PAYO 10-K & 10-Q changes, risk factors and insider trading

Our business is subject to numerous risks and uncertainties that you should be aware of in evaluating our business. If any such risks and uncertainties actually occur, our business, prospects, financial condition andcondition, results of operations and stock price could be materially adversely affected. The risks described below are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial may also materially adversely affect our business, prospects, financial condition and results of operations. The risk factors described below should be read together with the other information set forth in this Annual Report, including our consolidated financial statements and the related notes, as well as in other documents that we file with the SEC.

The markets for our products and services are characterized by constant and rapid technological changes, (including increasing adoption and development of artificial intelligence), frequent introduction of new products and services, and increasing customer expectations. Our ability to adapt to these shifts in a rapidly changing landscape, invest strategically, and update our platform, to enhance our current products and services and to develop and introduce innovative products and services can significantly affect our future success. We may not be successful in developing, marketing or selling new products and services or in updating our platform in a way that meets these demands or achieve market acceptance. We must anticipate and respond to these changes in order to remain competitive within our relevant markets. Our ability to continue to develop innovative products and services for our customers could have an impact on our ability to retain customers and on their continued use of our platform. In addition, developing new and competitive services and offerings in response to industry-wide standards, including those related to safety and security, as well as evolving regulatory requirements, may require significant investment. If we are unable to anticipate or respond or adapt to technological or regulatory changes or evolving industry standards and demands on a timely basis, our ability to remain competitive, and our results of operations, could be materially adversely affected.

We are dependent on our relationships with a number of third-party financial institutions, banking partners and payment processors to support our operations, with services such as collection, payment, processing and clearing, and settlement for the transactions we service,process, as well as holding and disbursement of customer funds. Without these relationships, we would not be able to process payments or settle transactions in relevant markets. In the event our agreement or relationship with a third-party financial institution, bank partner or payment processor is terminated or adversely changes due to regulatory, policy, commercial, our failure to comply with the applicable requirements of our counterparty, or any other reason, or if upon its expiration we are unable to renew the agreement on terms favorable to us, or at all, it may be difficult for us to replace these services which may materially adversely affect our operations and profitability.

These agreements and relationships may give our counterparties substantial discretion in approving certain aspects of our business practices, including our application and qualification procedures for customerscustomers, and require us to comply with certain legal and operational requirements. Discretionary actions of our counterparties under these agreements and relationships could impose material limitations to, or have a material adverse effect on, our business, financial condition and results of operations. Furthermore, our financial results could be materially adversely affected if our costs associated with such relationships materially change or if any material penalty or claim for damages which may be material is imposed as a result of our breach of the agreement with them or their other requirements. These relationships are also subjects to the risks associated with third-party service providers and vendors in general, as more fully described elsewhere in this Risk Factors section.

In addition, given we have significant amounts of cash, cash equivalents, receivables and other current and non-current assets outstanding, including assets underlying our customer balances and other investments on deposit or in accounts with banks or other financial institutions in the United States and other countries in which we operate, including derivatives in connection with our interest rate risk management strategy, we may be, and have been, exposed to the risk of default by, or deteriorating operating results or financial condition or failure of, these counterparty banks and financial institutions. The risk of counterparty default, deterioration, or failure may be heightened during economic downturns and periods of uncertainty in the financial markets. If one or more of our counterparties were to become insolvent or file for bankruptcy, our ability to recover losses incurred as a result of default or to access or recover our assets that are deposited, held in accounts with, or otherwise due from, such counterparty may be limited by the counterparty’s liquidity or the applicable laws governing the insolvency or bankruptcy proceedings, as has previously occurred, and we could incur significant losses or suffer reputational damage, which could materially and negatively impact our results of operations and financial condition.

We generate significant portions of our volume by processing online payments from marketplaces and e-commerce platforms to merchants and generate significant portions of our revenues from merchants’ utilization of the payments they receive. Any decline in e-commerce utilization or cross-border trade or cross-border digital commerce could materially adversely affect our business. The extent of such impact will depend on a variety of highly uncertain factors any of which could lead to a decrease in e-commerce utilization or cross-border trade or cross-border digital commerce, including general macroeconomic trends and global economic conditions, such as inflation and recessionary conditions impacting business and consumer spending, supply chain disruptions, changes in government regulation, trade policies, users’ access to the internet, user preference, consumer behavior, actual or perceived online security concerns or the effects of widespread health epidemics. For example, the COVID-19 pandemic drove a shift in buying patterns from brick-and-mortar stores to e-commerce, while the reopening of economies, coupled with inflation, supply chain disruptions and consumer purchasing behavior changes, drove a softening in e-commerce growth rates.

In addition, cross-border trade (i.e., transactions where the merchant and buyer are in different countries) is imperative to our business as a source of revenue and profits. Cross-border transactions generally provide payment providers higher revenues and operating income than similar transactions that take place within a single country or market. Cross-border trade also represents our primary (and in some cases, our only) presence in certain important markets. Cross-border trade is subject to, and may be negatively impacted by, foreign currency exchange rate fluctuations as well as other macro-economic conditions and governmental and other actions that restrict or otherwise impact such cross-border trade. In addition, the interpretation and application of laws of multiple jurisdictions (e.g., the jurisdiction of the merchant and of the buyer) are often extremely complicated in the context of cross-border trade and foreign exchange. Changes to or the interpretation and/or application of lawslaws, including related to taxation, and regulations applicable to cross-border trade and foreign exchange could further impose additional requirements and restrictions, increase costs, and present conflicting obligations. Any factors that increase the costs of cross-border trade for us or our customers or that restrict, delay, or make cross-border trade more difficult or impractical, such as trade policies or higher tariffs (as recently threatened or imposed by certain countries,countries during 2025 and in recent months, including the U.S.), and general macroeconomic trends and global economic conditions, could reduce our cross-border transactions and volume, materially and negatively impact our revenues and profits and materially harm our business. For example, the tariffs imposed on goods originating from China by the U.S. during 2025 contributed to increased costs and uncertainty for certain merchants engaged in cross-border trade between U.S. and China and likely had a certain impact on our transaction volumes and customer spend in certain corridors. While the overall tariff impact on our business was difficult to quantify, continued or expanded tariffs, retaliatory measures, or similar trade restrictions could further reduce cross-border e-commerce activity and materially adversely affect our business.

Our failure to appropriately manage our customer funds,funds and our abilityor to retain and grow customer funds balances,balances could materially harm our business or our results of operations.

We hold a substantial amount of funds belonging to our customers, including balances in customer accounts and funds in process of being remitted, at third-party financial institutions in the form of either demand deposits, time deposits, or U.S. Treasury Securities. We hold, and in certain jurisdictions are required to hold and segregate, eligible liquid assets equal to at least 100% of the aggregate amount of all customer funds held by our licensed entities. Our ability to manage and accurately account for the assets underlying our customer funds and comply with applicable liquid asset requirements and applicable regulations requires a high level of internal controls. As our business continues to grow and we expand our product offerings, we must continue to strengthen our associated internal controls. Our continued success requires that our customers have confidence in our ability to properly manage customer balances and handle large and growing transaction volumes and amounts of customer funds. Any failure to maintain the necessary controls or to appropriately manage our customer funds in compliance with applicable regulatory requirements could result in reputational harm, lead customers to discontinue or reduce their use of our products, to withdraw funds held with us and could result in significantmaterial penalties and fines and additional restrictions, each of which could materially harm our business and could materially adversely affect our results of operations.

Since we transfer and hold large amounts of funds for our customers, our trustworthiness and reputation are fundamental to our business. The occurrence of any operational disruptions or errors due to, for example, software defects, service disruptions, employee misconduct, security breaches, or other similar actions, omissions or errors on our platform could result in material financial losses to our business and our customers, damage to our reputation, or termination of our agreements with financial institutions and partners, each of which could result in loss of customers; lostreduced or delayedslower marketadoption acceptanceof our products and sales of our platform; legal claims against us; regulatory enforcement action; or diversion of our resources, including through increased service expenses or financial concessions, and increased insurance costs. ThereThough we have insurance that is reasonable assessed to accounts for our business profile and our exposures, there can be no assurance that the insurance we maintain will be available or sufficient to cover any and all losses. If we suffer significant losses or reputational harm as a result, our business, operatingresults results,of operations, and financial condition could be materially adversely affected.

