Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

PAYONEER GLOBAL INC.

Key Developments and Trends

Pending Acquisition by Nuvei

On June 12, 2026, the Company entered into an Agreement and Plan of Merger with Neon Maple Parent Inc. ("Nuvei"), a corporation incorporated under the laws of Canada, and Panda Acquisition Sub Inc., a Delaware corporation and wholly owned indirect subsidiary of Nuvei, pursuant to which the Company will become a wholly owned subsidiary of Nuvei if the Merger is consummated. If the Merger is consummated, each share of Company Common Stock, subject to certain limitations, will be converted into the right to receive $7.40 in cash, without interest.

The pending Merger represents a significant pending corporate transaction and remains subject to certain customary closing conditions, including required regulatory approvals and government approvals, and other conditions set forth in the Merger Agreement. As a result, there can be no assurance that the Merger will be completed on the expected timeline or at all. On July 28, 2026, early termination of the waiting period under the HSR Act applicable to the Merger was granted, and on September 14, 2026, the stockholders of the Company approved to adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, upon the terms and subject to the conditions of the Merger Agreement.

During the period until the transaction is completed or terminated, we expect to incur transaction-related costs and devote management attention and resources related to the pending Merger. The pending Merger may also affect our operating plans, capital allocation decisions, and liquidity depending on the timing of the outcome of the transaction. In addition, due to certain restrictions in the Merger Agreement on the conduct of our business prior to completing the Merger, we may be unable (without Nuvei's prior written consent), during the pendency of the Merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions. For additional information regarding the Merger Agreement and related risks, see our Current Report on Form 8-K filed with the SEC on June 15, 2026, Note 1, General Overview contained in this Quarterly Report on Form 10-Q, and Part II Item 1A, "Risk Factors" contained in the Quarterly Report on Form 10-Q filed with the SEC on August 6, 2026.

Macroeconomic Conditions

We are focused on executing our strategy for growth and capturing the long-term opportunity of serving cross-border SMBs from around the world. However, macroeconomic conditions, including 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 in global trade policies (including the imposition of tariffs), local political instability, global health crises, supply chain dislocations, regional and other conflicts, including the ongoing war in Ukraine, the U.S. and Israel's war with Iran, Israel's other conflicts in the Middle East and the volatility in the region, and disruptions and instability and regulatory changes in the banking sector 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. For example, the imposition of significant trade policy measures and tariffs by the U.S. government, including but not limited to tariffs on China, has introduced increased uncertainty and potential risks and opportunities for both our customers and our business. The long-term effects of these and any future trade actions on the global economy and our business remain uncertain. These developments could have a material adverse impact on our financial results in any given reporting period. We continue to monitor evolving trade policies and will evaluate potential impacts on our financial statements as more information becomes available.

Although the timing, magnitude and changes in interest rates remains uncertain, a decline in interest rates would negatively impact our interest income. In response, to reduce our sensitivity to declines in short term interest rates we have invested $1.8 billion of our customer funds in both available-for-sale debt securities and term deposits to reduce our sensitivity to declines in short term interest rates, and have purchased interest rate derivative contracts with respect to $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.

PAYONEER GLOBAL INC.

Impact of Conflicts in the Middle East

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 44% of our global employee base is located in Israel, including approximately 71% of our research and development resources, as of September 30, 2026. As of September 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 nine months ended September 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 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.

Impact of the war in Ukraine

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 during the three months ended September 30, 2026 we wound down the limited payment services previously provided 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 nine months ended September 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.

Recent Acquisitions

On January 19, 2026, the Company acquired a controlling equity interest and all of the voting shares of Boundless Technologies Limited, an Ireland-based Employer of Record ("EOR") platform that helps businesses seamlessly and compliantly employ people around the world. This acquisition marks another step in Payoneer's strategy to deliver a comprehensive financial stack for SMBs that operate internationally.

On April 9, 2025, Payoneer acquired 100% of the outstanding equity of PayEco Finance Information Holding Corporation, the parent company of EasyLink Payment Co., Ltd. (now Payoneer Payments (Guangdong) Co., Ltd.), a licensed China based payment service provider. The acquisition strengthens Payoneer's global regulatory infrastructure and positions it to better serve China-based customers with enhanced and localized products and services.

On August 5, 2024, Payoneer acquired 100% of the outstanding equity of Skuad Pte. Ltd. ("Skuad"), 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 internationally.

Refer to Note 3 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information on these acquisitions.

