PAYO Filings — Payoneer Global Inc.

PAYO Filings — Payoneer Global Inc. - FilingSpy

10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗

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Management's Discussion and Analysis

Throughout this section, unless otherwise noted, “we”, “us”, “our”, “Payoneer”, and the “Company” refer to Payoneer Global Inc. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis, including information with respect to our future performance, liquidity and capital resources, and general and administrative functions, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Statement on Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Overview Payoneer is a financial technology company purpose-built to enable the world’s small and medium-sized businesses (“SMB(s)”) to grow and operate their businesses around the world by reliably and securely connecting them to the global digital economy. Payoneer was founded in 2005 and in the 20+ years since the Company’s founding, we have built a global financial stack that makes it easier for millions of SMBs and entrepreneurs, particularly in emerging markets, to access global demand and supply, pay and get paid, and manage their cross border and other financial operations needs from a single platform. Payoneer’s core value proposition is that we remove the complexity and barriers of doing business across borders for our customers. With a multi-currency Payoneer Account, businesses around the world can serve and transact with their global customers, suppliers, vendors, and partners as if they were local. The Payoneer financial stack is comprised of a secure, regulated payment infrastructure platform that provides customers with a one stop, global, multi-currency account to serve their comprehensive cross-border accounts receivable (“AR”) and accounts payable (“AP”) needs, including multicurrency account capabilities and services such as funds management, expense management, workforce management, and working capital. Payoneer’s global platform is built with a focus on security, stability and redundancy. The Company leverages close to 100 banking and payment service providers globally to support transactions in over 7,000 trade corridors and enable same-day and real-time settlement in over 150 countries. Payoneer serves SMBs located in more than 190 countries and territories and operating in a wide variety of industries, and we have nearly 2 million active customers. Customers include goods exporters selling cross-border to consumers and other businesses, services companies exporting their capabilities to international clients, independent professionals, creators, contractors, and business owners capitalizing on the digitization of the workplace and remote work, vacation rental hosts, and businesses working with suppliers and vendors in different countries. Payoneer’s customers sell their goods or services either via marketplaces or directly to other businesses (B2B), and/or to customers via webstores. Payoneer has built a meaningful brand and efficient go-to-market engine that enables us to drive customer acquisition and growth through a diverse range of channels. We leverage our global partnerships and enterprise relationships, deep local knowledge and sales presence, product- and customer-driven network effects, and organic traffic to our onboarding channels. Our customers have trusted the Payoneer platform to process $23.7 billion and $20.7 billion in volume during the three months ended June 30, 2026 and 2025, respectively, and $46.4 billion and $40.4 billion in volume during the six months ended June 30, 2026 and 2025, respectively. Looking forward, we intend to continue to invest actively to enhance our global platform, deliver new products, extend our regulatory footprint, further automate our operations and increase new customer growth to deliver more value to customers around the world. 30 Table of Contents PAYONEER GLOBAL INC. Key Developments and Trends Proposed Acquisition by Nuvei On June 12, 2026, the Company entered into an Agreement and Plan of Merger with Neon Maple Parent Inc., a corporation incorporated under the laws of Canada, and Panda Acquisition Sub Inc., a Delaware corporation and wholly owned indirect subsidiary of Nuvei, pursuant to which the Company will become a wholly owned subsidiary of Nuvei if the Merger is consummated. If the Merger is consummated, each share of Company Common Stock, subject to certain limitations, will be converted into the right to receive $7.40 in cash, without interest. The proposed Merger represents a significant pending corporate transaction and remains subject to certain customary closing conditions, including approval by our stockholders, required regulatory approvals and government approvals, and other conditions set forth in the Merger Agreement. As a result, there can be no assurance that the Merger will be completed on the expected timeline or at all. During the period until the transaction is completed or terminated, we expect to incur transaction-related costs and devote management attention and resources related to the proposed Merger. The proposed Merger may also affect our operating plans, capital allocation decisions, and liquidity depending on the timing of the outcome of the transaction. 