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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Payoneer Global Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40547	86-1778671
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
	195 Broadway, 27^th floor New York, New York, 10007
	(Address of principal executive offices, including zip code)

	(212) 600-9272
Registrant’s Telephone Number, Including Area Code
N/A
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	PAYO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of October 31, 2025, the registrant had 356,440,304 shares of common stock outstanding.

Table of Contents

Payoneer Global Inc.

Form 10-Q

For the Period Ended September 30, 2025

Table of Contents


	Page

PART I. FINANCIAL INFORMATION	4

Item 1. Financial Statements (Unaudited)	4
Condensed consolidated balance sheets (Unaudited)	5
Condensed consolidated statements of comprehensive income (Unaudited)	6
Condensed consolidated statements of changes in shareholders’ equity (Unaudited)	7
Condensed consolidated statements of cash flows (Unaudited)	9
Notes to the condensed consolidated financial statements (Unaudited)	11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3. Quantitative and Qualitative Disclosures About Market Risk	38
Item 4. Controls and Procedures	39

PART II. - OTHER INFORMATION	39

Item 1. Legal Proceedings	39
Item 1A. Risk Factors	39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3. Defaults upon Senior Securities	40
Item 4. Mine Safety Disclosures	40
Item 5. Other Information	41
Item 6. Exhibits	41
Signatures	42

Table of Contents

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including the information incorporated herein by reference, contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” and other similar words and expressions (or the negative version of such words or expressions), but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of Payoneer Global Inc.’s (“Payoneer”) management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: (1) changes in applicable laws or regulations; (2) the possibility that Payoneer may be adversely affected by geopolitical events and conflicts, such as Israel’s conflicts in the Middle East, and other economic, business and/or competitive factors, such as changes in global trade policies (including the imposition of tariffs); (3) changes in the assumptions underlying Payoneer’s financial estimates; (4) the outcome of any known and/or unknown legal or regulatory proceedings; and (5) other factors, described under the heading “Risk Factors” discussed and identified in public filings made with the U.S. Securities and Exchange Commission (the “SEC”) by Payoneer.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of Payoneer prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the matters addressed in this Quarterly Report on Form 10-Q and attributable to Payoneer or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q. Except to the extent required by applicable law or regulation, Payoneer undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events.

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PART I. FINANCIAL INFORMATION

PAYONEER GLOBAL INC.

QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2025

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		Page
Condensed consolidated financial statements (unaudited) in thousands of U.S. dollars:
Condensed consolidated balance sheets (Unaudited)		5
Condensed consolidated statements of comprehensive income (Unaudited)		6
Condensed consolidated statements of changes in shareholders’ equity (Unaudited)		7
Condensed consolidated statements of cash flows (Unaudited)		9
Notes to condensed consolidated financial statements (Unaudited)		11

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PAYONEER GLOBAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA


	September 30,		December 31,
	2025		2024
Assets:
Current assets:
Cash and cash equivalents	$	479,448	$	497,467
Restricted cash		8,659		6,633
Customer funds		6,772,912		6,439,153
Accounts receivable (net of allowance of $339 and $382 at September 30, 2025 and December 31, 2024, respectively)		14,351		11,937
Capital advance receivables (net of allowance of $4,258 at September 30, 2025 and $4,955 at December 31, 2024, respectively)		42,385		56,242
Other current assets		83,641		88,210
Total current assets		7,401,396		7,099,642
Non-current assets:
Property, equipment and software, net		20,552		16,053
Goodwill		77,785		77,785
Intangible assets, net		205,890		102,390
Customer funds		350,000		525,000
Restricted cash		20,916		17,653
Deferred tax assets, net		49,898		41,523
Severance pay fund		813		757
Operating lease right-of-use assets		48,777		19,403
Other assets		29,429		30,174
Total assets	$	8,205,456	$	7,930,380
Liabilities and shareholders’ equity:
Current liabilities:
Trade payables	$	39,676	$	37,302
Outstanding operating balances		7,122,912		6,964,153
Other payables		145,731		129,621
Total current liabilities		7,308,319		7,131,076
Non-current liabilities:
Deferred tax liabilities, net		25,098		1,471
Other long-term liabilities		121,552		73,043
Total liabilities		7,454,969		7,205,590
Commitments and contingencies (Note 14)

Shareholders’ equity:
Preferred stock, $0.01 par value, 380,000,000 shares authorized; no shares were issued and outstanding at September 30, 2025 and December 31, 2024.		—		—
Common stock, $0.01 par value, 3,800,000,000 and 3,800,000,000 shares authorized; 408,020,561 and 395,965,588 shares issued and 358,836,004 and 360,093,249 shares outstanding at September 30, 2025 and December 31, 2024, respectively.		4,080		3,960
Treasury stock at cost, 49,184,557 and 35,872,339 shares as of September 30, 2025 and December 31, 2024, respectively.		(287,978)		(193,724)
Additional paid-in capital		875,504		821,196
Accumulated other comprehensive loss		(1,266)		(12,609)
Retained earnings		160,147		105,967
Total shareholders’ equity		750,487		724,790
Total liabilities and shareholders’ equity	$	8,205,456	$	7,930,380

The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).

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PAYONEER GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA


	Three months ended				Nine months ended
	September 30,				September 30,
	2025		2024		2025		2024
Revenues	$	270,850	$	248,274	$	778,081	$	715,977

Transaction costs (Excluding depreciation and amortization shown separately below)		42,483		38,058		122,398		108,985
Other operating expenses		40,386		44,892		124,747		126,417
Research and development expenses		39,864		34,616		114,522		94,247
Sales and marketing expenses		59,489		52,311		171,527		152,815
General and administrative expenses		36,141		29,725		103,061		80,036
Depreciation and amortization		16,140		13,510		46,083		33,630
Total operating expenses		234,503		213,112		682,338		596,130

Operating income		36,347		35,162		95,743		119,847

Financial income (expense):
Gain from change in fair value of Warrants		-		-		-		2,767
Loss on warrant repurchase/redemption		-		(14,746)		-		(14,746)
Other financial income (expense), net		(5,836)		1,674		(7,613)		5,397
Financial expense, net		(5,836)		(13,072)		(7,613)		(6,582)

