Payoneer Global Inc 8-K, filed Nov 5, 2026
Payoneer Global Inc. (PAYO)
About this 8-K
Payoneer Global Inc filed this 8-K on November 5, 2026.
Payoneer reported third-quarter 2026 volume of $25.3 billion, up 13% year-over-year, with B2B volume up 59%. Shareholders approved the Nuvei transaction on September 14, 2026, and the company targets a mid-2027 close. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).
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| Item 2.02 | Results of Operations and Financial Condition. |
On November 5, 2026, Payoneer Global Inc. issued a press release announcing its financial results for the fiscal quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
| Description |
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99.1 |
| Press release, dated November 5, 2026, issued by Payoneer Global Inc. |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PAYONEER GLOBAL INC. | |
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November 5, 2026 | By: | /s/ Bea Ordonez |
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| Name: Bea Ordonez |
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| Title: Chief Financial Officer |
Exhibit 99.1
Payoneer Reports Third Quarter 2026 Financial Results
13% volume growth led by B2B acceleration, up 59% year-over-year
Stockholders approved the Nuvei merger agreement proposal on September 14, 2026
NEW YORK – November 5, 2026 – Payoneer Global Inc. (“Payoneer” or the “Company”) (NASDAQ: PAYO), the global financial technology company powering business growth across borders, today reported financial results for its third quarter ended September 30, 2026.
Third Quarter 2026 Financial Highlights
| | | | | | | | | | | |
($ in mm unless otherwise noted) | 3Q 2025 | | 4Q 2025 | | 1Q 2026 | | 2Q 2026 | | 3Q 2026 | | YoY Change |
Revenue ex. interest income | $211.4 | | $218.9 | | $210.1 | | $222.2 | | $222.2 | | 5% |
Interest income | 59.5 | | 55.8 | | 51.5 | | 52.1 | | 54.7 | | (8)% |
Revenue | $270.9 | | $274.7 | | $261.6 | | $274.3 | | $276.9 | | 2% |
Transaction costs as a % of revenue | 15.7% | | 15.6% | | 13.5% | | 13.7% | | 15.0% | | (70) bps |
Net income | $14.1 | | $19.0 | | $19.6 | | ($2.4) | | $14.9 | | 6% |
Adjusted EBITDA | 71.3 | | 68.5 | | 69.4 | | 71.4 | | 68.3 | | (4)% |
Adjusted EBITDA ex. interest income | 11.7 | | 12.8 | | 17.9 | | 19.3 | | 13.6 | | 16% |
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Operational Metrics | | | | | | | | | | | |
Volume ($bn) | $22.3 | | $24.8 | | $22.8 | | $23.7 | | $25.3 | | 13% |
Average Revenue Per User (ARPU)1 | $ 471 | | $ 488 | | $ 513 | | $ 533 | | $ 555 | | 18% |
Revenue as a % of volume ("Take Rate") | 121 bps | | 111 bps | | 115 bps | | 116 bps | | 109 bps | | (12) bps |
SMB customer take rate2 | 121 bps | | 113 bps | | 120 bps | | 118 bps | | 111 bps | | (10) bps |
| 1. | Please refer to “Additional Information and Definitions” for a description of ARPU. |
| 2. | SMB customer take rate represents revenue from SMBs who sell on marketplaces, B2B SMBs, and Checkout (previously known as Merchant Services), divided by the associated volume from each respective channel. |
“Payoneer’s Q3 results show our upmarket strategy is working: B2B volume growth accelerated to 59% year-over-year, ARPU ex. interest expanded 20%+ year-over-year for a 9th consecutive quarter, and the percentage of our revenue from larger customers continues to grow. Additionally, we obtained payment licenses in Canada and Israel, extending our global regulatory infrastructure to more markets for customers.
We continue to work towards a targeted mid-2027 close of the Nuvei transaction. We received shareholder approval in September and are making progress with obtaining necessary regulatory approvals. Our customer relationships and distribution, regulatory infrastructure and wallet and payout capabilities are highly complementary with Nuvei’s capabilities and together, we will build the end-to-end money movement infrastructure designed for the world’s largest digital commerce ecosystems.”
