Payoneer Global Inc.

Previous wording

Our customers have trusted the Payoneer platform to process $23.7 billion and $20.7 billion in volume during the three months ended June 30, 2026 and 2025, respectively, and $46.4 billion and $40.4 billion in volume during the six months ended June 30, 2026 and 2025, respectively.

Current wording

Our customers have trusted the Payoneer platform to process $25.3 billion and $22.3 billion in volume during the three months ended September 30, 2026 and 2025, respectively, and $71.8 billion and $62.7 billion in volume during the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

On June 12, 2026, the Company entered into an Agreement and Plan of Merger with Neon Maple Parent Inc., a corporation incorporated under the laws of Canada, and Panda Acquisition Sub Inc., a Delaware corporation and wholly owned indirect subsidiary of Nuvei, pursuant to which the Company will become a wholly owned subsidiary of Nuvei if the Merger is consummated. If the Merger is consummated, each share of Company Common Stock, subject to certain limitations, will be converted into the right to receive $7.40 in cash, without interest.

Current wording

On June 12, 2026, the Company entered into an Agreement and Plan of Merger with Neon Maple Parent Inc. (“Nuvei”), a corporation incorporated under the laws of Canada, and Panda Acquisition Sub Inc., a Delaware corporation and wholly owned indirect subsidiary of Nuvei, pursuant to which the Company will become a wholly owned subsidiary of Nuvei if the Merger is consummated. If the Merger is consummated, each share of Company Common Stock, subject to certain limitations, will be converted into the right to receive $7.40 in cash, without interest.

Previous wording

The proposed Merger represents a significant pending corporate transaction and remains subject to certain customary closing conditions, including approval by our stockholders, required regulatory approvals and government approvals, and other conditions set forth in the Merger Agreement. As a result, there can be no assurance that the Merger will be completed on the expected timeline or at all.

Current wording

The pending Merger represents a significant pending corporate transaction and remains subject to certain customary closing conditions, including required regulatory approvals and government approvals, and other conditions set forth in the Merger Agreement. As a result, there can be no assurance that the Merger will be completed on the expected timeline or at all. On July 28, 2026, early termination of the waiting period under the HSR Act applicable to the Merger was granted, and on September 14, 2026, the stockholders of the Company approved to adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, upon the terms and subject to the conditions of the Merger Agreement.

Previous wording

During the period until the transaction is completed or terminated, we expect to incur transaction-related costs and devote management attention and resources related to the proposed Merger. The proposed Merger may also affect our operating plans, capital allocation decisions, and liquidity depending on the timing of the outcome of the transaction. In addition, due to certain restrictions in the Merger Agreement on the conduct of our business prior to completing the Merger, we may be unable (without Nuvei’s prior written consent), during the pendency of the Merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions. For additional information regarding the Merger Agreement and related risks, see our Current Report on Form 8-K filed on June 15, 2026, Note 1,General Overviewand Part II Item 1A,* “Risk Factors”*contained in this Quarterly Report on Form 10-Q.

Current wording

During the period until the transaction is completed or terminated, we expect to incur transaction-related costs and devote management attention and resources related to the pending Merger. The pending Merger may also affect our operating plans, capital allocation decisions, and liquidity depending on the timing of the outcome of the transaction. In addition, due to certain restrictions in the Merger Agreement on the conduct of our business prior to completing the Merger, we may be unable (without Nuvei’s prior written consent), during the pendency of the Merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions. For additional information regarding the Merger Agreement and related risks, see our Current Report on Form 8-K filed with the SEC on June 15, 2026, Note 1,General Overviewcontained in this Quarterly Report on Form 10-Q, and Part II Item 1A,* “Risk Factors”*contained in the Quarterly Report on Form 10-Q filed with the SEC on August 6, 2026.

Previous 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 47% of our global employee base is located in Israel, including approximately 74% of our research and development resources, as of June 30, 2026. As of June 30, 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.

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 44% of our global employee base is located in Israel, including approximately 71% of our research and development resources, as of September 30, 2026. As of September 30, 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

Our revenue derived from customers based in Israel was insignificant for both the three and six months ended June 30, 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.

Current wording

Our revenue derived from customers based in Israel was insignificant for both the three and nine months ended September 30, 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

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 six months ended June 30, 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.