Income before income taxes		30,511		22,090		88,130		113,265

Tax benefit (expense) on income		(16,388)		19,484		(33,950)		(10,292)

Net income	$	14,123	$	41,574	$	54,180	$	102,973

Other comprehensive income
Unrealized gain on available-for-sale debt securities, net		892		12,256		10,696		13,127
Tax expense on unrealized gains on available-for-sale debt securities, net		(200)		(2,816)		(2,374)		(2,816)
Unrealized gain (loss) on cash flow hedges, net		(1,668)		1,168		2,477		503
Tax benefit (expense) on unrealized gains (losses) on cash flow hedges, net		320		(211)		(488)		(91)
Unrealized gain (loss) on interest rate floor, net		(6,190)		-		1,948		-
Tax benefit (expense) on unrealized gains (losses) on interest rate floor, net		1,376		-		(369)		-
Foreign currency translation adjustments		(444)		-		(547)		-
Other comprehensive income		(5,914)		10,397		11,343		10,723

Comprehensive income	$	8,209	$	51,971	$	65,523	$	113,696

Per Share Data
Net income per share attributable to common stockholders — Basic earnings per share	$	0.04	$	0.12		0.15		0.29
— Diluted earnings per share	$	0.04	$	0.11		0.14		0.27

Weighted average common shares outstanding — Basic		368,266,611		357,297,824		372,726,412		357,631,049
Weighted average common shares outstanding — Diluted		377,633,523		374,303,470		388,619,245		379,125,363

The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).

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PAYONEER GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA


									Accumulated
							Additional		other
	Common Stock			Treasury Stock			paid-in		comprehensive		Retained
	Shares	Amount		Shares	Amount		capital		income (loss)		earnings		Total
Balance at June 30, 2025	404,801,165	$	4,048	(42,564,814)	$	(243,405)	$	859,590	$	4,648	$	146,024	$	770,905
Exercise of options, warrants and vested RSUs, net of taxes paid related to settlement of equity awards	3,219,396		32	—		—		(2,436)		—		—		(2,404)
Stock-based compensation	—		—	—		—		18,350		—		—		18,350
Common stock repurchased	—		—	(6,619,743)		(44,573)		—		—		—		(44,573)
Unrealized gain on available-for-sale debt securities, net	—		—	—		—		—		892		—		892
Tax expense on unrealized gains on available-for-sale debt securities, net	—		—	—		—		—		(200)		—		(200)
Unrealized loss on cash flow hedges, net	—		—	—		—		—		(1,668)		—		(1,668)
Tax benefit on unrealized losses on cash flow hedges, net	—		—	—		—		—		320		—		320
Unrealized loss on interest rate floor, net	—		—	—		—		—		(6,190)		—		(6,190)
Tax benefit on unrealized losses on interest rate floor, net	—		—	—		—		—		1,376		—		1,376
Foreign currency translation adjustments	—		—	—		—		—		(444)		—		(444)
Net income	—		—	—		—		—		—		14,123		14,123
Balance at September 30, 2025	408,020,561	$	4,080	(49,184,557)	$	(287,978)	$	875,504	$	(1,266)	$	160,147	$	750,487

Balance at June 30, 2024	382,998,980	$	3,830	(30,309,589)	$	(154,692)	$	773,888	$	150	$	46,203	$	669,379
Exercise of options and vested RSUs, net of taxes paid related to settlement of equity awards	7,634,452		76	—		—		9,289		—		—		9,365
Stock-based compensation	—		—	—		—		18,510		—		—		18,510
Common stock repurchased	—		—	(3,748,301)		(21,351)		—		—		—		(21,351)
Unrealized gain on available-for-sale debt securities, net	—		—	—		—		—		12,256		—		12,256
Tax expense on unrealized gains on available-for-sale debt securities, net										(2,816)				(2,816)
Unrealized gain on cash flow hedges, net	—		—	—		—		—		1,168		—		1,168
Tax expense on unrealized gains on cash flow hedges, net	—		—	—		—		—		(211)		—		(211)
Net income	—		—	—		—		—		—		41,574		41,574
Balance at September 30, 2024	390,633,432	$	3,906	(34,057,890)	$	(176,043)	$	801,687	$	10,547	$	87,777	$	727,874

The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).

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PAYONEER GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA


									Accumulated
							Additional		other
	Common Stock			Treasury Stock			paid-in		comprehensive		Retained
	Shares	Amount		Shares	Amount		capital		income (loss)		earnings		Total
Balance at December 31, 2024	395,965,588	$	3,960	(35,872,339)	$	(193,724)	$	821,196	$	(12,609)	$	105,967	$	724,790
Exercise of options, warrants and vested RSUs, net of taxes paid related to settlement of equity awards	11,376,622		113	—		—		(8,089)		—		—		(7,976)
Stock-based compensation	—		—	—		—		58,476		—		—		58,476
ESPP shares issued	678,351		7	—		—		3,921		—		—		3,928
Common stock repurchased	—		—	(13,312,218)		(94,254)		—		—		—		(94,254)
Unrealized gain on available-for-sale debt securities, net	—		—	—		—		—		10,696		—		10,696
Tax expense on unrealized gains on available-for-sale debt securities, net	—		—	—		—		—		(2,374)		—		(2,374)
Unrealized gain on cash flow hedges, net	—		—	—		—		—		2,477		—		2,477
Tax expense on unrealized gains on cash flow hedges, net	—		—	—		—		—		(488)		—		(488)
Unrealized gain on interest rate floor, net	—		—	—		—		—		1,948		—		1,948
Tax expense on unrealized gains on interest rate floor, net	—		—	—		—		—		(369)		—		(369)
Foreign currency translation adjustments	—		—	—		—		—		(547)		—		(547)
Net income	—		—	—		—		—		—		54,180		54,180
Balance at September 30, 2025	408,020,561	$	4,080	(49,184,557)	$	(287,978)	$	875,504	$	(1,266)	$	160,147	$	750,487

