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Payoneer Global Inc.

For the period ended Jun 9, 2026. Filed Apr 27, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 9, 2026 · Filed Apr 27, 2026

Use the contents to explore the available documents and sections.

PAYO$7.15-0.3%Stored close · as of Nov 6, 2026
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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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Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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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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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee previously paid with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Message from our CEO

Dear Stockholders,

2025 was a pivotal year for Payoneer. Our targeted strategy and operational discipline drove record financial results, with revenue of $1.05 billion up 8%, and 14% excluding interest income, and over $233 million in operating cash flow. We expanded our regulatory infrastructure with the acquisition of a licensed China-based payment service provider, Easylink Payment Co. Ltd, now Payoneer Payments (Guangdong) Co., Ltd, positioning us to better service our customers in China as they export globally. We made significant enhancements to our financial stack, including through our partnership with Stripe to expand and improve our Checkout offering. And, we returned $175 million of capital to shareholders through share repurchases at a weighted average price of $6.41, taking advantage of the discount between the intrinsic value of our company and the market value of our shares in a volatile market.

We entered 2026 with strong business momentum and an accelerating innovation pipeline. In January 2026 we deepened and broadened our workforce management capabilities through the acquisition of Boundless, and received in-principle authorization as a Payment Aggregator-Cross Border (PA-CB) in India, a key milestone in further extending our regulatory footprint and enabling us to provide broader end-to-end solutions to our customers in India. In February we also announced the launch of a suite of stablecoin capabilities, and that we have filed an application with the OCC to establish an uninsured national trust bank in the United States in support of our stablecoin strategy, as we seek to drive innovation in global money movement.

We deeply value the insights and perspectives our stockholders have on our business performance and corporate governance framework, and proactively seek their input. In Fall of 2025, for the second year running, we conducted outreach with several of our largest shareholders focused on corporate governance and executive compensation. We were pleased to have this dialogue and appreciated the support they expressed for efforts we have made to strengthen these areas in recent years.

The Annual Meeting of Stockholders will be held on June 9, 2026, 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/​PAYO2026, 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

Notice of annual meeting of stockholders

to be held virtually on June 9, 2026, at 8.00 a.m. (Eastern Time)

April 27, 2026​

Dear Stockholder:

You are cordially invited to attend the 2026 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 9, 2026, at 8.00 a.m. (Eastern Time), for the following purposes:

To elect the three nominees for Class II directors to serve until the 2027 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, 2026;

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To conduct a non-binding advisory vote to approve named executive officer compensation; 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 13, 2026 (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 needing to travel to attend an in-person meeting. We believe this continues to be 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/PAYO2026.

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 9, 2026. This Proxy Statement and the Company’s 2025 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 27, 2026, we mailed an Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access our Annual Meeting Proxy Statement and 2025 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.

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