PAYONEER GLOBAL INC.

Results of Operations

The period-to-period comparisons of our results of operations have been prepared using the historical periods in our condensed consolidated financial statements. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related Notes included within this Quarterly Report on Form 10-Q.

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Revenues

Revenues were $276.9 million and $812.8 million for the three and nine months ended September 30, 2026, an increase of $6.1 million and $34.7 million, or 2% and 4%, respectively, compared to the prior year period. This increase in revenue was primarily comprised of a net increase in SMB revenue, including $7.8 million and $30.2 million from B2B SMBs and $5.2 million and $13.0 million from SMBs selling DTC. Revenue from SMBs that sell on marketplaces decreased $5.5 million for the three months ended September 30, 2026, driven by softer activity from certain large marketplaces including freelance marketplaces, while it increased $1.7 million for the nine months ended September 30, 2026. Total net growth in SMB revenue was driven by continued adoption of our high value services and certain monetization initiatives. Enterprise revenue increased $2.1 million and $5.1 million for the three and nine months ended September 30, 2026, respectively, due to continued volume growth from enterprise partners, primarily driven by growth in the travel sector. The overall increase in SMB and Enterprise revenues was partially offset by a decrease of $4.8 million and $17.4 million in interest income earned on customer balances for the three and nine months ended September 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

Transaction costs were $41.6 million for the three months ended September 30, 2026, a decrease of $0.8 million, or 2%, compared to the prior-year period driven primarily by a decrease of $4.2 million in network fees partially offset by an increase of $2.2 million in bank and processor fees and $0.7 million in chargebacks and operational losses. Despite an increase in total volume, the decrease in transaction costs arose due to more favorable terms with certain financial institutions, payment processors and network providers.

Transaction costs were $114.5 million for the nine months ended September 30, 2026, a decrease of $7.9 million, or 6%, compared to the prior-year period driven primarily by a decrease of $10.0 million in network fees and $2.0 million in capital advance costs driven by lower capital advance losses, net of recoveries, partially offset by an increase of $2.6 million in bank and processor fees and $0.9 million in chargebacks and operational losses. Despite an increase in total volume, the decrease in transaction costs arose due to more favorable terms with financial institutions, payment processors and network providers.

PAYONEER GLOBAL INC.

Other operating expenses

Other operating expenses were $41.1 million for the three months ended September 30, 2026, an increase of $0.7 million, or 2%, compared to the prior year period, driven primarily by an increase of $1.5 million in third-party contractor expenses.

Other operating expenses were $122.4 million for the nine months ended September 30, 2026, a decrease of $2.4 million, or 2%, compared to the prior year period, driven primarily by a decrease of $3.4 million in information technology expenses, and a decrease of $1.5 million in employee compensation, benefits and other employee-related expenses. The decrease was partially offset by an increase of $2.2 million in third-party contractor expenses and the impact of a $1.5 million prior period reduction in regulatory reserve that did not recur in the current period.

Research and development expenses

Research and development expenses were $50.0 million for the three months ended September 30, 2026, an increase of $10.1 million, or 25%, compared to the prior year period, driven primarily by an increase of $10.7 million in employee compensation, benefits and other employee-related expenses and an increase of $2.1 million in information technology expenses. This increase was partially offset by a decrease of $1.3 million in third-party contractor expenses and an increase of $1.0 million in employee compensation costs capitalized as internal use software in connection with ongoing investments in our platform infrastructure.

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Research and development expenses were $140.3 million for the nine months ended September 30, 2026, an increase of $25.7 million, or 22%, compared to the prior year period, driven by an increase of $27.7 million in employee compensation, benefits and other employee related expenses and an increase of $5.8 million in information technology expenses, partially offset by an increase of $7.0 million in employee compensation costs capitalized as internal use software in connection with ongoing investments in our platform infrastructure and a decrease of $1.2 million in third-party contractor expenses.

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Sales and marketing expenses

Sales and marketing expenses were $59.9 million for the three months ended September 30, 2026, an increase of $0.4 million, or 1%, compared to the prior year period, driven primarily by an increase of $0.8 million in expenditures on certain marketing programs with customers.

Sales and marketing expenses were $179.8 million for the nine months ended September 30, 2026, an increase of $8.3 million or 5%, compared to the prior year period, driven primarily by an increase of $5.8 million in expenditures on certain marketing programs with customers, an increase of $1.6 million in employee compensation, benefits and other employee-related expenses and an increase of $1.3 million in information technology expenses.