John Caplan, Chief Executive Officer
Third Quarter 2026 Business Highlights (unless otherwise noted)
| ● | Revenue excluding interest income of $222 million grew 5% year-over-year |
| ● | Volume of $25.3 billion increased 13% year-over-year, reflecting: |
| o | SMBs that sell on marketplaces volume of $12.6 billion up 1% year-over-year. |
| o | B2B volume of $5.0 billion, up 59% year-over-year driven by accelerating growth across all major regions and continued momentum with larger customers, particularly in China and EMEA. |
| o | Checkout volume of $330 million, up 48% year-over-year. |
| o | Enterprise payouts volume of $7.4 billion, up 14% year-over-year. |
| ● | SMB customer revenue of $199 million grew 4% year-over-year, reflecting: |
| o | SMBs that sell on marketplaces revenue of $115 million, down 5% year-over-year. |
| o | B2B SMBs revenue of $70 million, up 13% year-over-year. |
| o | Checkout revenue of $14 million, up 60% year-over-year. |
| ● | 18% growth in ARPU, and 21% growth in ARPU excluding interest income, the ninth consecutive quarter of 20%+ growth in ARPU excluding interest income. |
| ● | $7.5 billion of customer funds (including both short-term and long-term funds) as of September 30, 2026. Customer funds growth of 6% year-over-year partially offsetting the impact of lower interest rates on year-over-year interest income. |
| ● | Obtained shareholder approval of the Nuvei transaction on September 14, 2026. |
| ● | Payoneer continues to strengthen its global regulatory infrastructure with payment licenses in Canada and Israel. |
About Payoneer
Payoneer is the financial platform for cross-border business and global payments. Payoneer empowers millions of businesses with the financial tools and services they need to grow and transact globally with confidence. Payoneer makes it easier for businesses, particularly in emerging markets, to connect to the global economy, pay and get paid across borders, manage their funds across multiple currencies, and grow their businesses.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Except for historical information contained in this press release, the matters discussed herein contain forward-looking statements that involve risks and uncertainties. Such statements are provided under the "safe harbor" protection of the Act. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "shall," "should," "expects," "plans," "positioning," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements include, but are not limited to, statements about transition and the impact of recent changes to our executive management team; statements regarding the expectations of demand for our products and cash flow generation; statements about improvements to and expansion of our products and platform, and launching new products; statements about future operating results, including revenue, volume, growth opportunities, variability of expenses, ability to realize efficiencies, future spending and incremental investments, business trends, our ability to deliver profits, and growth and value for shareholders; and assumptions regarding foreign exchange rates.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements regarding the transactions (the "Transaction") contemplated by the Agreement and Plan of Merger, dated as of June 12, 2026, by and among the Company, Neon Maple Parent Inc., a corporation incorporated pursuant to the laws of Canada (“Nuvei”) and Panda Acquisition Sub Inc. (the "Merger Agreement"), including the expected time period to consummate the Transaction. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of the Company, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to, the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the Transaction; the risk that any announcements relating to the Transaction could have adverse effects on the market price of the Company's common stock; the risk that the Transaction and its announcement could have an adverse effect on the parties' business relationships and business generally, including the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, stockholder, partner, regulatory and other stakeholder approvals and support; the risk of unexpected future capital expenditures; the risk of litigation relating to the Transaction that could be instituted against the Company or its directors and/or officers; the risk associated with third party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the Transaction which are not waived or otherwise satisfactorily resolved; the risk of various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, cybersecurity attacks, wars, security threats and governmental response to them, and technological changes; the risks of labor disputes, changes in labor costs and labor difficulties; and the risks resulting from other effects of industry, market, economic, legal or legislative, political or regulatory conditions outside of the Company's control. All such factors are difficult to predict and are beyond our control, including those detailed in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2025 (and which is available at: https://www.sec.gov/Archives/edgar/data/1845815/000110465926020487/payo-20251231x10k.htm), quarterly reports on Form 10-Q and other documents subsequently filed by the Company with the Securities and Exchange Commission ("SEC") (and that are available at https://www.sec.gov/edgar/search/#/ciks=0001845815&entityName=Payoneer%2520Global%2520Inc.%2520(PAYO)%2520(CIK%25200001845815).
The Company's forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not prove to be accurate. Other unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking statements. The Company does not assume an obligation to update any forward-looking statements, except as required by applicable law. These forward-looking statements speak only as of the date hereof.
Financial Information; Non-GAAP Financial Measures
Some of the financial information and data contained in this press release, such as adjusted EBITDA, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Payoneer uses certain non-GAAP measures to compare Payoneer’s performance to that of prior periods for budgeting and planning purposes. Payoneer believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Payoneer’s results of operations. Payoneer's method of determining these non-GAAP measures may be different from other companies' methods and, therefore, may not be comparable to those used by other companies and Payoneer does not recommend the sole use of these non-GAAP measures to assess its financial performance. Payoneer management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Payoneer’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. You should review Payoneer’s financial statements, which are included in Payoneer’s Annual Report on Form 10-K for the year ended December 31, 2025 and its subsequent Quarterly Reports on Form 10-Q, and not rely on any single financial measure to evaluate Payoneer’s business.
