Payoneer Global Inc.

For the period ended Dec 31, 2025. Filed Feb 26, 2026.

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 26, 2026

PAYO$7.16+0.1%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits, Financial Statement Schedules

Financial Statements

See Index to Consolidated Financial Statements in “Financial Statements and Supplementary Data.”

Financial Statement Schedules

All financial statement schedules have been omitted as the information is not required under the related instruction or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements.

Exhibits

The exhibits to this report are listed in the exhibit index below.

Exhibit Index

(b)*Exhibits.*The following exhibits are being followed herewith:

Exhibit No.		Description of Exhibit
3.1		Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on June 17, 2025).
3.2		Amended and Restated Bylaws for the Company (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed with the SEC on June 17, 2025).
4.1		Specimen Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Form S-4 filed with the SEC on May 25, 2021).
4.2*		Description of Registered Securities.
10.1		Payoneer 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to the Company Form 8-K filed with the SEC on July 1, 2021).
10.2		New Payoneer 2021 Omnibus Incentive Plan (included as Exhibit 10.7 to the Form 8-K filed with the SEC on July 1, 2021).
10.3		Israeli Sub-Plan to Payoneer Global Inc. 2021 Omnibus Incentive Plan (included as Exhibit 99.2 to the Form S-8 filed with the SEC on September 9, 2021).
10.4		Form of Indemnification Agreement (included as Exhibit 10.8 to the Form 8-K filed with the SEC on July 1, 2021).
10.5		Receivables Loan and Security Agreement (included as Exhibit 1.1 to the Form 8-K filed with the SEC on November 3, 2021).†
10.6		Amended and Restated Non-Employee Directors Compensation Plan (included as Exhibit 10.1 to the Form 8-K filed with the SEC on February 24, 2025).
10.7		Employment Agreement with John Caplan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on May 25, 2022).
10.8		Employment Agreement with Tsafi Goldman (included as Exhibit 10.15 to the Form 10-K filed with the SEC on February 28, 2023).
10.9		Employment Agreement with Bea Ordonez (included as Exhibit 10.19 to the Company’s Form 10-K filed with the SEC on February 28, 2023).†
10.10		Amendment #1 to Employment Agreement with John Caplan (included as Exhibit 10.20 to the Company’s Form 10-K filed with the SEC on February 28, 2023).
10.11		Transition Agreement with Scott Galit (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed with the SEC on May 8, 2024.)†
10.12		Amendment to #1 Transition Agreement with Scott Galit (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed with the SEC on August 7, 2024.)
10.13		Supplement and Amendment No. 2 to Transition Agreement with Scott Galit (incorporated by reference to exhibit 10.1 to the Form 10-Q filed with the SEC on August 6, 2025).†
10.14		Payoneer Global Inc. Change in Control Severance Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on December 3, 2025).
10.15		Payoneer Global Inc. Change in Control Severance Plan Participation Agreement Form (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on December 3, 2025).
14.1		Code of Conduct and Ethics of the Company, dated June 25, 2021, as amended (included as Exhibit 14.1 to the Company’s Form 10-K filed with the SEC on February 28, 2024).
19.1		Insider trading policies and procedures (included as exhibit 19.1 to the Company’s Form 10-K filed with the SEC on February 27, 2025)
21.1*		List of Subsidiaries.
23.1*		Consent of Independent Registered Public Accounting Firm — Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited.
31.1*		Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.
31.2*		Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.
32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97		Policy Relating to Recovery of Erroneously Awarded Compensation (included as exhibit 97 to the Company’s Form 10-K filed with the SEC on February 28, 2024.).
101.INS*		iXBRL Instance Document
101.SCH*		iXBRL Taxonomy Extension Schema Document
101.CAL*		iXBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		iXBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		iXBRL Taxonomy Extension Label Linkbase Document
101.PRE*		iXBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101).

*	Filed herewith.

**	Furnished herewith.

†	Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.