When customers seek access to their cash balances, our primary source of liquidity is comprised of our demand deposits held at financial institutions. The availability of these funds could be impacted by the financial condition of the institutions within our network of providers. Given the above, and since we hold the funds underlying our customer balances with multiple banks globally, we are also subject to the risks described elsewhere in this Risk Factor section that relate to the reliance on services provided by third parties and theour dependencydependence on banks and other financial institutions.

In addition, as noted elsewhere in ourthis Risk Factors,Factors section, our success depends on our ability to develop products and services to address or adapt to the rapidly evolving markets that we serve, including our ability to implement successful enhancements and new features for our platform, products and services. If we are unable to do so, we could lose customers or have trouble attracting new customers, and this, as well as macro-economic and geopolitical conditions more generally, including those factors discussed further elsewhere in our Risk Factors, each could result in a decline in customer balances, which would reduce our revenue from interest income and could materially adversely impact our results of operations.

A portion of our earnings are derived from interest income earned on both corporate funds and customer funds. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and the policies of various governmental and regulatory agencies and, of particular relevance for us, the U.S. Federal Reserve. Between 2022 and 2023, the Federal Reserve raised the benchmarkPost-pandemic interest rate increases by 525the basisU.S. points,Federal whichReserve benefitted our earnings during the year ended December 31, 2023. In 2024, in spite of interest rate declines, we continued to benefit from the relatively higher interest rates inenvironment. In 2025, the U.S., while also the U.S. Federal Reserve cutcontinued to lower the benchmark interest ratebenchmark, by 100a total of 75 basis pointspoints, and there remains uncertainty as to the timing and magnitude of future interest rate changes. AnyThese futureinterest rate cuts resulted in a decline in our interest income in the year ended December 31, 2025. A further decline in interest rate levels maycould further reduce our ability to earnthe interest income earned on customer balances and/or corporate funds.funds, While any such decline in interest rates may, generally speaking, be expected to encourage growth in economic activity, including consumer and business spending, thiswhich may notmaterially beadversely sufficient to offset any adverse effect onimpact our results of operations.

AsIn addition, as further discussed above, changes in interest rates could affect the market value of our time deposits and U.S. Treasury Securities such that they are redeemable at a price below their carrying value.

Our business may be materially adversely affected by geopolitical and other risks associated with globaldoing operations.business globally and managing a distributed workforce. As we continue to support international markets, expand internationally,our services, and distribute our workforce globally, including within emerging markets, we may become more susceptible to these risks.

Our business is subject to risks associated with doing business internationally. Operating in or providing services to customers in foreign countries, including Israel, Greater ChinaChina, India and other Asian countries, Ukraine and other European countries, and Israel, subjects us to multiple risks that may have a material adverse effect on our results of operations, including:

For example, the ongoing war in Ukraine and the subsequent economic sanctions imposed on Russia, Belarus and certain territories in Ukraine have, and may continue to negatively impact our revenue derived from services provided to customers from impacted countries. InWe addition,do our banking partners ceased their operations in Russia, and subsequently we ceased tonot provide services to customers in Russia, and we have limited our payment services to Belarus customers. It is not possible to predict the broader consequences of this conflict, but the continuation or further escalation of the conflict, along with any expansion to surrounding areas, may have a material adverse effect on our results of operations.

Additionally, approximately 55%51% of our global employee base, including certain management members and approximately 78%79% of our research and platform development resources, are employed or engaged by our Israeli subsidiary, Payoneer Research & Development Ltd.Ltd., as of December 31, 2025. Accordingly, political, economic, military, and regional conflict conditions in Israel and the surrounding region may directly affect our business and operations. SinceIn 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, 2023,2023. During the war, conflicts between Israel has been at war with Hamas and Hezbollah, and exchanged attacks with Iran and other proxies of the regime.Iranian Theregime were also involved. To date, the war did not have a material impact on the Company’s business and operations: revenues derived from customers based in Israel have been immaterial, an insignificant portion of our Israeli workforce had been called to military reserve duty and continuity plans and contingencies were in place. We subsequently worked to reduce operational dependency in the region. However, the volatility in the region is high, and the state of the ongoingregional conflictconflicts remains highly uncertain and could reignite, worsen or expandexpand, which cancould, furtherin turn, impact our operations, the economic conditions and activity in Israel, the region and the broader global economy, including revenues from customers located in the region. Our operations could be disrupted by, for example, the prolonged absence of a large number of employees due to Israel military service call-ups. While revenues derived from customers based in Israel were insignificant for the year ended December 31, 2024, and, at this time, an insignificant portion of our Israeli workforce have been called to military reserve duty, further escalation, expansion, or prolonged continuation of the conflictand may have a material adverse effect on ourPayoneer’s resultsoperations ofand operations.financial results.

Violations of the complex foreign and United States laws, rules and regulations that apply to our international operations, including violations of any sanctions, can result in finesmaterial which may be material,fines, criminal actions, or sanctions against us, our officers, or our employees, or other enforcement actions; prohibitions or limits on the conduct of our business; the diversion of operational resources; and damage to our reputation. Our policies and procedures may not be effective in preventing violations by our employees, contractors, vendors or agents. These risks are inherent in our international operations and their expansion may increase our costs of doing business internationally, and could materially harm our business, results, and reputation. In addition, we may from time to time undertake projects and make investments in countries in which we have little or no previous investment or operating experience. We may not be able to fully or accurately assess the risks of investing in such countries, or may be unfamiliar with the laws and regulations in such countries governing our investments and operations. As a result, we may be unable to effectively implement our strategy in new jurisdictions. Investment opportunities in certain jurisdictions also may be restricted by legal limits on foreign investment in local assets or classes of assets.

Payoneer (through our subsidiary) is licensed by Mastercard as a card issuer and is engaged with other Mastercard-licensed card issuers and is registered as a card program manager. Payoneer is also (through subsidiaries) registered as a payment facilitator with Mastercard and Visa® and is engaged and registered with several acquirers as a merchant. As such, we are subject to card association and network rules that could subject us to a variety of material fines or penalties that may be levied by the card associations or networks for certain acts or omissions by us. In addition, we are subject to the Payment Card Industry (“PCI”) Data Security Standard enforced by the major card brands, and are listed with Mastercard as an SDP compliant service provider.

The failure to comply with these rules can result in the imposition of material monetary fines which may be material,fines, and our member registrations or certifications could be suspended or terminated. The suspension or termination of our member registrations or certifications, or any changes to the association and network rules, that we do not successfully address, or any other action by the card networks to restrict our ability to process transactions over such networks, could limit our ability to provide transaction processing services to customers and result in a significant reduction of revenue or increased costs of operation, which, in either case, could have a material adverse effect on our business and results of operations. Our removal from networks’ lists of Data Security Standard compliant service providers could mean that existing customers, partners or other third parties may cease using or referring our services. Also, prospective customers, partners or other third parties may choose not to consider us for their processing needs. In addition, the card networks could refuse to allow us to process through their networks. Any of the foregoing could materially adversely impact our business, financial condition or results of operations.

Changes to these network rules or how they are interpreted could have a material impact on our business and financial results. For example, from time to time, card associations and debit networks, including the card networks which we operate under, increase the processing and other feescard (including what is commonly known as “interchangescheme fees”) that they charge. It is possible that competitive pressures will result in us absorbing a portion of such additional increases in the future, or result in us not being able to increase our own fees, which would increase our operating costs, reduce our profit margin, limit our growth, and may materially adversely affect our business, results of operations and financial condition. In addition, the various card associations and networks prescribe certain capital requirements. Any increase in the capital level required would further limit our use of capital for other purposes. Future changes to or interpretations of the network rules that are inconsistent with the way we currently operate may require us to make changes to our business that could be costly or difficult to implement. If we fail to make such changes, the networks could pass on material fines and assessments in respect of fraud or chargebacks related to our customers or disqualify us from processing transactions if satisfactory controls are not maintained, which could have a material adverse effect on our business, financial condition and results of operations.

If a marketplace or enterprise customer were to prevent our customers from using our services to receive payments from such marketplace,marketplace or enterprise customer, or if we are unable to renew certain marketplace and enterprise customer contracts or are required to adjust certain contract components at favorableunfavorable terms or we lose a significant enterprise or marketplace customercustomer, our results of operations and financial condition may be materially adversely affected.