Non-GAAP measures include the following items:
Adjusted EBITDA: We provide adjusted EBITDA, a non-GAAP financial measure that represents our net income (loss) adjusted to exclude, as applicable: M&A related expense (income), stock-based compensation expenses, restructuring charges, loss (gain) from change in fair value of warrants and warrant repurchase/redemption, financial expense (income), net, income taxes, and depreciation and amortization.
Adjusted EBITDA ex. Interest: represents Adjusted EBITDA excluding interest income.
Other companies may calculate the above measure differently, and therefore Payoneer’s measures may not be directly comparable to similarly titled measures of other companies.
Additional Information and Definitions
In this earnings release, we reference volume, which is an operational metric. Volume refers to the total dollar value of transactions successfully completed or enabled by our platform, not including orchestration transactions. For a customer that both receives and later sends payments, we count the volume only once. Note: orchestration transactions ceased in 2024 and were related to our 2020 acquisition of optile GmbH.
We also reference ARPU (Average Revenue Per User), which is defined as the Revenue from Active Customers divided by the number of Active Customers over the period in which the Revenue was earned. Active Customers for these purposes are defined as Payoneer accountholders with at least 1 financial transaction over the period. Revenue from Active Customers represents revenue attributed to Active Customers based on their use of the Payoneer platform, including interest income earned from their balances, and excluding revenues unrelated to their activities.
Investor Contact:
Michelle Wang
investor@payoneer.com
Media Contact:
Angela Sullivan
PR@payoneer.com
TABLE - 1
PAYONEER GLOBAL INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(U.S. dollars in thousands, except share and per share data)
| | (Unaudited) | ||||
| | Three months ended | ||||
| | 2026 | | 2025 | ||
| | | | | | |
Revenues | | $ | 276,938 | | $ | 270,850 |
| | | | | | |
Transaction costs | |
| 41,636 | |
| 42,483 |
Other operating expenses | |
| 41,117 | |
| 40,386 |
Research and development expenses | |
| 49,962 | |
| 39,864 |
Sales and marketing expenses | |
| 59,924 | |
| 59,489 |
General and administrative expenses | |
| 37,832 | |
| 36,141 |
Depreciation and amortization | |
| 21,375 | |
| 16,140 |
Total operating expenses | |
| 251,846 | |
| 234,503 |
| | | | | | |
Operating income | |
| 25,092 | |
| 36,347 |
| | | | | | |
Financial income (expense), net | |
| 6,188 | |
| (5,836) |
| | | | | | |
Income before income taxes | | | 31,280 | | | 30,511 |
| | | | | | |
Income taxes | | | 16,363 | |
| 16,388 |
| | | | | | |
Net income | | $ | 14,917 | | $ | 14,123 |
| | | | | | |
Other comprehensive income (loss) | | | | | | |
Unrealized gain (loss) on available-for-sale debt securities, net | | | (17,986) | | | 892 |
Tax benefit (expense) on unrealized gain (loss) on available-for-sale debt securities, net | | | 3,889 | | | (200) |
Unrealized loss on cash flow hedges, net | | | (2,795) | | | (1,668) |
Tax benefit on unrealized loss on cash flow hedges, net | | | 536 | | | 320 |
Unrealized loss on interest rate floor, net | | | (5,081) | | | (6,190) |
Tax benefit on unrealized loss on interest rate floor, net | | | 1,049 | | | 1,376 |
Foreign currency translation adjustments | | | 62 | | | (444) |
Other comprehensive loss | | | (20,326) | | | (5,914) |
| | | | | | |
Comprehensive income (loss) | | $ | (5,409) | | $ | 8,209 |
| | | | | | |
Per Share Data | | | | | | |
Net income per share attributable to common stockholders — Basic earnings per share | | $ | 0.04 | | $ | 0.04 |
— Diluted earnings per share | | $ | 0.04 | | $ | 0.04 |
| | | | | | |
Weighted average common shares outstanding — Basic | | | 340,346,575 | | | 368,266,611 |
Weighted average common shares outstanding — Diluted | | | 350,041,330 | | | 377,633,523 |
Disaggregation of revenue
The following table presents revenue recognized from contracts with customers as well as revenue from other sources:
| | (Unaudited) | ||||
| | Three months ended | ||||
| | September 30, | ||||
| | 2026 | | 2025 | ||
Revenue recognized at a point in time | | $ | 218,313 | | $ | 208,696 |
Revenue recognized over time | | | 2,120 | |
| 990 |
Revenue from contracts with customers | | $ | 220,433 | | $ | 209,686 |
Interest income on customer balances | | $ | 54,747 | | $ | 59,531 |
Capital advance income | | | 1,758 | | | 1,633 |
Revenue from other sources | | $ | 56,505 | | $ | 61,164 |
Total revenues | | $ | 276,938 | | $ | 270,850 |
The following table presents the Company’s revenue disaggregated by primary regional market, with revenues being attributed to the country (in the region) in which the billing address of the transacting customer is located, with the exception of global bank transfer revenues, where revenues are disaggregated based on the billing address of the transaction funds source.