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 during the three months ended September 30, 2026 we wound down the limited payment services previously provided 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, 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

Revenues were $274.3 million and $535.9 million for the three and six months ended June 30, 2026, an increase of $13.6 million and $28.6 million, or 5% and 6%, respectively, compared to the prior year period. This increase in revenue was primarily comprised of an increase in SMB revenue, including $10.5 million and $22.4 million from B2B SMBs, $4.4 million and $7.7 million from SMBs selling DTC, and $2.8 million and $7.1 million from SMBs that sell on marketplaces, for the three and six months ended June 30, 2026, respectively. This growth in SMB revenue was driven by continued adoption of our high value services, certain monetization initiatives, and ongoing growth in high value regions. This increase in revenues was partially offset by a decrease of $6.2 million and $12.7 million in interest income earned on customer balances for the three and six months ended June 30, 2026, 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 $276.9 million and $812.8 million for the three and nine months ended September 30, 2026, an increase of $6.1 million and $34.7 million, or 2% and 4%, respectively, compared to the prior year period. This increase in revenue was primarily comprised of a net increase in SMB revenue, including $7.8 million and $30.2 million from B2B SMBs and $5.2 million and $13.0 million from SMBs selling DTC. Revenue from SMBs that sell on marketplaces decreased $5.5 million for the three months ended September 30, 2026, driven by softer activity from certain large marketplaces including freelance marketplaces, while it increased $1.7 million for the nine months ended September 30, 2026. Total net growth in SMB revenue was driven by continued adoption of our high value services and certain monetization initiatives. Enterprise revenue increased $2.1 million and $5.1 million for the three and nine months ended September 30, 2026, respectively, due to continued volume growth from enterprise partners, primarily driven by growth in the travel sector. The overall increase in SMB and Enterprise revenues was partially offset by a decrease of $4.8 million and $17.4 million in interest income earned on customer balances for the three and nine months ended September 30, 2026, 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.

Previous wording

Transaction costs were $37.7 million and $72.9 million for the three and six months ended June 30, 2026, respectively, a decrease of $2.9 million and $7.0 million, or 7% and 9%, respectively, compared to the prior year periods. The decrease compared to the prior year periods were driven primarily by a decrease of $3.2 million and $5.8 million in Network fees, and $1.0 million and $2.2 million in Capital advance costs driven by lower capital advance losses, net of recoveries, for the three and six months ended June 30, 2026, respectively. The decrease in transaction costs outpaced the increase in total volume due to more favorable terms with financial institutions, payment processors and network providers.

Current wording

Transaction costs were $114.5 million for the nine months ended September 30, 2026, a decrease of $7.9 million, or 6%, compared to the prior-year period driven primarily by a decrease of $10.0 million in network fees and $2.0 million in capital advance costs driven by lower capital advance losses, net of recoveries, partially offset by an increase of $2.6 million in bank and processor fees and $0.9 million in chargebacks and operational losses. Despite an increase in total volume, the decrease in transaction costs arose due to more favorable terms with financial institutions, payment processors and network providers.

Previous wording

Other operating expenses were $81.3 million for the six months ended June 30, 2026, a decrease of $3.1 million, or 4%, compared to the prior year period, driven primarily by a decrease of $3.2 million in information technology expenses, and a decrease of $1.0 million in employee compensation, benefits and other employee-related expenses. The decrease was partially offset by the impact in the prior period of a reduction of $1.5 million related to a regulatory reserve that did not recur.

Current wording

Other operating expenses were $122.4 million for the nine months ended September 30, 2026, a decrease of $2.4 million, or 2%, compared to the prior year period, driven primarily by a decrease of $3.4 million in information technology expenses, and a decrease of $1.5 million in employee compensation, benefits and other employee-related expenses. The decrease was partially offset by an increase of $2.2 million in third-party contractor expenses and the impact of a $1.5 million prior period reduction in regulatory reserve that did not recur in the current period.

Previous wording

Research and development expenses were $47.0 million for the three months ended June 30, 2026, anincreaseof$9.6 million, or 26%, compared to the prior year period, driven primarily by an increase of $11.3 million in employee compensation, benefits and other employee-related expenses and an increase of $2.5 million in information technology expenses. This increase was partially offset by an increase of $2.7 million in employee compensation costs capitalized as internal use software in connection with ongoing investments in our platform infrastructure and a decrease of $1.5 millionin third-party contractor expenses.

Current wording

Research and development expenses were $50.0 million for the three months ended September 30, 2026, an increase of $10.1 million, or 25%, compared to the prior year period, driven primarily by an increase of $10.7 million in employee compensation, benefits and other employee-related expenses and an increase of $2.1 million in information technology expenses. This increase was partially offset by a decrease of $1.3 million in third-party contractor expenses and an increase of $1.0 million in employee compensation costs capitalized as internal use software in connection with ongoing investments in our platform infrastructure.

