Payoneer Global Inc.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2026. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2026, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective due to the material weakness in our internal control over financial reporting described below.

Material Weakness in Internal Control Over Financial Reporting

Subsequent to the filing of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, management identified an error in Financial income (expense), net in our condensed consolidated financial statements for the three and six months ended June 30, 2026. The error resulted from a mismatch in the reconciliation of certain transactions, which led to an overstatement of unrealized foreign exchange losses included in Financial income (expense), net.

Management evaluated the error, both quantitatively and qualitatively, in accordance with SEC Staff Accounting Bulletin No.99, Materiality, and concluded that it was not material to our previously issued condensed consolidated financial statements. Accordingly, those financial statements were not restated or revised and the error was corrected through an out-of-period adjustment recorded in the three months ended September 30, 2026.

In connection with its evaluation of the error, 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.

Although the identified error was not material to our condensed consolidated financial statements, management determined that the available evidence and documentation were insufficient to demonstrate that the relevant controls had operated with sufficient precision and effectiveness to prevent, or detect and correct, a misstatement of a greater magnitude on a timely basis. Accordingly, management concluded that this matter constituted a material weakness because there was a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not have been prevented, or detected and corrected, on a timely basis.

The material weakness did not result in any material misstatement of our consolidated financial statements for any period presented.

Remediation activities and plans

Management is committed to remediating the material weakness and, during the quarter ended September 30, 2026, commenced remediation which includes targeted measures designed to strengthen the execution of controls with regard to changes in exchange rates and the analytical review of Financial income (expense), net with an emphasis on the completeness, accuracy and timely performance of such controls. These measures include enhanced training and guidance for relevant control performers and reviewers, reinforced expectations regarding the level of review and supporting documentation, and increased monitoring and oversight of control performance.

The implementation of these remediation efforts is in progress, may require additional expenditures to implement, and will require validation and testing of the operating effectiveness of internal controls over a sustained period of financial reporting cycles, and as a result, the timing of when we will be able to fully remediate the material weakness is uncertain. We may also conclude that additional measures may be required to remediate the material weakness in our internal control over financial reporting, which may necessitate additional implementation and evaluation time. The Company cannot provide assurance that the measures it has taken to date, or that it may take in the future, will be sufficient to remediate the material weaknesses. We will continue to assess the effectiveness of our internal control over financial reporting and take steps to remediate the known material weakness expeditiously.

Changes in Internal Control Over Financial Reporting

Other than the remediation measures described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.