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. For additional information regarding the Merger Agreement and related risks, see our Current Report on Form 8-K filed on June 15, 2026, Note 1, General Overview and Part II Item 1A, “Risk Factors” contained in this Quarterly Report on Form 10-Q. Macroeconomic Conditions We are focused on executing our strategy for growth and capturing the long-term opportunity of serving cross-border SMBs from around the world. However, macroeconomic conditions, including geopolitical and other global events that impact consumer and business spending and behavior, such as, but not limited to, the interest rate environment, inflation, evolving changes in global trade policies (including the imposition of tariffs), local political instability, global health crises, supply chain dislocations, regional and other conflicts, including the ongoing war in Ukraine, the U.S. and Israel’s war with Iran, Israel’s other conflicts in the Middle East and the volatility in the region, and disruptions and instability and regulatory changes in the banking sector may impact our customers, providers, banking partners and relationships and ultimately the amount of volume processed on our platform which may affect our results of operations. For example, the imposition of significant trade policy measures and tariffs by the U.S. government, including but not limited to tariffs on China, has introduced increased uncertainty and potential risks and opportunities for both our customers and our business. The long-term effects of these and any future trade actions on the global economy and our business remain uncertain. These developments could have a material adverse impact on our financial results in any given reporting period. We continue to monitor evolving trade policies and will evaluate potential impacts on our financial statements as more information becomes available. Although the timing, magnitude and changes in interest rates remains uncertain, a decline in interest rates would negatively impact our interest income. In response, to reduce our sensitivity to declines in short term interest rates we have invested $1.8 billion of our customer funds in both available-for-sale debt securities and term deposits to reduce our sensitivity to declines in short term interest rates, and have purchased interest rate derivative contracts with respect to $2.2 billion in customer funds to provide a floor against the impact of interest rate declines below levels defined in the relevant interest rate derivative instruments. 31 Table of Contents PAYONEER GLOBAL INC. Impact of Conflicts in the Middle East In October 2025, a ceasefire between Israel and Hamas entered into effect, to end a two-year long war between them that started on October 7, 2023. Conflicts between Israel and Hezbollah, Iran and other proxies of the Iranian regime, however, continued into 2026, including the U.S. and Israel’s war with Iran that broke out in February 2026. During the ongoing conflicts in the region, we continued to operate our business and serve our customers around the world and, to date, our ability to support customers has not been materially impacted. We continue to monitor the situation closely and benefit from our broad geographic footprint, partially outsourced operations model, and a robust business continuity plan. Additionally, our technology infrastructure has redundancy in place outside of Israel. Approximately 47% of our global employee base is located in Israel, including approximately 74% of our research and development resources, as of June 30, 2026. As of June 30, 2026, an insignificant portion of our Israeli workforce were called to military reserve duty and we have contingencies in place to cover impacted roles and responsibilities. Our revenue derived from customers based in Israel was insignificant for both the three and six months ended June 30, 2026 and 2025, respectively, and is included within revenues from Europe, Middle East, and Africa within Note 15 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. The volatility in the region remains high, and the state of the conflict continues to evolve, which could continue to adversely affect economic conditions in Israel and in the broader region, and could impact revenues from customers located in Israel and the region. At this time, it is difficult to assess the full impact that the ongoing regional conflicts may have on our future results of operations. Any escalation, expansion, or a prolonged continuation of the conflicts, including a prolonged period of disruption in global oil supply, has the potential to impact our operations as well as negatively impact the broader global economy, including the e-commerce sector, and may have a material adverse effect on the results of our operations. Impact of the war in Ukraine The ongoing war between Ukraine and Russia, resulted in economic sanctions on Russia, Belarus, and certain territories in Ukraine. We provide services to customers in Ukraine and in jurisdictions that are or may be impacted by these economic sanctions. We do not provide services to customers in Russia, and we have limited our payment services to Belarus customers. We maintain a robust transaction monitoring program designed to comply with imposed sanctions and to monitor the impact the conflict may have on our results of operations. Our revenues in Ukraine have remained relatively stable as a percentage of our business. For the three and six months ended June 30, 2026, Ukraine and Belarus, combined, accounted