Previous wording

Research and development expenses were $90.3 million for the six months ended June 30, 2026, an increase of $15.6 million, or 21%, compared to the prior year period, driven by an increase of $17.1 million in employee compensation, benefits and other employee-related expenses and an increase of $3.7 million in information technology expenses, partially offset by an increase of $5.9 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 $140.3 million for the nine months ended September 30, 2026, an increase of $25.7 million, or 22%, compared to the prior year period, driven by an increase of $27.7 million in employee compensation, benefits and other employee related expenses and an increase of $5.8 million in information technology expenses, partially offset by an increase of $7.0 million in employee compensation costs capitalized as internal use software in connection with ongoing investments in our platform infrastructure and a decrease of $1.2 million in third-party contractor expenses.

Previous wording

Sales and marketing expenses were $61.8 million and $119.9 million for the three and six months ended June 30, 2026, respectively, anincreaseof $4.5 million and $7.8 million, or 8% and 7%, respectively, compared to the prior year periods. The increase compared to the prior year period was driven primarily by an increase of $3.3 million and $5.4 million in expenditures on certain marketing efforts and an increase of $1.3 million and $2.6 million in employee compensation, benefits and other employee-related expenses for the three and six months ended June 30, 2026, respectively.

Current wording

Sales and marketing expenses were $179.8 million for the nine months ended September 30, 2026, an increase of $8.3 million or 5%, compared to the prior year period, driven primarily by an increase of $5.8 million in expenditures on certain marketing programs with customers, an increase of $1.6 million in employee compensation, benefits and other employee-related expenses and an increase of $1.3 million in information technology expenses.

Previous wording

General and administrative expenses were $48.4 million for the three months ended June 30, 2026, anincreaseof $11.4 million, or 31%, compared to the prior year period, driven by an increase of $10.0 million in M&A related expenses primarily due to the proposed acquisition by Nuvei, an increase of $1.6 million in employee compensation, benefits and other employee-related expenses, and an increase of $1.0 million in indirect tax reserves. This increase was partially offset by a decrease of $2.2 million in third-party legal expenses.

Current wording

General and administrative expenses were $37.8 million for the three months ended September 30, 2026, an increase of $1.7 million, or 5%, compared to the prior year period, driven by an increase of $1.9 million in M&A related expenses primarily due to the pending acquisition by Nuvei. This increase was partially offset by a decrease of $1.0 million in employee compensation, benefits and other employee-related expenses.

Previous wording

General and administrative expenses were $84.4 million for the six months ended June 30, 2026, an increase of $17.5 million or 26%, compared to the prior year period, driven by an increase of $10.0 million in M&A related expenses primarily due to the proposed acquisition by Nuvei, an increase of $5.4 million in employee compensation, benefits and other employee-related expenses, an increase of $1.0 million in facilities expenses and an increase of $0.8 million in information technology expenses. This increase was partially offset by a decrease of $1.1 million in third-party legal expenses.

Current wording

General and administrative expenses were $122.3 million for the nine months ended September 30, 2026, an increase of $19.2 million or 19%, compared to the prior year period, driven by an increase of $13.2 million in M&A related expenses primarily due to the pending acquisition by Nuvei, an increase of $4.3 million in employee compensation, benefits and other employee-related expenses, an increase of $1.2 million in facilities expenses and an increase of $1.2 million in information technology expenses. This increase was partially offset by a decrease of $1.4 million in third-party legal expenses.

Previous wording

Depreciation and amortization expenses were $21.2 million and $40.1 million for the three and six months ended June 30, 2026, anincrease of$5.7 million and $10.2 million or 36% and 34%, respectively, 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.

Current wording

Depreciation and amortization expenses were $21.4 million and $61.5 million for the three and nine months ended September 30, 2026, anincrease of$5.2 million and $15.4 million or 32% and 33%, respectively, 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 $10.6 million and $11.4 million for the three months and six months ended June 30, 2026, an increase of $10.4 million and $9.7 million compared to the prior year period, primarily driven by an increase in losses recognized related to exchange rates.

Current wording

Financial expense, net was $5.2 million for the nine months ended September 30, 2026, an increase in income of $2.4 million compared to financial expense, net of $7.6 million for the prior period, driven by a decrease in losses recognized related to exchange rates.

Previous wording

Income tax expense was $8.7 million for the three months ended June 30, 2026, a decrease of $1.6 million, or 16%, compared to the three months ended June 30, 2025. The decrease was primarily driven by a reduction in the provision for uncertain tax positions and decreased U.S. federal income tax expense due to decreased pre-tax income in the U.S. These decreases were partially offset by deferred tax expense recognized by foreign subsidiaries related to stock-based compensation.

