As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K, filed with the SEC on February 26, 2026, other than as described below. Additionally, we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. The consummation of the Merger is subject to a number of conditions which, if not satisfied or waived, would adversely impact our ability to complete the Merger. Under the terms of the Merger Agreement, the consummation of the Merger is subject to certain customary closing conditions, including, among others: (i) the adoption of the Merger Agreement and the approval of the transactions contemplated thereby by the affirmative vote (in person (virtually) or by proxy) of the holders of a majority of the voting power of the outstanding Company Common Stock entitled to vote thereon; (ii) the accuracy of the parties’ respective representations and warranties in the Merger Agreement, subject to specified materiality qualifications; (iii) compliance by the parties with their respective covenants in the Merger Agreement in all material respects; (iv) the absence of any law or order restraining, enjoining, or otherwise prohibiting the consummation of the Merger; (v) the expiration of the waiting period applicable to the Merger under the HSR Act and receipt of other approvals under specified antitrust, foreign investment and money transmitter and payment services license laws, including from specified U.S. money transmitter regulatory authorities and specified non-U.S. payment services regulatory authorities, including waiver of an ownership stability commitment made in connection with obtaining a specified payment services license; (vi) the Company shall have provided certain required notices and received certain required change in ownership and change-in-control approvals for certain governmental authorizations held by the Company and its subsidiaries; and (vii) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) on or after the date of the Merger Agreement that is continuing as of immediately prior to the closing. On July 28, 2026, early termination of the waiting period under the HSR Act applicable to the Merger was granted. There can be no assurance that these conditions will be satisfied or waived, if permitted. Therefore, there can be no assurance with respect to the timing of the closing of the Merger, or that the Merger will be completed at all. ​ 41 Table of Contents PAYONEER GLOBAL INC. ​ Failure to consummate the Merger, or delays in consummating the Merger, could adversely affect the market price of our common stock and our future business and financial results. There can be no assurance that the conditions to closing of the Merger will be satisfied or waived or that the Merger will be consummated. In addition, satisfying the conditions to the closing of the Merger may take longer than we expect. If the Merger is not consummated, our ongoing business could be adversely affected and we will be subject to a variety of risks associated with the failure to consummate the Merger, including the following: ● upon termination of the Merger Agreement under specified circumstances, we are required to pay Nuvei a termination fee of approximately $89,000,000 in cash; ● we have incurred and will continue to incur certain transaction costs, including legal, accounting, financial advisor, filing, printing and mailing fees, regardless of whether the Merger closes; and ● the Merger, whether or not it closes, will continue to divert the attention of certain management and other key employees from our ongoing business activities, including the pursuit of other opportunities that could be beneficial to us. ​ If the Merger is not consummated, these risks could materially affect our business and financial results and the market price of our common stock, including to the extent that the current market price of our common stock reflects, and is positively affected by, a market assumption that the Merger will be consummated. If the Merger is not consummated, including as a result of our stockholders failing to adopt the Merger Agreement, our stockholders will not receive any consideration in connection with the Merger. Instead, we will remain a public company, our common stock will continue to be listed and traded on the Nasdaq and registered under the Exchange Act, and we will be required to continue to file periodic reports with the SEC. The Merger Agreement contains provisions that could discourage a potential competing acquirer from making a favorable proposal to us and, in specified circumstances, could require us to make a substantial termination payment to Nuvei. The Merger Agreement contains certain provisions that restrict our ability to solicit, initiate, knowingly encourage or knowingly facilitate any proposals for, or that could reasonably lead to, alternative transactions with a third-party or, subject to certain exceptions, participate in discussions relating to an alternative transaction or a proposal or inquiry related thereto, furnish non-public information to third parties relating to an alternative transaction or a proposal or inquiry therefor, change our Board of Directors’ recommendation to our stockholders or enter into an agreement with respect to any proposal for an alternative transaction. In addition, Nuvei generally has an opportunity to negotiate a modification of the terms of the Merger Agreement in response to any competing acquisition proposal before our Board of Directors may effect a change in its recommendation with respect to the Merger. We would be required to pay a termination fee of $89,000,000 to Nuvei in certain circumstances, including if the Company materially breaches its covenants not to solicit alternative business combination transactions, the Company’s Board effects a change of recommendation, or the Company terminates the Merger Agreement to enter into a definitive agreement with respect to a “superior