Payoneer Global Inc.

Previous wording

Our business is subject to numerous risks and uncertainties that you should be aware of in evaluating our business. If any such risks and uncertainties actually occur, our business, prospects, financial condition and results of operations could be materially adversely affected. The risks described below are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial may also materially adversely affect our business, prospects, financial condition and results of operations. The risk factors described below should be read together with the other information set forth in this Annual Report, including our consolidated financial statements and the related notes, as well as in other documents that we file with the SEC.

Current wording

Our business is subject to numerous risks and uncertainties that you should be aware of in evaluating our business. If any such risks and uncertainties actually occur, our business, prospects, financial condition, results of operations and stock price could be materially adversely affected. The risks described below are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial may also materially adversely affect our business, prospects, financial condition and results of operations. The risk factors described below should be read together with the other information set forth in this Annual Report, including our consolidated financial statements and the related notes, as well as in other documents that we file with the SEC.

Previous wording

The markets for our products and services are characterized by constant and rapid technological changes, (including increasing adoption and development of artificial intelligence), frequent introduction of new products and services, and increasing customer expectations. Our ability to update our platform, to enhance our current products and services and to develop and introduce innovative products and services can significantly affect our future success. We may not be successful in developing, marketing or selling new products and services or in updating our platform in a way that meets these demands or achieve market acceptance. We must anticipate and respond to these changes in order to remain competitive within our relevant markets. Our ability to continue to develop innovative products and services for our customers could have an impact on our ability to retain customers and on their continued use of our platform. In addition, developing new and competitive services and offerings in response to industry-wide standards, including those related to safety and security, as well as evolving regulatory requirements, may require significant investment. If we are unable to anticipate or respond or adapt to technological or regulatory changes or evolving industry standards and demands on a timely basis, our ability to remain competitive, and our results of operations, could be materially adversely affected.

Current wording

Our ability to adapt to these shifts in a rapidly changing landscape, invest strategically, and update our platform, to enhance our current products and services and to develop and introduce innovative products and services can significantly affect our future success. We may not be successful in developing, marketing or selling new products and services or in updating our platform in a way that meets these demands or achieve market acceptance. We must anticipate and respond to these changes in order to remain competitive within our relevant markets. Our ability to continue to develop innovative products and services for our customers could have an impact on our ability to retain customers and on their continued use of our platform. In addition, developing new and competitive services and offerings in response to industry-wide standards, including those related to safety and security, as well as evolving regulatory requirements, may require significant investment. If we are unable to anticipate or respond or adapt to technological or regulatory changes or evolving industry standards and demands on a timely basis, our ability to remain competitive, and our results of operations, could be materially adversely affected.

Previous wording

We are dependent on our relationships with a number of third-party financial institutions, banking partners and payment processors to support our operations, with services such as collection, payment, processing and clearing, and settlement for the transactions we service, as well as holding and disbursement of customer funds. Without these relationships, we would not be able to process payments or settle transactions in relevant markets. In the event our agreement or relationship with a third-party financial institution, bank partner or payment processor is terminated or adversely changes due to regulatory, policy, commercial, our failure to comply with the applicable requirements of our counterparty, or any other reason, or if upon its expiration we are unable to renew the agreement on terms favorable to us, or at all, it may be difficult for us to replace these services which may materially adversely affect our operations and profitability.

Current wording

We are dependent on our relationships with a number of third-party financial institutions, banking partners and payment processors to support our operations, with services such as collection, payment, processing and clearing, and settlement for the transactions we process, as well as holding and disbursement of customer funds. Without these relationships, we would not be able to process payments or settle transactions in relevant markets. In the event our agreement or relationship with a third-party financial institution, bank partner or payment processor is terminated or adversely changes due to regulatory, policy, commercial, our failure to comply with the applicable requirements of our counterparty, or any other reason, or if upon its expiration we are unable to renew the agreement on terms favorable to us, or at all, it may be difficult for us to replace these services which may materially adversely affect our operations and profitability.

Previous wording

These agreements and relationships may give our counterparties substantial discretion in approving certain aspects of our business practices, including our application and qualification procedures for customers and require us to comply with certain legal and operational requirements. Discretionary actions of our counterparties under these agreements and relationships could impose material limitations to, or have a material adverse effect on, our business, financial condition and results of operations. Furthermore, our financial results could be materially adversely affected if our costs associated with such relationships materially change or if any penalty or claim for damages which may be material is imposed as a result of our breach of the agreement with them or their other requirements. These relationships are also subjects to the risks associated with third-party service providers and vendors in general, as more fully described elsewhere in this Risk Factors section.

Current wording

These agreements and relationships may give our counterparties substantial discretion in approving certain aspects of our business practices, including our application and qualification procedures for customers, and require us to comply with certain legal and operational requirements. Discretionary actions of our counterparties under these agreements and relationships could impose material limitations to, or have a material adverse effect on, our business, financial condition and results of operations. Furthermore, our financial results could be materially adversely affected if our costs associated with such relationships materially change or if any material penalty or claim for damages is imposed as a result of our breach of the agreement with them or their other requirements. These relationships are also subjects to the risks associated with third-party service providers and vendors in general, as more fully described elsewhere in this Risk Factors section.

Previous wording

In addition, given we have significant amounts of cash, cash equivalents, receivables and other current and non-current assets outstanding, including assets underlying our customer balances and other investments on deposit or in accounts with banks or other financial institutions in the United States and other countries in which we operate, we may be, and have been, exposed to the risk of default by, or deteriorating operating results or financial condition or failure of, these counterparty financial institutions. The risk of counterparty default, deterioration, or failure may be heightened during economic downturns and periods of uncertainty in the financial markets. If one or more of our counterparties were to become insolvent or file for bankruptcy, our ability to recover losses incurred as a result of default or to access or recover our assets that are deposited, held in accounts with, or otherwise due from, such counterparty may be limited by the counterparty’s liquidity or the applicable laws governing the insolvency or bankruptcy proceedings, as has previously occurred, and we could incur significant losses or suffer reputational damage, which could materially and negatively impact our results of operations and financial condition.

Current wording

In addition, given we have significant amounts of cash, cash equivalents, receivables and other current and non-current assets outstanding, including assets underlying our customer balances and other investments on deposit or in accounts with banks or other financial institutions in the United States and other countries in which we operate, including derivatives in connection with our interest rate risk management strategy, we may be, and have been, exposed to the risk of default by, or deteriorating operating results or financial condition or failure of, these counterparty banks and financial institutions. The risk of counterparty default, deterioration, or failure may be heightened during economic downturns and periods of uncertainty in the financial markets. If one or more of our counterparties were to become insolvent or file for bankruptcy, our ability to recover losses incurred as a result of default or to access or recover our assets that are deposited, held in accounts with, or otherwise due from, such counterparty may be limited by the counterparty’s liquidity or the applicable laws governing the insolvency or bankruptcy proceedings, as has previously occurred, and we could incur significant losses or suffer reputational damage, which could materially and negatively impact our results of operations and financial condition.