A significant portion of our revenues is derived from SMBs and entrepreneurs that sell on or through large marketplaces and enterprise customers ecosystems. The loss of business associated or connected with a large marketplace or ecosystem could materially harm our business, results of operations and financial condition. For example, the payments our customers received from Amazon marketplaces around the world generated 23%21% of our revenues during the year ended December 31, 2024,2025, and accordingly, should Amazon change eligibility or other requirements for approved payment service providers operating on its platforms such that we are negatively impacted, our financial condition and results of operations may be materially adversely impacted. For more information, please see Note 22z – Significant Accounting Policies, “Concentration of Risks”, to our consolidated financial statements included in Item 8 – Financial Statements and Supplementary Data of this report.

Many of the areas in which we compete evolve rapidly with changing and disruptive technologies (including artificial intelligence and blockchain), shifting user needs, and frequent introductions of new products and services. Competition also may intensify as businesses enter into business combinations and partnerships, which may include periods of exclusivity, and established companies in other segments expand to become competitive with different aspects of our business. In addition, some payment service provider competitors, including those focused on certain peer to peer business cases or specific regional corridors, may choose to become direct participants in local payment schemes, allowing them to offer more attractive fees and therefore to more effectively compete for certain segments or corridors compared to us. Competition could result in a loss of existing customers, and greater difficulty attracting new customers. Furthermore, if competition causes us to reduce the fees we charge in order to attract or retain customers, there is no assurance we can successfullysufficiently controlreduce our costs in order to maintain our profit margins. Also, the competitive landscape is evolving with both regional and global players broadening their offerings beyond core payments to include financial services like yield and non-financial solutions such as financial management software. One or more of these factors could have a material adverse effect on our business, financial condition and results of operations.

There are a number of payment service providers that offer global payment services, including global treasury banks that serve large corporate accounts; small local banks that focus on serving local SMBs; FX companies that focus on serving SMB importers and exporters; global digital payment platforms like PayPal, Ant Group, Airwallex or Wise; global card networks; Neobanks; SMB-focused business-to-business (“B2B”) payment providers like Bill.com; mass payout service providers that specialize in providing services to enterprises and marketplaces; SMB AP/AR SaaS providers; merchant service providers like Adyen, Braintree and Stripe; and local payment service providers that focus on enabling SMBs in one or more local markets to sell on digital marketplaces globally. In China, for example, we face a highly competitive market with a combination of global digital payment platforms such as WorldFirst and Airwallex and localregional payment providers including PingPong and LianLian. We are also facing competitive pressure from non-traditional payment service providers and other parties entering the payments industry, such as Google, Apple, Alibaba, Amazon and Meta, who compete in one or more of the functions performed on our payment platform. These companies have significant financial resources and robust networks and are highly regarded by consumers. If these companies gain a greater share of total e-commerce payment transactions or if we are unable to successfully react to changes in the industry spurred by the entry of these new market participants, it could have a material adverse effect on our business, financial condition and results of operations. In addition, cryptocurrencies like Bitcoin and Ethereum; blockchain based payment systems like Ripple; and central bank digital currencies, all have the potential to be used to support cross-border payments and could offer alternatives to businesses and other users and become more significant competition in the future.

If we are not able to differentiate our products and services from those of our competitors, price our products competitively, provide added value to our customers, develop innovative products, or effectively and efficiently align our resources with our goals and objectives, we may not be able to compete effectively in the market.

We have been, and may in the future be, subject to liability for fraudulent transactions, including electronic payments and card transactions or credits initiated by customers. Examples of fraud include when a party knowingly uses a stolen or counterfeit credit, debit or prepaid card, card number or other credentials to record a false sales transaction, processes an invalid card or intentionally fails to deliver the merchandise or services sold in an otherwise valid transaction. In addition, we are subject to the risk that our employees, counterparties or third-party service providers commit fraudulent activity against us or our customers. Bad actors and criminals around the world are using increasingly sophisticated methods to engage in illegal activities, including those involving personal data, such as counterfeiting, account takeover, fraud, unauthorized use of another’s identity or payment information, unauthorized acquisition or use of credit or debit card details and other fraudulent use of another’s identity or information. Identity thieves and those committing fraud, may use stolen or fabricated credit card or bank account details, or other deceptive or malicious practices, including unauthorized access of bank accounts, and can potentially steal significant amounts of money from businesses like ours. It is possible that incidents of fraud could increase in the future. In configuring our services, we face an inherent trade-off between security and customer convenience. Failure to effectively manage risk and prevent fraud, or otherwise effectively administer our chargeback responsibilities, would increase our chargeback liability and exposure to material fines or other liabilities and could result in the loss of banking relationships or other operational relationships or expose us to the other risks associated with failure or perceived failure to comply with regulations described elsewhere in this Risk Factors section. The above could have a material adverse effect on our business, results of operations and financial condition.

We offer our payment services to a large number of customers. We are responsible for vetting and monitoring these customers and determining whether the transactions we process for them are lawful and legitimate. Our payment services are susceptible to potentially illegal or improper uses, including money laundering, terrorist financing, illegal online gambling, fraudulent or illegal sales of goods or services, illegal sales of drugs and related business products, pharmaceuticals, cigarettes, weapons, obscene or pornographic materials, or the facilitation of other illegal activity. The highly automated nature of, and liquidity offered by, our payment services make us a target for illegal or improper uses, including the above activities. When our products and services are used to process illegitimate transactions, and we settle those funds to recipients and are unable to recover them, we suffer losses and liability. The use of our payment services for illegal or improper uses has and may from time to time subject us to finesmaterial which may be material,fines, claims, or government and regulatory investigations, inquiries, or requests that could result in liability and reputational harm for us. These types of illegitimate, as well as unlawful, transactions can also expose us to governmental and regulatory sanctions in various jurisdictions (including U.S. anti-money laundering and economic sanctions violations). Certain activity that may be legal in one jurisdiction may be illegal in another jurisdiction, and a customer may be found responsible for intentionally or inadvertently importing or exporting illegal goods, resulting in liability for us. Changes in applicable laws and regulations have increased the penalties for intermediaries providing payment services for certain illegal activities, and government authorities may consider additional payments-related proposals from time to time. Owners of intellectual property or government authorities may seek to bring legal action against providers of payments solutions, including Payoneer, that may provide payment services in connection with the sale of products that actually or allegedly infringe, misappropriate or otherwise violate intellectual property. Any threatenedThreatened or resulting claims could cause reputational harm. Any of the above may result in reputational harm, and any resulting liabilities, loss of transaction volume, or increased costs which could materially harm our business.

Cyberattacks and security vulnerabilities, unauthorized disclosure,disclosure and destruction or modification of data,data through cybersecurity breaches, computer viruses or otherwise, or disruption of our services, can result in material harm to our reputation, business, financial condition and results of operations.

In conducting our business, we collect, process, transmit, store, use and share sensitive business information and personally identifiable information (“PII”) about our customers, financial institution partners, vendors, and other parties. This information may include account access credentials, credit and debit card numbers, bank account numbers, social security numbers, passport/ID numbers, driver’s license numbers, names and addresses and other types of sensitive business information or PII, including copies of documents thereof. Some of this information is also collected, processed, stored, used, shared and transmitted by our software and financial institution partners, third-party service providers to whom we outsource certain functions and other vendors. We are subject to a number ofvarious legal requirements, regulations, contractual obligations and industry standards regarding security, data protection and privacy and any failure to comply with these requirements, regulations, obligations or standards could have a material adverse effect on our reputation, business, financial condition and operatingresults results.of operations. We also have certain responsibilities to payment networks and their member financial institutions for any failure, including the failure of our associated third-party service providers, to protect this information. Information security risks for financial and technology companies such as ours have significantly increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties. Because of our position in the payments value chain, we believe that we are likely to continue to be a target of such threats and attacks. Additionally, geopolitical events and resulting government activity could also lead to information security threats and attacks by affected jurisdictions and their sympathizers. Further, the growing use of artificial intelligence increases the risk of attacks to our information technology systems and the complexity of the techniques used to obtain unauthorized, improper or illegal access to such systems. As artificial intelligence capabilities continue to evolve, they may be used to identify vulnerabilities and craft sophisticated cybersecurity attacks. Vulnerabilities may be introduced from the use of artificial intelligence by us, our customers, vendors and other business partners and third-party providers. If these attempts are successfulsuccessful, it could lead to the compromise of sensitive or confidential business information or PII.

