Payoneer Global Inc.

Previous wording

Payoneer is a financial technology company purpose-built to enable the world’s small and medium-sized businesses (“SMB(s)”) to grow and operate their businesses around the world by reliably and securely connecting them to the global digital economy. Payoneer’s financial stack makes it easier for millions of SMBs and entrepreneurs, particularly in emerging markets, to access global demand and supply, pay and get paid, and manage their cross border and other needs from a single platform. Our financial stack provides a suite of cross-border accounts receivable (AR) and accounts payable (AP) capabilities, including multicurrency account capabilities, and includes services such as working capital and funds management. Payoneer’s core value proposition is that we remove the complexity and barriers of doing business across borders for our customers. With a multi-currency Payoneer Account, businesses and entrepreneurs around the world can serve and transact with their overseas customers, suppliers, vendors, contractors, and partners as if they were local.

Current wording

Payoneer is a financial technology company purpose-built to enable the world’s small and medium-sized businesses (“SMB(s)”) to grow and operate their businesses around the world by reliably and securely connecting them to the global digital economy. Payoneer was founded in 2005 and in the 20+ years since the Company’s founding, we have built a global financial stack that makes it easier for millions of SMBs and entrepreneurs, particularly in emerging markets, to access global demand and supply, pay and get paid, and manage their cross border and other financial operations needs from a single platform. Payoneer’s core value proposition is that we remove the complexity and barriers of doing business across borders for our customers. With a multi-currency Payoneer Account, businesses around the world can serve and transact with their global customers, suppliers, vendors, and partners as if they were local.

Previous wording

Our customers have trusted the Payoneer platform to process $22.3 billion and $20.4 billion in volume during the three months ended September 30, 2025 and 2024, respectively, and $62.7 billion and $57.6 billion in volume during the nine months ended September 30, 2025 and 2024, respectively.

Current wording

Our customers have trusted the Payoneer platform to process $22.8 billion and $19.7 billion in volume during the three months ended March 31, 2026 and 2025, respectively.

Previous wording

We are focused on executing our strategy for growth and capturing the long-term opportunity of serving cross-border SMBs from around the world. However, macroeconomic conditions, including geopolitical and other global events that impact consumer and business spending and behavior, such as, but not limited to, the interest rate environment, inflation, changes in global trade policies (including the imposition of tariffs), local political instability, global health crises, supply chain dislocations, regional and other conflicts, including the ongoing war in Ukraine and Israel’s conflicts in the Middle East, and disruptions and instability and regulatory changes in the banking sector may impact our customers, providers, banking partners and relationships and ultimately the amount of volume processed on our platform which may affect our results of operations. For example, the recent imposition of significant trade policy measures and tariffs by the U.S. government, including but not limited to tariffs on China, has introduced increased uncertainty and potential risks and opportunities for both our customers and our business. The long-term effects of these and any future trade actions on the global economy and our business remain uncertain. These developments could have a material adverse impact on our financial results in any given reporting period. We continue to monitor evolving trade policies and will evaluate potential impacts on our financial statements as more information becomes available.

Current wording

We are focused on executing our strategy for growth and capturing the long-term opportunity of serving cross-border SMBs from around the world. However, macroeconomic conditions, including geopolitical and other global events that impact consumer and business spending and behavior, such as, but not limited to, the interest rate environment, inflation, evolving changes in global trade policies (including the imposition of tariffs), local political instability, global health crises, supply chain dislocations, regional and other conflicts, including the ongoing war in Ukraine, the U.S. and Israel’s war with Iran, Israel’s other conflicts in the Middle East and the volatility in the region, and disruptions and instability and regulatory changes in the banking sector may impact our customers, providers, banking partners and relationships and ultimately the amount of volume processed on our platform which may affect our results of operations. For example, the imposition of significant trade policy measures and tariffs by the U.S. government, including but not limited to tariffs on China, has introduced increased uncertainty and potential risks and opportunities for both our customers and our business. The long-term effects of these and any future trade actions on the global economy and our business remain uncertain. These developments could have a material adverse impact on our financial results in any given reporting period. We continue to monitor evolving trade policies and will evaluate potential impacts on our financial statements as more information becomes available.

