Payoneer Global (PAYO) CAO has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Payoneer Global Inc. Chief Accounting Officer Itai Perry reported a Form 4 transaction involving a tax-related share withholding. On the transaction date, 4,797 shares of common stock were disposed of at a price of $5.39 per share to cover his tax obligation from vested restricted stock units. This was not an open market sale. After this withholding, Perry held 182,176 shares of Payoneer common stock directly. Footnote disclosure also notes prior acquisition of 3,671 shares through the company’s employee stock purchase plan.

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^*

Perry Itai

(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 Accounting 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		4,797(1)	D	$5.39	182,176(2)	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.

2. Includes 3,671 shares of Common Stock acquired on November 29, 2025 pursuant to the Issuer's Employee Stock Purchase Plan for the purchase period of May 31, 2025 to November 29, 2025.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Anna Bochkareva, attorney-in-fact for Itai Perry	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).
** 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.
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FAQ

What insider transaction did Payoneer Global (PAYO) report for Itai Perry?

Payoneer Global reported that Chief Accounting Officer Itai Perry had 4,797 shares withheld to cover taxes on vested restricted stock units. The Form 4 shows this as a tax-withholding disposition, not an open market sale, under transaction code F at $5.39 per share.

Was the Payoneer (PAYO) Itai Perry Form 4 a stock sale in the market?

No, the transaction was not an open market sale. The 4,797 Payoneer shares were withheld solely to satisfy Itai Perry’s tax obligation from the settlement of vested restricted stock units, as specifically stated in the footnote, and are classified under transaction code F.

How many Payoneer (PAYO) shares does Itai Perry hold after this Form 4?

After the tax-withholding disposition of 4,797 shares, Itai Perry directly holds 182,176 shares of Payoneer common stock. This post-transaction balance includes shares previously acquired, such as 3,671 shares bought through the company’s employee stock purchase plan in late 2025.

What price per share was used in Itai Perry’s Payoneer (PAYO) tax-withholding transaction?

The tax-withholding disposition used a price of $5.39 per Payoneer share. This value applies to the 4,797 shares withheld to cover Itai Perry’s tax liability arising from the settlement of vested restricted stock units, as recorded in the Form 4 filing.

Did Itai Perry acquire any Payoneer (PAYO) shares mentioned in this Form 4?

Yes, a footnote states that his holdings include 3,671 Payoneer shares acquired on November 29, 2025 under the employee stock purchase plan. Those shares relate to the purchase period from May 31, 2025 to November 29, 2025 and are part of his direct ownership.