Payoneer (PAYOW) Form 4: CFO Tax Withholding of 24,194 Shares

Rhea-AI Filing Summary

Payoneer Global Inc. reporting person Beatrice Ordonez, who serves as Chief Financial Officer and a director, had 24,194 shares of Payoneer common stock disposed of on 08/14/2025 at a price of $6.81 per share. The filing states the shares were withheld solely to satisfy the reporting person’s tax obligation arising from the settlement of vested restricted stock units, not an open-market sale. After the withholding, Ordonez beneficially owns 2,395,696 shares of common stock. The form is a routine Section 16 disclosure documenting an internal tax-withholding disposition.

Positive

• Transaction disclosed transparently under Section 16 rules, indicating regulatory compliance
• Disposition was for tax withholding on vested RSUs, not an open-market sale, which is typically non-dispositive of insider confidence

Negative

• Reporting person’s beneficial ownership decreased by 24,194 shares due to withholding
• Insider disposition recorded, which some investors may view negatively despite being tax-driven

Insights

Financial Analyst

TL;DR: CFO withheld 24,194 shares to cover taxes; this is a non-market disposition and leaves substantial ownership.

The transaction is coded as a withholding related to vested restricted stock units rather than an open-market sale, which typically indicates a tax-driven disposition rather than a signal of reduced confidence. The number of shares withheld (24,194) is small relative to the reported beneficial ownership of 2,395,696 shares, representing roughly 1.01% of the reported post-transaction holdings. Investors should note this is a compliance-driven reporting event documenting the mechanics of equity compensation settlement.

Corporate Governance Expert

TL;DR: Disclosure reflects standard tax-withholding on RSU settlement; filing demonstrates Section 16 compliance.

The Form 4 documents a routine RSU tax withholding (Transaction Code F) rather than an arms-length sale, which aligns with common executive compensation practices. Continued significant beneficial ownership (2,395,696 shares) is recorded, and the filing was executed by an attorney-in-fact, indicating proper procedural handling. This is a standard governance disclosure without material corporate governance concerns based on the provided facts.

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)
08/14/2025

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	08/14/2025		F		24,194(1)	D	$6.81	2,395,696	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/ Ben Ozeri, attorney-in-fact for Beatrice Ordonez	08/15/2025
	** 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 did Payoneer (PAYOW) insider Beatrice Ordonez do on 08/14/2025?

She had 24,194 shares disposed of via withholding at $6.81 per share to satisfy tax obligations from vested RSUs.

Was the sale by Beatrice Ordonez an open-market transaction?

No. The filing states the shares were withheld solely to cover tax obligations arising from RSU settlement and do not represent an open-market sale.

How many Payoneer shares does Beatrice Ordonez beneficially own after the transaction?

She beneficially owns 2,395,696 shares of common stock following the reported withholding.

What does Transaction Code 'F' indicate on this Form 4?

Code F is used to indicate a disposition due to payment of tax withholding obligations related to equity award settlement.

Who filed the Form 4 on behalf of Beatrice Ordonez?

The signature block shows the form was signed by Ben Ozeri, attorney-in-fact for Beatrice Ordonez.