| | (Unaudited) | ||||
| | Three months ended | ||||
| | September 30, | ||||
| | 2026 | | 2025 | ||
Primary regional markets |
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| | |
Greater China(1) | | $ | 95,157 | | $ | 91,159 |
Europe, Middle East, and Africa(2) | | | 68,623 | | | 68,234 |
Asia-Pacific(2) | | | 60,840 | | | 57,183 |
Latin America(2) | |
| 24,566 | |
| 27,972 |
North America(3) | |
| 27,752 | |
| 26,302 |
Total revenues | | $ | 276,938 | | $ | 270,850 |
| (1) | Greater China is inclusive of mainland China, Hong Kong, Macao and Taiwan. |
| (2) | No single country included in any of these regions generated more than 10% of total revenue. |
| (3) | The United States is the Company’s country of domicile. Of North America revenues, the U.S. represents $26,769 and $25,165 during the three months ended September 30, 2026 and 2025 |
TABLE - 2
PAYONEER GLOBAL INC.
RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA (UNAUDITED)
(U.S. dollars in thousands)
| | Three months ended | ||||
| | September 30, | ||||
| | 2026 | | 2025 | ||
Net income | | $ | 14,917 | | $ | 14,123 |
Depreciation and amortization | |
| 21,375 | |
| 16,140 |
Income taxes | |
| 16,363 | |
| 16,388 |
Financial (income) expense, net | |
| (6,188) | |
| 5,836 |
EBITDA | |
| 46,467 | |
| 52,487 |
Stock based compensation expenses(1) | |
| 18,726 | |
| 17,799 |
M&A related expenses(2) | |
| 3,128 | |
| 981 |
Adjusted EBITDA | | $ | 68,321 | | $ | 71,267 |
| | Three months ended, | |||||||||||||
| | Sept 30, 2025 | | Dec. 31, 2025 | | Mar. 31, 2026 | | June 30, 2026 | | Sept 30, 2026 | |||||
Net income | | $ | 14,123 | | $ | 19,012 | | $ | 19,568 | | $ | (2,436) | | $ | 14,917 |
Depreciation and amortization | |
| 16,140 | |
| 19,542 | |
| 18,916 | |
| 21,224 | |
| 21,375 |
Income taxes | |
| 16,388 | |
| 8,446 | |
| 9,641 | |
| 8,747 | |
| 16,363 |
Financial (income) expense, net | |
| 5,836 | |
| 1,466 | |
| 812 | |
| 10,622 | |
| (6,188) |
EBITDA | |
| 52,487 | |
| 48,466 | |
| 48,937 | |
| 38,157 | |
| 46,467 |
Stock based compensation expenses(1) | |
| 17,799 | |
| 16,491 | |
| 18,524 | |
| 19,475 | |
| 18,726 |
M&A related expenses(2) | |
| 981 | |
| 1,339 | |
| 478 | |
| 13,469 | |
| 3,128 |
Restructuring charges(3) | | | — | | | 2,243 | | | 1,509 | | | 257 | | | — |
Adjusted EBITDA | | $ | 71,267 | | $ | 68,539 | | $ | 69,448 | | $ | 71,358 | | $ | 68,321 |
| (1) | Represents non-cash charges associated with stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy. |
| (2) | These expenses relate to: (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 months ended September 30, 2026, M&A third-party costs were $2.7 million. |
(ii) M&A-related expenses include certain acquisition-related costs and non-recurring adjustments associated with acquired businesses. For the three months ended September 30, 2026, these expenses included approximately $0.2 million related to a non-recurring fair value adjustment and compensation expense associated with the Boundless deferred payment and earn-out arrangement.