In addition, our products, services and customers may themselves be targets of cyberattacks that attempt to sabotage or otherwise disable them, and the defensive and preventative measures we take ultimately may not be able to effectively detect, prevent, or protect against or otherwise mitigate losses from all cyberattacks. We have in the past, and may in the future, be the target of malicious third-party attempts to identify and exploit system vulnerabilities, and/or penetrate or bypass our security measures, in order to gain unauthorized access to our platform and systems. Our computer systems could be, and the computer systems of our third-party service providers and software partners, as well as those of other entities, have been and in the future could be subject to breaches, and our data protection measures may not prevent unauthorized access. These attempts can lead to the compromise of sensitive or confidential business information or PII or result in the accounts of our customers or our accounts being otherwise compromised, leading to financial losses to our customers or to our business. The techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently as described above and are often difficult to detect. The systems and procedures we have in place to defend against intrusion and attack and to protect our data may not be sufficient to counter all current and emerging technology threats. Remote operations create an additional risk of attack while decreasing our ability to monitor.

In addition, increased remote operations creates an additional risk of attack while decreasing our ability to monitor. Threats to our systems and associated third-party systems can originate from human error, fraud or malice on the part of employees or third-parties, or simply from accidental technological failure. Computer viruses and other malware can be distributed and could infiltrate our systems or those of third-party service providers. In addition, denial of service attacks, phishing scams, social engineering, ransomware theft, cyber-attacksand cyber-attacks, including those created through or due to use of artificial intelligence or other attacks could be launched against us or our customers for a variety of purposes, including to interfere with our services or create a diversion for other malicious activities. Our defensive measures and training may not prevent unplanned downtime, unauthorized access or unauthorized use of sensitive business data or PII.

Use of technologies based on artificial intelligence by our employees,employees or third-party service providers, whether authorized or unauthorized, may increase the risk that PII, our intellectual property and other proprietary information will be unintentionally disclosed, compromised, or that we may infringe on the intellectual property rights of others. The use of artificial intelligence for code generation introduces inherent risks, as AI-generated code may contain vulnerabilities and insecure patterns, reuse vulnerable or outdated components, or fail to align with the organization’s architecture, and threat model. We could also be subject to liability for claims relating to misuse of PII, such as unauthorized marketing purposes and violation of consumer protection or data privacy laws. In addition, federal, state and foreign rules and regulations may require us to notify authorities as well as individuals of data security incidents involving certain types of PII or information technology systems. In addition, we have agreed in certain agreements to take certain protective measures to ensure the confidentiality of customer data. The costs of systems and procedures associated with such protective measures may increase and could adversely affect our ability to compete effectively. Any failure to adequately enforce or provide these protective measures could result in liability, protracted and costly litigation, governmental and card network intervention and material fines and, with respect to misuse of PII of our customers, lost revenue and reputational harm.harm, any of which may materially adversely affect our business, financial condition or results of operations.

Any type of security breach, attack or misuse of data, whether experienced by us or an associated third-party, could harm our reputation or deter existing or prospective customers from using our services, increase our operating expenses in order to contain and remediate the incident, expose us to unbudgeted or uninsured liability, disrupt our operations (including potential service interruptions), divert management focus away from other priorities, increase our risk of regulatory scrutiny, result in the imposition of material penalties and fines under state, federal and foreign laws or by card schemes and adversely affect our regulatory licenses and banking relationships.relationships, any of which may materially adversely affect our business, financial condition or results of operations. Further, if we were to be removed from networks’ lists of Payment Card Industry Data Security Standard, our existing customers and financial institution partners or other third parties may cease using our services.

Some of these third-party service providers and vendors provide similar services and technology to our competitors, and we do not have long-term or exclusive contracts with them. Our systems and operations or those of our third-party service providers and software providers could be exposed to damage or interruption from, among other things, fire, natural disaster, power loss, telecommunications failure, unauthorized entry, computer viruses, denial-of-service attacks, cyber-attacks, acts of terrorism, human error, vandalism or sabotage, financial insolvency, bankruptcy and similar events. In addition, we may be unable to renew our existing contracts with our most significant service providers or they may stop providing or otherwise supporting the products and services we obtain from them, and we may not be able to obtain these or similar products or services on the same or similar terms as our existing arrangements, if at all. Our third-party service providers might fail to perform their obligations and provide the products and services we obtain from them in a timely manner for any reason. The above could materially adversely affect our operations and profitability due to, among other consequences: loss of revenues; loss of customer data, including PII; material fines imposed by payment networks; harm to our business or reputation resulting from negative publicity; exposure to fraud losses or other liabilities; additional operating and development costs; or diversion of management, technical and other resources.

Inflation can have a major impact on our results of operations. Inflation decreases the value of money and can erode the purchasing power of individuals and businesses, making it more difficult for them to afford goods and services, and requiring them to spend a larger share of their wallet on essential purchases. Therefore, theany growth in the e-commerce market and cross-border trading may be adversely affected by a high inflation environment, such as the one seen in the U.S. in recent years, which can be further exacerbated by macroeconomic changes (such as the tariffs recently imposed or threatened by certain countries during 2025 and in recent months), and subsequently the volumes flowing through our platforms and earnings can be materially adversely impacted. Additionally, high or rapidly increasing inflation can also lead to uncertainty and instability in financial markets in general, which can materially adversely impact our financial performance.

Our rate of revenue growth has slowed at times in the past and may decline in the future, and it may slow or decline more quickly or materially than we expect for a variety of reasons, including as a result of the risks described herein. Our customers have no obligation to continue to use our services, and we cannotcan assurehave youno assurance that they will. The difficulty and costs associated with switching to a competitor may not be significant for many of the services we offer. Our customers’ payment processing activity with us may decrease for a variety of reasons, including customers’ level of satisfaction with our products and services, our pricing and the pricing and quality of competing products or services, the effects of global economic conditions, or reductions in the level of buyers transacting with our customers.customers for various reasons, including as a result of changes in their underlying business models or endmarkets, such as increased automation and the implementation of artificial intelligence, which could over time reduce demand for certain service-based offerings. For example, we target a broad range of businesses that provide services to other businesses—such as IT, marketing, and remote customer care. These sectors could face disruption as artificial intelligence enables companies to handle such functions internally, reducing reliance on outsourced services. This shift may affect the overall addressable market and consequently could adversely impact our revenues.

In addition, the growth of our business depends in part on existing customers expanding their use of our products and services. If we are unable to encourage customers to broaden their use of our services, our growth may slow or stop, and our business may be materially adversely affected. The growth of our business also depends on our ability to attract new customers, to encourage larger customers to use our products and services, and to introduce successful new products and services. We have invested and will continue to invest in improving our platform in order to offer betterenhanced or new features, products and services, but if those features, products and services fail to be successful, our growth may materially slow or decline.

Failure to protect, enforce and defend our intellectual property rights, which may diminish our competitive advantagesdifferentiators or interfere with our ability to market and promote our products and services, and claims that we infringe, misappropriate or otherwise violate third parties’ intellectual property rights, could have a material adverse effect on our business. We alsoOur use of open-source software and may besubject subjectus to claims from licensors related to ownership and use rights.

Our trademarks, trade names, trade secrets, know-how, proprietary technology and other intellectual property are important to our future success. We believe our trademarks and trade names are widely recognized and associated with quality and reliable service. While it is our policy to protect and defend our intellectual property rights vigorously, we cannot predict whether the steps we take to protect our intellectual property will be adequate to prevent infringement, misappropriation, dilution or other potential violations of our intellectually property rights. We also cannot guarantee that others will not independently develop technology with the same or similar functions to any proprietary technology we rely on to conduct our business and differentiate ourselves from our competitors. Unauthorized parties may also attempt to copy or obtain and use our technology to develop applications with the same functionality as our solutions, and policing unauthorized use of our technology and intellectual property rights is difficult and may not be effective.

In addition, we use open-source software in connection with our proprietary software and expect to continue to use open-source software in the future. Some open-source licenses require licensors to provide source code to licensees upon request, prohibit licensors from charging a fee to licensees or require licensors to make available any derivative works of the open-source code on unfavorable terms or at no cost, and we may be subject to such terms. Furthermore, we apply artificial intelligence for code generation and other activities, which may train on or use open-source software and therefore, be subject to open-source license restrictions or obligations. We cannot guarantee that we can successfully insulate our proprietary code from the effects of such open-source license provisions. Accordingly, we may face claims from others claiming ownership of, or seeking to enforce the license terms applicable to such open-source software, including by demanding release of the open-source software, derivative works or our proprietary source code that was developed or distributed with such software. In addition to risks related to license requirements, use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of software. There is little legal precedent in this area and any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could materially harm our business and could help third parties, including our competitors, develop products and services that are similar to or better than ours.