Current wording

Income tax expense was $16.4 million for the three months ended September 30, 2026, a decrease of $0.03 million, or 0.1%, compared to the three months ended September 30, 2025. The decrease was primarily driven by a decrease in the provision for uncertain tax positions during the current period compared to the prior period.

Previous wording

Income tax expense was $18.4 million for the six months ended June 30, 2026, an increase of $0.8 million, or 5%, compared to the six months ended June 30, 2025. This increase was primarily driven by a reduction in deferred tax benefits related to U.S. capitalization of research and development costs and foreign subsidiary stock-based compensation; an increase in prior year taxes related to a U.S. return-to-provision benefit in the prior year period that did not reoccur in the current year period; and an unfavorable foreign subsidiary return-to-provision adjustment in the current year period. These increases were partially offset by a decrease in the provision for uncertain tax positions and a decrease in U.S. federal current tax expense due to decreased pre-tax income in the U.S.

Current wording

Income tax expense was $34.8 million for the nine months ended September 30, 2026, an increase of $0.8 million, or 2.4%, compared to the nine months ended September 30, 2025. This increase was primarily driven by a reduction in deferred tax benefits related to foreign subsidiary stock-based compensation; an increase in prior year taxes related to a U.S. return-to-provision benefit in the prior year period that did not reoccur in the current year period; and an unfavorable foreign subsidiary return-to-provision adjustment in the current year period. These increases were partially offset by a decrease in the provision for uncertain tax positions during the current period compared to the prior period.

Previous wording

As of June 30, 2026, we had $346.3* *million of cash and cash equivalents.

Current wording

As of September 30, 2026, we had $362.6* *million of cash and cash equivalents.

Previous wording

During the six months ended June 30, 2026, we repurchased 17,565,934 shares of our common stock for $90.4 million, including accrued taxes and fees. As of June 30, 2026, a total of $101.7 million, net of accrued but unpaid excise taxes,* *remained available for future repurchases of our common stock under the program. During the three months ended June 30, 2026, the Company suspended repurchases under the program in connection with the pending Merger Agreement, which includes customary covenants restricting the Company’s ability to repurchase its common stock without the prior written consent of Nuvei, and we expect to operate within these contractual limitations until the Merger is completed or the Merger Agreement is terminated. For a full description of our stock repurchase program, including authorized amounts and expirations, see Note 13 to the condensed consolidated financial statements.

Current wording

During the nine months ended September 30, 2026, we repurchased 17,565,934 shares of our common stock for $90.2 million, including accrued taxes and fees. As of September 30, 2026, a total of $101.9 million, net of accrued but unpaid excise taxes,* *remained available for future repurchases of our common stock under our stock repurchase program. During the three months ended June 30, 2026, we suspended repurchases under the program in connection with the pending Merger Agreement which includes customary covenants restricting our ability to repurchase our common stock without the prior written consent of Nuvei, we expect to operate within these contractual limitations until the Merger is completed or the Merger Agreement is terminated. 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 $113.0 million for the six months ended June 30, 2026, a decrease of $11.4 million compared to $124.4 million for the six months ended June 30, 2025.

Current wording

Net cash provided by operating activities was $180.4 million for the nine months ended September 30, 2026, an increase of $8.5 million compared to $171.9 million for the nine months ended September 30, 2025.

Previous wording

Impact of non-cash items - $29.1 million increase in operating cash flows compared to prior year period.

Current wording

Impact of non-cash items - $55.1 million increase in operating cash flows compared to the prior year period.

Previous wording

During the six months ended June 30, 2026, operating cash flows benefited from higher non-cash addbacks to net income compared to prior year, which consisted primarily of:

Current wording

During the nine months ended September 30, 2026, operating cash flows benefited from higher non-cash addbacks to net income compared to prior year, which consisted primarily of:

Previous wording

Impact of net income - $23.0 million current period over prior period decrease to operating cash flows

Current wording

Impact of net income - $22.1 million current period over prior period decrease to operating cash flows

Previous wording

The decrease in net income of approximately $23.0 million contributed to the decrease in operating cash flows during the six months ended June 30, 2026, compared to the prior year period. The decrease was driven by a $41.1 million increase in operating expenses and a $9.7 million increase in Finance expense, net, due mainly to losses related to exchange rate revaluations. The decline was partially offset by an increase of $28.7 million in revenue during the current period compared to the prior year period.

Current wording

The decrease in net income of approximately $22.1 million was driven by a $58.4 million increase in operating expenses. The decrease was partially offset by an increase of $34.7 million in revenue during the current period compared to the prior year period.

