Payoneer Global Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under § 240.14a-12

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Payoneer Global Inc.

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Message from our CEO

Dear Stockholders,

2024 was a breakthrough year for Payoneer. We sharpened our strategy, enhanced and extended our financial stack and achieved annual records for volume, revenue and profitability. Our volume grew 21% year-over-year to $80 billion, with strong growth across our business but particularly in our B2B franchise, which grew 42% year over year. Revenue grew 18% year-over-year to $978 million as we prioritized our highest value customers and increased adoption of our high-value products and services. We achieved positive Adjusted EBITDA excluding interest income for the first time since going public in 2021. Our business generated significant operating cash flow of $177 million in 2024, enabling us to both invest in our business for long-term, profitable growth, and to return capital to our stockholders through stock repurchases. We also took steps to reduce our sensitivity to interest rate fluctuations and acquired Skuad, a workforce management company, enhancing our B2B offering to customers.

We are proud of the progress we made in 2024, and our Board recognizes that, as Payoneer grows and matures as a public company, its corporate governance framework should evolve accordingly. To that end, the Board is proposing important amendments to our governing documents that we believe will enhance stockholder rights and further promote accountability to stockholders. Specifically, at the upcoming Annual Meeting, we are asking stockholders to approve a proposal to begin a process to declassify the Board and a proposal that will allow stockholders to amend the Company’s Bylaws and approve amendments to the Certificate of Incorporation with a simple majority vote. We value and benefit from our active engagement with our stockholders, and we appreciate the feedback we have received that informed the Board’s actions.

We have also been advancing our efforts to augment our Board of Directors. Our Board’s continuous refreshment is critical to ensuring that we have the right background and experiences to shape and oversee the Company’s long-term strategy, governance, and internal controls in a dynamic industry environment. In February, our Board appointed Barak Eilam, a successful leader with nearly three decades of experience building and scaling technology businesses, to the Board.

I also want to take a moment to express our sincerest gratitude and acknowledge the extraordinary service Avi Zeevi and Scott Galit have provided to our Board. They will both be retiring from our Board when their term concludes at the Annual Meeting. Avi has been Chairman of the Board since 2008 and has been an instrumental leader on the Board over his tenure. Scott has been a member of Payoneer’s Board since 2010 and his insightful advice and guidance have helped inform our decision-making and strategy. On behalf of our Board and shareholders, we thank both Avi and Scott for their contributions and service to Payoneer over the years.

The Annual Meeting of Stockholders will be held on June 10, 2025, at 8.00 a.m. (Eastern Time), and I am pleased to invite you to attend. The meeting will be held virtually, and it can be accessed by visiting www.virtualshareholdermeeting.com/PAYO2025, where you will be able to listen to the meeting live, submit questions and vote online. During the meeting, we will address the voting items in this year’s Proxy Statement and take your questions. Regardless of whether you plan to join the meeting, your vote is important, and we encourage you to review the enclosed materials and submit your proxy before the meeting.

On behalf of our Board of Directors and our entire executive leadership team, thank you to our stockholders for your continued trust and support.

Sincerely,

John Caplan,

Chief Executive Officer and Director

PAYONEERG LOBALINC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY ONJUNE 10, 2025, AT 8.00 A.M. (EASTERNTIME)

April 28, 2025​

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of the Stockholders (the “Annual Meeting”) of Payoneer Global Inc., a Delaware corporation (“we,” “us,” “Payoneer” or the “Company”). The Annual Meeting will be held virtually on June 10, 2025, at 8.00 a.m. (Eastern Time), for the following purposes:

To elect the two nominees for Class I directors to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified;

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To ratify the selection of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited (“PwC”), as the independent registered public accounting firm for Payoneer for the fiscal year ending December 31, 2025;

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To conduct a non-binding advisory vote to approve named executive officer compensation;

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To approve amendments to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) to phase out the classification of the Board of Directors (the “Board”) and provide for the annual election of directors;

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To approve amendments to the Certificate of Incorporation to eliminate supermajority voting requirements; and

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To conduct any other business properly brought before the Annual Meeting.

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The record date for the Annual Meeting is April 14, 2025 (the “Record Date”). Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting or any adjournment thereof.

We have determined to hold a virtual annual meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and without charge. We believe this is the right choice for Payoneer currently, as it enables engagement with our stockholders, regardless of size, resources, or physical location. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

If you plan to participate in the virtual Annual Meeting, please see the Questions and Answers section below. Stockholders will be able to attend, vote and submit questions via the internet by visiting www.virtualshareholdermeeting.com/PAYO2025.

If you have any questions or need assistance in voting your shares, please write to Payoneer Investor Relations at Payoneer Global Inc., 195 Broadway, 27th Floor, New York, NY 10007 or by email at investor@payoneer.com.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June 10, 2025. This Proxy Statement and the Company’s 2024 Annual Report on Form 10-K are available at www.proxyvote.com.

As permitted by applicable Securities and Exchange Commission rules, on or about April 28, 2025, we mailed an Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access our Annual Meeting Proxy Statement and 2024 Annual Report on Form 10-K online, as well as instructions on how to obtain printed copies of these materials by mail.

By Order of the Board of Directors

Tsafi Goldman,

Chief Legal & Governance Officer and Corporate Secretary

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO VIRTUALLY ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD, OR VOTE OVER THE TELEPHONE OR INTERNET AS INSTRUCTED IN THESE MATERIALS, AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE IF YOU ATTEND THE ANNUAL MEETING.