General and administrative expenses

General and administrative expenses were $37.8 million for the three months ended September 30, 2026, an increase of $1.7 million, or 5%, compared to the prior year period, driven by an increase of $1.9 million in M&A related expenses primarily due to the pending acquisition by Nuvei. This increase was partially offset by a decrease of $1.0 million in employee compensation, benefits and other employee-related expenses.

General and administrative expenses were $122.3 million for the nine months ended September 30, 2026, an increase of $19.2 million or 19%, compared to the prior year period, driven by an increase of $13.2 million in M&A related expenses primarily due to the pending acquisition by Nuvei, an increase of $4.3 million in employee compensation, benefits and other employee-related expenses, an increase of $1.2 million in facilities expenses and an increase of $1.2 million in information technology expenses. This increase was partially offset by a decrease of $1.4 million in third-party legal expenses.

Depreciation and amortization expenses

Depreciation and amortization expenses were $21.4 million and $61.5 million for the three and nine months ended September 30, 2026, an increase of $5.2 million and $15.4 million or 32% and 33%, respectively, compared to the prior year period, mainly driven by an increase in amortization of internal use of software and depreciation of new purchased fixed assets.

PAYONEER GLOBAL INC.

Financial income (expense), net

Financial income, net was $6.2 million for the three months ended September 30, 2026, an increase in income of $12.0 million compared to financial expense, net of $5.8 million for the prior period driven by a decrease in losses recognized related to exchange rates. In addition, the increase was due to an out-of-period adjustment of $5.8 million of unrealized foreign exchange losses in the current period resulting from a mismatch in the reconciliation of certain transactions that originated during the three months ended June 30, 2026.

Financial expense, net was $5.2 million for the nine months ended September 30, 2026, an increase in income of $2.4 million compared to financial expense, net of $7.6 million for the prior period, driven by a decrease in losses recognized related to exchange rates.

Income taxes

Income tax expense was $16.4 million for the three months ended September 30, 2026, a decrease of $0.03 million, or 0.1%, compared to the three months ended September 30, 2025. The decrease was primarily driven by a decrease in the provision for uncertain tax positions during the current period compared to the prior period.

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Income tax expense was $34.8 million for the nine months ended September 30, 2026, an increase of $0.8 million, or 2.4%, compared to the nine months ended September 30, 2025. This increase was primarily driven by a reduction in deferred tax benefits related to foreign subsidiary stock-based compensation; an increase in prior year taxes related to a U.S. return-to-provision benefit in the prior year period that did not reoccur in the current year period; and an unfavorable foreign subsidiary return-to-provision adjustment in the current year period. These increases were partially offset by a decrease in the provision for uncertain tax positions during the current period compared to the prior period.

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Liquidity and Capital Resources

The following discussion of our liquidity and capital resources is based on the financial information derived from our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

We believe our existing cash and cash equivalents and cash flows from operating activities will be sufficient to meet our operating working capital, 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.

Sources of Liquidity

As of September 30, 2026, we had $362.6 million of cash and cash equivalents.

Current and Future Cash Requirements

During the nine months ended September 30, 2026, we repurchased 17,565,934 shares of our common stock for $90.2 million, including accrued taxes and fees. As of September 30, 2026, a total of $101.9 million, net of accrued but unpaid excise taxes, remained available for future repurchases of our common stock under our stock repurchase program. During the three months ended June 30, 2026, we suspended repurchases under the program in connection with the pending Merger Agreement which includes customary covenants restricting our ability to repurchase our common stock without the prior written consent of Nuvei, 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.

PAYONEER GLOBAL INC.

Cash Flows

The following table presents a summary of cash flows from operating, investing, and financing activities for the following comparative periods.

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Operating Activities

Net cash provided by operating activities was $180.4 million for the nine months ended September 30, 2026, an increase of $8.5 million compared to $171.9 million for the nine months ended September 30, 2025.

Impact of non-cash items - $55.1 million increase in operating cash flows compared to the prior year period.

During the nine months ended September 30, 2026, operating cash flows benefited from higher non-cash addbacks to net income compared to prior year, which consisted primarily of:

Impact of net income - $22.1 million current period over prior period decrease to operating cash flows

The decrease in net income of approximately $22.1 million was driven by a $58.4 million increase in operating expenses. The decrease was partially offset by an increase of $34.7 million in revenue during the current period compared to the prior year period.

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PAYONEER GLOBAL INC.