Previous wording

We generate significant portions of our volume by processing online payments from marketplaces and e-commerce platforms to merchants and generate significant portions of our revenues from merchants’ utilization of the payments they receive. Any decline in e-commerce utilization or cross-border trade or cross-border digital commerce could materially adversely affect our business. The extent of such impact will depend on a variety of highly uncertain factors any of which could lead to a decrease in e-commerce utilization or cross-border trade or cross-border digital commerce, including general macroeconomic trends and global economic conditions, such as inflation and recessionary conditions impacting business and consumer spending, changes in government regulation, users’ access to the internet, user preference, consumer behavior, actual or perceived online security concerns or the effects of widespread health epidemics. For example, the COVID-19 pandemic drove a shift in buying patterns from brick-and-mortar stores to e-commerce, while the reopening of economies, coupled with inflation, supply chain disruptions and consumer purchasing behavior changes, drove a softening in e-commerce growth rates.

Current wording

We generate significant portions of our volume by processing online payments from marketplaces and e-commerce platforms to merchants and generate significant portions of our revenues from merchants’ utilization of the payments they receive. Any decline in e-commerce utilization or cross-border trade or cross-border digital commerce could materially adversely affect our business. The extent of such impact will depend on a variety of highly uncertain factors any of which could lead to a decrease in e-commerce utilization or cross-border trade or cross-border digital commerce, including general macroeconomic trends and global economic conditions, such as inflation and recessionary conditions impacting business and consumer spending, supply chain disruptions, changes in government regulation, trade policies, users’ access to the internet, user preference, consumer behavior, actual or perceived online security concerns or the effects of widespread health epidemics. For example, the COVID-19 pandemic drove a shift in buying patterns from brick-and-mortar stores to e-commerce, while the reopening of economies, coupled with inflation, supply chain disruptions and consumer purchasing behavior changes, drove a softening in e-commerce growth rates.

Previous wording

In addition, cross-border trade (i.e., transactions where the merchant and buyer are in different countries) is imperative to our business as a source of revenue and profits. Cross-border transactions generally provide payment providers higher revenues and operating income than similar transactions that take place within a single country or market. Cross-border trade also represents our primary (and in some cases, our only) presence in certain important markets. Cross-border trade is subject to, and may be negatively impacted by, foreign currency exchange rate fluctuations as well as other macro-economic conditions and governmental and other actions that restrict or otherwise impact such cross-border trade. In addition, the interpretation and application of laws of multiple jurisdictions (e.g., the jurisdiction of the merchant and of the buyer) are often extremely complicated in the context of cross-border trade and foreign exchange. Changes to or the interpretation and/or application of laws and regulations applicable to cross-border trade and foreign exchange could further impose additional requirements and restrictions, increase costs, and present conflicting obligations. Any factors that increase the costs of cross-border trade for us or our customers or that restrict, delay, or make cross-border trade more difficult or impractical, such as trade policies or higher tariffs (as recently threatened or imposed by certain countries, including the U.S.), and general macroeconomic trends and global economic conditions, could reduce our cross-border transactions and volume, materially and negatively impact our revenues and profits and materially harm our business.

Current wording

In addition, cross-border trade (i.e., transactions where the merchant and buyer are in different countries) is imperative to our business as a source of revenue and profits. Cross-border transactions generally provide payment providers higher revenues and operating income than similar transactions that take place within a single country or market. Cross-border trade also represents our primary (and in some cases, our only) presence in certain important markets. Cross-border trade is subject to, and may be negatively impacted by, foreign currency exchange rate fluctuations as well as other macro-economic conditions and governmental and other actions that restrict or otherwise impact such cross-border trade. In addition, the interpretation and application of laws of multiple jurisdictions (e.g., the jurisdiction of the merchant and of the buyer) are often extremely complicated in the context of cross-border trade and foreign exchange. Changes to or the interpretation and/or application of laws, including related to taxation, and regulations applicable to cross-border trade and foreign exchange could further impose additional requirements and restrictions, increase costs, and present conflicting obligations. Any factors that increase the costs of cross-border trade for us or our customers or that restrict, delay, or make cross-border trade more difficult or impractical, such as trade policies or higher tariffs (as imposed by certain countries during 2025 and in recent months, including the U.S.), and general macroeconomic trends and global economic conditions, could reduce our cross-border transactions and volume, materially and negatively impact our revenues and profits and materially harm our business. For example, the tariffs imposed on goods originating from China by the U.S. during 2025 contributed to increased costs and uncertainty for certain merchants engaged in cross-border trade between U.S. and China and likely had a certain impact on our transaction volumes and customer spend in certain corridors. While the overall tariff impact on our business was difficult to quantify, continued or expanded tariffs, retaliatory measures, or similar trade restrictions could further reduce cross-border e-commerce activity and materially adversely affect our business.

Previous wording

Our failure to appropriately manage our customer funds, and our ability to retain and grow customer funds balances, could materially harm our business or our results of operations.

Current wording

Our failure to appropriately manage our customer funds or to retain and grow customer funds balances could materially harm our business or our results of operations.

Previous wording

customer funds and comply with applicable liquid asset requirements and applicable regulations requires a high level of internal controls. As our business continues to grow and we expand our product offerings, we must continue to strengthen our associated internal controls. Our continued success requires that our customers have confidence in our ability to properly manage customer balances and handle large and growing transaction volumes and amounts of customer funds. Any failure to maintain the necessary controls or to appropriately manage our customer funds in compliance with applicable regulatory requirements could result in reputational harm, lead customers to discontinue or reduce their use of our products, to withdraw funds held with us and could result in significant penalties and fines and additional restrictions, each of which could materially harm our business and could materially adversely affect our results of operations.

Current wording

We hold a substantial amount of funds belonging to our customers, including balances in customer accounts and funds in process of being remitted, at third-party financial institutions in the form of either demand deposits, time deposits, or U.S. Treasury Securities. We hold, and in certain jurisdictions are required to hold and segregate, eligible liquid assets equal to at least 100% of the aggregate amount of all customer funds held by our licensed entities. Our ability to manage and accurately account for the assets underlying our customer funds and comply with applicable liquid asset requirements and applicable regulations requires a high level of internal controls. Our continued success requires that our customers have confidence in our ability to properly manage customer balances and handle large and growing transaction volumes and amounts of customer funds. Any failure to maintain the necessary controls or to appropriately manage our customer funds in compliance with applicable regulatory requirements could result in reputational harm, lead customers to discontinue or reduce their use of our products, to withdraw funds held with us and could result in material penalties and fines and additional restrictions, each of which could materially harm our business and could materially adversely affect our results of operations.

Previous wording

Since we transfer and hold large amounts of funds for our customers, our trustworthiness and reputation are fundamental to our business. The occurrence of any operational disruptions or errors due to, for example, software defects, service disruptions, employee misconduct, security breaches, or other similar actions, omissions or errors on our platform could result in material financial losses to our business and our customers, damage to our reputation, or termination of our agreements with financial institutions and partners, each of which could result in loss of customers; lost or delayed market acceptance and sales of our platform; legal claims against us; regulatory enforcement action; or diversion of our resources, including through increased service expenses or financial concessions, and increased insurance costs. There can be no assurance that the insurance we maintain will be available or sufficient to cover any losses. If we suffer significant losses or reputational harm as a result, our business, operating results, and financial condition could be materially adversely affected.