Balance at December 31, 2023	368,655,185	$	3,687	(11,064,692)	$	(56,936)	$	732,894	$	(176)	$	(15,196)	$	664,273
Exercise of options and vested RSUs, net of taxes paid related to settlement of equity awards	21,280,984		212	—		—		16,556		—		—		16,768
Stock-based compensation	—		—	—		—		48,988		—		—		48,988
ESPP shares issues	697,263		7	—		—		3,249		—		—		3,256
Common stock repurchased	—		—	(22,993,198)		(119,107)		—		—		—		(119,107)
Unrealized gain on available-for-sale debt securities, net	—		—	—		—		—		13,127		—		13,127
Tax expense on unrealized gains on available-for-sale debt securities, net										(2,816)				(2,816)
Unrealized gain on cash flow hedges, net	—		—	—		—		—		503		—		503
Tax expense on unrealized gains on cash flow hedges, net	—		—	—		—		—		(91)		—		(91)
Net income	—		—	—		—		—		—		102,973		102,973
Balance at September 30, 2024	390,633,432	$	3,906	(34,057,890)	$	(176,043)	$	801,687	$	10,547	$	87,777	$	727,874

The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).

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PAYONEER GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

U.S. DOLLARS IN THOUSANDS


	Nine months ended
	September 30,
	2025		2024
Cash Flows from Operating Activities
Net income	$	54,180	$	102,973
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		46,083		33,630
Deferred taxes		(11,761)		(17,073)
Stock-based compensation expenses		56,613		46,173
Gain from change in fair value of Warrants		—		(2,767)
Loss on warrant repurchase/redemption		—		14,746
Interest and amortization of discount on investments		(2,086)		(6,401)
Foreign currency re-measurement gain		(4,965)		(109)
Changes in operating assets and liabilities:
Other current assets		11,279		(36,277)
Trade payables		2,882		8,904
Deferred revenue		258		808
Accounts receivable, net		(2,405)		(1,255)
Capital advance extended to customers		(235,407)		(260,435)
Capital advance collected from customers		249,264		248,980
Other payables		1,394		(6,619)
Other long-term liabilities		13,086		(3,667)
Operating lease right-of-use assets		7,610		9,802
Other assets		(7,448)		(374)
Net cash provided by operating activities		178,577		131,039

Cash Flows from Investing Activities
Purchase of property, equipment and software		(12,285)		(4,449)
Capitalization of internal use software		(43,886)		(39,666)
Severance pay fund distributions, net		(56)		12
Customer funds in transit, net		(56,747)		(80,098)
Purchases of investments in available-for-sale debt securities		(351,824)		(1,255,686)
Maturities and sales of investments in available-for-sale debt securities		253,500		214,000
Purchases of investments in term deposits		—		(600,000)
Maturities of investments in term deposits		75,000		—
Cash paid in connection with acquisition, net of cash and customer funds acquired (refer to Note 3 for further information)		(33,081)		(48,219)
Net cash used in investing activities		(169,379)		(1,814,106)

Cash Flows from Financing Activities
Proceeds from issuance of common stock in connection with stock-based compensation plan, net of taxes paid related to settlement of equity awards and proceeds from employee equity transactions to be remitted to employees		(3,237)		23,015
Outstanding operating balances, net		136,622		(314,764)
Borrowings under debt facility		—		15,120
Repayments under debt facility		—		(20,312)
Receipts of collateral on interest rate derivatives		89,550		—
Payments of collateral on interest rate derivatives		(90,010)		—
Consideration related to previous acquisitions		455		—
Warrant repurchase/redemption		—		(19,534)
Payment on exercise of warrants		(1,332)		—
Common stock repurchased		(95,029)		(120,457)
Net cash provided by (used in) financing activities		37,019		(436,932)

Effect of exchange rate changes on cash and cash equivalents		5,177		109

Net change in cash, cash equivalents, restricted cash and customer funds		51,394		(2,119,890)
Cash, cash equivalents, restricted cash and customer funds at beginning of period		5,658,210		7,018,367
Cash, cash equivalents, restricted cash and customer funds at end of period	$	5,709,604	$	4,898,477
Supplemental information of investing and financing activities not involving cash flows:
Property, equipment, and software acquired but not paid	$	505	$	1,569
Internal use software capitalized but not paid	$	6,201	$	6,271
Common stock repurchased but not paid	$	—	$	150
Right of use assets obtained in exchange for new operating lease liabilities	$	34,440	$	6,533

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PAYONEER GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)

U.S. DOLLARS IN THOUSANDS

The following table reconciles cash, cash equivalents, restricted cash and customer funds as reported in the condensed consolidated balance sheets to the total of the same amounts shown in the condensed consolidated statements of cash flows:


	As of September 30,
	2025		2024
Cash and cash equivalents	$	479,448	$	534,170
Current restricted cash		8,659		4,994
Non-current restricted cash		20,916		16,848
Customer funds
Current customer funds		6,772,912		5,560,767
Non-current customer funds		350,000		525,000
Customer funds shown in the condensed consolidated balance sheets		7,122,912		6,085,767
Less: Customer funds in transit		(109,506)		(82,088)
Less: Customer funds invested in available-for-sale debt securities		(1,287,825)		(1,061,214)
Less: Customer funds invested in term deposits		(525,000)		(600,000)
Net customer funds shown in the condensed consolidated statements of cash flows		5,200,581		4,342,465
Total cash, cash equivalents, restricted cash and customer funds shown in the condensed consolidated statements of cash flows	$	5,709,604	$	4,898,477

The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).

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PAYONEER GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

NOTE 1 – GENERAL OVERVIEW

Unless otherwise noted herein, “we”, “us”, “our”, “Payoneer”, and the “Company” refer to Payoneer Global Inc.