(iii) Non-recurring acquisition-related compensation to employees and contractors. For the three months ended September 30, 2026, these expenses were $0.3 million.
| (3) | Represents non-recurring costs related to severance and other employee termination benefits. |
TABLE - 3
PAYONEER GLOBAL INC.
EARNINGS PER SHARE
(U.S. dollars in thousands, except share and per share data)
| | (Unaudited) | ||||
| | Three months ended September 30, | ||||
| | 2026 | | 2025 | ||
Numerator: |
| | |
| | |
Net income | | $ | 14,917 | | $ | 14,123 |
Denominator: | |
| | |
| |
Weighted average common shares outstanding — | |
| | |
| |
Basic | | | 340,346,575 | |
| 368,266,611 |
Add: | | | | | | |
Dilutive impact of RSUs, ESPP and options to purchase common stock | | | 9,694,755 | | | 8,824,839 |
Dilutive impact of private Warrants | | | — | | | 542,073 |
Weighted average common shares — diluted | | | 350,041,330 | | | 377,633,523 |
Net income per share attributable to common stockholders — Basic earnings per share | | $ | 0.04 | | $ | 0.04 |
Diluted earnings per share | | $ | 0.04 | | $ | 0.04 |
TABLE - 4
PAYONEER GLOBAL INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(U.S. dollars in thousands, except share and per share data)
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Assets: |
| | |
| | |
Current assets: |
| | |
| | |
Cash and cash equivalents | | $ | 362,635 | | $ | 415,537 |
Restricted cash | |
| 2,586 | |
| 6,090 |
Customer funds | |
| 7,364,658 | |
| 7,544,541 |
Accounts receivable (net of allowance of $1,391 and $501 at September 30, 2026 and December 31, 2025, respectively) | |
| 12,842 | |
| 10,412 |
Capital advance receivables (net of allowance of $3,572 and $3,953 at September 30, 2026 and December 31, 2025, respectively) | |
| 48,735 | |
| 43,665 |
Other current assets | |
| 90,866 | |
| 90,671 |
Total current assets | |
| 7,882,322 | |
| 8,110,916 |
Non-current assets: | |
| | |
| |
Property, equipment and software, net | |
| 48,923 | |
| 32,437 |
Goodwill | |
| 86,073 | |
| 77,785 |
Intangible assets, net | |
| 215,579 | |
| 208,053 |
Customer funds | | | 175,000 | | | 350,000 |
Restricted cash | |
| 25,539 | |
| 23,604 |
Deferred tax assets, net | |
| 73,244 | |
| 56,898 |
Severance pay fund | |
| 866 | |
| 856 |
Operating lease right-of-use assets | |
| 60,646 | |
| 62,257 |
Other assets | |
| 26,582 | |
| 33,783 |
Total assets | | $ | 8,594,774 | | $ | 8,956,589 |
Liabilities and shareholders’ equity: | |
| | |
| |
Current liabilities: | |
| | |
| |
Trade payables | | $ | 55,054 | | $ | 44,611 |
Outstanding operating balances | |
| 7,539,658 | |
| 7,894,541 |
Other payables | | | 152,541 | | | 144,568 |
Total current liabilities | |
| 7,747,253 | |
| 8,083,720 |
Non-current liabilities: | |
| | |
| |
Deferred tax liabilities, net | | | 25,354 | | | 25,051 |
Other long-term liabilities | |
| 156,458 | |
| 143,391 |
Total liabilities | |
| 7,929,065 | |
| 8,252,162 |
Commitments and contingencies | |
| | |
| |
| | | | | | |
Shareholders’ equity: | |
| | |
| |
Preferred stock, $0.01 par value, 380,000,000 shares authorized; no shares were issued and outstanding at September 30, 2026 and December 31, 2025. | |
| — | |
| — |
Common stock, $0.01 par value, 3,800,000,000 and 3,800,000,000 shares authorized; 421,463,213 and 411,826,086 shares issued and 340,775,508 and 348,704,315 shares outstanding at September 30, 2026 and December 31, 2025, respectively. | | | 4,215 | | | 4,118 |
Treasury stock at cost, 80,687,705 and 63,121,771 shares as of September 30, 2026 and December 31, 2025, respectively. | | | (459,074) | | | (368,867) |
Additional paid-in capital | |
| 954,998 | |
| 896,294 |
Accumulated other comprehensive loss | |
| (45,638) | |
| (6,277) |
Retained earnings | |
| 211,208 | |
| 179,159 |
Total shareholders’ equity | |
| 665,709 | |