Previous wording

As we increase the utility of the Payoneer Account, we have grown customer funds on our platform over a multi-year period to $7.1 billion as of September 30, 2025. Through 2023, the U.S. Federal Reserve raised the target benchmark interest rate to 525 to 550 basis points. Coupled with continued growth in customer balances, this drove a significant increase in the interest income revenue we earn on our customer funds. During 2024, the U.S. Federal Reserve cut the benchmark interest rate by 100 basis points to a target range of 425 to 450 basis points. During 2025, the U.S. Federal Reserve cut the benchmark interest rate by 50 basis points to a target range of 375 to 400 basis points. While there remains uncertainty as to the timing and magnitude of future interest rate changes, we expect to see a negative impact on our revenue from declining interest rates over the medium-term. Through September 30, 2025 we have invested $1.8 billion of our customer funds in both available-for-sale debt securities and term deposits to reduce our sensitivity to declines in short term interest rates, and have purchased interest rate derivative contracts with respect to $1.9 billion in customer funds to provide a floor against the impact of interest rate declines below levels defined in the relevant interest rate derivative instruments.

Current wording

Although the timing, magnitude and changes in interest rates remains uncertain, a decline in interest rates would negatively impact our interest income. In response, to reduce our sensitivity to declines in short term interest rates we have invested $1.8 billion of our customer funds in both available-for-sale debt securities and term deposits to reduce our sensitivity to declines in short term interest rates, and have purchased interest rate derivative contracts with respect to $2.2 billion in customer funds to provide a floor against the impact of interest rate declines below levels defined in the relevant interest rate derivative instruments.

Previous wording

Impact of Israel’s Conflicts in the Middle East

Current wording

Impact of Conflicts in the Middle East

Previous wording

In October 2025, a ceasefire between Israel and Hamas entered into effect, to end a two-year long war that started on October 7, 2023. The war also involved conflicts between Israel and Hezbollah, Iran and other proxies of the Iranian regime. During the war, we continued to operate our business and serve our customers around the world and, to date, our ability to support customers has not been materially impacted. We continue to monitor the situation closely and benefit from our broad geographic footprint, partially outsourced operations model, and a robust business continuity plan. Additionally, our technology infrastructure has redundancy in place outside of Israel. Approximately 51% of our global employee base is located in Israel, including approximately 82% of our research and development resources. At this time, an insignificant portion of our Israeli workforce have been called to military reserve duty and we have contingencies in place to cover impacted roles and responsibilities.

Current wording

In October 2025, a ceasefire between Israel and Hamas entered into effect, to end a two-year long war between them that started on October 7, 2023. Conflicts between Israel and Hezbollah, Iran and other proxies of the Iranian regime, however, continued into 2026, including the U.S. and Israel’s war with Iran that broke out in February 2026. During the ongoing conflicts in the region, we continued to operate our business and serve our customers around the world and, to date, our ability to support customers has not been materially impacted. We continue to monitor the situation closely and benefit from our broad geographic footprint, partially outsourced operations model, and a robust business continuity plan. Additionally, our technology infrastructure has redundancy in place outside of Israel. Approximately 49% of our global employee base is located in Israel, including approximately 77% of our research and development resources, as of March 31, 2026. An insignificant portion of our Israeli workforce were called to military reserve duty and we have contingencies in place to cover impacted roles and responsibilities.

Previous wording

A resurgence of the conflict may continue to impact economic activity in the region and could impact revenues from customers located in Israel. Our revenue derived from customers based in Israel was insignificant for the three and nine months ended September 30, 2025 and is included within revenues from Europe, Middle East, and Africa within Note 15 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

Our revenue derived from customers based in Israel was insignificant for both the three months ended March 31, 2026 and 2025, respectively, and is included within revenues from Europe, Middle East, and Africa within Note 15 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

Despite the recent ceasefire, the state of the conflict remains highly uncertain and could reignite, worsen or expand which could, in turn, further impact economic conditions in Israel and in the broader region. At this time, it is difficult to assess the impact a continuation of the war may have on our future results of operations. Any escalation, expansion, or prolonged continuation of the conflict has the potential to impact our operations as well as to negatively impact the broader global economy and may have a material adverse effect on our results of operations.

Current wording

The volatility in the region remains high, and the state of the conflict continues to evolve, which could continue to adversely affect economic conditions in Israel and in the broader region, and could impact revenues from customers located in Israel. At this time, it is difficult to assess the full impact that the ongoing regional conflicts may have on our future results of operations. Any escalation, expansion, or a prolonged continuation of the conflicts, including a prolonged period of disruption in global oil supply, has the potential to impact our operations as well as negatively impact the broader global economy, including the e-commerce sector, and may have a material adverse effect on the results of our operations.

