Financial Analysis

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 (now Payoneer Payments (Guangdong) 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. 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 was not met. NOTE 3 ACQUISITIONS (continued): Skuad On August 5, 2024, Payoneer acquired 100% of the outstanding equity of Skuad and its subsidiaries, a global workforce and payroll management company. The acquisition accelerates Payoneers strategy to deliver a comprehensive and integrated financial stack for SMBs that operate globally. …

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NOTE 18 COMMITMENTS AND CONTINGENCIES The Companys 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, the 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 Companys ability to expand its product offerings, or otherwise harm or have a material adverse effect on the Companys 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 …

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Year Ended December 31, 2025 2024 2023 Revenue recognized at a point in time $ 809,581 $ 707,644 $ 573,902 Revenue recognized over time 3,832 2,650 16,925 Revenue from contracts with customers $ 813,413 $ 710,294 $ 590,827 Interest income on customer balances $ 231,614 $ 256,846 $ 230,634 Capital advance income 7,747 10,576 9,642 Revenue from other sources $ 239,361 $ 267,422 $ 240,276 Total revenues $ 1,052,774 $ 977,716 $ 831,103 …

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NOTE 22 STOCK-BASED COMPENSATION Option and restricted stock compensation plans The Company maintains three stock-based compensation incentive plans: the Payoneer Inc. 2007 Share Incentive Plan and the Payoneer Inc. 2007 U.S. Share Incentive Plan (hereafter together the 2007 Plan), the Payoneer Inc. 2017 Stock Incentive Plan (hereafter the 2017 Plan) and the 2021 Omnibus Incentive Plan (the 2021 Plan). 2007 Plan In February 2007, the Companys Board of Directors approved the 2007 Plan, where up to 3,360,000 incentive awards (including stock options and RSUs) were available for grants to employees of the Company and other individuals eligible under the plan. Subsequent to the original plan approval, there were several periodic increases in options that were available for grant through approval by the Companys board of directors and stockholders. The 2007 Plan is no longer available for grants of new awards as of 2017. 2017 Plan In May 2017, the Companys Board of Directors approved the 2017 Plan, where up to 21,756,714 incentive awards (including stock options and RSUs) were available for grant to employees of the Company and other individuals eligible under the Plan. Awards generally vested over a four year period and continued vesting of any outstanding award was usually subject to continued service of the person to whom the award was granted. The 2017 Plan is no longer available for grants of new awards as of 2021. 2021 Plan In June 2021, the Company's Board of Directors adop …

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NOTE 7 - FAIR VALUE The following tables summarize the Companys financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024: December 31, 2025 Level 1 Level 2 Level 3 Total Financial Assets: U.S. Treasury Securities (included within Customer funds) $ 1,306,623 $ $ $ 1,306,623 Derivative assets (included within Other current assets) Interest rate floors 1 $ $ 1,688 $ $ 1,688 Foreign currency forwards 2,852 2,852 Total current derivative assets $ $ 4,540 $ $ 4,540 Derivative assets (included within Other non-current assets) Interest rate floors 1 $ $ 24,846 $ $ 24,846 Total financial assets $ 1,306,623 $ 29,386 $ $ 1,336,009 Financial Liabilities: Skuad acquisition earnout liability (included within Other payables) $ $ $ 8,453 $ 8,453 Non-current portion of PayEco deferred payment liability (included within Other long-term liabilities) $ $ $ 7,220 7,220 Total financial liabilities $ $ $ 15,673 $ 15,673 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 1 $ $ 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 1 $ $ 17,692 $ $ 17,692 Total financial assets $ 1,174,937 $ 19,726 $ $ 1 …

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NOTE 10 GOODWILL AND INTANGIBLE ASSETS Goodwill The Company conducted the annual impairment test of goodwill as of September 30, 2025. The Company elected to perform a qualitative analysis of fair value of the reporting unit compared to the carrying value of the reporting unit. Based on the results of this analysis, the Company determined that goodwill was not impaired. The Company has not recognized an impairment charge in any of the years ended December 31, 2025, 2024 and 2023. No triggering events have occurred since the annual impairment assessment that would change the Companys assessment. There were no changes to the Companys goodwill balance of $77,785 during the year ended December 31, 2025. Refer to Note 3 for details around goodwill acquired during the year ended December 31, 2024. The following table presents goodwill balance and adjustments related to those balances during the year ended December 31, 2024. December 31, Goodwill December 31, 2023 Acquired 2024 Total goodwill $ 19,889 57,896 $ 77,785 Intangible assets Composition of intangible assets, grouped by major classifications, is as follows: December 31, 2025 December 31, 2024 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Internal use software $ 236,770 (134,466) $ 102,304 $ 175,698 $ (86,882) $ 88,816 Acquired developed technology 20,269 (17,650) 2,619 20,269 (13,111) 7,158 Customer relationships 6,683 (910) 5,773 6,683 (267 …