Payoneer, incorporated in Delaware, empowers global commerce by connecting businesses, professionals, countries and currencies with its diversified cross-border payments platform. Payoneer enables small and medium-sized businesses (“SMB(s)”) around the globe to reach new audiences by reducing the complexity of cross-border trade, and facilitating seamless, cross-border payments. Payoneer offers its customers the flexibility to pay and get paid globally as easily as they do locally. The Company offers a global financial stack that includes cross-border AR/AP capabilities and includes services such as funds management, working capital, and multicurrency accounts. The fully hosted service includes various payment options with minimal integration required, full back-office functions and customer support offered.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

a. Principles of consolidation, basis of presentation and accounting principles:

The accompanying condensed consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (hereafter – U.S. GAAP) and include the accounts of Payoneer Global Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The consolidated interim financial information herein is unaudited; however, such information reflects all adjustments (consisting of normal, recurring adjustments), which are, in the opinion of management, necessary for a fair statement of results for the interim period. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year. The year-end condensed balance sheet data was derived from audited financial statements for the year ended December 31, 2024, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These unaudited financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto of Payoneer Global Inc. and its subsidiaries.

b. Use of estimates in the preparation of financial statements:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, allowance for capital advance receivables, income taxes, goodwill, revenue recognition, stock-based compensation, contingent consideration associated with M&A, and loss contingencies.

c. Stock-based compensation:

As further discussed in Note 18, in February 2025, the Company granted performance stock units (“PSUs”) under its Omnibus Stock Incentive Plan.

PSUs are accounted for using the grant date fair value method, based on the grant date share price. The Company recognizes the expense over the requisite service period using a graded vesting model. For unvested awards with performance conditions, the Company assesses the probability of attaining the performance conditions at each reporting period. Awards in respect of which attainment is deemed probable are recognized as expenses over the requisite service period.

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PAYONEER GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

d. Indefinite-lived intangible asset:

Indefinite-lived intangible asset consists of a payment license recognized in the Payeco Finance Information Holding Corporation (“PayEco”) acquisition. The indefinite-lived intangible asset is not amortized, but is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment assessment begins with a qualitative evaluation to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount. If this threshold is met, the Company performs a quantitative assessment, comparing the fair value of the asset to its carrying amount. The indefinite-lived intangible asset is considered impaired if the carrying value exceeds the fair value.

The fair value of the indefinite-lived intangible asset is estimated using a discounted cash flow method. The discounted cash flow method, a form of the income approach, uses expected future operating results and a market participant discount rate. Failure to achieve these expected results, changes in the discount rate or market pricing metrics, may cause a future impairment of the indefinite-lived intangible asset.

e. Recently issued accounting pronouncements:

FASB Standards issued, but not adopted as of September 30, 2025

In 2023, the FASB issued guidance, ASU 2023-09, which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). It also requires entities to disclose their income tax payments (net of refunds received) to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual reporting periods beginning January 1, 2025, and can be applied prospectively with the option for retrospective application to all prior periods presented in the financial statements, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its financial statement disclosures.

In 2024, the FASB issued guidance, ASU 2024-03, which requires the disaggregated disclosure of certain costs and expenses on an interim and annual basis. The new standard is effective for annual reporting periods beginning January 1, 2027 and interim periods beginning January 1, 2028 and can be applied prospectively with the option for retrospective application to all prior periods presented in the financial statements, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its financial statement disclosures.

On September 18, 2025, the FASB issued ASU 2025-06 Accounting for and Disclosure of Software Costs. The new standard modernizes the guidance to reflect the software development approaches currently being used by removing all references to "development stages" from ASC 350-40 Intangibles—Goodwill and Other - Internal-Use Software. Under ASU 2025-06, only the following criteria in ASC 350-40-25-12(b) and (c) must be met for entities to begin capitalizing software costs: (i) management, with the relevant authority, implicitly or explicitly authorizes and commits to funding a computer software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the "probable-to-complete recognition threshold"). This standard is effective for all entities for annual reporting periods beginning January 1, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this new guidance on its financial statements and related disclosures.

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PAYONEER GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

NOTE 3 – ACQUISITIONS

PayEco

On April 9, 2025, the Company acquired 100% of the equity interests of PayEco, the parent company of EasyLink Payment Co., Ltd., a licensed China based payment service provider, for a total consideration of $76,074. The consideration is comprised of the following:


	Amounts Recognized as of Acquisition Date
License intangible asset	$	97,357
Deferred tax liability		(23,783)
Acquired net assets		2,500
Total consideration	$	76,074
Fair value of deferred payment liability payable in 12 and 24 months after acquisition		(12,010)
Other adjustments		(4,474)
Cash paid in connection with acquisition	$	59,590
Cash and customer funds acquired		(26,509)
Cash paid in connection with acquisition, net of cash and customer funds acquired	$	33,081

Refer to Note 10 for details on the license intangible asset acquired.

Skuad

On August 5, 2024, Payoneer acquired 100% of the outstanding equity of Skuad Pte. Ltd. (“Skuad”) and its subsidiaries, a global workforce and payroll management company. The acquisition accelerates Payoneer’s strategy to deliver a comprehensive and integrated financial stack for SMBs that operate globally. The transaction was accounted for in accordance with ASC 805, Business Combinations (“ASC 805”), using the acquisition method of accounting with Payoneer as the acquirer.

The following table summarizes the fair value of the consideration transferred (after measurement period adjustments during the year ended December 31, 2024):


	Amounts Recognized as of Acquisition Date (Adjusted)
Cash	$	61,099
Contingent consideration		6,974
Extinguishment of pre-existing receivable		1,000
Settlement of unvested acquiree stock-based compensation awards		315
Total	$	69,388

The contingent consideration was in the form of a $9,709 earn-out subject to meeting certain performance criteria. The fair value of the contingent consideration was estimated using estimates of probability of each outcome and the Option Pricing Model (“OPM”), except for with respect to the integration plan target, which is not exposed to systemic risk.

During the three months ended September 30, 2025, Payoneer paid $971, representing a portion of the earn-out for which the performance criteria have been met. The remaining performance criteria are expected to be completed during 2026. Refer to Note 7 below for details on changes in the fair value of the contingent consideration since acquisition.