for less than 10% of our revenue, of which Belarus accounted for less than 1% of our revenue. Further escalation of the conflict may have a material effect on our results of operations. Recent Acquisitions On January 19, 2026, the Company acquired a controlling equity interest and all of the voting shares of Boundless Technologies Limited, an Ireland-based Employer of Record (“EOR”) platform that helps businesses seamlessly and compliantly employ people around the world. This acquisition marks another step in Payoneer’s strategy to deliver a comprehensive financial stack for SMBs that operate internationally. On April 9, 2025, Payoneer acquired 100% of the outstanding equity of PayEco Finance Information Holding Corporation, the parent company of EasyLink Payment Co., Ltd. (now Payoneer Payments (Guangdong) Co., Ltd.), a licensed China based payment service provider. The acquisition strengthens Payoneer’s global regulatory infrastructure and positions it to better serve China-based customers with enhanced and localized products and services. On August 5, 2024, Payoneer acquired 100% of the outstanding equity of Skuad Pte. Ltd. (“Skuad”), a global workforce and payroll management company. The acquisition accelerates Payoneer’s strategy to deliver a comprehensive and integrated financial stack for SMBs that operate internationally. Refer to Note 3 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information on these acquisitions. 32 Table of Contents PAYONEER GLOBAL INC. Results of Operations The period-to-period comparisons of our results of operations have been prepared using the historical periods in our condensed consolidated financial statements. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related Notes included within this Quarterly Report on Form 10-Q. Three months ended Six months ended June 30, Increase/ June 30, Increase/ 2026 2025 (Decrease) 2026 2025 (Decrease) (in thousands except percentages) Revenues $ 274,258 $ 260,614 5 % $ 535,853 $ 507,231 6 % Transaction costs 37,682 40,566 (7) % 72,884 79,915 (9) % Other operating expenses 41,260 42,703 (3) % 81,271 84,361 (4) % Research and development expenses 46,968 37,387 26 % 90,294 74,658 21 % Sales and marketing expenses 61,770 57,312 8 % 119,882 112,038 7 % General and administrative expenses 48,421 37,016 31 % 84,428 66,920 26 % Depreciation and amortization 21,224 15,553 36 % 40,140 29,943 34 % Total operating expenses 257,325 230,537 12 % 488,899 447,835 9 % Operating income 16,933 30,077 (44) % 46,954 59,396 (21) % Financial expense: Other financial expense, net 10,622 227 ** % 11,434 1,777 ** % Financial expense, net 10,622 227 ** % 11,434 1,777 ** % Income before income taxes 6,311 29,850 (79) % 35,520 57,619 (38) % Income taxes 8,747 10,370 (16) % 18,388 17,562 5 % Net income (loss) $ (2,436) $ 19,480 (113) % $ 17,132 $ 40,057 (57) % Revenues Revenues were $274.3 million and $535.9 million for the three and six months ended June 30, 2026, an increase of $13.6 million and $28.6 million, or 5% and 6%, respectively, compared to the prior year period. This increase in revenue was primarily comprised of an increase in SMB revenue, including $10.5 million and $22.4 million from B2B SMBs, $4.4 million and $7.7 million from SMBs selling DTC, and $2.8 million and $7.1 million from SMBs that sell on marketplaces, for the three and six months ended June 30, 2026, respectively. This growth in SMB revenue was driven by continued adoption of our high value services, certain monetization initiatives, and ongoing growth in high value regions. This increase in revenues was partially offset by a decrease of $6.2 million and $12.7 million in interest income earned on customer balances for the three and six months ended June 30, 2026, respectively, resulting from modestly lower interest rates, and partially offset by an increase in customer balances held on our platform compared to the prior year period. Transaction costs Transaction costs were $37.7 million and $72.9 million for the three and six months ended June 30, 2026, respectively, a decrease of $2.9 million and $7.0 million, or 7% and 9%, respectively, compared to the prior year periods. The decrease compared to the prior year periods were driven primarily by a decrease of $3.2 million and $5.8 million in Network fees, and $1.0 million and $2.2 million in Capital advance costs driven by lower capital advance losses, net of recoveries, for the three and six months ended June 30, 2026, respectively. The decrease in transaction costs outpaced the increase in total volume due to more favorable terms with financial institutions, payment processors and network providers. Other operating expenses Other operating expenses were $41.3 million for the three months ended June 30, 2026, a decrease of $1.4 million, or 3%, compared to the prior year period, driven primarily by a decrease of $2.3 million in information technology expenses. The decrease was partially offset by the impact in the prior period of a reduction of $1.5 million related to a regulatory reserve that did not recur. Other operating expenses were $81.3 million for the six months ended June 30, 2026, a decrease of $3.1 million, or 4%, compared to the prior year period, driven primarily by a decrease of $3.2 million in information technology expenses, and a decrease of $1.0 million in employee compensation, benefits and other employee-related expenses. The decrease was partially offset by the impact in the prior period of a reduction of $1.5 million related to a regulatory reserve that did not recur. 