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NOTE 23 - INCOME TAXES The Company is subject to U.S. federal, state, and foreign income taxes. The components of income before income taxes for each of the years ended December 31, 2025, 2024 and 2023 were as follows: Year Ended December 31, 2025 2024 2023 Income before income taxes: U.S. Domestic $ 132,437 $ 159,901 $ 133,061 Foreign (16,849) (20,430) (525) $ 115,588 $ 139,471 $ 132,536 The components of the provision for income taxes for each of the years ended December 31, 2025, 2024 and 2023 were as follows: Year Ended December 31, 2025 2024 2023 Current: Federal $ 31,568 $ 24,497 $ 37,633 State 3,896 2,805 1,298 Foreign 24,338 13,624 11,394 Total current tax provision (benefit) 59,802 40,926 50,325 Deferred: Federal (11,246) (10,394) (10,508) State (1,985) (748) (351) Foreign (4,175) (11,476) (263) Total deferred tax provision (benefit) (17,406) (22,618) (11,122) Provision for income tax expense (benefit) $ 42,396 $ 18,308 $ 39,203 NOTE 23 - INCOME TAXES (continued): A reconciliation of the statutory U.S. federal income tax rate of 21% for the year ended December 31, 2025 to the effective income tax rate is as follows: December 31, 2025 Amount Percent U.S. Federal Statutory Tax Rate $ 24,273 21.0% US State Taxes, Net of Federal Benefit (a) 1,700 1.5% Foreign Tax Effects Germany Effect of changes in tax laws or rates enacted in the current period 3,220 2.8% Other (1,933) (1.7)% Other Foreign Jurisdictions 4,657 4.0% U.S. Nontaxable or Nondeductible Items Stock-based comp …

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NOTE 12 LEASES The Companys lease expense was as follows: Year Ended December 31, 2025 2024 2023 Short-term lease expense $ 1,291 1,018 1,501 Operating lease expense 16,171 11,148 10,122 Total lease expense $ 17,462 $ 12,166 $ 11,623 The operating cash flows associated with operating leases were $10,995, $14,068 and $10,248 for the years ended December 31, 2025, 2024 and 2023, respectively. Additional balance sheet information related to leases was as follows: December 31, 2025 2024 Operating lease right-of-use assets $ 62,257 $ 19,403 Operating lease liabilities within other payables $ 7,249 $ 5,735 Operating lease liabilities within other long-term liabilities 65,084 15,645 Total operating lease liabilities $ 72,333 $ 21,380 Weighted average remaining lease term operating leases 8.63 years 7.54 years Weighted average discount rate operating leases 5.72 % 5.93 % During the year ended December 31, 2025, the Company commenced a new operating lease for several floors of a building in Israel for a total right-of-use asset of $32,678, which is included within our Operating lease right-of-use assets on the consolidated balance sheets. This lease expires over various periods between 2031 and 2036. In connection with this lease, the Company has provided a cash security deposit of $3,630. This amount is recorded in Restricted cash long-term on the consolidated balance sheets. Operating lease amounts include minimum lease payments under the Companys non-cancelable operating leases pri …

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"cc. Recently issued accounting pronouncements: Financial Accounting Standards Board (FASB) standards adopted during 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 new standard is effective for annual periods beginning January 1, 2025. The Company adopted the standard prospectively during the year ended December 31, 2025. Refer to Note 23 for required disclosures. FASB Standards issued, but not adopted as of December 31, 2025 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 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 ne …