Previous wording

The ongoing war between Ukraine and Russia, resulted in economic sanctions on Russia, Belarus, and certain territories in Ukraine. We provide services to customers in Ukraine and in jurisdictions that are or may be impacted by these economic sanctions. We do not provide services to customers in Russia, and we have limited our payment services to Belarus customers. We maintain a robust transaction monitoring program designed to comply with imposed sanctions and to monitor the impact the conflict may have on our results of operations. Our revenues in Ukraine have remained relatively stable as a percentage of our business. For the three and nine months ended September 30, 2025, Ukraine and Belarus, combined, accounted for less than 10% of our revenue, of which Belarus accounted for less than 1% of our revenue. Further escalation of the conflict may have a material effect on our results of operations.

Current wording

The ongoing war between Ukraine and Russia, resulted in economic sanctions on Russia, Belarus, and certain territories in Ukraine. We provide services to customers in Ukraine and in jurisdictions that are or may be impacted by these economic sanctions. We do not provide services to customers in Russia, and we have limited our payment services to Belarus customers. We maintain a robust transaction monitoring program designed to comply with imposed sanctions and to monitor the impact the conflict may have on our results of operations. Our revenues in Ukraine have remained relatively stable as a percentage of our business. For the three months ended March 31, 2026, Ukraine and Belarus, combined, accounted for less than 10% of our revenue, of which Belarus accounted for less than 1% of our revenue. Further escalation of the conflict may have a material effect on our results of operations.

Previous wording

On April 9, 2025, Payoneer acquired 100% of the outstanding equity of Payeco Finance Information Holding Corporation, the parent company of EasyLink Payment Co., Ltd., a licensed China based payment service provider. The acquisition strengthens Payoneer’s global regulatory infrastructure and positions it to better serve China-based customers with enhanced and localized products and services.

Current wording

On April 9, 2025, Payoneer acquired 100% of the outstanding equity of Payeco Finance Information Holding Corporation, the parent company of EasyLink Payment Co., Ltd. (now Payoneer Payments (Guangdong) Co., Ltd.), a licensed China based payment service provider. The acquisition strengthens Payoneer’s global regulatory infrastructure and positions it to better serve China-based customers with enhanced and localized products and services.

Previous wording

Revenues were $270.9 million and $778.1 million for the three and nine months ended September 30, 2025, an increase of $22.6 million and $62.1 million, or 9%, respectively, compared to the prior-year period. This increase in revenue was comprised of an increase in SMB revenue, including $13.0 million and $42.8 million from B2B SMBs, $12.2 million and $28.7 million from SMBs that sell on marketplaces, and $3.0 million and $10.3 million from SMBs selling DTC, for the three and nine months ended September 30, 2025, respectively. This growth in SMB revenue was driven by certain monetization initiatives, continued adoption of our high value services, and ongoing growth in high take rate regions. This increase in revenues was partially offset by a decrease of $5.6 million and $20.4 million in interest income earned on customer balances for the three and nine months ended September 30, 2025, respectively, resulting from modestly lower interest rates, and partially offset by an increase in customer balances held on our platform compared to the prior year period.

Current wording

Revenues were $261.6 million for the three months ended March 31, 2026, an increase of $15.0 million, or 6%, compared to the prior-year period. This increase in revenue was primarily comprised of an increase in SMB revenue, including $12.0 million from B2B SMBs, $4.4 million from SMBs that sell on marketplaces, and $3.3 million from SMBs selling DTC. This growth in SMB revenue was driven by continued adoption of our high value services, ongoing growth in high value regions and certain monetization initiatives. This increase in revenues was partially offset by a decrease of $6.4 million in interest income earned on customer balances, resulting from modestly lower interest rates, and partially offset by an increase in customer balances held on our platform compared to the prior year period.

Previous wording

Transaction costs were $42.5 million for the three months ended September 30, 2025, an increase of$4.4 million, or 12%, compared to the prior-year period driven primarily by an increase of $4.8 million in bank and processor fees and $2.0 million in card network fees partially offset by a reduction of $1.4 million in chargeback and operational losses. The increase in transaction costs outpaced the increase in total volume due to shift toward products with higher cost per transaction.

Current wording

Transaction costs were $35.2 million for the three months ended March 31, 2026, a decrease of$4.1 million, or 11%, compared to the prior-year period driven primarily by a decrease of $2.7 million in Network fees and a decrease of $1.2 million in Capital advance costs. The decrease in transaction costs outpaced the increase in total volume due to more favorable terms from financial institutions, payment processors and network providers.

