYO) RSUs for the CEO?

The RSUs vest only if John Caplan remains in continuous service with Payoneer. Both the annual incentive RSUs and the RSUs created from PSU conversion include vesting schedules that require ongoing service on each vesting date for shares to be delivered.