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PAYONEER GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

NOTE 3 – ACQUISITIONS (continued):

The following table summarizes the recognized amounts of identifiable assets acquired and liabilities assumed (after measurement period adjustments during the year ended December 31, 2024):


	Amounts Recognized as of Acquisition Date (Adjusted)
Cash and cash equivalents and restricted deposits	$	3,875
Customer funds		9,005
Accounts receivable		4,294
Tax indemnification asset		3,004
Customer relationships intangible asset		6,683
Developed technology intangible asset		2,354
Other assets		1,499
Trade payables		(1,514)
Outstanding operating balances		(9,005)
Deferred tax liabilities, net		(1,373)
Uncertain tax positions		(3,004)
Other payables		(4,326)
Total identifiable net assets	$	11,492
Goodwill	$	57,896
Total	$	69,388

The excess of the purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributable to the significant synergies expected to arise from the acquisition, including enhancement of Payoneer’s comprehensive and integrated financial stack. The Company does not expect goodwill to be deductible for income tax purposes.

Due to Skuad’s insignificant size relative to the Company, Payoneer is not providing supplemental pro forma financial information.

The allocation of the purchase price for this acquisition has been finalized and the measurement period has ended. All adjustments to assets, liabilities and tax estimates have been completed based on the information obtained during the measurement period.

NOTE 4 – CAPITAL ADVANCE (“CA”) RECEIVABLES

The Company enters into transactions with pre-qualified sellers in which the Company purchases a designated amount of future receivables for an upfront cash purchase price.

During the nine months ended September 30, 2025 and 2024, the Company has purchased and collected the following principal amounts associated with CA receivables, including foreign exchange adjustments:


	Nine Months Ended
	September 30,
	2025		2024
Beginning CA receivables, gross	$	61,197	$	50,552
CA extended to customers		234,710		260,353
Change in revenue receivables		(587)		82
CA collected from customers		(245,772)		(245,143)
Charge-offs, net of recoveries		(2,905)		(2,802)
Ending CA receivables, gross	$	46,643	$	63,042
Allowance for CA losses		(4,258)		(6,094)
CA receivables, net	$	42,385	$	56,948

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PAYONEER GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

NOTE 4 – CAPITAL ADVANCE (“CA”) RECEIVABLES (continued):

The following are current and overdue balances that are segregated into the timing of expected collections at September 30, 2025:


			Due in less	Due in 30‑60	Due in 60‑90	Due in more
Total		Overdue	than 30 days	days	days	than 90 days
$	46,643	1,143	10,139	9,391	15,529	10,441

The following are current and overdue balances that are segregated into the timing of expected collections at December 31, 2024:


			Due in less	Due in 30‑60	Due in 60‑90	Due in more
Total		Overdue	than 30 days	days	days	than 90 days
$	61,197	2,825	13,654	13,357	23,252	8,109

As of September 30, 2025 and December 31, 2024, the Company applied a range of loss rates to the CA portfolio of 0.87% to 2.02% for the allowance for CA losses.

NOTE 5 – CUSTOMER FUNDS AND INVESTMENTS

The Company has invested certain customer funds in available-for-sale debt securities and term deposits. The following table summarizes the assets underlying customer funds as of September 30, 2025 and December 31, 2024:


	September 30,		December 31,
	2025		2024
Cash and cash equivalents	$	5,310,087	$	5,189,216
Available-for-sale debt securities		1,287,825		1,174,937
Term deposits		175,000		75,000
Total current customer funds	$	6,772,912	$	6,439,153
Term deposits		350,000		525,000
Total non-current customer funds	$	350,000	$	525,000
Total customer funds	$	7,122,912	$	6,964,153

As of September 30, 2025, the estimated fair value of the available-for-sale debt securities included $8,126 in unrealized gains and $126 in unrealized losses, net of tax. The gross unrealized losses of $161 related to assets with a fair value of $70,543 which had been in a continuous unrealized loss position for less than 12 months.

Unrealized losses have not been recognized into income as the Company neither intends to sell, nor anticipates that it is more likely than not that it will be required to sell, the securities before recovery of their amortized cost basis. The decline in fair value is due to changes in market interest rates, rather than credit losses. The Company will continue to monitor the performance of the investment portfolio and assess whether impairment due to expected credit losses has occurred.

During the period ended September 30, 2025, the Company did not sell any available-for-sale debt securities or incur any realized gains or losses.

As of September 30, 2025, $349,942 of the Company’s available-for-sale debt securities were due to mature within one year or less, and $937,883 were due to mature between one and five years.

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PAYONEER GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

NOTE 6 – DERIVATIVES AND HEDGING

The following table summarizes the gross notional amount and fair value of outstanding derivative instruments at September 30, 2025 and December 31, 2024.


			September 30, 2025
	Balance Sheet Location		Notional Amount		Fair Value
Derivative assets designated as hedge accounting instruments:
Interest rate floors		Other Current Assets		Note 1	$	1,291
Foreign currency forwards		Other Current Assets	$	65,229		2,915
Foreign currency net purchased options		Other Current Assets		8,012		857
Total current derivative assets			$	73,241	$	5,063
Interest rate floors		Other Non-Current Assets		Note 1		17,306
Total derivative assets			$	73,241	$	22,369


			December 31, 2024
	Balance Sheet Location		Notional Amount		Fair Value
Derivative assets designated as hedge accounting instruments:
Interest rate floors		Other Current Assets		Note 1	$	739
Foreign currency forwards		Other Current Assets	$	40,330		910
Foreign currency net purchased options		Other Current Assets		15,966		385
Total current derivative assets			$	56,296	$	2,034
Interest rate floors		Other Non-Current Assets		Note 1	$	17,692
Total derivative assets			$	56,296	$	19,726

Note 1: The Company’s investment in interest rate derivative instruments consists of three and five year investments in 3% interest rate floors to hedge interest income on a $1,900,000 notional investment of customer funds in floating rate cash equivalent instruments. The short-term portion of the investments’ fair value shown in the tables above relates to the portion of the hedge expiring within one year of the balance sheet date.

During the three months ended September 30, 2025 and 2024, the Company recognized $(6,162) in unrealized losses, net of tax and $793, in unrealized gains, net of tax, on derivative instruments designated as cash flow hedges in OCI, respectively. During the nine months ended September 30, 2025 and 2024, the Company recognized $3,568 and $20, respectively, in unrealized gains, net of tax, on derivative instruments designated as cash flow hedges in OCI, respectively.

