Payoneer Global Inc.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K, filed with the SEC on February 26, 2026, and Quarterly Report on Form 10-Q, filed with the SEC on August 6, 2026, other than as described below. Additionally, we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

We have identified a material weakness in our internal control over financial reporting, related to the operating effectiveness of certain controls over Financial income (expense), net. If we fail to remediate this material weakness, identify additional material weaknesses in the future, or otherwise fail to maintain effective internal controls, this may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations, which may adversely affect our business and investor confidence.

As a public company, we must maintain internal controls over financial reporting to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. The process of designing, implementing and maintaining effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments. In this regard, we continue to dedicate internal resources, engage outside consultants, implement a detailed work plan to assess and document the adequacy of internal controls over financial reporting, take steps to improve control processes as appropriate, validate through testing whether such controls are functioning as documented, and implement a continuous reporting and improvement process for internal control over financial reporting.

Subsequent to the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, management identified a material weakness in our internal control over financial reporting related to the operating effectiveness of certain controls over Financial income (expense), net. Management identified a combination of deficiencies in the operation of controls in this area that, in the aggregate, represented a material weakness in the Company’s internal controls related to Financial income (expense), net.

A material weakness is a deficiency, or combination of deficiencies, in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness discussed in Item 4 of this Quarterly Report on Form 10-Q arose as a result of an error in Financial income (expense), net for the three and six months ended June 30, 2026, which was detected following the release of our Form 10-Q for the period ended June 30, 2026. The identified error was not material to our condensed consolidated financial statements and did not result in any revision of our previously issued financial statements. Please see Item 4 of this Quarterly Report on Form 10-Q for additional information concerning the material weakness and our remediation plan.

We cannot assure you that we will be able to successfully remediate the material weakness described above.