Payoneer Global Inc. (PAYO) SEC Filings, Jun-Aug 2026

Payoneer Global Inc. executive Goldman Tsafi, Chief Legal & Governance Officer, reported a code F transaction involving 10,369 shares of common stock on August 13, 2026. Shares were withheld solely to cover tax obligations arising from vested RSUs, not an open-market sale. Following this withholding and the related RSU settlement, Tsafi directly holds 995,277 shares, and 15,000 RSUs were forfeited because their share price threshold conditions were not met.

Payoneer Global Inc. Chief Financial Officer Beatrice Ordonez reported a Code F transaction in Common Stock on 2026-08-13. 24,194 shares were withheld at $7.14 per share solely to cover her tax obligation from vested restricted stock units and were not sold in the open market. Following this withholding, she directly holds 2,802,587 shares of Payoneer common stock.

Payoneer Global Inc. is asking stockholders to approve a cash acquisition by Neon Maple Parent Inc. (Nuvei Parent) under which Panda Acquisition Sub Inc. will merge into Payoneer and Payoneer will become a wholly owned subsidiary of Nuvei Parent. At the Effective Time, each share of Payoneer Common Stock (other than Excluded and Dissenting Shares) will be converted into the right to receive $7.40 in cash per share, without interest, and Payoneer will cease to be publicly traded.

The Payoneer Board of Directors unanimously determined that the Merger Agreement is fair and in the best interests of stockholders and recommends voting “FOR” the merger, merger-related executive compensation, and potential adjournment proposals. The Special Meeting will be held virtually on September 14, 2026, and stockholders of record as of August 6, 2026 may vote; approval requires the affirmative vote of holders of at least a majority of the voting power of outstanding common stock. The merger is subject to Requisite Regulatory Approvals, absence of a Legal Prohibition, customary accuracy and covenant conditions, and is not subject to a financing condition. Stockholders who do not vote in favor and strictly comply with Section 262 of the DGCL may seek appraisal instead of receiving the cash consideration.

Payoneer Global Inc. reported Q2 2026 revenues of $274.3M, up from $260.6M a year earlier, but recorded a net loss of $2.4M versus net income of $19.5M in Q2 2025 as operating and financial expenses increased. For the first six months of 2026, revenue was $535.9M compared with $507.2M, while net income declined to $17.1M from $40.1M.

Total assets were $8.76B at June 30, 2026, including $7.75B of customer funds and $346.3M of cash and cash equivalents. Operating activities generated $113.0M of cash in the first half, investing activities provided $50.4M and financing activities used $255.6M, largely due to share repurchases.

On June 12, 2026 Payoneer agreed to be acquired by Nuvei through a cash merger at $7.40 per share, subject to stockholder approval, regulatory clearances and other customary conditions; the HSR waiting period was terminated early on July 28, 2026. The company also completed the Boundless acquisition (total consideration $13.2M, including $8.5M of goodwill), continued integrating prior acquisitions, and repurchased 17.6M shares for $89.9M before suspending buybacks under merger-related covenants.

Payoneer Global Inc. reported second quarter 2026 revenue of $274.3 (in mm), up 5% year-over-year, with revenue excluding interest income of $222.2 (in mm), up 10%. Total payment volume reached $23.7 billion, a 15% increase, while average revenue per user rose to $533, up 18%.

Despite stronger operating metrics, Payoneer posted a net loss of $2.4 million, or $0.01 per diluted share, compared with net income of $19.5 million a year earlier, though adjusted EBITDA improved to $71.4 (in mm), up 7%. B2B volume growth accelerated to 48% year-over-year and transaction costs declined to 13.7% of revenue, 190 basis points lower.

Payoneer also described its definitive agreement for Nuvei to acquire all outstanding shares for $7.40 per share in cash, implying total equity value of approximately $2.75 billion, with closing expected in mid-2027 subject to shareholder and regulatory approvals and other conditions. In connection with the proposed take-private transaction, the company is suspending earnings conference calls and withdrawing its financial outlook for 2026 and its medium- and long-term targets, while continuing quarterly earnings releases and SEC reporting until completion.

Payoneer Global Inc. agreed to be acquired by Neon Maple Parent Inc. (Nuvei Parent) via a cash merger. Payoneer stockholders will receive $7.40 in cash per share of Payoneer Common Stock, without interest, except for excluded and dissenting shares.

A special virtual stockholder meeting will be held in 2026 to vote on (i) adoption of the Merger Agreement, (ii) an advisory vote on merger-related executive compensation, and (iii) a possible adjournment. The merger requires approval by holders of at least a majority of the voting power of outstanding shares and receipt of specified regulatory clearances.

Payoneer’s board unanimously determined the merger is fair and in stockholders’ best interests, received a fairness opinion from Qatalyst Partners LP on the $7.40 consideration, and recommends voting FOR all proposals. Stockholders who do not vote in favor may seek appraisal under Delaware law if they strictly follow Section 262 procedures.

Payoneer Global Inc. Chief Financial Officer Beatrice Ordonez reported a tax-withholding disposition of 60,485 shares of common stock on 2026-07-16 at $7.09 per share. The shares were withheld solely to cover her tax obligation from vested restricted stock units and were not an open market sale. Following this withholding, she directly holds 2,826,781 shares of Payoneer common stock.

Payoneer Global Inc. director Amir Goldman reported a bona fide gift of 500,000 shares of common stock to a donor-advised fund. The transfer was made through an indirect holding "By Trust" and carried a stated price of $0.00 per share, reflecting a non-market, charitable disposition.

Following the transactions, Goldman holds 87,225 Payoneer common shares directly and 2,257,860 shares indirectly through related entities, including a family limited partnership for which he disclaims beneficial ownership beyond his pecuniary interest.

TCV-affiliated funds report their Payoneer Global Inc. holdings and commit voting support for its planned merger with Nuvei. Technology Crossover Management VIII, Ltd. reports beneficial ownership of 34,197,116 shares of Payoneer common stock, representing 10.2% of the class, based on 334,778,664 shares outstanding as of April 30, 2026.

Across the TCV entities, each reports sole voting and dispositive power over the shares it holds, with ownership ranging from 24,327,775 shares at TCV VIII, L.P. to smaller positions at other affiliated funds and individuals. The filing notes no transactions in Payoneer common stock by these reporting persons during the past 60 days.

Director Christopher P. Marshall was awarded 65,586 restricted stock units, of which 34,288 RSUs have vested or vest within 60 days and 31,298 remain unvested. In connection with the June 12, 2026 Agreement and Plan of Merger among Payoneer, Nuvei and a merger subsidiary, several TCV entities entered into a Voting and Support Agreement to vote specified shares in favor of approving the merger and to refrain from transferring those shares until an agreed Expiration Time.