Impact of changes in operating assets and liabilities - $24.5 million net decrease to operating cash flows

During the nine months ended September 30, 2026, changes in certain operating assets and liabilities resulted in net decrease in operating cash flows compared to the prior period:

These decreases were partially offset by increases in operating cash flows caused by changes in certain operating assets and liabilities during the nine months ended September 30, 2026 compared to the prior period:

Investing Activities

Net cash provided by investing activities was $22.8 million for the nine months ended September 30, 2026, an increase of $185.5 million compared to net cash used in investing activities of $162.7 million for the nine months ended September 30, 2025. The increase was primarily driven by:

Partially offsetting this increase in cash provided by investing activities was:

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PAYONEER GLOBAL INC.

Financing Activities

Net cash used in financing activities was $474.7 million for the nine months ended September 30, 2026, representing a decrease of $511.7 million compared to net cash provided by financing activities of $37.0 million for the nine months ended September 30, 2025. The decrease was primarily driven by:

Key Metrics and Non-GAAP Financial Measures

Our management uses a variety of financial and operating metrics to evaluate our business, analyze our performance, and make strategic decisions. We believe these metrics and non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as management. However, certain of these measures are not financial measures calculated in accordance with GAAP and should not be considered as substitutes for financial measures that have been calculated in accordance with GAAP. We primarily review the following key performance indicators and non-GAAP measures when assessing our performance:

Volume

Volume refers to the total dollar value of transactions successfully completed or enabled by our platform, not including orchestration transactions¹. For a customer that both receives and later sends payments, we count the volume only once. Volume serves as a key metric for overall business activity, as growing volume is one of the primary drivers for our revenue growth.

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Volume grew 13% for the three months ended September 30, 2026 when compared to the three months ended September 30, 2025, and 15% for the nine months ended September 30, 2026 when compared to the nine months ended September 30, 2025, respectively, driven by strong growth in volume from B2B SMBs, growth in volumes processed for enterprise partners, including in the travel sector, and softer growth in volumes from SMBs selling on marketplaces.

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PAYONEER GLOBAL INC.

Revenue

We generate revenues mainly from transaction fees, which vary based on the type of service the customer utilizes. Transaction fee revenue principally consists of fees for withdrawals and usage. We also earn revenues in certain instances from volumes coming into the platform related to our B2B services and through our Checkout offering. We generate significant revenues from interest earned on customer funds held on our platform. In addition, we generate revenue from non-volume-based products and services which are based on a fixed fee. We believe that Revenue demonstrates our ability to monetize volume activity on our platform. Our revenues can be impacted by the following:

Management closely monitors volume and revenue to ensure that we continue to grow funds and business activity that enters into the platform, expanding our overall scale and the reach of our business.

Adjusted EBITDA

In addition to our financial results determined in accordance with GAAP, we believe Adjusted EBITDA, as a non-GAAP measure, is useful in evaluating our operating performance. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Adjusted EBITDA is helpful to our investors as it is a metric used by management in assessing our operating performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison. A reconciliation is provided below for our non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measure and the reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure, and not to rely on any single financial measure to evaluate our business.

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PAYONEER GLOBAL INC.

Adjusted EBITDA

(i) M&A related third-party costs, including bankers fees, legal, regulatory, consulting and other expenditures. These costs include expenses related to the pending acquisition by Nuvei. For the three and nine months ended September 30, 2026, M&A third-party costs were $2.7 million and $13.5 million, respectively.

(ii) Changes to fair value and compensation expenses related to acquisition-related deferred payments and earn-outs. For the three and nine months ended September 30, 2026, we recorded fair value adjustments and compensation expenses of $0.2 million and $0.8 million, respectively, related to 1) the non-recurring fair value adjustment of the Skuad contingent consideration liability and 2) the non-recurring fair value adjustment and compensation expense related to the Boundless deferred payment and earn-out, as discussed in Note 3 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. For the three and nine months ended September 30, 2025 amounts include $0.1 and $0.5 million, respectively, related to the non-recurring fair value adjustment of the Skuad contingent consideration liability, as discussed in Note 3 to our condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q.

(iii) Non-recurring acquisition-related compensation to employees and contractors. For the three and nine months ended September 30, 2026, these expenses were $0.3 million and $2.8 million, respectively.

Critical Accounting Policies and Estimates

For more information, see "Payoneer Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Form 10-K filed with the SEC on February 26, 2026.

Recent Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position, result of operations or cash flows is disclosed in Note 2 to our unaudited condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q.

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