TCV Member Fund, L.P. 4

What Happened
Christopher P. Marshall, a Payoneer (PAYO) director, received a grant of 31,298 restricted stock units (RSUs) on June 10, 2026. The RSUs were granted at no cash cost ($0.00 per share) as an annual award under the Issuer’s Amended and Restated Non-Employee Director Compensation Plan and are subject to the Issuer’s Omnibus Equity Incentive Plan. The reported grant has a value of $0 at issuance because it is an equity award, not a cash purchase.

Key Details

• Transaction date: 2026-06-10; Form 4 filed: 2026-06-11 (filed the next day, appears timely).
• Transaction type: A = Award/Grant of 31,298 RSUs at $0.00 per share.
• Vesting: RSUs vest in full on the earlier of (i) June 9, 2027 or (ii) the first annual meeting of stockholders following the grant’s effective date, provided the reporting person remains in continuous service through the vesting date (footnote F1).
• Ownership disclosure: The filing does not list a separate post-transaction total for Mr. Marshall alone. Related TCV entities disclose combined direct holdings of ~34,197,116 shares (see footnotes F3–F5). Mr. Marshall disclaims beneficial ownership of certain RSUs and shares except to the extent of any pecuniary interest (footnote F6).
• No sale/exercise/tax-withholding noted in this filing.

Context
This was an equity award to a non-employee director as part of routine director compensation — not a market purchase or sale. Such grants are common for aligning director incentives with shareholders; they do not by themselves indicate intent to buy or sell stock. The RSUs are time-based and will convert to shares only if vesting conditions are met.