Previous wording

Other operating expenses were $40.4 million for the three months ended September 30, 2025, a decrease of $4.5 million, or 10%, compared to the prior-year period, driven primarily by a decrease of $1.3 million in employee compensation, benefits and other employee-related expenses, a decrease of $1.7 million in information technology expenses, a decrease of $1.0 million in third-party contractor expenses and a decrease of $1.5 million in reserves related to ongoing regulatory matters.

Current wording

Other operating expenses were $40.0 million for the three months ended March 31, 2026, adecreaseof$1.6 million, or 4%, compared to the prior-year period, driven primarily by a decrease of $1.0 million in employee compensation, benefits and other employee-related expenses and a decrease of $0.8 million in information technology expenses.

Previous wording

Research and development expenses were $39.9 million for the three months ended September 30, 2025, an increase of $5.2 million, or 15%, compared to the prior-year period, driven by an increase of $2.8 million in employee compensation, benefits and other employee-related expenses in line with an increase in employee headcount, an increase of $1.3 million in third-party contractor expenses and an increase of $1.4 million in information technology expenses, partially offset by an increase of $1.7 million in employee compensation costs capitalized as internal use software in connection with ongoing investments in our platform infrastructure.

Current wording

Research and development expenses were $43.3 million for the three months ended March 31, 2026, anincreaseof$6.1 million, or 16%, compared to the prior-year period, driven primarily by an increase of $5.7 million in employee compensation, benefits and other employee-related expenses, an increase of $1.6 million in third-party contractor expenses and an increase of $1.3 million in information technology expenses. This increase was partially offset by an increase of $3.2 million in employee compensation costs capitalized as internal use software in connection with ongoing investments in our platform infrastructure.

Previous wording

Sales and marketing expenses were $59.5 million for the three months ended September 30, 2025, an increase of $7.2 million, or 14%, compared to the prior-year period, driven primarily by an increase of $2.5 million in employee compensation, benefits and other employee-related expenses in line with an increase in employee headcount and an increase of $4.3 million in expenditures on certain marketing efforts.

Current wording

Sales and marketing expenses were $58.1 million for the three months ended March 31, 2026, anincreaseof $3.4 million, or 6%, compared to the prior-year period, driven primarily by an increase of $2.3 million in expenditures on certain marketing efforts and an increase of $1.3 million in employee compensation, benefits and other employee-related expenses.

Previous wording

General and administrative expenses were $36.1 million for the three months ended September 30, 2025, an increase of $6.4 million, or 22%, compared to the prior-year period, driven predominately by an increase of $4.5 million in employee compensation, benefits and other employee-related expenses primarily due to an increase in employee headcount and an increase of $1.2 million in third-party legal expenses partially offset by a decrease of $2.2 million in M&A related expenses.

Current wording

General and administrative expenses were $36.0 million for the three months ended March 31, 2026, anincreaseof $6.1 million, or 20%, compared to the prior-year period, driven predominately by an increase of $3.7 million in employee compensation, benefits and other employee-related expenses, an increase of $1.1 million in third-party legal expenses, and an increase of $0.6 million in information technology expenses. This increase was partially offset by a net decrease of $0.8 million in indirect tax reserves.

Previous wording

Depreciation and amortization expenses were $16.1 million and $46.1 million for the three and nine months ended September 30, 2025, an increase of $2.6 million and $12.5 million, or 19% and 37%, respectively, compared to the prior-year period, mainly driven by an increase in amortization of internal use of software.

Current wording

Depreciation and amortization expenses were $18.9 million for the three months ended March 31, 2026, anincrease of$4.5 million or 31% compared to the prior-year period, mainly driven by an increase in amortization of internal use of software and depreciation of new purchased fixed assets.

Previous wording

Financial expense, net was $5.8 million for the three months ended September 30, 2025, a decrease of $7.2 million, or 55%, compared to the prior-year period, primarily driven by a $14.7 million loss on warrant repurchase/redemption in the prior year period which did not recur. This effect was offset by a $3.4 million reduction in corporate interest income as a result of lower average invested balances and lower interest rates, as well as a $2.4 million increase on the exchange rate loss during the current period compared to the prior-year period.

Current wording

Financial expense, net was $0.8 million for the three months ended March 31, 2026, a decrease of $0.7 million, or 48%, compared to the prior-year period, primarily driven by a decrease in the exchange rate loss during the current period.

Previous wording

As of September 30, 2025, we had $479.4* *million of cash and cash equivalents.

Current wording

As of March 31, 2026, we had $339.4* *million of cash and cash equivalents.