As of September 30, 2025, the Company estimated that $6,717 of unrealized losses related to interest rate floor cash flow hedges currently included in AOCI are expected to be reclassified into earnings within the next 12 months. As of September 30, 2025, the Company estimated that $3,772 of unrealized gains related to foreign currency cash flow hedges currently included in AOCI are expected to be reclassified into operating expenses within the next 12 months. As of September 30, 2025, the maximum length of time over which the Company is hedging its exposure to the variability in future cash flows for forecasted transactions is 49 months. During the three and nine months ended September 30, 2025 and 2024, the Company did not discontinue any cash flow hedges because it was probable that the original forecasted transaction would not occur and as such, did not reclassify any gains or losses to earnings prior to the occurrence of the hedged transaction.

As of September 30, 2025 and December 31, 2024, the Company recognized an obligation to return cash collateral related to interest rate floors of $18,330 and $18,790, respectively, which was offset against the gross derivative balances shown in the table above.

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PAYONEER GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

NOTE 7 – FAIR VALUE

The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024:


	September 30, 2025
	Level 1		Level 2		Level 3		Total
Financial Assets:
U.S. Treasury Securities (included within Customer funds)	$	1,287,825	$	—	$	—	$	1,287,825
Derivative assets (included within Other current assets)
Interest rate floors	$	—	$	1,291	$	—	$	1,291
Foreign currency forwards		—		2,915		—		2,915
Foreign currency net purchased options		—		857		—		857
Total current derivative assets	$	—	$	5,063	$	—	$	5,063
Derivative assets (included within Other non-current assets)
Interest rate floors	$	—	$	17,306	$	—	$	17,306
Total financial assets	$	1,287,825	$	22,369	$	—	$	1,310,194
Financial Liabilities:
Skuad acquisition earnout liability (included within Other payables)	$	—	$	—	$	8,272	$	8,272
Current portion of Payeco deferred payment liability (included within Other payables)		—		—		3,830		3,830
Non-current portion of Payeco deferred payment liability (included within Other long-term liabilities)		—		—		8,424		8,424
Total financial liabilities	$	—	$	—	$	20,526	$	20,526


	December 31, 2024
	Level 1		Level 2		Level 3		Total
Financial Assets:
U.S. Treasury Securities (included within Customer funds)	$	1,174,937	$	—	$	—	$	1,174,937
Derivative assets (included within Other current assets)
Interest rate floors	$	—	$	739	$	—	$	739
Foreign currency forwards		—		910		—		910
Foreign currency net purchased options		—		385		—		385
Total current derivative assets	$	—	$	2,034	$	—	$	2,034
Derivative assets (included within Other non-current assets)
Interest rate floors	$	—	$	17,692	$	—	$	17,692
Total financial assets	$	1,174,937	$	19,726	$	—	$	1,194,663
Financial Liabilities:
Current portion of Skuad acquisition earnout liability (included within Other payables)	$	—	$	—	$	723	$	723
Non-current portion of Skuad acquisition earnout liability (included within Other long-term liabilities)	$	—	$	—	$	8,021	$	8,021
Total financial liabilities	$	—	$	—	$	8,744	$	8,744

The Company’s foreign currency derivative instruments are valued using pricing models that take into account the contract terms and relevant currency rates. The Company’s interest rate floors are valued using pricing models that take into account the contract terms and relevant interest rates.

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PAYONEER GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

NOTE 7 – FAIR VALUE (continued):

As of September 30, 2025 and December 31, 2024, the fair values of the Company’s cash, cash equivalents, customer funds (other than the portion consisting of available-for-sale debt securities), restricted cash, accounts receivable, capital advance receivables, accounts payable, and outstanding operating balances approximated the carrying values of these instruments presented in the Company’s condensed consolidated balance sheets because of their nature.

In 2024, the Company recognized a liability for contingent consideration related to the Skuad acquisition. During the three and nine months ended September 30, 2025, the Company recognized $124 and $499, respectively in loss related to the change in the fair value of the liability, included within General and administrative expenses on the condensed consolidated statements of comprehensive income. Refer to Note 3 above for additional details around valuation.

In April 2025, the Company recognized liabilities for deferred payments related to the PayEco acquisition, and recognized $243 during the three and nine months ended September 30, 2025, respectively in loss related to the imputed interest associated with the liability, included within the Other financial income (expense), net on the condensed consolidated statements of comprehensive income.

NOTE 8 - OTHER CURRENT ASSETS

Composition of Other current assets, grouped by major classifications, is as follows:


	September 30,		December 31,
	2025		2024
Income receivable	$	32,673	$	24,654
Prepaid expenses		26,823		21,429
Prepaid income taxes		11,643		33,476
Other		8,730		7,356
Derivative assets		3,772		1,295
Total Other current assets	$	83,641	$	88,210

NOTE 9 – PROPERTY, EQUIPMENT AND SOFTWARE

Composition of property, equipment and software, grouped by major classifications, is as follows:


	September 30,		December 31,
	2025		2024
Computers, software and peripheral equipment	$	47,899	$	43,003
Leasehold improvements		12,738		8,846
Furniture and office equipment		6,553		6,286
Property, equipment and software		67,190		58,135
Accumulated depreciation		(46,638)		(42,082)
Property, equipment and software, net	$	20,552	$	16,053

Depreciation expense for the three months ended September 30, 2025 and 2024 was $2,687 and $2,108, respectively, and $7,382 and $6,314 for the nine months ended September 30, 2025 and 2024, respectively.

During the three and nine months ended September 30, 2025, the Company disposed of computers, software, and peripheral equipment with a cost of $2,647 and $2,826, respectively, that were fully depreciated. During the three and nine months ended September 30, 2024, the Company disposed of computers, software, and peripheral equipment with a cost of $2,844 and $4,562, respectively, that were fully depreciated.