Our products and services may not function as intended due to errors in our or our third-party providers’ software, hardware, and systems, product defects, or due to security breaches or human error in administering these systems, services or products which could materially adversely affect our business.

Our services are based on sophisticated software and computer systems and we may encounter delays when developing new applications and services. Further, our or our third-party providers’ software may contain undetected vulnerabilities, errors or defects. In addition, we may experience difficulties in installing or integrating our technology on systems or with other programs used by our third-party providers. Defects in our or our third-party providers’ software, errors or delays in the processing of electronic transactions or other difficulties and errors, including human errors, in administering these systems, services or products, could result in material interruption of business operations, delay in market acceptance, additional development and remediation costs, diversion of technical and other resources, loss of customers or customer data, regulatory impact, negative publicitypublicity, reputational damage, or exposure to liability claims. Although we attempt to limit our potential liability through disclaimers and limitation of liability provisions in our license and other agreements, we cannot be certain that these measures will successfully limit our liability.

We operate in a rapidly changing industry. Accordingly, our risk management policies and proceduresprocedures, while they are updated and enhanced on an ongoing basis to capture risks from the internal and external environment, as well as risks to products and services the business may face, may not be fully effective to identify, monitor and manage risks our business encounters due to the likelihood and velocity of existing risks occurring and the rise of new risks. In addition, when we introduce new services, focus on new business types, or begin to operate in markets where we have a limited history of fraudfinancial loss, we may be less able to forecast and reserve accurately for those losses. If our policiesrisk management policies, procedures, techniques, and proceduresprocesses are not fullysufficient effectiveto or we are not successful in identifying and mitigatingidentify all of the risks to which we are exposed to enable us to mitigate the risks we have identified, or to identify additional risks to which we may bebecome exposed,subject in the future, we may suffer uninsured liability, harm to our reputation or be subject to litigation or regulatory actions that could materially adversely affect our business, financial condition or results of operations. For example, if our security measures prove insufficient, our business may be materially adversely affected.

Our risk management policies, procedures, techniques, and processes may not be sufficient to identify all of the risks to which we are exposed, to enable us to mitigate the risks we have identified, or to identify additional risks to which we may become subject in the future. As a greater number of larger merchants and customers use our services, we expect our exposure to material or significant losses from a single merchant or customer, or from a small number of merchants or customers, to increase. Moreover, we rely on third-party service providers, such as non-financial institutions and payment service providers, and though our risk management policies align with the requirements of our global regulators in Ireland, the United Kingdom, Singapore and other jurisdictions, our processes may not bealways sufficientsufficiently tocapture monitorrisks compliance by suchthat third parties withmay face across applicable laws and regulations, including anti-money laundering laws. We may incur significant costs with respect to monitoring third-party service providers.providers and as such take a tiered approach focusing on our most critical third-parties. Furthermore, if our risk management policies and processes contain errors or are otherwise ineffective, we may suffer large financial losses, we may be subject to civil and criminal liability, and our business may be materially adversely affected.

We are subject to risks related to changes in currency rates as a result of our international operations and multi-currency customer transactions and from revenues generated and costs incurred in currencies other than the United States dollar. These risks include transaction risk, which occurs when the exchange rate we offer to customers differs from the rate at which we execute corresponding trades with financial institutions, leading to potential gains or losses. This risk is further impacted by timing mismatches, bulk currency purchases for liquidity management, and internal customer balance conversions that are not immediately offset by external bank transactions. We also manage translation risk, as we hold assets (primarily cash in banks) and liabilities (primarily customer balances) in multiple currencies, which are revalued into U.S. dollars for financial reporting purposes. Any of the above may materially adversely affect our reported financial position and results of operations.

An increasing number of jurisdictions have enacted, or are planning to enact, tax legislation consistent with the Organization for Economic Co-operation and Development’s (“OECD”) proposal for a global minimum tax of 15% on reported profits (Pillar Two of the OECD Model Rules). SuchWhile Pillar Two legislation is generally effective for tax years beginning on or after January 1, 2024.2024, Whileit existing legislation relatedapplies to Payoneer beginning January 1, 2025 with respect to those jurisdictions in which we operate that have enacted such legislation. Based on the Company’s analysis, there was not a globalmaterial minimumimpact on the Company’s income tax did not adversely impact our effective tax rateprovision for the yearperiod ended December 31, 2024,2025, but our effective tax rate and cash tax payments may be adversely affected in future years as a result of these changes.

Many of the jurisdictions in which we conducthave businessoperations have detailed transfer pricing rules, which require contemporaneous documentation establishing that all transactions with non-resident related parties be priced using arm’s length pricing principles. Tax authorities in these jurisdictions could challenge our related party transfer pricing policies and, consequently, the tax treatment of corresponding expenses and income. If any tax authority were to be successful in challenging our transfer pricing policies, we may be liable for additional corporate income tax, withholding tax, indirect tax and penalties and interest related thereto, which may have a material impact on our results of operations and financial condition.

We are subject to regular review and audit by the relevant tax authorities in the jurisdictions in which we operate and as a result, the authorities in these jurisdictions could audit or review, and in some cases are auditing or reviewing, our tax returns and may impose additional significant taxes, interest and penalties, challenge the transfer pricing policies adopted by us, claim that our operations constitute a taxable presence in different jurisdictions and/or that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries, any of which could materially affect our income tax provision, net income, or cash flows in the period or periods for which such determination is made.

Furthermore, companies in the electronic payments industry, including us, may become subject to incremental taxation in various tax jurisdictions.jurisdictions, including jurisdictions where we do not have a physical presence but where our customers reside. The cost to comply with such laws or regulations could be significant. Taxing jurisdictions have not yet adopted uniform positions on this topic. We could be required to collect and or remit additional sales, use, value added, digital services, equalization levy or other similar taxes, either direct or indirect, or be subject to other liabilities that may increase the costs our customers would have to pay for our products and services and materially adversely affect our results of operations. If we are required to be responsible for payment of such additional taxes and are unable to pass such taxes or expenses through or collect them from our customers, our costs would increase, and our net income (loss) may be materially reduced.

We are subject to risks relating to our Working Capital products, including collectioncollection, risk,and regulatory risk, and risks associated with the availability of capital for our Working Capital products.

The Working Capital products we provide are generally in the form of “merchant capital advances,” (i.e., purchase of future unsecured receivables from our customers). There is no economic recourse available to us in the event that the future receivables are not generated. Adverse changes in macroeconomic conditions or performance of our customers’ business could cause some of our customers who utilize our Working Capital products to cease operating or to experience a decline in their payment receipts, thereby rendering the receivables lower than the amount advanced and/or causing the repayment period to be extended beyond the original settlement term. With a merchant capital advance, the speed of settlement determines our effective yield, so any extension of settlement periods would be expected to reduce the effective yield we receive on such product. Further, we devote resources to collecting, and from time to time are unable to recover, some purchased receivables, which may have a material adverse effect on our results.receivables. In addition, adverse changes in macroeconomic conditions could lead to a decrease in the number of our customers who are eligible for our Working Capital products.

Merchant capital advances are subject to limited regulatory scrutiny in most jurisdictions, but some regulatory bodies may take a view that merchant capital advances should be subject to licensing requirements. Under such circumstances, or if the terms upon which we are able to offer merchant capital advances were required to be changed in order to comply with any requirements imposed by a regulatory body, we may need to pursue changes to the current model or pursue an alternative model for providing our Working Capital products.products, Substantial changes of the modelwhich may leadadversely to a loss or modification of our financing facilities and as a result,affect this portion of our business may be materially adversely affected.business.

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 multicurrencymulti-currency account capabilities, workforce management capabilities and includes services such as working capital solutions 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, and contractors, and partners as if they were local.