| 704,427 |
Total liabilities and shareholders’ equity | | $ | 8,594,774 | | $ | 8,956,589 |
TABLE - 5
PAYONEER GLOBAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(U.S. dollars in thousands)
| | | ||||
| | Nine months ended | ||||
| | 2026 | | 2025 | ||
Cash Flows from Operating Activities |
| | |
| | |
Net income | | $ | 32,049 | | $ | 54,180 |
Adjustment to reconcile net income to net cash provided by operating activities: | |
| | |
| |
Depreciation and amortization | |
| 61,515 | |
| 46,083 |
Deferred taxes | |
| (5,314) | |
| (11,761) |
Stock-based compensation expenses | |
| 56,725 | |
| 56,613 |
Interest on certificate of deposits | | | 7,269 | | | (7,525) |
Interest and amortization of premium/discount on investments | | | 3,734 | | | (3,868) |
Net realized (gains) losses on derivative instruments | | | (160) | | | (4,905) |
Foreign currency re-measurement (gain) loss | |
| 1,014 | |
| (4,965) |
Changes in operating assets and liabilities: | |
| | |
| |
Other current assets | |
| (5,114) | |
| 10,340 |
Trade payables | |
| 6,912 | |
| 2,882 |
Deferred revenue | |
| 4,343 | |
| 258 |
Accounts receivable, net | |
| (2,395) | |
| (2,405) |
Capital advance extended to customers | |
| (215,376) | |
| (235,407) |
Capital advance collected from customers | |
| 210,306 | |
| 249,264 |
Other payables | |
| 1,744 | |
| 1,394 |
Other long-term liabilities | |
| 15,493 | |
| 13,086 |
Operating lease right-of-use assets | |
| 7,603 | |
| 7,610 |
Other assets | |
| 9 | |
| 1,016 |
Net cash provided by operating activities | |
| 180,357 | |
| 171,890 |
| | | | | | |
Cash Flows from Investing Activities | |
| | |
| |
Purchase of property, equipment and software | |
| (25,522) | |
| (12,285) |
Capitalization of internal use software | |
| (50,791) | |
| (43,886) |
Severance pay fund distributions, net | |
| (10) | |
| (56) |
Customer funds in transit, net | |
| 61,423 | |
| (56,747) |
Purchases of investments in available-for-sale debt securities | | | (411,932) | | | (351,824) |
Maturities of investments in available-for-sale debt securities | | | 274,000 | | | 253,500 |
Settlement of cash flow hedges | | | 7,150 | | | 6,687 |
Maturities of investments in term deposits | | | 175,000 | | | 75,000 |
Cash paid in connection with acquisition, net of cash acquired | | | (6,479) | | | (33,081) |
Net cash provided by (used in) investing activities | |
| 22,839 | |
| (162,692) |
| | | | | | |
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 | |
| 910 | |
| (3,237) |
Outstanding operating balances, net | |
| (357,538) | |
| 136,622 |
Receipts of collateral on interest rate derivatives | | | 44,330 | | | 89,550 |
Payments of collateral on interest rate derivatives | | | (63,390) | | | (90,010) |
Consideration related to previous acquisitions | | | (6,519) | | | 455 |
Payment on exercise of warrants | | | — | | | (1,332) |
Common stock repurchased | | | (92,524) | | | (95,029) |
Net cash provided by (used in) financing activities | |
| (474,731) | |
| 37,019 |
| | | | | | |
Effect of exchange rate changes on cash and cash equivalents | |
| (1,153) | |
| 5,177 |
| | | | | | |
Net change in cash, cash equivalents, restricted cash and customer funds | |
| (272,688) | |
| 51,394 |
Cash, cash equivalents, restricted cash and customer funds at beginning of period | |
| 6,416,707 | |
| 5,658,210 |
Cash, cash equivalents, restricted cash and customer funds at end of period | | $ | 6,144,019 | | $ | 5,709,604 |
Supplemental information of investing and financing activities not involving cash flows: | |
| | |
| |
Property, equipment, and software acquired but not paid | | $ | 5,021 | | $ | 505 |
Internal use software capitalized but not paid | | $ | 8,869 | | $ | 6,201 |
Right of use assets obtained in exchange for new operating lease liabilities | | $ | 3,690 | | $ | 34,440 |