Current wording

Since we transfer and hold large amounts of funds for our customers, our trustworthiness and reputation are fundamental to our business. The occurrence of any operational disruptions or errors due to, for example, software defects, service disruptions, employee misconduct, security breaches, or other similar actions, omissions or errors could result in material financial losses to our business and our customers, damage to our reputation, or termination of our agreements with financial institutions and partners, each of which could result in loss of customers; reduced or slower adoption of our products and sales of our platform; legal claims against us; regulatory enforcement action; or diversion of our resources, including through increased service expenses or financial concessions, and increased insurance costs. Though we have insurance that is reasonable assessed to accounts for our business profile and our exposures, there can be no assurance that the insurance we maintain will be available or sufficient to cover any and all losses. If we suffer significant losses or reputational harm as a result, our business, results of operations, and financial condition could be materially adversely affected.

Previous wording

When customers seek access to their cash balances, our primary source of liquidity is comprised of our demand deposits held at financial institutions. The availability of these funds could be impacted by the financial condition of the institutions within our network of providers. Given the above, and since we hold the funds underlying our customer balances with multiple banks globally, we are also subject to the risks described elsewhere in this Risk Factor section that relate to the reliance on services provided by third parties and the dependency on banks and other financial institutions.

Current wording

When customers seek access to their cash balances, our primary source of liquidity is comprised of our demand deposits held at financial institutions. The availability of these funds could be impacted by the financial condition of the institutions within our network of providers. Given the above, and since we hold the funds underlying our customer balances with multiple banks globally, we are also subject to the risks described elsewhere in this Risk Factor section that relate to the reliance on services provided by third parties and our dependence on banks and other financial institutions.

Previous wording

In addition, as noted elsewhere in our Risk Factors, our success depends on our ability to develop products and services to address or adapt to the rapidly evolving markets that we serve, including our ability to implement successful enhancements and new features for our platform, products and services. If we are unable to do so, we could lose customers or have trouble attracting new customers, and this, as well as macro-economic and geopolitical conditions more generally, including those factors discussed further elsewhere in our Risk Factors, each could result in a decline in customer balances, which would reduce our revenue from interest income and could materially adversely impact our results of operations.

Current wording

In addition, as noted elsewhere in this Risk Factors section, our success depends on our ability to develop products and services to address or adapt to the rapidly evolving markets that we serve, including our ability to implement successful enhancements and new features for our platform, products and services. If we are unable to do so, we could lose customers or have trouble attracting new customers, and this, as well as macro-economic and geopolitical conditions more generally, including those factors discussed further elsewhere in our Risk Factors, each could result in a decline in customer balances, which would reduce our revenue from interest income and could materially adversely impact our results of operations.

Previous wording

A portion of our earnings are derived from interest income earned on both corporate funds and customer funds. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and the policies of various governmental and regulatory agencies and, of particular relevance for us, the Federal Reserve. Between 2022 and 2023, the Federal Reserve raised the benchmark interest rate by 525 basis points, which benefitted our earnings during the year ended December 31, 2023. In 2024, we continued to benefit from relatively higher interest rates in the U.S., while also the U.S. Federal Reserve cut the benchmark interest rate by 100 basis points and there remains uncertainty as to the timing and magnitude of future interest rate changes. Any future decline in interest rate levels may reduce our ability to earn interest income on customer balances and/or corporate funds. While any such decline in interest rates may, generally speaking, be expected to encourage growth in economic activity, including consumer and business spending, this may not be sufficient to offset any adverse effect on our results of operations.

Current wording

A portion of our earnings are derived from interest income earned on both corporate funds and customer funds. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and the policies of various governmental and regulatory agencies and, of particular relevance for us, the U.S. Federal Reserve. Post-pandemic interest rate increases by the U.S. Federal Reserve benefitted our earnings during the year ended December 31, 2023. In 2024, in spite of interest rate declines, we continued to benefit from the relatively higher interest rates environment. In 2025, the Federal Reserve continued to lower the benchmark, by a total of 75 basis points, and there remains uncertainty as to the timing and magnitude of future interest rate changes. These interest rate cuts resulted in a decline in our interest income in the year ended December 31, 2025. A further decline in interest rate levels could further reduce the interest income earned on customer balances and/or corporate funds, which may materially adversely impact our results of operations.

Previous wording

As further discussed above, changes in interest rates could affect the market value of our time deposits and U.S. Treasury Securities such that they are redeemable at a price below their carrying value.

Current wording

In addition, as further discussed above, changes in interest rates could affect the market value of our time deposits and U.S. Treasury Securities such that they are redeemable at a price below their carrying value.

Previous wording

Our business may be materially adversely affected by geopolitical and other risks associated with global operations. As we continue to expand internationally, including within emerging markets, we may become more susceptible to these risks.

Current wording

Our business may be materially adversely affected by geopolitical and other risks associated with doing business globally and managing a distributed workforce. As we continue to support international markets, expand our services, and distribute our workforce globally, including within emerging markets, we may become more susceptible to these risks.

Previous wording

Our business is subject to risks associated with doing business internationally. Operating in or providing services to customers in foreign countries, including Israel, Greater China and other Asian countries, Ukraine and other European countries, subjects us to multiple risks that may have a material adverse effect on our results of operations, including:

Current wording

Our business is subject to risks associated with doing business internationally. Operating in or providing services to customers in foreign countries, including Greater China, India and other Asian countries, Ukraine and other European countries, and Israel, subjects us to multiple risks that may have a material adverse effect on our results of operations, including:

Previous wording

For example, the war in Ukraine and the subsequent economic sanctions imposed on Russia, Belarus and certain territories in Ukraine have, and may continue to negatively impact our revenue derived from services provided to customers from impacted countries. In addition, our banking partners ceased their operations in Russia, and subsequently we ceased to provide services to customers in Russia, and we have limited our payment services to Belarus customers. It is not possible to predict the broader consequences of this conflict, but the continuation or further escalation of the conflict, along with any expansion to surrounding areas, may have a material adverse effect on our results of operations.

Current wording

For example, the ongoing war in Ukraine and the subsequent economic sanctions imposed on Russia, Belarus and certain territories in Ukraine have, and may continue to negatively impact our revenue derived from services provided to customers from impacted countries. We do not provide services to customers in Russia, and have limited our payment services to Belarus customers. It is not possible to predict the broader consequences of this conflict, but the continuation or further escalation of the conflict, along with any expansion to surrounding areas, may have a material adverse effect on our results of operations.

Previous wording

Additionally, approximately 55% of our global employee base, including certain management members and approximately 78% of our research and development resources, are employed by our Israeli subsidiary, Payoneer Research & Development Ltd. Accordingly, political, economic, military, and regional conflict conditions in Israel and the surrounding region may directly affect our business and operations. Since October 7, 2023, Israel has been at war with Hamas and Hezbollah, and exchanged attacks with Iran and other proxies of the regime. The state of the ongoing conflict remains highly uncertain and could worsen or expand which can further impact economic conditions and activity in Israel, the region and the broader global economy, including revenues from customers located in the region. Our operations could be disrupted by, for example, the prolonged absence of a large number of employees due to Israel military service call-ups. While revenues derived from customers based in Israel were insignificant for the year ended December 31, 2024, and, at this time, an insignificant portion of our Israeli workforce have been called to military reserve duty, further escalation, expansion, or prolonged continuation of the conflict may have a material adverse effect on our results of operations.