We primarily generate revenues when Payoneer customers use the funds in their Payoneer account to make a payment, make a purchase or to withdraw the funds to a financial institution. For our customers transacting on a B2B or DTC basis, we also in certain circumstances generate revenue when they receive funds, such as when they invoice a customer or collect payments via their webstore. Additionally, given the significant customer funds held on our platform and ongoing growth in those balances, and in light of the high interest rate environment in the U.S. and elsewhere, interest earned on customer funds held on our platform has been a significant source of revenue. Our long-term strategy is centered on growing the number of customers on our platform who fit our idealtarget customer profile, namely – those who are customers that have on average over $500 a month in volumeeconomic and wererisk active over the trailing twelve-month period,profile, and on increasing the revenue we earn from each customer. We believe that successful execution of this strategy will drive revenue growth as (i) adding new customers who meet our ideal customertarget profile, improving retention, and increasing our product offerings to capture more wallet share will drive greater ad valorem volume of transactions processed through the Payoneer platform; and (ii) introducing new products and services and increasing customer adoption of additional products and services will improve our monetization of customers over time. Volume is one of the primary drivers for our revenue growth. See “Key Metrics and Non-GAAP Financial Measures” for additional information.

SinceIn 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, 2023,2023. During the war, conflicts between Israel has been at war with Hamas and Hezbollah, and exchanged attacks with Iran and other proxies of the regime.Iranian Despiteregime were involved as well. During the ongoing war, we have 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 arecontinue monitoringto 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 55%51% of our global employee base is located in Israel, including approximately 78%79% of our research and development resources.resources, Atas thisof time,December an31, 2025. An insignificant portion of our Israeli workforce have beenwere called to military reserve duty and we have contingencies in place to cover impacted roles and responsibilities.

The evolving conflict is likely to 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 washave insignificantbeen for the year ended December 31, 2024immaterial and is included within revenues from Europe, Middle East, and Africa within Note 2019 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

TheDespite the recent ceasefire, the volatility in the region is high, and the state of the ongoing 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 warregional conflicts may have on our future results of operations. Any further escalation, expansion, or prolonged continuation of the ongoing conflictconflicts 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 ourthe results of our operations.

DuringThe 2022,ongoing a geopolitical and armed conflictwar between Ukraine and Russia, which developed into an ongoing war,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 havedo developednot provide services to customers in Russia, and implementedwe have limited our payment services to Belarus customers. We maintain a robust transaction monitoring program designed to comply with imposed sanctionssanctions. and to monitor the impact the conflict may have on our results of operations. During 2022, we ceased to provide services to customers in Russia and have limited our payment services to Belarus customers. We have continued to provide services to customers located in Ukraine and ourOur revenues in Ukraine have remained relatively stable.stable as a percentage of our business. For the years ended December 31, 2025, 2024 and 2023,2023 Ukraine and Belarus, combined, accounted for less than 10% of our revenue, of which Belarus accounted for less than 1% of our revenue, respectively.revenue. Further escalation of the conflict may have a material effect on our results of operations.

Macroeconomic conditions, includingsuch as 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 to trade policies (including tariffs), particularly in the U.S, local political instability, global health crises, supply chain dislocations, regional and other conflicts, including the ongoing war in Ukraine and Israel’s ongoing conflicts in the Middle East, and disruptionsthe volatility in the region, and instability and regulatory changes in the banking sector, asmay well as evolving changescontinue to trade policies (including tariffs) particularly in the U.S, 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.

During 2023, the U.S. Federal Reserve raised the target benchmark interest rate by 525 basis points to a high of 525 to 550 basis points by August 2023. 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. While there remains uncertainty as toAlthough the timing and magnitude ofin futureinterest rates remains uncertain, given recent interest rate changes,cuts by the U.S. Federal Reserve, we can expect toand seethe amarket negativegenerally impactanticipates on our revenue from decliningthat interest rates will continue to decline over the medium-term.medium term, which will negatively impact our interest income. In response, asto ofreduce theour yearsensitivity endedto Decemberdeclines 31,in 2024,short term interest rates we have invested a total of $1.8 billion of our customer funds in both available-for-sale debt securities and term deposits toas reduceof ourthe sensitivityyear toended declinesDecember in31, short term interest rates,2025, and we have purchased interest rate derivative contracts with respect to $1.9$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.

Continued Growth of Digital Commerce. We have continued to see growth in digital commerce, as businesses of all sizes increasingly look to access the global digital economy and as the market for goods, labor, and services becomes more global and more distributed. In 2022 and 2023, we saw e-commerce growth rates normalizing to pre-pandemic levels due to a combination of macroeconomic factors, including supply chain disruptions, inflation and higher interest rates, and consumers shifting spending preferences from goods to services, including travel, following the loosening of pandemic restrictions. In 2024,2025 we have seen e-commerceslower growth accelerate,in ase-commerce macroeconomicrelative conditionsto 2024, due to more volatile macro-economic and trade conditions, softer consumer sentimentspending haveand improved.weaker consumer sentiment. For the years ended December 31, 2024,2025, 20232024 and 2022,2023, total volume increased by 21%,9%, 11%21% and 8%11% on a year-over-year basis, respectively.

Multiple Acquisition Channels Allow Us to Add Customers, Including Those That Meet Our Ideal CustomerTarget Profile. We operate a two-sided network, providing services to buyers and suppliers, businesses and contractors, marketplaces and marketplace sellers, and connecting them via a single platform.

We benefit from a strong brand in the markets in which our customers operate, and especially in key e-commerce markets such as China. We continue to make investments both in our brand and in our go-to-market infrastructure, including in our local go-to-market teams. Our financial performance will depend in large part on our ability to continue to add customers, including customers who meet our idealtarget customereconomic profile.and risk profiles.

We benefit from a local presence and significant expertise in the markets in which our customers operate. We collaborate with many partners around the world, including local logistics firms, accounting firms, marketing companiescompanies, incorporation services providers and others, and these serve as a valuable acquisition channel for our business. We also integrate our services into software platforms, including accounting software providers, and with banks and other local payment providers. These partnerships enable us to offer better service to our customers and to cost-effectively acquire new customers. Our ability to innovate and grow is dependent, in part, on our ability to maintain and grow our partnership base.

We will continue to make significant investments in both existing and new products and services, including for those customers who operate B2B and direct-to-consumer models. We remain focused on increasing our penetration in these markets through new customer acquisition and from driving increased adoption of these and other services, such as our card product.

As we meet more of the needs of our customers, we expect to growincrease the revenues we earn from customers and to drive improved retention. Our ability to continue to grow our revenues is dependent on our ability to continue to grow our customer base and to drive increased adoption of our B2B, Checkout, card products and other differentiated offerings.

Our customers are also impacted by the macroeconomic and geopolitical environment, both the global environment and specific regional or local factors. For example, we believe that trade policy and the higher tariffs (asimposed recentlyin threatened2025 orand imposedin recent months by certain countries, including the U.S.)United mayStates increaseand theother costscountries ofhave cross-bordernegatively trade.impacted both consumer demand for tariff-sensitive products and business investment.

The majority of our revenues are generatedderived from transaction fees,based fees on our customers' payment volume, which vary based on the type of servicehow the customer utilizes. Transaction fee revenue principally consists of revenue generated when customers use the funds in their funds,account. eitherThese tofees are earned when customers withdraw their funds from our platform to a local banking institution or to use thethose funds to make payments. We also earn fees in certain circumstances generate revenueinstances when customers receive funds, such as whenthrough theyour invoiceinvoicing a customerservices, or collect payments via their webstore or from other businesses.activity. Some services, such as our virtual commercial cards,card offering, typically generate higher transaction fees from a dollar of volume than if that same dollar was withdrawn to a customer’s bank account. We also generate revenue from non-volume-based products and services which are based on a fixed fee.

Transaction costs mainly consist of fees paid to the banks, processors and networks that process payments to and from the Payoneer platform, costs to acquire currencies, card supply costs, losses related to certain of our services, and expenses related to the outstanding balance associated with the 2021 Receivables Loan and Security Agreement (the “Warehouse Facility”, (for which the scheduled revolving period is now expired as described in greaterOctober detail2024, belowwhile underthe “—agreement Liquidityterminated andin CapitalApril Resources”2025). These costs are net of any rebate programs with banks and processors, such as volume rebates. Transaction costs are primarily driven by volume and number of transactions and generally increase as volume and number of transactions increase, while certain of our products and services, such as our commercial card or checkoutCheckout product, and certain billing services and increases in flows in certain markets driveincur higher transaction costs.