Previous wording

During the nine months ended September 30, 2025, we repurchased 13,312,218 shares of our common stock for $94.3* million. As of September 30, 2025, a total of $273 *million remained available for future repurchases of our common stock under the program.

Current wording

During the three months ended March 31, 2026, we repurchased 14,343,587 shares of our common stock for $74.6 million, including taxes and fees, of which $1.9 million was not yet settled at period end. As of March 31, 2026, a total of $117.4 million, net of accrued but unpaid excise taxes,* *remained available for future repurchases of our common stock under the program. For a full description of our stock repurchase program, including authorized amounts and expirations, see Note 13 to the condensed consolidated financial statements.

Previous wording

Net cash provided by operating activities was $178.6 million for the nine months ended September 30, 2025, an increase of $47.5 million compared to $131.0 million for the nine months ended September 30, 2024.

Current wording

Net cash provided by operating activities was $51.8 million for the three months ended March 31, 2026, a decrease of $1.9 million compared to $53.7 million for the three months ended March 31, 2025.

Previous wording

Impact of changes in operating assets and liabilities - $80.6 million current period over prior period increase to operating cash flows

Current wording

Impact of changes in operating assets and liabilities - $12.7 million current period over prior period decrease to operating cash flows

Previous wording

Impact of non-cash items - $15.7 million current period over prior period increase to operating cash flows

Current wording

Impact of non-cash items - $11.8 million current period over prior period increase to operating cash flows

Previous wording

During the period ended September 30, 2025, operating cash flows included higher non-cash addbacks to net income to arrive at operating cash flows compared to prior year, consisting primarily of a $12.5 million increase in depreciation and amortization expense and a $10.4 million increase in stock-based compensation expense.

Current wording

During the period ended March 31, 2026, operating cash flows benefitted from higher non-cash addbacks to net income compared to prior year, which consisted primarily of:

Previous wording

Impact of net income - $48.8 million current period over prior period decrease to operating cash flows

Current wording

Impact of net income - $1.0 million current period over prior period decrease to operating cash flows

Previous wording

The overall increase in operating cash flows was offset by a decrease in net income of $48.8 million in the nine months ended September 30, 2025 compared to the prior year period, which was partially the result of $86.2 million of growth in operating expenses, a $23.7 million increase in tax expense, partially offset by an increase of $61.2 million in revenue growth, as discussed in the Results of Operations section above.

Current wording

The decrease in operating cash flows during the three months ended March 31, 2026 was consistent with the decrease in net income of approximately $1.0 million compared to the prior year period. The decline was partially driven by $14.3 of growth in operating expenses and a $2.4 million increase in tax expense, partially offset by an increase of $15.0 million in revenue growth, as discussed in the Results of Operations section above.

Previous wording

Volume refers to the total dollar value of transactions successfully completed or enabled by our platform, not including orchestration transactions. For a customer that both receives and later sends payments, we count the volume only once. Volume serves as a key metric for overall business activity, as growing volume is one of the primary drivers for our revenue growth.

Current wording

Volume refers to the total dollar value of transactions successfully completed or enabled by our platform, not including orchestration transactions 1. For a customer that both receives and later sends payments, we count the volume only once. Volume serves as a key metric for overall business activity, as growing volume is one of the primary drivers for our revenue growth.

Previous wording

Volume grew 9% for the three months ended September 30, 2025 and the nine months ended September 30, 2025 when compared to the prior year periods, driven by growth in volumes processed for enterprise partners, including in the travel segment, continued growth in volumes from SMBs selling on marketplaces, and strong growth in volume from B2B SMBs.

Current wording

Volume grew 16% for the three months ended March 31, 2026 when compared to the prior year period, driven by growth in volumes processed for enterprise partners, including in the travel segment, strong growth in volume from B2B SMBs, and continued growth in volumes from SMBs selling on marketplaces.

Previous wording

In addition to our financial results determined in accordance with GAAP, we believe Adjusted EBITDA, as a non-GAAP measure, is useful in evaluating our operating performance. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Adjusted EBITDA is helpful to our investors as it is a metric used by management in assessing our operating performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison. A reconciliation is provided below for our non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measure and the reconciliation of this non-GAAP financial measure to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

Current wording

In addition to our financial results determined in accordance with GAAP, we believe Adjusted EBITDA, as a non-GAAP measure, is useful in evaluating our operating performance. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Adjusted EBITDA is helpful to our investors as it is a metric used by management in assessing our operating performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison. A reconciliation is provided below for our non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measure and the reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure, and not to rely on any single financial measure to evaluate our business.