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PAYONEER GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

NOTE 10 –INTANGIBLE ASSETS

Composition of intangible assets, grouped by major classifications, is as follows:


	September 30, 2025						December 31, 2024
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Internal use software	$	220,526		(121,681)	$	98,845	$	175,698	$	(86,882)	$	88,816
Acquired developed technology		20,269		(16,515)		3,754		20,269		(13,111)		7,158
Customer relationships		6,683		(749)		5,934		6,683		(267)		6,416
License		97,357		—		97,357		—		—		—
Intangible assets, net	$	344,835	$	(138,945)	$	205,890	$	202,650	$	(100,260)	$	102,390

As discussed in Note 3, in April 2025, the Company completed its acquisition of PayEco. The Company determined that this transaction is an asset acquisition under ASC 805, as the acquired group of assets does not have a substantive process that together with the assets acquired significantly contribute to the ability to create outputs. Therefore, the business definition is not met. The Company has determined that the license is an indefinite lived intangible asset with a carrying value of $97,357 at September 30, 2025.

Amortization expense for the three months ended September 30, 2025 and 2024 was $13,451 and $10,019, respectively, and $38,701 and $25,927 for the nine months ended September 30, 2025 and 2024, respectively.

During the three and nine months ended September 30, 2025, the Company recognized an insignificant amount of impairment related to internal use software assets. During the three months ended September 30, 2024, the Company recognized $1,383 in impairment related to abandoned internal use software assets which were fully impaired. In the nine months ended September 30, 2024, the Company recognized $1,389 in impairment, which relates to the impairment described above and an insignificant amount of additional impairment related to other intangible assets. Impairments are presented under Depreciation and amortization expenses in the condensed consolidated statements of comprehensive income.

Expected future finite-lived intangible asset amortization as of September 30, 2025, excluding capitalized internal use software of $19,961 not yet placed in service as of that date, was as follows:


Fiscal years
Remaining 2025	$	13,323
2026		43,347
2027		23,300
2028		4,475
2029 and thereafter		4,127
Total	$	88,572

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PAYONEER GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

NOTE 11 - OTHER PAYABLES

Composition of Other payables, grouped by major classifications, is as follows:


	September 30,		December 31,
	2025		2024
Employee related compensation	$	74,814	$	81,482
Commissions payable		23,617		18,057
Accrued expenses		15,078		14,704
Other		10,787		5,157
Current portion of Skuad acquisition earnout liability		8,272		723
Lease liability		6,555		5,735
Current portion of PayEco acquisition deferred payment liability		3,830		—
Income tax payable		2,778		3,763
Total Other payables	$	145,731	$	129,621

NOTE 12 – OTHER LONG-TERM LIABILITIES

Composition of other long-term liabilities, grouped by major classifications, is as follows:


	September 30,		December 31,
	2025		2024
Reserves for uncertain income tax positions	$	53,447	$	39,633
Long-term lease liabilities		47,871		15,645
Other tax provisions		9,498		7,699
Non-current portion of PayEco acquisition deferred payment liability		8,424		—
Severance pay liabilities		2,312		2,045
Non-current portion of Skuad acquisition earnout liability		—		8,021
Total other long-term liabilities	$	121,552	$	73,043

NOTE 13 – WARRANTS AND SHAREHOLDERS’ EQUITY:

Share Repurchase Program and Treasury Stock

On May 7, 2023, the Company’s Board of Directors authorized a stock repurchase program that provides for the repurchase of up to $80,000 of its 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 $250,000, 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 to an aggregate amount not to exceed $300,000, 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, 2027. The share repurchase program is intended to offset the impact of dilution from the issuance of new shares as part of employee compensation programs. Any share repurchases under this stock repurchase program may be made through open market transactions, privately negotiated transactions or other means including in accordance with Rule 10b-18 and/or Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The timing and total amount of repurchases is subject to business and market conditions and the Company’s discretion.

During the three and nine months ended September 30, 2025, the Company repurchased 6,619,743 and 13,312,218 shares of its common stock for $44,573 and $94,254 at a weighted average cost of $6.73 and $7.08 per share, respectively. During the three and nine months ended September 30, 2024, the Company repurchased 3,748,301 and 22,993,198 shares of its common stock for approximately $21,351 and $119,107 at a weighted average cost of $5.67 and $5.16 per share, respectively. As of September 30, 2025, a total of $272,951 remained available for future repurchases of the Company’s common stock under the program.

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PAYONEER GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

NOTE 13 – WARRANTS AND SHAREHOLDERS’ EQUITY (continued):

Warrants

The Company had publicly traded warrants that were assumed upon the closing of the business combination with FTAC Olympus Acquisition Corp. in June 2021, and were exercisable for shares of the Company’s common stock. Warrants were only exercisable for a whole number of shares at an exercise price of $11.50 and would expire on June 25, 2026, or earlier, if redeemed. In September 2024, the Company completed a tender offer (the “Offer”) to repurchase all outstanding Warrants, at $0.78 per Warrant. Concurrently with the Offer, the Company solicited consents (the “Consent Solicitation”) from holders of its outstanding Warrants to amend the agreement governing the Warrants (the “Warrant Agreement”) to permit the Company to redeem all Warrants that remained outstanding after the completion of the Offer for $0.70 per Warrant in cash, without interest.

During 2024, 24,030,937 Warrants were validly tendered and were repurchased for $0.78 per Warrant, or $18,744 in total, with a $13,217 loss recognized upon repurchase, which was the result of the premium paid above the valuation of the Warrants as of the latest revaluation date of June 30, 2024. All remaining untendered and outstanding Warrants were redeemed for $0.70 per Warrant, or $789 in total, with a $530 loss recognized upon repurchase, which was the result of the premium paid above the valuation of the Warrants as of the latest revaluation date of June 30, 2024.

The Warrants were accounted for as liabilities in accordance with ASC 815-40, Derivatives and Hedging, and were presented within warrant liabilities on the condensed consolidated balance sheets. The warrant liabilities were measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of comprehensive income. The following table presents the changes in the fair value of warrant liabilities (Level 1) during the nine months ended September 30, 2024:


	Warrant
	Liability
Fair value as of December 31, 2023	$	8,555
Change in fair value		(2,767)
Fair value as of September 30, 2024	$	5,788

In September 2015, the Company issued equity classified private warrants to a non employee, in association with a commercial services agreement. The warrants entitled the holder to purchase shares of Common Stock at an exercise price of $1.79 per share, after specified adjustments, and were scheduled to expire 10 years from the issuance and to be commensurately automatically exercised if not exercised prior.