Current wording

Additionally, approximately 51% of our global employee base, including certain management members and approximately 79% of our research and platform development resources, are employed or engaged by our Israeli subsidiary, Payoneer Research & Development Ltd., as of December 31, 2025. Accordingly, political, economic, military, and regional conflict conditions in Israel and the surrounding region may directly affect our business and operations. 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. During the war, conflicts between Israel and Hezbollah, Iran and other proxies of the Iranian regime were also involved. To date, the war did not have a material impact on the Company’s business and operations: revenues derived from customers based in Israel have been immaterial, an insignificant portion of our Israeli workforce had been called to military reserve duty and continuity plans and contingencies were in place. We subsequently worked to reduce operational dependency in the region. However, the volatility in the region is high, and the state of the regional conflicts remains highly uncertain and could reignite, worsen or expand, which could, in turn, impact our operations, the economic conditions and activity in Israel, the region and the broader global economy, and may have a material adverse effect on Payoneer’s operations and financial results.

Previous wording

Violations of the complex foreign and United States laws, rules and regulations that apply to our international operations, including violations of any sanctions, can result in fines which may be material, criminal actions, or sanctions against us, our officers, or our employees, or other enforcement actions; prohibitions or limits on the conduct of our business; the diversion of operational resources; and damage to our reputation. Our policies and procedures may not be effective in preventing violations by our employees, contractors, vendors or agents. These risks are inherent in our international operations and their expansion may increase our costs of doing business internationally, and could materially harm our business, results, and reputation. In addition, we may from time to time undertake projects and make investments in countries in which we have little or no previous investment or operating experience. We may not be able to fully or accurately assess the risks of investing in such countries, or may be unfamiliar with the laws and regulations in such countries governing our investments and operations. As a result, we may be unable to effectively implement our strategy in new jurisdictions. Investment opportunities in certain jurisdictions also may be restricted by legal limits on foreign investment in local assets or classes of assets.

Current wording

Violations of the complex foreign and United States laws, rules and regulations that apply to our international operations, including violations of any sanctions, can result in material fines, criminal actions, or sanctions against us, our officers, or our employees, or other enforcement actions; prohibitions or limits on the conduct of our business; the diversion of operational resources; and damage to our reputation. Our policies and procedures may not be effective in preventing violations by our employees, contractors, vendors or agents. These risks are inherent in our international operations and their expansion may increase our costs of doing business internationally, and could materially harm our business, results, and reputation. In addition, we may from time to time undertake projects and make investments in countries in which we have little or no previous investment or operating experience. We may not be able to fully or accurately assess the risks of investing in such countries, or may be unfamiliar with the laws and regulations in such countries governing our investments and operations. As a result, we may be unable to effectively implement our strategy in new jurisdictions. Investment opportunities in certain jurisdictions also may be restricted by legal limits on foreign investment in local assets or classes of assets.

Previous wording

Payoneer (through our subsidiary) is licensed by Mastercard as a card issuer and is engaged with other Mastercard-licensed card issuers and is registered as a card program manager. Payoneer is also (through subsidiaries) registered as a payment facilitator with Mastercard and Visa and is engaged and registered with several acquirers as a merchant. As such, we are subject to card association and network rules that could subject us to a variety of fines or penalties that may be levied by the card associations or networks for certain acts or omissions by us. In addition, we are subject to the Payment Card Industry (“PCI”) Data Security Standard enforced by the major card brands, and are listed with Mastercard as an SDP compliant service provider.

Current wording

Payoneer (through our subsidiary) is licensed by Mastercard as a card issuer and is engaged with other Mastercard-licensed card issuers and is registered as a card program manager. Payoneer is also (through subsidiaries) registered as a payment facilitator with Mastercard and Visa® and is engaged and registered with several acquirers as a merchant. As such, we are subject to card association and network rules that could subject us to a variety of material fines or penalties that may be levied by the card associations or networks for certain acts or omissions by us. In addition, we are subject to the Payment Card Industry (“PCI”) Data Security Standard enforced by the major card brands, and are listed with Mastercard as an SDP compliant service provider.

Previous wording

The failure to comply with these rules can result in the imposition of monetary fines which may be material, and our member registrations or certifications could be suspended or terminated. The suspension or termination of our member registrations or certifications, or any changes to the association and network rules, that we do not successfully address, or any other action by the card networks to restrict our ability to process transactions over such networks, could limit our ability to provide transaction processing services to customers and result in a significant reduction of revenue or increased costs of operation, which, in either case, could have a material adverse effect on our business and results of operations. Our removal from networks’ lists of Data Security Standard compliant service providers could mean that existing customers, partners or other third parties may cease using or referring our services. Also, prospective customers, partners or other third parties may choose not to consider us for their processing needs. In addition, the card networks could refuse to allow us to process through their networks. Any of the foregoing could materially adversely impact our business, financial condition or results of operations.

Current wording

The failure to comply with these rules can result in the imposition of material monetary fines, and our member registrations or certifications could be suspended or terminated. The suspension or termination of our member registrations or certifications, or any changes to the association and network rules, that we do not successfully address, or any other action by the card networks to restrict our ability to process transactions over such networks, could limit our ability to provide transaction processing services to customers and result in a significant reduction of revenue or increased costs of operation, which, in either case, could have a material adverse effect on our business and results of operations. Our removal from networks’ lists of Data Security Standard compliant service providers could mean that existing customers, partners or other third parties may cease using or referring our services. Also, prospective customers, partners or other third parties may choose not to consider us for their processing needs. In addition, the card networks could refuse to allow us to process through their networks. Any of the foregoing could materially adversely impact our business, financial condition or results of operations.

Previous wording

Changes to these network rules or how they are interpreted could have a material impact on our business and financial results. For example, from time to time, card associations and debit networks, including the card networks which we operate under, increase the processing and other fees (including what is commonly known as “interchange fees”) that they charge. It is possible that competitive pressures will result in us absorbing a portion of such increases in the future, or result in us not being able to increase our own fees, which would increase our operating costs, reduce our profit margin, limit our growth, and may materially adversely affect our business, results of operations and financial condition. In addition, the various card associations and networks prescribe certain capital requirements. Any increase in the capital level required would further limit our use of capital for other purposes. Future changes to or interpretations of the network rules that are inconsistent with the way we currently operate may require us to make changes to our business that could be costly or difficult to implement. If we fail to make such changes, the networks could pass on fines and assessments in respect of fraud or chargebacks related to our customers or disqualify us from processing transactions if satisfactory controls are not maintained, which could have a material adverse effect on our business, financial condition and results of operations.