Previous wording

Impact of changes in operating assets and liabilities - $17.6 million net decrease to operating cash flows

Current wording

Impact of changes in operating assets and liabilities - $24.5 million net decrease to operating cash flows

Previous wording

During the six months ended June 30, 2026, changes in certain operating assets and liabilities resulted in net decrease in operating cash flows compared to the prior period:

Current wording

During the nine months ended September 30, 2026, changes in certain operating assets and liabilities resulted in net decrease in operating cash flows compared to the prior period:

Previous wording

These decreases were partially offset by increases in operating cash flows caused by changes in certain operating assets and liabilities during the six months ended June 30, 2026 compared to the prior period:

Current wording

These decreases were partially offset by increases in operating cash flows caused by changes in certain operating assets and liabilities during the nine months ended September 30, 2026 compared to the prior period:

Previous wording

Net cash provided by investing activities was $50.4 million for the six months ended June 30, 2026, an increase of $183.9 million compared to net cash used in investing activities of $133.5 million for the six months ended June 30, 2025. The increase was primarily driven by:

Current wording

Net cash provided by investing activities was $22.8 million for the nine months ended September 30, 2026, an increase of $185.5 million compared to net cash used in investing activities of $162.7 million for the nine months ended September 30, 2025. The increase was primarily driven by:

Previous wording

Net cash used in financing activities was $255.6 million for the six months ended June 30, 2026, representing a decrease of $257.9 million compared to net cash provided by financing activities of $2.2 million for the six months ended June 30, 2025. The decrease was primarily driven by:

Current wording

Net cash used in financing activities was $474.7 million for the nine months ended September 30, 2026, representing a decrease of $511.7 million compared to net cash provided by financing activities of $37.0 million for the nine months ended September 30, 2025. The decrease was primarily driven by:

Previous wording

Volume grew 15% for the three months ended June 30, 2026 when compared to the three months ended June 30, 2025, and 15% for the six months ended June 30, 2026 when compared to the six months ended June 30, 2025, respectively, driven by strong growth in volume from B2B SMBs, growth in volumes processed for enterprise partners, including in the travel segment, and continued growth in volumes from SMBs selling on marketplaces.

Current wording

Volume grew 13% for the three months ended September 30, 2026 when compared to the three months ended September 30, 2025, and 15% for the nine months ended September 30, 2026 when compared to the nine months ended September 30, 2025, respectively, driven by strong growth in volume from B2B SMBs, growth in volumes processed for enterprise partners, including in the travel sector, and softer growth in volumes from SMBs selling on marketplaces.

Previous wording

(i) M&A related third-party costs, including bankers fees, legal, regulatory, consulting and other expenditures. These costs include expenses related to the Proposed Acquisition by Nuvei. For the three and six months ended June 30, 2026, M&A third-party costs were $10.8 million.

Current wording

(i) M&A related third-party costs, including bankers fees, legal, regulatory, consulting and other expenditures. These costs include expenses related to the pending acquisition by Nuvei. For the three and nine months ended September 30, 2026, M&A third-party costs were $2.7 million and $13.5 million, respectively.

Previous wording

(ii) Changes to fair value and compensation expenses related to acquisition-related deferred payments and earn-outs. For the three and six months ended June 30, 2026, we recorded fair value adjustments and compensation expenses of $0.1 million and $0.6 million, respectively, related to 1) the non-recurring fair value adjustment of the Skuad contingent consideration liability and 2) the non-recurring fair value adjustment and compensation expense related to the Boundless deferred payment and earn-out, as discussed in Note 3 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. For the three and six months ended June 30, 2025 amounts include $0.1 and $0.4 million, respectively, related to the non-recurring fair value adjustment of the Skuad contingent consideration liability, as discussed in Note 3 to our condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q.

Current wording

(ii) Changes to fair value and compensation expenses related to acquisition-related deferred payments and earn-outs. For the three and nine months ended September 30, 2026, we recorded fair value adjustments and compensation expenses of $0.2 million and $0.8 million, respectively, related to 1) the non-recurring fair value adjustment of the Skuad contingent consideration liability and 2) the non-recurring fair value adjustment and compensation expense related to the Boundless deferred payment and earn-out, as discussed in Note 3 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. For the three and nine months ended September 30, 2025 amounts include $0.1 and $0.5 million, respectively, related to the non-recurring fair value adjustment of the Skuad contingent consideration liability, as discussed in Note 3 to our condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q.

Previous wording

(iii) Non-recurring acquisition-related compensation to employees and contractors. For the three and six months ended June 30, 2026, these expenses were $2.5 million.

Current wording

(iii) Non-recurring acquisition-related compensation to employees and contractors. For the three and nine months ended September 30, 2026, these expenses were $0.3 million and $2.8 million, respectively.