proposal.” These provisions could discourage a potential competing acquirer or merger partner that might have an interest in acquiring all or a significant portion of us or our assets from considering or proposing such a competing transaction, even if it were prepared to pay consideration with a higher per share cash or market value than the per share market value proposed to be received or realized in the transactions contemplated by the Merger Agreement with Nuvei. These provisions also might result in a potential competing acquirer or Merger partner proposing to pay a lower price to holders of our common stock than it might otherwise have proposed to pay because of the added expense of the termination payment that may become payable to Nuvei in certain circumstances under the Merger Agreement. If the Merger Agreement is terminated and after the termination we seek another business combination, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the transactions contemplated by the Merger Agreement with Nuvei. ​ 42 Table of Contents PAYONEER GLOBAL INC. ​ The pendency of the Merger could adversely affect our business and operations In connection with the proposed Merger, some partners, banks, customers, vendors or others with whom we do business, may react unfavorably or delay or defer decisions concerning their business relationships or transactions with us, which could adversely affect our revenues, earnings, results of operations, cash flows and expenses, regardless of whether the Merger is consummated. In addition, due to certain restrictions in the Merger Agreement on the conduct of our business prior to completing the Merger, we may be unable (without Nuvei’s prior written consent), during the pendency of the Merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial and this may cause us to forego certain opportunities we might otherwise pursue absent the Merger Agreement. In addition, the pendency of the Merger may make it more difficult for us to effectively retain and incentivize key personnel and may cause distractions from our strategy and day-today operations for our current employees and management. We may be the target of securities class action and derivative lawsuits and other legal or regulatory proceedings, which could result in substantial costs and may delay or prevent the Merger from being completed. Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Lawsuits or other proceedings may be brought challenging, among other things, the adequacy of the disclosures in the corresponding Proxy Statement, the process conducted by our Board of Directors, the terms of the Merger Agreement, alleged breaches of fiduciary duties by our directors and/or officers, or the fairness of the consideration in connection with the Merger. Even if such lawsuits or other legal or regulatory proceedings are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment in any such lawsuits or proceedings could result in monetary damages payable by the Company, which could have a negative impact on our liquidity, results of operations and financial condition. In addition, the pendency of such litigation could create uncertainty and negatively affect our relationships with partners, banks, customers, vendors and others with whom we do business, and could impair our ability to recruit and retain employees. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, which may exacerbate the other risks described herein and adversely affect our business, results of operations and financial condition. Any such delay could also result in the Merger not being consummated before June 12, 2027, which could give rise to termination rights under the Merger Agreement. Even if we are ultimately successful in defending against such claims, the costs and distraction of litigation during the pendency of the Merger could materially and adversely affect our business, results of operations and financial condition, as well as the price of our common stock. On August 3, 2026, the Company received a demand letter from a purported shareholder of the Company, alleging that the disclosures in the Company’s preliminary proxy statement, dated July 31, 2026, related to the Merger, were deficient, and demanding that the Company issue corrective disclosures. The Company believes the allegations in the demand letter are without merit. Additional demand letters may be received by the Company in connection with the Merger. If additional demand letters are received, absent new or different allegations that are material, the Company will not necessarily announce such additional demands. The Merger may involve regulatory risks. Consummation of the Merger is conditioned upon, among other things, the expiration of the waiting period applicable to the Merger under the HSR Act and receipt of other approvals under specified antitrust, foreign investment and money transmitter and payment services license laws, including from specified U.S. money transmitter regulatory authorities and specified non-U.S. payment services regulatory authorities, including waiver of an ownership stability commitment made in connection with obtaining a specified payment services license. These regulatory approvals may not be obtained on a timely basis or at all, and the granting of such approvals could involve the imposition of conditions that could adversely affect the Company or cause the parties to abandon the Merger. Under the Merger Agreement, the initial outside date for consummation of the Merger is June 12, 2027, subject to an automatic extension for three months in order to obtain required regulatory approvals. Delays in obtaining regulatory approvals could reduce the anticipated benefits of the Merger or result in additional costs. On July 28, 2026, early termination of the waiting period under the HSR Act applicable to the Merger was granted. ​ ​ 43 Table of Contents PAYONEER GLOBAL INC. ​