Current wording

Changes to these network rules or how they are interpreted could have a material impact on our business and financial results. For example, from time to time, card associations and debit networks, including the card networks which we operate under, increase the processing and other card scheme fees that they charge. It is possible that competitive pressures will result in us absorbing a portion of such additional increases in the future, or result in us not being able to increase our own fees, which would increase our operating costs, reduce our profit margin, limit our growth, and may materially adversely affect our business, results of operations and financial condition. In addition, the various card associations and networks prescribe certain capital requirements. Any increase in the capital level required would further limit our use of capital for other purposes. Future changes to or interpretations of the network rules that are inconsistent with the way we currently operate may require us to make changes to our business that could be costly or difficult to implement. If we fail to make such changes, the networks could pass on material fines and assessments in respect of fraud or chargebacks related to our customers or disqualify us from processing transactions if satisfactory controls are not maintained, which could have a material adverse effect on our business, financial condition and results of operations.

Previous wording

If a marketplace were to prevent our customers from using our services to receive payments from such marketplace, or if we are unable to renew certain marketplace and enterprise customer contracts or to adjust certain contract components at favorable terms or we lose a significant enterprise or marketplace customer our results of operations and financial condition may be materially adversely affected.

Current wording

If a marketplace or enterprise customer were to prevent our customers from using our services to receive payments from such marketplace or enterprise customer, or if we are unable to renew certain marketplace and enterprise customer contracts or are required to adjust certain contract components at unfavorable terms or we lose a significant enterprise or marketplace customer, our results of operations and financial condition may be materially adversely affected.

Previous wording

A significant portion of our revenues is derived from SMBs and entrepreneurs that sell on or through large marketplaces and enterprise customers ecosystems. The loss of business associated or connected with a large marketplace or ecosystem could materially harm our business, results of operations and financial condition. For example, the payments our customers received from Amazon marketplaces around the world generated 23% of our revenues during the year ended December 31, 2024, and accordingly, should Amazon change eligibility or other requirements for approved payment service providers on its platforms such that we are negatively impacted, our financial condition and results of operations may be materially adversely impacted. For more information, please see Note 2 – Significant Accounting Policies, “Concentration of Risks”, to our consolidated financial statements included in Item 8 – Financial Statements and Supplementary Data of this report.

Current wording

A significant portion of our revenues is derived from SMBs and entrepreneurs that sell on or through large marketplaces and enterprise customers ecosystems. The loss of business associated or connected with a large marketplace or ecosystem could materially harm our business, results of operations and financial condition. For example, the payments our customers received from Amazon marketplaces around the world generated 21% of our revenues during the year ended December 31, 2025, and accordingly, should Amazon change eligibility or other requirements for approved payment service providers operating on its platforms such that we are negatively impacted, our financial condition and results of operations may be materially adversely impacted. For more information, please see Note 2z – Significant Accounting Policies, “Concentration of Risks”, to our consolidated financial statements included in Item 8 – Financial Statements and Supplementary Data of this report.

Previous wording

Many of the areas in which we compete evolve rapidly with changing and disruptive technologies (including artificial intelligence), shifting user needs, and frequent introductions of new products and services. Competition also may intensify as businesses enter into business combinations and partnerships, which may include periods of exclusivity, and established companies in other segments expand to become competitive with different aspects of our business. In addition, some payment service provider competitors, including those focused on certain peer to peer business cases or specific regional corridors, may choose to become direct participants in local payment schemes, allowing them to offer more attractive fees and therefore to more effectively compete for certain segments or corridors compared to us. Competition could result in a loss of existing customers, and greater difficulty attracting new customers. Furthermore, if competition causes us to reduce the fees we charge in order to attract or retain customers, there is no assurance we can successfully control our costs in order to maintain our profit margins. One or more of these factors could have a material adverse effect on our business, financial condition and results of operations.

Current wording

Many of the areas in which we compete evolve rapidly with changing and disruptive technologies (including artificial intelligence and blockchain), shifting user needs, and frequent introductions of new products and services. Competition also may intensify as businesses enter into business combinations and partnerships, which may include periods of exclusivity, and established companies in other segments expand to become competitive with different aspects of our business. In addition, some payment service provider competitors, including those focused on certain peer to peer business cases or specific regional corridors, may choose to become direct participants in local payment schemes, allowing them to offer more attractive fees and therefore to more effectively compete for certain segments or corridors compared to us. Competition could result in a loss of existing customers, and greater difficulty attracting new customers. Furthermore, if competition causes us to reduce the fees we charge in order to attract or retain customers, there is no assurance we can sufficiently reduce our costs in order to maintain our profit margins. Also, the competitive landscape is evolving with both regional and global players broadening their offerings beyond core payments to include financial services like yield and non-financial solutions such as financial management software. One or more of these factors could have a material adverse effect on our business, financial condition and results of operations.

Previous wording

There are a number of payment service providers that offer global payment services, including global treasury banks that serve large corporate accounts; small local banks that focus on serving local SMBs; FX companies that focus on serving SMB importers and exporters; global digital payment platforms like PayPal, Ant Group, Airwallex or Wise; global card networks; Neobanks; SMB-focused business-to-business (“B2B”) payment providers like Bill.com; mass payout service providers that specialize in providing services to enterprises and marketplaces; SMB AP/AR SaaS providers; merchant service providers like Adyen, Braintree and Stripe; and local payment service providers that focus on enabling SMBs in one or more local markets to sell on digital marketplaces globally. In China, for example, we face a highly competitive market with a combination of global digital payment platforms such as WorldFirst and Airwallex and local payment providers including PingPong and LianLian. We are also facing competitive pressure from non-traditional payment service providers and other parties entering the payments industry, such as Google, Apple, Alibaba, Amazon and Meta, who compete in one or more of the functions performed on our payment platform. These companies have significant financial resources and robust networks and are highly regarded by consumers. If these companies gain a greater share of total e-commerce payment transactions or if we are unable to successfully react to changes in the industry spurred by the entry of these new market participants, it could have a material adverse effect on our business, financial condition and results of operations. In addition, cryptocurrencies like Bitcoin and Ethereum; blockchain based payment systems like Ripple; and central bank digital currencies, all have the potential to be used to support cross-border payments and could offer alternatives to businesses and other users and become more significant competition in the future.

Current wording

We are also facing competitive pressure from non-traditional payment service providers and other parties entering the payments industry, such as Google, Apple, Alibaba, Amazon and Meta, who compete in one or more of the functions performed on our payment platform. These companies have significant financial resources and robust networks and are highly regarded by consumers. If these companies gain a greater share of total e-commerce payment transactions or if we are unable to successfully react to changes in the industry spurred by the entry of these new market participants, it could have a material adverse effect on our business, financial condition and results of operations. In addition, cryptocurrencies like Bitcoin and Ethereum; blockchain based payment systems like Ripple; central bank digital currencies; and stablecoin solutions, all have the potential to be used to support cross-border payments and could offer alternatives to businesses and other users and become more significant competition in the future.

Previous wording

If we are not able to differentiate our products and services from those of our competitors, price our products competitively, provide added value to our customers, or effectively and efficiently align our resources with our goals and objectives, we may not be able to compete effectively in the market.

Current wording

If we are not able to differentiate our products and services from those of our competitors, price our products competitively, provide added value to our customers, develop innovative products, or effectively and efficiently align our resources with our goals and objectives, we may not be able to compete effectively in the market.