Pursuant to the warrant agreement, and in connection with the business combination with FTAC Olympus Acquisition Corp. in 2021, the warrant holder was eligible to receive consideration payable in cash and Common Stock upon exercise. The warrants were automatically exercised in September 2025, resulting in the Company paying $1,332 in cash and net issuing 676,934 shares of Common Stock. Prior to the exercise, 1,792,994 warrants were outstanding, out of which 1,080,707 were vested. The Company did not recognize additional expenses related to these warrants for the nine months ended September 30, 2025 or 2024, respectively.

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PAYONEER GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

NOTE 13 – WARRANTS AND SHAREHOLDERS’ EQUITY (continued):

Accumulated Other Comprehensive Income (Loss)

The changes in the balances of each component of accumulated other comprehensive income (loss), net of tax, for the three and nine months ended September 30, 2025 and 2024 were as follows:


	Three Months Ended September 30, 2025
	Foreign currency translation adjustments		Unrealized gains on available-for-sale debt securities		Unrealized losses on cash flow hedges		Total
Beginning balance	$	(345)		7,308		(2,315)	$	4,648
Other comprehensive income (loss) before reclassifications		(444)		692		(4,148)		(3,900)
Amount of loss reclassified from AOCI		—		—		(2,014)		(2,014)
Net current period other comprehensive income (loss)		(444)		692		(6,162)		(5,914)
Ending balance	$	(789)	$	8,000	$	(8,477)	$	(1,266)


	Nine months ended September 30, 2025
	Foreign currency translation adjustments		Unrealized gains (losses) on available-for-sale debt securities		Unrealized gains (losses) on cash flow hedges		Total
Beginning balance	$	(242)		(322)		(12,045)	$	(12,609)
Other comprehensive income (loss) before reclassifications		(547)		8,322		7,253		15,028
Amount of loss reclassified from AOCI		—		—		(3,685)		(3,685)
Net current period other comprehensive income (loss)		(547)		8,322		3,568		11,343
Ending balance	$	(789)	$	8,000	$	(8,477)	$	(1,266)


	Three Months Ended September 30, 2024
	Foreign currency translation adjustments		Unrealized gains on available-for-sale debt securities		Unrealized gains (losses) on cash flow hedges		Total
Beginning balance	$	(176)	$	871	$	(545)	$	150
Other comprehensive income before reclassifications		—		9,440		793		10,233
Amount of loss reclassified from AOCI		—		—		164		164
Net current period other comprehensive income		—		9,440		957		10,397
Ending balance	$	(176)	$	10,311	$	412	$	10,547


	Nine Months Ended September 30, 2024
	Foreign currency translation adjustments		Unrealized gains on available-for-sale debt securities		Unrealized gains on cash flow hedges		Total
Beginning balance	$	(176)	$	—	$	—	$	(176)
Other comprehensive income (loss) before reclassifications		—		10,311		20		10,331
Amount of loss reclassified from AOCI		—		—		392		392
Net current period other comprehensive income		—		10,311		412		10,723
Ending balance	$	(176)	$	10,311	$	412	$	10,547

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PAYONEER GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

NOTE 14 – COMMITMENTS AND CONTINGENCIES

The Company’s business is subject to various laws and regulations in the United States and other countries from where the Company operates. Any regulatory action, tax or legal challenge against the Company for noncompliance with any regulatory or legal requirement could result in significant fines, penalties, or other enforcement actions, increased costs of doing business through adverse judgment or settlement, reputational harm, loss of banking or other operational relationships, the diversion of significant amounts of management time and operational resources, and could require changes in compliance requirements or impose limits on the Company’s ability to expand its product offerings, or otherwise harm or have a material adverse effect on the Company’s business. From time to time, the Company incurs insignificant fines and penalties in the ordinary course of business.

On September 28, 2021, the National Banking and Securities Commission (CNBV) and the Bank of Mexico revoked the banking license of a banking entity utilized by the Company due to the banking entity not meeting applicable capital requirements. As a result, the Company is unable to withdraw funds from the banking entity. The Company has reserved $2,250 for potential losses related to those funds above the recovered amount. The Company applied for and recovered the maximum statutory reimbursement through the deposit insurance provided by Mexican Institute for the Protection of Banking Services (IPAB), totaling $140. The Company has filed a claim in liquidation for the remaining funds; however, the percentage of the deposit that will be recovered in liquidation is not known at this time.

From time to time, the Company is involved in other disputes or regulatory inquiries that arise in the ordinary course of business. These may include suits by its customers alleging, among other things, acting unfairly and/or not in conformity regarding pricing, rules or agreements, improper disclosure of the Company’s prices, rules, or policies or that the Company’s practices, prices, rules, policies, or customer agreements violate applicable law.

In addition to these types of disputes and regulatory inquiries, the operations of the Company are also subject to regulatory and/or legal review and/or challenges that tend to reflect the increasing global regulatory focus to which the industry in which the Company operates is subject and, when taken as a whole with other regulatory and legislative action, such actions could result in the imposition of costly new compliance burdens on the Company and may lead to increased costs and decreased transaction volume and revenue. Any claims or regulatory actions against the Company, whether meritorious or not, could be time consuming, result in costly litigation, settlement payments, damage awards (including statutory damages for certain causes of action in certain jurisdictions), fines, penalties, injunctive relief, or increased costs of doing business through adverse judgment or settlement, require the Company to change its business practices, require significant amounts of management time, result in the diversion of operational resources, or otherwise harm the business.

NOTE 15 – REVENUE

The following table presents revenue recognized from contracts with customers as well as revenue from other sources:


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Revenue recognized at a point in time	$	208,696	$	179,641	$	593,589	$	510,188
Revenue recognized over time		990		719		2,856		1,873
Revenue from contracts with customers	$	209,686	$	180,360	$	596,445	$	512,061
Interest income on customer balances	$	59,531	$	65,162	$	175,837	$	196,251
Capital advance income		1,633		2,752		5,799		7,665
Revenue from other sources	$	61,164	$	67,914	$	181,636	$	203,916
Total revenues	$	270,850	$	248,274	$	778,081	$	715,977

Table of Contents

PAYONEER GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

Payoneer Global Inc. 10-Q