Payoneer Form 4: CEO John Caplan Withholds 34,563 Shares at $6.71

Rhea-AI Filing Summary

John Caplan, Chief Executive Officer and Director of Payoneer Global Inc. (ticker reported as PAYO/PAYOW), reported a transaction dated 08/19/2025 on Form 4. The filing shows 34,563 shares of common stock were disposed of at an indicated price of $6.71 through withholding to satisfy tax obligations arising from the settlement of vested restricted stock units. After this transaction, Caplan beneficially owns 4,997,413 shares. The form was signed by an attorney-in-fact on 08/20/2025. The filing states the disposition was a tax-withholding action and not an open-market sale.

Positive

• Maintains substantial ownership: beneficially owns 4,997,413 shares after the transaction
• Transaction is administrative: disposition was tax withholding from vested RSUs, not an open-market sale

Negative

• Shares disposed: 34,563 shares were withheld to cover tax obligations
• Implied valuation: withholding reported at $6.71 per share, which may reflect grant settlement pricing

Insights

Securities Analyst

TL;DR Insider withheld 34,563 shares to cover taxes from vested RSUs; remaining ownership stays near five million shares.

The Form 4 discloses a routine tax-related disposition rather than an active sale, indicating no immediate change in voting control or a deliberate liquidity event. The reported per-share amount of $6.71 reflects the withholding valuation. For investors tracking insider activity, this is a routine administrative transaction by a senior executive that reduces share count modestly while leaving overall beneficial ownership largely intact at 4,997,413 shares.

Corporate Governance Expert

TL;DR CEO/Director completed tax-withholding on vested RSUs; disclosure complies with Section 16 reporting.

The filing clearly identifies the nature of the disposition as withholding to satisfy tax obligations from RSU settlement and includes required information: transaction date, number of shares withheld (34,563), and resulting beneficial ownership. The signature by an attorney-in-fact is provided and dated. This activity appears procedural and consistent with standard executive equity compensation administration.

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)
08/19/2025

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	08/19/2025		F		34,563(1)	D	$6.71	4,997,413	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/ Anna Bochkareva, attorney-in-fact for John Caplan	08/20/2025
	** 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 John Caplan report on the Form 4 for Payoneer (PAYOW)?

He reported a disposition of 34,563 shares on 08/19/2025 via withholding to satisfy taxes from settled restricted stock units.

How many Payoneer shares does John Caplan beneficially own after the transaction?

Following the reported transaction he beneficially owns 4,997,413 shares.

At what price were the withheld shares reported on the Form 4?

The filing lists a price of $6.71 per share for the 34,563 shares withheld.

Was the disposition an open-market sale?

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

When was the Form 4 signed and by whom?

The form was signed by an attorney-in-fact, Anna Bochkareva, on 08/20/2025.