Previous wording

We have been, and may in the future be, subject to liability for fraudulent transactions, including electronic payments and card transactions or credits initiated by customers. Examples of fraud include when a party knowingly uses a stolen or counterfeit credit, debit or prepaid card, card number or other credentials to record a false sales transaction, processes an invalid card or intentionally fails to deliver the merchandise or services sold in an otherwise valid transaction. In addition, we are subject to the risk that our employees, counterparties or third-party service providers commit fraudulent activity against us or our customers. Bad actors and criminals around the world are using increasingly sophisticated methods to engage in illegal activities, including those involving personal data, such as counterfeiting, account takeover, fraud, unauthorized use of another’s identity or payment information, unauthorized acquisition or use of credit or debit card details and other fraudulent use of another’s identity or information. It is possible that incidents of fraud could increase in the future. Failure to effectively manage risk and prevent fraud, or otherwise effectively administer our chargeback responsibilities, would increase our chargeback liability and exposure to fines or other liabilities and could result in the loss of banking relationships or other operational relationships or expose us to the other risks associated with

Current wording

We have been, and may in the future be, subject to liability for fraudulent transactions, including electronic payments and card transactions or credits initiated by customers. Examples of fraud include when a party knowingly uses a stolen or counterfeit credit, debit or prepaid card, card number or other credentials to record a false sales transaction, processes an invalid card or intentionally fails to deliver the merchandise or services sold in an otherwise valid transaction. In addition, we are subject to the risk that our employees, counterparties or third-party service providers commit fraudulent activity against us or our customers. Bad actors and criminals around the world are using increasingly sophisticated methods to engage in illegal activities, including those involving personal data, such as counterfeiting, account takeover, fraud, unauthorized use of another’s identity or payment information, unauthorized acquisition or use of credit or debit card details and other fraudulent use of another’s identity or information. Identity thieves and those committing fraud, may use stolen or fabricated credit card or bank account details, or other deceptive or malicious practices, including unauthorized access of bank accounts, and can potentially steal significant amounts of money from businesses like ours. It is possible that incidents of fraud could increase in the future. In configuring our services, we face an inherent trade-off between security and customer convenience. Failure to effectively manage risk and prevent fraud, or otherwise effectively administer our chargeback responsibilities, would increase our chargeback liability and exposure to material fines or other liabilities and could result in the loss of banking relationships or other operational relationships or expose us to the other risks associated with failure or perceived failure to comply with regulations described elsewhere in this Risk Factors section. The above could have a material adverse effect on our business, results of operations and financial condition.

Previous wording

When our products and services are used to process illegitimate transactions, and we settle those funds to recipients and are unable to recover them, we suffer losses and liability. The use of our payment services for illegal or improper uses has and may from time to time subject us to fines which may be material, claims, or government and regulatory investigations, inquiries, or requests that could result in liability and reputational harm for us. These types of illegitimate, as well as unlawful, transactions can also expose us to governmental and regulatory sanctions in various jurisdictions (including U.S. anti-money laundering and economic sanctions violations). Certain activity that may be legal in one jurisdiction may be illegal in another jurisdiction, and a customer may be found responsible for intentionally or inadvertently importing or exporting illegal goods, resulting in liability for us. Changes in applicable laws and regulations have increased the penalties for intermediaries providing payment services for certain illegal activities, and government authorities may consider additional payments-related proposals from time to time. Owners of intellectual property or government authorities may seek to bring legal action against providers of payments solutions, including Payoneer, that may provide payment services in connection with the sale of products that actually or allegedly infringe, misappropriate or otherwise violate intellectual property. Any threatened or resulting claims could result in reputational harm, and any resulting liabilities, loss of transaction volume, or increased costs could materially harm our business.

Current wording

We offer our payment services to a large number of customers. We are responsible for vetting and monitoring these customers and determining whether the transactions we process for them are lawful and legitimate. Our payment services are susceptible to potentially illegal or improper uses, including money laundering, terrorist financing, illegal online gambling, fraudulent or illegal sales of goods or services, illegal sales of drugs and related business products, pharmaceuticals, cigarettes, weapons, obscene or pornographic materials, or the facilitation of other illegal activity. The highly automated nature of, and liquidity offered by, our payment services make us a target for illegal or improper uses, including the above activities. When our products and services are used to process illegitimate transactions, and we settle those funds to recipients and are unable to recover them, we suffer losses and liability. The use of our payment services for illegal or improper uses may subject us to material fines, claims, or government and regulatory investigations, inquiries, or requests that could result in liability and reputational harm for us. These types of illegitimate, as well as unlawful, transactions can also expose us to governmental and regulatory sanctions in various jurisdictions (including U.S. anti-money laundering and economic sanctions violations). Certain activity that may be legal in one jurisdiction may be illegal in another jurisdiction, and a customer may be found responsible for intentionally or inadvertently importing or exporting illegal goods, resulting in liability for us. Changes in applicable laws and regulations have increased the penalties for intermediaries providing payment services for certain illegal activities, and government authorities may consider additional payments-related proposals from time to time. Owners of intellectual property or government authorities may seek to bring legal action against providers of payments solutions, including Payoneer, that may provide payment services in connection with the sale of products that actually or allegedly infringe, misappropriate or otherwise violate intellectual property. Threatened or resulting claims could cause reputational harm. Any of the above may result in liabilities, loss of transaction volume, or increased costs which could materially harm our business.

Previous wording

Cyberattacks and security vulnerabilities, unauthorized disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise, or disruption of our services, can result in material harm to our reputation, business, financial condition and results of operations.

Current wording

Cyberattacks and security vulnerabilities, unauthorized disclosure and destruction or modification of data through cybersecurity breaches, computer viruses or otherwise, or disruption of our services, can result in material harm to our reputation, business, financial condition and results of operations.

Previous wording

In conducting our business, we collect, process, transmit, store, use and share sensitive business information and personally identifiable information (“PII”) about our customers, financial institution partners, vendors, and other parties. This information may include account access credentials, credit and debit card numbers, bank account numbers, social security numbers, passport/ID numbers, driver’s license numbers, names and addresses and other types of sensitive business information or PII, including copies of documents thereof. Some of this information is also collected, processed, stored, used, shared and transmitted by our software and financial institution partners, third-party service providers to whom we outsource certain functions and other vendors. We are subject to a number of legal requirements, regulations, contractual obligations and industry standards regarding security, data protection and privacy and any failure to comply with these requirements, regulations, obligations or standards could have a material adverse effect on our reputation, business, financial condition and operating results. We also have certain responsibilities to payment networks and their member financial institutions for any failure, including the failure of our associated third-party service providers, to protect this information. Information security risks for financial and technology companies such as ours have significantly increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties. Because of our position in the payments value chain, we believe that we are likely to continue to be a target of such threats and attacks. Additionally, geopolitical events and resulting government activity could also lead to information security threats and attacks by affected jurisdictions and their sympathizers. As artificial intelligence capabilities continue to evolve, they may be used to identify vulnerabilities and craft sophisticated cybersecurity attacks. Vulnerabilities may be introduced from the use of artificial intelligence by us, our customers, vendors and other business partners and third-party providers. If these attempts are successful it could lead to the compromise of sensitive or confidential business information or PII.