33 Table of Contents PAYONEER GLOBAL INC. Research and development expenses Research and development expenses were $47.0 million for the three months ended June 30, 2026, an increase of $9.6 million, or 26%, compared to the prior year period, driven primarily by an increase of $11.3 million in employee compensation, benefits and other employee-related expenses and an increase of $2.5 million in information technology expenses. This increase was partially offset by an increase of $2.7 million in employee compensation costs capitalized as internal use software in connection with ongoing investments in our platform infrastructure and a decrease of $1.5 million in third-party contractor expenses. Research and development expenses were $90.3 million for the six months ended June 30, 2026, an increase of $15.6 million, or 21%, compared to the prior year period, driven by an increase of $17.1 million in employee compensation, benefits and other employee-related expenses and an increase of $3.7 million in information technology expenses, partially offset by an increase of $5.9 million in employee compensation costs capitalized as internal use software in connection with ongoing investments in our platform infrastructure. Sales and marketing expenses Sales and marketing expenses were $61.8 million and $119.9 million for the three and six months ended June 30, 2026, respectively, an increase of $4.5 million and $7.8 million, or 8% and 7%, respectively, compared to the prior year periods. The increase compared to the prior year period was driven primarily by an increase of $3.3 million and $5.4 million in expenditures on certain marketing efforts and an increase of $1.3 million and $2.6 million in employee compensation, benefits and other employee-related expenses for the three and six months ended June 30, 2026, respectively. General and administrative expenses General and administrative expenses were $48.4 million for the three months ended June 30, 2026, an increase of $11.4 million, or 31%, compared to the prior year period, driven by an increase of $10.0 million in M&A related expenses primarily due to the proposed acquisition by Nuvei, an increase of $1.6 million in employee compensation, benefits and other employee-related expenses, and an increase of $1.0 million in indirect tax reserves. This increase was partially offset by a decrease of $2.2 million in third-party legal expenses. General and administrative expenses were $84.4 million for the six months ended June 30, 2026, an increase of $17.5 million or 26%, compared to the prior year period, driven by an increase of $10.0 million in M&A related expenses primarily due to the proposed acquisition by Nuvei, an increase of $5.4 million in employee compensation, benefits and other employee-related expenses, an increase of $1.0 million in facilities expenses and an increase of $0.8 million in information technology expenses. This increase was partially offset by a decrease of $1.1 million in third-party legal expenses. Depreciation and amortization expenses Depreciation and amortization expenses were $21.2 million and $40.1 million for the three and six months ended June 30, 2026, an increase of $5.7 million and $10.2 million or 36% and 34%, respectively, compared to the prior year period, mainly driven by an increase in amortization of internal use of software and depreciation of new purchased fixed assets. Financial income and expense, net Financial expense, net was $10.6 million and $11.4 million for the three months and six months ended June 30, 2026, an increase of $10.4 million and $9.7 million compared to the prior year period, primarily driven by an increase in losses recognized related to exchange rates. 34 Table of Contents PAYONEER GLOBAL INC. Income taxes Income tax expense was $8.7 million for the three months ended June 30, 2026, a decrease of $1.6 million, or 16%, compared to the three months ended June 30, 2025. The decrease was primarily driven by a reduction in the provision for uncertain tax positions and decreased U.S. federal income tax expense due to decreased pre-tax income in the U.S. These decreases were partially offset by deferred tax expense recognized by foreign subsidiaries related to stock-based compensation. Income tax expense was $18.4 million for the six months ended June 30, 2026, an increase of $0.8 million, or 5%, compared to the six months ended June 30, 2025. This increase was primarily driven by a reduction in deferred tax benefits related to U.S. capitalization of research and development costs and foreign subsidiary stock-based compensation; an increase in prior year taxes related to a U.S. return-to-provision benefit in the prior year period that did not reoccur in the current year period; and an unfavorable foreign subsidiary return-to-provision adjustment in the current year period. These increases were partially offset by a decrease in the provision for uncertain tax positions and a decrease in U.S. federal current tax expense due to decreased pre-tax income in the U.S. Liquidity and Capital Resources The following discussion of our liquidity and capital resources is based on the financial information derived from our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. We believe our existing cash and cash equivalents and cash flows from