We are exposed to potential transaction losses such as credit or debit collections losses, recalled payments, card negative balances andbalances, chargebacks and capital advance losses. These costs are included in transaction costs. We record an allowance for estimated losses arising from the above scenarios as well as doubtful capital advances.advance collections.

Other operating expenses mainly include compensation for our employees and subcontractors, who support customer service calls, customer onboarding costs,and bankingsupport infrastructureneeds, implementations,payment transactionoperations, compliance and risk monitoring and liquidity managementactivities as well as indirectthird party vendor costs incurred forrelated to fraud detection,detection capabilities, compliance operations, regulatory servicesservices, andas well as maintenance costs related to our customer callengagement center infrastructure.

Research and development expenses consist primarily of employee compensation and related costs, professional services and consulting expenses, and non-capitalized costs associated with the development of new technologies.technologies and maintenance of existing infrastructure. Such non-capitalized costs are charged to the consolidated statements of comprehensive income (loss) as incurred.

Sales and marketing expenses consist of costs for business development, customer success, product launch costs, marketing and advertising costs, retention costs and certaincosts, customer acquisition costs paid to customers, marketplaces and third parties and includes employee compensation and related costs.

Financial income (expense), net includes gains (losses) from foreign exchange fluctuations. We conduct transactions worldwide and settle accounts with our financial intermediaries in various currencies. Interest income (expense) from corporate cash and cash equivalents deposited in our accounts is also included under financial income (expense), net, which vary based on cash and cash equivalents balances, and based on market rates. In addition, as a result of the reverse recapitalization transaction we completed with FTAC Olympus Acquisition Corp. (“FTOC”) in 2021, we assumed public warrants that were exercisable for shares of our common stock. These warrants were repurchased and redeemed in full in September 2024 (Refer to Note 1817 to our consolidated financial statements included elsewhere within this Annual Report on Form 10-K for details), but prior to the repurchase and redemption were classified as a liability and remeasured at period end and the corresponding mark-to-market adjustment were included in financial income (expense), net.

We are in a taxable income position in the U.S. and in certain foreign jurisdictions, for which there are income taxes recorded. In addition, we record expenses associated with uncertain income tax positions. We also recognize deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.

Revenues were $1,052.8 million for the year ended December 31, 2025, an increase of $75.1 million, or 8%, compared to $977.7 million for the year ended December 31, 2024, an increase of $146.6 million, or 18%, compared to $831.1 million for the year ended December 31, 2023.2024. This increase in revenue was generally in line with volume, which grew by $14.0$7.4 billion, or 21%9% compared to the year ended December 31, 2023.2024. The increase in revenue was driven by an increase in SMB revenue, including $66.3$52.0 million from B2B SMBs, $33.3 million from SMBs that sell on marketplaces, $47.0 million from B2B SMBs, and $13.7$12.5 million from SMBs selling DTC. Note that certain non-volume revenues, including those related to banking partnerships and FX, which were previously allocated to SMBs that sell on marketplaces have been re-classified to B2B SMBs to better reflect the customers generating those revenues. Accordingly, the year-over-year change is calculated on a restated comparative basis. This change had no impact on total revenue or volumes. The growth in SMB revenue was driven by certain monetization initiatives, continued adoption of our high value services, certain monetization initiatives,and ongoing growth in high value regions,regions. and growth in the number of customers on our platform. The remainingThis increase in revenues was drivenpartially offset by ana increasedecrease of $26.2$25.2 million in interest income earned on customer balances resulting from modestly higherlower interest ratesrates, and partially offset by an increase in customer balances held on our platform compared to the prior year period.

Other operating expenses were $165.3 million for the year ended December 31, 2025, a decrease of $4.3 million, or 3%, compared to $169.6 million for the year ended December 31, 2024, an increase of $8.9 million, or 6%, compared to $160.6 million for the year ended December 31, 2023.2024. This increasedecrease was primarily driven by ana increase of $13.6$3.0 million reduction in informationthird-party technologycontractor expensesexpenses, anda an increase of $1.1$3.0 million decrease in reserves related to ongoing regulatory matters, partially offset byand a decrease of $5.2$1.9 million decrease in employee compensation, benefits and other employee-related expenses primarilylargely due to alower decreasestock-based compensation expenses. These decreases were partially offset by an increase of $2.1 million in employeeinformation headcount.technology expenses.

Research and development expenses were $155.4 million for the year ended December 31, 2025, an increase of $20.8 million, or 15%, compared to $134.6 million for the year ended December 31, 2024, an increase of $15.4 million, or 13%, compared to $119.2 million for the year ended December 31, 2023.2024. This increase was driven primarily by ana increase of $19.5$11.3 million rise in employee compensation, benefits and other employee-related expenses asdue primarily to a result of an increase inhigher average employee headcount, a $2.1$3.0 million increase due to restructuring expenses, $5.3 million increase in information technology expenses, and a $1.7$7.3 million increase in third-party contractor expenses.expenses, and a $1.3 million increase in facilities costs. This was partially offset by ana $7.9 million increase of $9.2 million in the amount of payrollemployee compensation, benefits and related expenses and third-party relatedcosts coststhat were capitalized as internal use software.software, and a decrease of $1.2 million in third-party consultancy expenses.

Sales and marketing expenses were $235.2 million for the year ended December 31, 2025, an increase of $23.4 million, or 11%, compared to $211.8 million for the year ended December 31, 2024, an increase of $15.2 million, or 8%, compared to $196.7 million for the year ended December 31, 2023.2024. This increase was primarily driven mainly by an increase of $11.9$11.5 million rise in expendituresspending on certain direct marketing efforts,initiatives, ana $10.1 million increase ofin $2.2employee compensation, benefits and other employee-related expenses due primarily to a higher average employee headcount, and a $0.7 million in partnership commissions, and an increase of $1.2 million in information technology expenses.

Depreciation and amortization expenses were $65.6 million for the year ended December 31, 2025, an increase of $18.3 million, or 39%, compared to $47.3 million for the year ended December 31, 2024, an increase of $19.5 million, or 70%, compared to $27.8 million for the year ended December 31, 2023.2024. The increase was primarily driven primarily by an increase inhigher amortization of internal use software costs.costs, consistent with increased internal-use software capitalized.

Financial expense, net was $9.6$9.0 million for the year ended December 31, 2024,2025, a change of $38.5$0.6 million or 5% compared to $28.9$9.6 million in incomefinancial expense, net for the year ended December 31, 2023.2024. The change was primarily driven by a $14.7 million loss on warrant repurchase/redemption and a $2.8 million gain from the change in fair value of the warrant repurchaseliability recorded in the prior year period, neither of which recurred in 2025, which was largely offset by an $11.1 million reduction in corporate interest income as a result of lower average invested balances and redemptionlower transactioninterest in 2024,rates, as well as a gain$2.4 million decrease on revaluationthe ofexchange warrantrate liabilitiesloss (prior to repurchase and redemption) that was $14.6 million lower infor the current year periodended December 31, 2025 when compared to priorthe year,year asended wellDecember as31, a $9.9 million increase in loss on revaluation of foreign currency balances.2024.

On May 7, 2023, our Board of Directors authorized a stock repurchase program that provides for the repurchase of up to $80.0 million of our common stock, including any applicable excise tax. On December 7, 2023, the Board of Directors authorized an amendment to the program to increase the authorized amount of repurchases to an aggregate amount not to exceed $250.0 million, including the amount that remained available as of December 7, 2023 to repurchase common stock under, but not any prior repurchases effected pursuant to, the previous authorization, and any applicable excise tax. On July 30, 2025, our Board of Directors amended the existing repurchase authorization to increase the authorized amount of repurchases up to $300 million, which amount includes amounts that remained available to repurchase common stock under, but not any prior repurchases effected pursuant to, the existing repurchase program and any applicable excise tax. The effective date of the amended authorization was August 6, 2025, and the amended authorization expires on December 31, 2025.2027.

During the year ended December 31, 2024,2025, we repurchased 24,807,64727,249,432 shares of our common stock for approximately $136.8$175.1 million, including taxes and fees, of which $0.8$1.75 million was not yet settled at period end. As of December 31, 2024,2025, a total of approximately $103.8$192.1 millionmillion, net of accrued but unpaid excise taxes, remained available for future repurchases of our common stock under the program.