Current wording

In conducting our business, we collect, process, transmit, store, use and share sensitive business information and personally identifiable information (“PII”) about our customers, financial institution partners, vendors, and other parties. This information may include account access credentials, credit and debit card numbers, bank account numbers, social security numbers, passport/ID numbers, driver’s license numbers, names and addresses and other types of sensitive business information or PII, including copies of documents thereof. Some of this information is collected, processed, stored, used, shared and transmitted by our software and financial institution partners, third-party service providers to whom we outsource certain functions and other vendors. We are subject to various legal requirements, regulations, contractual obligations and industry standards regarding security, data protection and privacy and any failure to comply with these requirements, regulations, obligations or standards could have a material adverse effect on our reputation, business, financial condition and results of operations. We also have certain responsibilities to payment networks and their member financial institutions for any failure, including the failure of our associated third-party service providers, to protect this information. Information security risks for financial and technology companies such as ours have significantly increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties. Because of our position in the payments value chain, we believe that we are likely to continue to be a target of such threats and attacks. Additionally, geopolitical events and resulting government activity could also lead to information security threats and attacks by affected jurisdictions and their sympathizers. Further, the growing use of artificial intelligence increases the risk of attacks to our information technology systems and the complexity of the techniques used to obtain unauthorized, improper or illegal access to such systems. As artificial intelligence capabilities continue to evolve, they may be used to identify vulnerabilities and craft sophisticated cybersecurity attacks. Vulnerabilities may be introduced from the use of artificial intelligence by us, our customers, vendors and other business partners and third-party providers. If these attempts are successful, it could lead to the compromise of sensitive or confidential business information or PII.

Previous wording

party attempts to identify and exploit system vulnerabilities, and/or penetrate or bypass our security measures, in order to gain unauthorized access to our platform and systems. Our computer systems could be, and the computer systems of our third-party service providers and software partners, as well as those of other entities, have been and in the future could be subject to breaches, and our data protection measures may not prevent unauthorized access. These attempts can lead to the compromise of sensitive or confidential business information or PII or result in the accounts of our customers being otherwise compromised, leading to financial losses to our customers or to our business. The techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and are often difficult to detect. The systems and procedures we have in place to defend against intrusion and attack and to protect our data may not be sufficient to counter all current and emerging technology threats.

Current wording

In addition, our products, services and customers may themselves be targets of cyberattacks that attempt to sabotage or otherwise disable them, and the defensive and preventative measures we take ultimately may not be able to effectively detect, prevent, or protect against or otherwise mitigate losses from all cyberattacks. We have in the past, and may in the future, be the target of malicious third-party attempts to identify and exploit system vulnerabilities, and/or penetrate or bypass our security measures, in order to gain unauthorized access to our platform and systems. Our computer systems could be, and the computer systems of our third-party service providers and software partners, as well as those of other entities, have been and in the future could be subject to breaches, and our data protection measures may not prevent unauthorized access. These attempts can lead to the compromise of sensitive or confidential business information or PII or result in the accounts of our customers or our accounts being otherwise compromised, leading to financial losses to our customers or to our business. The techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently as described above and are often difficult to detect. The systems and procedures we have in place to defend against intrusion and attack and to protect our data may not be sufficient to counter all current and emerging technology threats. Remote operations create an additional risk of attack while decreasing our ability to monitor.

Previous wording

In addition, increased remote operations creates an additional risk of attack while decreasing our ability to monitor. Threats to our systems and associated third-party systems can originate from human error, fraud or malice on the part of employees or third-parties, or simply from accidental technological failure. Computer viruses and other malware can be distributed and could infiltrate our systems or those of third-party service providers. In addition, denial of service attacks, phishing scams, social engineering, ransomware theft, cyber-attacks created through or due to use of artificial intelligence or other attacks could be launched against us or our customers for a variety of purposes, including to interfere with our services or create a diversion for other malicious activities. Our defensive measures and training may not prevent unplanned downtime, unauthorized access or unauthorized use of sensitive business data or PII.

Current wording

Threats to our systems and associated third-party systems can originate from human error, fraud or malice on the part of employees or third-parties, or simply from accidental technological failure. Computer viruses and other malware can be distributed and could infiltrate our systems or those of third-party service providers. In addition, denial of service attacks, phishing scams, social engineering, ransomware theft, and cyber-attacks, including those created through or due to use of artificial intelligence or other attacks could be launched against us or our customers for a variety of purposes, including to interfere with our services or create a diversion for other malicious activities. Our defensive measures and training may not prevent unplanned downtime, unauthorized access or unauthorized use of sensitive business data or PII.

Previous wording

Use of technologies based on artificial intelligence by our employees, whether authorized or unauthorized, may increase the risk that PII, our intellectual property and other proprietary information will be unintentionally disclosed, compromised, or that we may infringe on the intellectual property rights of others. We could also be subject to liability for claims relating to misuse of PII, such as unauthorized marketing purposes and violation of consumer protection or data privacy laws. In addition, federal, state and foreign rules and regulations may require us to notify authorities as well as individuals of data security incidents involving certain types of PII or information technology systems. In addition, we have agreed in certain agreements to take certain protective measures to ensure the confidentiality of customer data. The costs of systems and procedures associated with such protective measures may increase and could adversely affect our ability to compete effectively. Any failure to adequately enforce or provide these protective measures could result in liability, protracted and costly litigation, governmental and card network intervention and fines and, with respect to misuse of PII of our customers, lost revenue and reputational harm.

Current wording

Use of technologies based on artificial intelligence by our employees or third-party service providers, whether authorized or unauthorized, may increase the risk that PII, our intellectual property and other proprietary information will be unintentionally disclosed, compromised, or that we may infringe on the intellectual property rights of others. The use of artificial intelligence for code generation introduces inherent risks, as AI-generated code may contain vulnerabilities and insecure patterns, reuse vulnerable or outdated components, or fail to align with the organization’s architecture, and threat model. We could also be subject to liability for claims relating to misuse of PII, such as unauthorized marketing purposes and violation of consumer protection or data privacy laws. In addition, federal, state and foreign rules and regulations require us to notify authorities as well as individuals of data security incidents involving certain types of PII or information technology systems. In addition, we have agreed in certain agreements to take certain protective measures to ensure the confidentiality of customer data. The costs of systems and procedures associated with such protective measures may increase and could adversely affect our ability to compete effectively. Any failure to adequately enforce or provide these protective measures could result in liability, protracted and costly litigation, governmental and card network intervention and material fines and, with respect to misuse of PII of our customers, lost revenue and reputational harm, any of which may materially adversely affect our business, financial condition or results of operations.

Previous wording

remediate the incident, expose us to unbudgeted or uninsured liability, disrupt our operations (including potential service interruptions), divert management focus away from other priorities, increase our risk of regulatory scrutiny, result in the imposition of penalties and fines under state, federal and foreign laws or by card schemes and adversely affect our regulatory licenses and banking relationships. Further, if we were to be removed from networks’ lists of Payment Card Industry Data Security Standard, our existing customers and financial institution partners or other third parties may cease using our services.