operating activities will be sufficient to meet our operating working capital, capital advance, and capital expenditure requirements for at least the next twelve months. Our future financing requirements will depend on many factors including our growth rate, the timing and extent of spending to support development of our platform and the ongoing expansion needs of sales and marketing activities. Sources of Liquidity As of June 30, 2026, we had $346.3 million of cash and cash equivalents. Current and Future Cash Requirements During the six months ended June 30, 2026, we repurchased 17,565,934 shares of our common stock for $90.4 million, including accrued taxes and fees. As of June 30, 2026, a total of $101.7 million, net of accrued but unpaid excise taxes, remained available for future repurchases of our common stock under the program. During the three months ended June 30, 2026, the Company suspended repurchases under the program in connection with the pending Merger Agreement, which includes customary covenants restricting the Company’s ability to repurchase its common stock without the prior written consent of Nuvei, and we expect to operate within these contractual limitations until the Merger is completed or the Merger Agreement is terminated. For a full description of our stock repurchase program, including authorized amounts and expirations, see Note 13 to the condensed consolidated financial statements. Cash Flows The following table presents a summary of cash flows from operating, investing, and financing activities for the following comparative periods. Six months ended June 30, 2026 2025 (in thousands) Net cash provided by operating activities $ 113,010 $ 124,401 Net cash provided by (used in) investing activities 50,377 (133,511) Net cash provided by (used in) financing activities (255,636) 2,240 Effect of exchange rate changes on cash and cash equivalents (1,148) 6,045 Change in cash, cash equivalents, restricted cash and customer funds $ (93,397) $ (825) 35 Table of Contents PAYONEER GLOBAL INC. Operating Activities Net cash provided by operating activities was $113.0 million for the six months ended June 30, 2026, a decrease of $11.4 million compared to $124.4 million for the six months ended June 30, 2025. Impact of changes in operating assets and liabilities - $17.6 million net decrease to operating cash flows During the six months ended June 30, 2026, changes in certain operating assets and liabilities resulted in net decrease in operating cash flows compared to the prior period: ● The change in Working capital advances decreased cash flows by $17.6 million, due to lower collections, which were partially offset by lower originations. ● The change in Trade payables decreased cash flows by $4.0 million, due mainly to changes in timing of payments relative to period cut-off. ● The change in Other assets decreased cash flows by $3.6 million, due primarily to the timing of payments related to long-term prepaid expenses. These decreases were partially offset by increases in operating cash flows caused by changes in certain operating assets and liabilities during the six months ended June 30, 2026 compared to the prior period: ● The change in Other payables increased cash flows by $6.7 million, due to changes in timing of payments relative to the period cut-off. ● The change in Deferred revenue increased cash flows by $4.5 million, due to the timing of revenue recognition for certain products. Impact of non-cash items - $29.1 million increase in operating cash flows compared to prior year period. During the six months ended June 30, 2026, operating cash flows benefited from higher non-cash addbacks to net income compared to prior year, which consisted primarily of: ● Depreciation and amortization expense increased by $10.2 million. ● Effect of exchange rate changes on cash and cash equivalents increased by $6.9 million. ● Interest on certificates of deposit increase by $5.7 million. ● Deferred taxes increased by $5.3 million. ● The Non-cash adjustment of interest and amortization of premium/discount on investments increased by $5.2 million. Partially offsetting these non-cash addbacks to net income was: ● A net $3.4 million decrease to unrealized gains and losses on foreign currency and other hedges. Impact of net income - $23.0 million current period over prior period decrease to operating cash flows The decrease in net income of approximately $23.0 million contributed to the decrease in operating cash flows during the six months ended June 30, 2026, compared to the prior year period. The decrease was driven by a $41.1 million increase in operating expenses and a $9.7 million increase in Finance expense, net, due mainly to losses related to exchange rate revaluations. The decline was partially offset by an increase of $28.7 million in revenue during the current period compared to the prior year period. 