ImpactNet ofcash netprovided incomeby -operating $27.8activities was $233.5 million yearfor overthe year increaseended toDecember operating31, cash flows This increase was driven by2025, an increase in net income of $27.8$56.6 million incompared to $176.9 million for the year ended December 31, 2024 Impact of net income - $48.0 million year over year decrease to operating cash flows This decrease was driven by a $48.0 million decrease in net income for the year ended December 31, 2025 compared to the prior year period, which was primarily a result of $146.6$75.1 million of growth in revenue whichthat was outpaced $101.2by $99.4 million of growth in operating expenses, as well as a $20.9$24.1 million reductionincrease in tax expense, partially offset by a $38.5 million reduction of other financial income, as discussed in the Results of Operations section above.

Impact of non-cash items - $35.7$19.2 million year over year increase to operating cash flows The increasedecrease in net income period over period includes several non-cash items, includingthat resulted in higher non-cash addbacks to net income towhen arrivearriving at operating cash flows compared to prior year, consisting primarily of:

Net cash used in investing activities was $1,961.3$218.3 million for the year ended December 31, 2024,2025, ana increasedecrease of $1,917.0$1,742.9 million compared to net cash used in investing activities of $44.3$1,961.3 million for the year ended December 31, 2023.2024.

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, 2026.2026, However,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.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis, including information with respect to our future performance, liquidity and capital resources, and general and administrative functions, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary NoteStatement on Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Our customers have trusted the Payoneer platform to process $22.8$23.7 billion and $19.7$20.7 billion in volume during the three months ended MarchJune 31,30, 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.

Looking forward, we intend to continue to invest actively to enhance our global platform, deliver new products, extend our regulatory footprint, further automate our operations,operations and increase new customer growth and make acquisitions to accelerate our ability to deliver more value to customers around the world.

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%47% of our global employee base is located in Israel, including approximately 77%74% of our research and development resources, as of MarchJune 31,30, 2026. AnAs 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.

Our revenue derived from customers based in Israel was insignificant for both the three and six months ended MarchJune 31,30, 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.

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.Israel and the region. 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.

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 MarchJune 31,30, 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.

Mergers &Recent Acquisitions

Revenues were $261.6$274.3 million and $535.9 million for the three and six months ended MarchJune 31,30, 2026, an increase of $15.0$13.6 million and $28.6 million, or 5% and 6%, respectively, compared to the prior-yearprior year period. This increase in revenue was primarily comprised of an increase in SMB revenue, including $12.0$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 $3.3six millionmonths fromended SMBsJune selling30, DTC.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 and certain monetization initiatives.regions. This increase in revenues was partially offset by a decrease of $6.4$6.2 million and $12.7 million in interest income earned on customer balances,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.

Transaction costs were $35.2$37.7 million and $72.9 million for the three and six months ended MarchJune 31,30, 2026, respectively, a decrease of $4.1$2.9 million and $7.0 million, or 11%,7% and 9%, respectively, compared to the prior-yearprior periodyear periods. The decrease compared to the prior year periods were driven primarily by a decrease of $2.7$3.2 million and $5.8 million in Network feesfees, and a$1.0 decreasemillion ofand $1.2$2.2 million in Capital advance costs.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 fromwith financial institutions, payment processors and network providers.

Other operating expenses were $40.0$41.3 million for the three months ended MarchJune 31,30, 2026, a decrease of $1.6$1.4 million, or 4%,3%, compared to the prior-yearprior 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$2.3 million in information technology 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.

SalesOther and marketingoperating expenses were $58.1$81.3 million for the threesix months ended MarchJune 31,30, 2026, ana increasedecrease of $3.4$3.1 million, or 6%,4%, compared to the prior-yearprior year period, driven primarily by ana increasedecrease of $2.3$3.2 million in expendituresinformation ontechnology certain marketing effortsexpenses, and ana increasedecrease of $1.3$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.

GeneralResearch and administrativedevelopment expenses were $36.0$47.0 million for the three months ended MarchJune 31,30, 2026, an increase of $6.1$9.6 million, or 20%,26%, compared to the prior-yearprior year period, driven predominatelyprimarily by an increase of $3.7$11.3 million in employee compensation, benefits and other employee-related expenses, an increase of $1.1 million in third-party legal expenses,expenses and an increase of $0.6$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 net decrease of $0.8$1.5 million in indirectthird-party taxcontractor reserves.expenses.

Depreciation and amortization expenses were $18.9$21.2 million and $40.1 million for the three and six months ended MarchJune 31,30, 2026, an increase of $4.5$5.7 million and $10.2 million or 31%36% and 34%, respectively, compared to the prior-yearprior year period, mainly driven by an increase in amortization of internal use of software and depreciation of new purchased fixed assets.

Financial expense, net was $0.8$10.6 million and $11.4 million for the three months and six months ended MarchJune 31,30, 2026, aan decreaseincrease of $0.7$10.4 million,million orand 48%,$9.7 million compared to the prior-yearprior year period, primarily driven by aan decreaseincrease in thelosses recognized related to exchange rate loss during the current period.rates.

Income tax expense was $9.6$8.7 million for the three months ended MarchJune 31,30, 2026, ana increasedecrease of $2.5$1.6 million, or 34%,16%, compared to the three months ended MarchJune 31,30, 2025. The increasedecrease was primarily driven by an increase in foreign subsidiaries' provision to return adjustments, base erosion and anti-abuse tax recognized in the current-year period, and stock-based compensation impacts, partially offset by a decreasereduction in the provision for uncertain tax positions and andecreased increaseU.S. federal income tax expense due to decreased pre-tax income in the U.S. These decreases were partially offset by deferred tax benefitexpense forrecognized income earned fromby foreign customers.subsidiaries related to stock-based compensation.

We believe our existing cash and cash equivalents and cash flows from operating activities will be sufficient to meet our operating working capital, share repurchase, capital advance, and capital expenditure requirements for at least the next twelve months. Our future financing requirements will depend on many factors including our growth rate, the timing and extent of spending to support development of our platform and the ongoing expansion needs of sales and marketing activities. We have in the past and may in the future enter into agreements with third parties with respect to investments in, or acquisitions of, businesses or technologies, which could also require us to seek additional equity or debt financing.

As of MarchJune 31,30, 2026, we had $339.4$346.3 million of cash and cash equivalents.

During the threesix months ended MarchJune 31,30, 2026, we repurchased 14,343,58717,565,934 shares of our common stock for $74.6$90.4 million, including accrued taxes and fees, of which $1.9 million was not yet settled at period end.fees. As of MarchJune 31,30, 2026, a total of $117.4$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.

Net cash provided by operating activities was $51.8$113.0 million for the threesix months ended MarchJune 31,30, 2026, a decrease of $1.9$11.4 million compared to $53.7$124.4 million for the threesix months ended MarchJune 31,30, 2025.

Impact of non-cashchanges itemsin operating assets and liabilities - $11.8$17.6 million currentnet period over prior period increasedecrease to operating cash flows During the periodsix months ended MarchJune 31,30, 2026, changes in certain operating assets and liabilities resulted in net decrease in operating cash flows benefitted from higher non-cash addbacks to net income compared to the prior year, which consisted primarily ofperiod:

Impact of net income - $1.0$23.0 million current period over prior period decrease to operating cash flows The decrease in net income of approximately $23.0 million contributed to the decrease in operating cash flows during the threesix months ended MarchJune 31,30, 2026 was consistent with the decrease in net income of approximately $1.0 million2026, compared to the prior year period. The declinedecrease was partially driven by $14.3a of$41.1 growthmillion increase in operating expenses and a $2.4$9.7 million increase in taxFinance expense, net, due mainly to losses related to exchange rate revaluations. The decline was partially offset by an increase of $15.0$28.7 million in revenue growth, as discussed induring the Resultscurrent ofperiod Operationscompared sectionto above.the prior year period.

Net cash usedprovided inby investing activities was $60.9$50.4 million for the threesix months ended MarchJune 31,30, 2026, an increase of $12.9$183.9 million compared to net cash used in investing activities of $48.0$133.5 million for the threesix months ended MarchJune 31,30, 2025. The increase was primarily driven by $6.5 million of cash paid in connection with the acquisition of Boundless, net of cash acquired. In addition, investments in property and equipment and capitalized internal-use software increased by $5.4 million and $2.6 million, respectively, compared to the prior year period.:

Volume grew 16%15% for the three months ended MarchJune 31,30, 2026 when compared to the priorthree yearmonths period,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, strong growth in volume from B2B SMBs, and continued growth in volumes from SMBs selling on marketplaces.