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NOTE 15 RESTRUCTURING CHARGES During the first quarter of 2025, the Company incurred and paid $2,630 of severance and other employee termination benefits mostly related to a strategic shift in how the Company provides Checkout capabilities to its customers and efficiencies realized in the Companys Checkout product. During the fourth quarter of 2025, the Company incurred $2,243 of severance and other employee termination benefits related to broad expense efficiency measures. The expense efficiency measured continued through the first quarter of 2026. As of December 31, 2025, $1,925 has been paid related to severance and other employee termination benefits. The Company did not incur restructuring charges during the year ended December 31, 2024. During the third quarter of 2023, the Company initiated a plan to reduce its workforce by approximately 9% (the Plan). The Plan was intended to enhance productivity and efficiency and streamline the Companys organizational structure to better align operations with its growth objectives. During the year ended December 31, 2023, the Company incurred and paid costs of $4,488 related to severance and other employee termination benefits. NOTE 15 RESTRUCTURING CHARGES (continued): The restructuring costs are recognized in the consolidated statements of comprehensive income as follows: Severance and other employee termination benefits 2025 2024 2023 Other operating expenses $ 434 $ $ 623 Research and development expenses 3,044 1,559 Sales and m …

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NOTE 19 REVENUE The following table presents revenue recognized from contracts with customers as well as revenue from other sources: Year Ended December 31, 2025 2024 2023 Revenue recognized at a point in time $ 809,581 $ 707,644 $ 573,902 Revenue recognized over time 3,832 2,650 16,925 Revenue from contracts with customers $ 813,413 $ 710,294 $ 590,827 Interest income on customer balances $ 231,614 $ 256,846 $ 230,634 Capital advance income 7,747 10,576 9,642 Revenue from other sources $ 239,361 $ 267,422 $ 240,276 Total revenues $ 1,052,774 $ 977,716 $ 831,103 Based on the information provided to and reviewed by the Companys CODM, the Company believes that the nature, amount, timing, and uncertainty of its revenue and cash flows and how they are affected by economic factors are most appropriately depicted through its primary regional markets. The following table presents the Companys 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. NOTE 19 REVENUE (continued): Note that in 2024, the Company has updated the definition of its primary regional markets to align with the view used by Management. This update eliminates South Asia, Middle East and North Africa as a separate region and instead includes reve …

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NOTE 21 SEGMENT INFORMATION The Company determines operating segments based on how its CODM manages the business, makes operating decisions around the allocation of resources, and evaluates operating performance. The Companys CODM are its Chief Executive Officer and Chief Financial Officer, who review its operating results on a consolidated basis. The Company operates in one segment and has one reportable segment. The Companys CODM use consolidated net income, as shown on the consolidated statements of comprehensive income (loss), as the measure of segment profitability. The CODM use net income to evaluate the Companys ongoing operations and for internal planning and forecasting purposes. This analysis is used in making strategic investment decisions. The Companys measure of segment assets is reported on the consolidated balance sheets as total assets. Year Ended December 31, 2025 2024 2023 Revenue $ 1,052,774 $ 977,716 $ 831,103 Less: Transaction cost 1 (165,239) (152,106) (122,291) Labor & related (303,664) (279,254) (272,588) Stock-based compensation (73,104) (64,787) (65,767) 3rd party contractors (36,720) (37,397) (36,865) IT & communication (81,670) (70,783) (53,962) Depreciation & amortization (65,625) (47,296) (27,814) Other operating expenses 2 (202,085) (177,062) (148,207) Income taxes (42,396) (18,308) (39,203) Other segment items 3 (9,079) (9,560) 28,927 Net income $ 73,192 $ 121,163 $ 93,333 (1) Refer to Note 20 for disaggregation of transaction cost …

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"NOTE 2 SIGNIFICANT ACCOUNTING POLICIES a. Principles of consolidation, basis of presentation, and accounting principles: The accompanying 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. Investments in an entity where the Company has the ability to exercise significant influence, but not control, over the investee are accounted for using the equity method of accounting. NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued): 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, indefinite-lived intangibles, revenue recognition, stock-based compensation, contingent consideration associated with M&A, and loss contingencies. c. Functi …

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NOTE 25 SUBSEQUENT EVENTS On January 19, 2026, the Company acquired 100% of the outstanding equity of Boundless Technologies Limited, an Ireland-based EOR platform that helps businesses seamlessly and compliantly employ people around the world. This acquisition marks another step in Payoneers strategy to deliver a comprehensive financial stack for SMBs that operate internationally. The aggregate purchase price is approximately $13.0 million adjusted for certain holdbacks and is subject to customary post-closing adjustments. Additionally, the transaction includes an earn-out provision of up to $4 million contingent upon reaching certain performance and tenure milestones. Because the earn-out is contingent upon continued employment, it will be accounted for as compensation expense in accordance with ASC 718. The acquisition will be accounted for as a business combination under ASC 805. Due to the acquirees insignificant size relative to the Company, the Company does not expect to provide supplemental pro forma information for the current and prior year reporting periods. …

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