Current wording

Any type of security breach, attack or misuse of data, whether experienced by us or an associated third-party, could harm our reputation or deter existing or prospective customers from using our services, increase our operating expenses in order to contain and remediate the incident, expose us to unbudgeted or uninsured liability, disrupt our operations (including potential service interruptions), divert management focus away from other priorities, increase our risk of regulatory scrutiny, result in the imposition of material penalties and fines under state, federal and foreign laws or by card schemes and adversely affect our regulatory licenses and banking relationships, any of which may materially adversely affect our business, financial condition or results of operations. Further, if we were to be removed from networks’ lists of Payment Card Industry Data Security Standard, our existing customers and financial institution partners or other third parties may cease using our services.

Previous wording

Some of these third-party service providers and vendors provide similar services and technology to our competitors, and we do not have long-term or exclusive contracts with them. Our systems and operations or those of our third-party service providers and software providers could be exposed to damage or interruption from, among other things, fire, natural disaster, power loss, telecommunications failure, unauthorized entry, computer viruses, denial-of-service attacks, cyber-attacks, acts of terrorism, human error, vandalism or sabotage, financial insolvency, bankruptcy and similar events. In addition, we may be unable to renew our existing contracts with our most significant service providers or they may stop providing or otherwise supporting the products and services we obtain from them, and we may not be able to obtain these or similar products or services on the same or similar terms as our existing arrangements, if at all. Our third-party service providers might fail to perform their obligations and provide the products and services we obtain from them in a timely manner for any reason. The above could materially adversely affect our operations and profitability due to, among other consequences: loss of revenues; loss of customer data, including PII; fines imposed by payment networks; harm to our business or reputation resulting from negative publicity; exposure to fraud losses or other liabilities; additional operating and development costs; or diversion of management, technical and other resources.

Current wording

Some of these third-party service providers and vendors provide similar services and technology to our competitors, and we do not have long-term or exclusive contracts with them. Our systems and operations or those of our third-party service providers and software providers could be exposed to damage or interruption from, among other things, fire, natural disaster, power loss, telecommunications failure, unauthorized entry, computer viruses, denial-of-service attacks, cyber-attacks, acts of terrorism, human error, vandalism or sabotage, financial insolvency, bankruptcy and similar events. In addition, we may be unable to renew our existing contracts with our most significant service providers or they may stop providing or otherwise supporting the products and services we obtain from them, and we may not be able to obtain these or similar products or services on the same or similar terms as our existing arrangements, if at all. Our third-party service providers might fail to perform their obligations and provide the products and services we obtain from them in a timely manner for any reason. The above could materially adversely affect our operations and profitability due to, among other consequences: loss of revenues; loss of customer data, including PII; material fines imposed by payment networks; harm to our business or reputation resulting from negative publicity; exposure to fraud losses or other liabilities; additional operating and development costs; or diversion of management, technical and other resources.

Previous wording

Inflation can have a major impact on our results of operations. Inflation decreases the value of money and can erode the purchasing power of individuals and businesses, making it more difficult for them to afford goods and services, and requiring them to spend a larger share of their wallet on essential purchases. Therefore, the growth in the e-commerce market and cross-border trading may be adversely affected by a high inflation environment, such as the one seen in the U.S. in recent years, which can be further exacerbated by macroeconomic changes (such as the tariffs recently imposed or threatened by certain countries), and subsequently the volumes flowing through our platforms and earnings can be materially adversely impacted. Additionally, high or rapidly increasing inflation can also lead to uncertainty and instability in financial markets in general, which can materially adversely impact our financial performance.

Current wording

Inflation can have a major impact on our results of operations. Inflation decreases the value of money and can erode the purchasing power of individuals and businesses, making it more difficult for them to afford goods and services, and requiring them to spend a larger share of their wallet on essential purchases. Therefore, any growth in the e-commerce market and cross-border trading may be adversely affected by a high inflation environment, such as the one seen in the U.S. in recent years, which can be further exacerbated by macroeconomic changes (such as the tariffs imposed by certain countries during 2025 and in recent months), and subsequently the volumes flowing through our platforms and earnings can be materially adversely impacted. Additionally, high or rapidly increasing inflation can also lead to uncertainty and instability in financial markets in general, which can materially adversely impact our financial performance.

Previous wording

Our rate of revenue growth has slowed at times in the past and may decline in the future, and it may slow or decline more quickly or materially than we expect for a variety of reasons, including as a result of the risks described herein. Our customers have no obligation to continue to use our services, and we cannot assure you that they will. The difficulty and costs associated with switching to a competitor may not be significant for many of the services we offer. Our customers’ payment processing activity with us may decrease for a variety of reasons, including customers’ level of satisfaction with our products and services, our pricing and the pricing and quality of competing products or services, the effects of global economic conditions, or reductions in the level of buyers transacting with our customers.

Current wording

Our rate of revenue growth has slowed at times in the past and may decline in the future, and it may slow or decline more quickly or materially than we expect for a variety of reasons, including as a result of the risks described herein. Our customers have no obligation to continue to use our services, and we can have no assurance that they will. The difficulty and costs associated with switching to a competitor may not be significant for many of the services we offer. Our customers’ payment processing activity with us may decrease for a variety of reasons, including customers’ level of satisfaction with our products and services, our pricing and the pricing and quality of competing products or services, the effects of global economic conditions, or reductions in the level of buyers transacting with our customers for various reasons, including as a result of changes in their underlying business models or endmarkets, such as increased automation and the implementation of artificial intelligence, which could over time reduce demand for certain service-based offerings. For example, we target a broad range of businesses that provide services to other businesses—such as IT, marketing, and remote customer care. These sectors could face disruption as artificial intelligence enables companies to handle such functions internally, reducing reliance on outsourced services. This shift may affect the overall addressable market and consequently could adversely impact our revenues.

Previous wording

In addition, the growth of our business depends in part on existing customers expanding their use of our products and services. If we are unable to encourage customers to broaden their use of our services, our growth may slow or stop, and our business may be materially adversely affected. The growth of our business also depends on our ability to attract new customers, to encourage larger customers to use our products and services, and to introduce successful new products and services. We have invested and will continue to invest in improving our platform in order to offer better or new features, products and services, but if those features, products and services fail to be successful, our growth may materially slow or decline.

Current wording

In addition, the growth of our business depends in part on existing customers expanding their use of our products and services. If we are unable to encourage customers to broaden their use of our services, our growth may slow or stop, and our business may be materially adversely affected. The growth of our business also depends on our ability to attract new customers, to encourage larger customers to use our products and services, and to introduce successful new products and services. We have invested and will continue to invest in our platform in order to offer enhanced or new features, products and services, but if those features, products and services fail to be successful, our growth may materially slow or decline.

Previous wording

Failure to protect, enforce and defend our intellectual property rights, which may diminish our competitive advantages or interfere with our ability to market and promote our products and services, and claims that we infringe, misappropriate or otherwise violate third parties’ intellectual property rights, could have a material adverse effect on our business. We also use open-source software and may be subject to claims from licensors related to ownership and use rights.

Current wording

Failure to protect, enforce and defend our intellectual property rights, which may diminish our competitive differentiators or interfere with our ability to market and promote our products and services, and claims that we infringe, misappropriate or otherwise violate third parties’ intellectual property rights, could have a material adverse effect on our business. Our use of open-source software may subject us to claims from licensors related to ownership and use rights.