36 Table of Contents PAYONEER GLOBAL INC. Investing Activities Net cash provided by investing activities was $50.4 million for the six months ended June 30, 2026, an increase of $183.9 million compared to net cash used in investing activities of $133.5 million for the six months ended June 30, 2025. The increase was primarily driven by: ● An increase of $98.7 million in the change of customer funds in-transit balances during the period compared to the prior period, due to the timing of settlements at the period-end. ● A reduction of $70.1 million in investments in available-for-sale securities, net of redemptions and maturities. ● A decrease of $26.6 million in cash paid for acquisitions, net of cash and customer funds acquired, reflecting $6.5 million paid for the acquisition of Boundless during the current period compared to $33.1 million paid for the acquisition of PayEco during the prior year period. Partially offsetting this increase in cash provided by investing activities was: ● An increase of $13.8 million in investments in property and equipment compared to the prior year period. ● An increase of $4.7 million in capitalized internal-use software compared to the prior year period. Financing Activities Net cash used in financing activities was $255.6 million for the six months ended June 30, 2026, representing a decrease of $257.9 million compared to net cash provided by financing activities of $2.2 million for the six months ended June 30, 2025. The decrease was primarily driven by: ● Customer balances decreased by $149.4 million during the current period, compared to an increase of $47.5 million during the prior year period, resulting in a $197.0 million decrease in cash flows. ● Common stock repurchases increased by $42.9 million compared to the prior year period. ● Receipts of collateral on interest rate derivatives, net of payments, decreased by $17.4 million compared to the prior year period. ● During the six months ended June 30, 2026, the Company made an earn-out payment of $8.7 million related to its Skuad acquisition, of which $6.5 million was classified as cash flows from financing activities. Refer to Note 3 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further details. 37 Table of Contents PAYONEER GLOBAL INC. Key Metrics and Non-GAAP Financial Measures Our management uses a variety of financial and operating metrics to evaluate our business, analyze our performance, and make strategic decisions. We believe these metrics and non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as management. However, certain of these measures are not financial measures calculated in accordance with GAAP and should not be considered as substitutes for financial measures that have been calculated in accordance with GAAP. We primarily review the following key performance indicators and non-GAAP measures when assessing our performance: Volume Volume refers to the total dollar value of transactions successfully completed or enabled by our platform, not including orchestration transactions1. For a customer that both receives and later sends payments, we count the volume only once. Volume serves as a key metric for overall business activity, as growing volume is one of the primary drivers for our revenue growth. (1)Orchestration transactions ceased in 2024 and were related to our 2020 acquisition of optile GmbH. Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 (in millions) Volume $ 23,693 $ 20,688 $ 46,449 $ 40,363 Volume grew 15% for the three months ended June 30, 2026 when compared to the three months ended June 30, 2025, and 15% for the six months ended June 30, 2026 when compared to the six months ended June 30, 2025, respectively, driven by strong growth in volume from B2B SMBs, growth in volumes processed for enterprise partners, including in the travel segment, and continued growth in volumes from SMBs selling on marketplaces. Revenue We generate revenues mainly from transaction fees, which vary based on the type of service the customer utilizes. Transaction fee revenue principally consists of fees for withdrawals and usage. We also earn revenues in certain instances from volumes coming into the platform related to our B2B services and through our Checkout offering. We generate significant revenues from interest earned on customer funds held on our platform. In addition, we generate revenue from non-volume-based products and services which are based on a fixed fee. We believe that Revenue demonstrates our ability to monetize volume activity on our platform. Our revenues can be impacted by the following: (i) Mix in customer size, products, and services; (ii) Mix between domestic and cross-border transactions; (iii) Geographic region or country in which a transaction occurs; and (iv) Pricing and other market conditions including interest rates. Management closely monitors volume and revenue to ensure that we continue to grow funds and business activity that enters into the platform, expanding our overall scale and the reach of our business. 38 Table of Contents PAYONEER GLOBAL INC. Adjusted EBITDA In addition to our financial results determined in accordance with GAAP, we believe Adjusted EBITDA, as a non-GAAP measure, is useful in evaluating our operating performance. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Adjusted EBITDA is helpful to our investors as it is a metric used by management in assessing our operating performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison. A reconciliation is provided below for our non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measure and the reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure, and not to rely on any single financial measure to evaluate our business. Adjusted EBITDA Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in thousands) Net income (loss) $ (2,436) $ 19,480 $ 17,132 $ 40,057 Depreciation and amortization 21,224 15,553 40,140 29,943 Income taxes 8,747 10,370 18,388 17,562 Other financial expense, net 10,622 227 11,434 1,777 EBITDA 38,157 45,630 87,094 89,339 Stock based compensation expenses(1) 19,475 20,059 37,999 38,814 M&A related expenses(2) 13,469 736 13,947 1,073 Restructuring charges(3) 257 — 1,766 2,630 Adjusted EBITDA $ 71,358 $ 66,425 $ 140,806 $ 131,856 (1) Represents non-cash charges associated with stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy. (2) These expenses relate to: (i) M&A related third-party costs, including bankers fees, legal, regulatory, consulting and other expenditures. These costs include expenses related to the Proposed Acquisition by Nuvei. For the three and six months ended June 30, 2026, M&A third-party costs were $10.8 million. (ii) Changes to fair value and compensation expenses related to acquisition-related deferred payments and earn-outs. For the three and six months ended June 30, 2026, we recorded fair value adjustments and compensation expenses of $0.1 million and $0.6 million, respectively, related to 1) the non-recurring fair value adjustment of the Skuad contingent consideration liability and 2) the non-recurring fair value adjustment and compensation expense related to the Boundless deferred payment and earn-out, as discussed in Note 3 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. For the three and six months ended June 30, 2025 amounts include $0.1 and $0.4 million, respectively, related to the non-recurring fair value adjustment of the Skuad contingent consideration liability, as discussed in Note 3 to our condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q. (iii) Non-recurring acquisition-related compensation to employees and contractors. For the three and six months ended June 30, 2026, these expenses were $2.5 million. (3) Represents non-recurring costs related to severance and other employee termination benefits. Critical Accounting Policies and Estimates For more information, see “Payoneer Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Form 10-K filed with the SEC on February 26, 2026. Recent Accounting Pronouncements A description of recently issued accounting pronouncements that may potentially impact our financial position, result of operations or cash flows is disclosed in Note 2 to our unaudited condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q. 39 Table of Contents PAYONEER GLOBAL INC.

Quantitative and Qualitative Disclosures About Market Risk

We have operations both within the United States and globally, and we are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes and foreign currency fluctuations. Information relating to quantitative and qualitative disclosures about these market risks is described below. Interest Rate Sensitivity The majority of our cash and cash equivalents and assets underlying customer funds were held in cash deposits and money market funds as of June 30, 2026, the fair value of which would not be materially affected by either an increase or decrease in interest rates, due mainly to the relatively short-term nature of these instruments. The fair value of our investments in term deposits and U.S. Treasury Securities, amounting to $1.8 billion, would be affected by changes in interest rates, and such changes could be material. The Company has entered into interest rate floor contracts with respect to $2.2 billion in customer funds to limit the potential risk that declining interest rates would have on our revenues from interest income, though as of the periods ended June 30, 2026 and 2025, respectively, a hypothetical 1% increase or decrease in interest rates could have a material effect on our revenues and earnings. Foreign Currency Risk While most of our revenue is earned in U.S. dollars, our foreign currency exposure includes currencies of the countries in which our operations are located, including operating expenses denominated in New Israeli Shekels. To reduce that risk, we invest in foreign currency forward contracts and net purchased options, which are accounted for as cash flow hedges. A hypothetical 10% strengthening or weakening of the U.S. dollar against the New Israeli Shekel would have had a material impact on unrealized gains (losses) recognized in AOCI at June 30, 2026. Our foreign currency exposure also includes currencies in which our customer funds are held, or in which they are withdrawn or utilized, and may be subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, Japanese Yen, Chinese Yuan, Canadian Dollar, New Israeli Shekel, Philippine Peso, Indian Rupee, Mexican Peso, Pakistani Rupee, South Korean Won, Turkish Lira, New Zealand Dollar, Australian Dollar, British Pound, Indonesian Rupiah, Swiss Franc, and Polish Zloty. As of the six months ended June 30, 2026 and 2025, respectively, a hypothetical 10% increase or decrease in current exchange rates could have a material impact on our financial results. In addition, some of our services include the opportunity for Payoneer to generate revenues from foreign exchange transactions as part of the payment delivery process. Our ability to generate such revenues is partially dependent on external factors such as market conditions, applicable regulations and our ability to negotiate with third-party financial institutions. The impact of these efforts to optimize foreign exchange can be material to revenues and earnings.

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Risk Factors

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.