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What changed in Payoneer Global Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Payoneer Global Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+404 added−418 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in Payoneer Global Inc.'s 2025 10-K

404 paragraphs added · 418 removed · 327 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThe Customer Approval Policy constitutes an integral part of Payoneer’s AML/CTF program and outlines our responsibilities with respect to applicable KYC requirements as detailed in pertinent US laws, regulations, and statutes, including the Bank Secrecy Act (“BSA”), the USA PATRIOT Act, and in the relevant laws, regulations, and statutes of jurisdictions where Payoneer holds a local license.
Biggest changeThe Customer Approval Policy constitutes an integral part of Payoneer’s AML/CTF program and outlines our responsibilities with respect to applicable KYC requirements as detailed in pertinent US laws, regulations, and statutes, including the Bank Secrecy Act (“BSA”), the USA PATRIOT Act, and in the relevant laws, regulations, and statutes of jurisdictions where Payoneer holds a local license. ​ 10 Table of Contents Data Protection & Privacy Regulations We collect, process, store, share, disclose, transfer, retain and/or use personal information and other data in connection with conducting our business, including for purposes of marketing our services and products via phone, email and text messages and pursuant to applicable requirements we are subject to, to verify the identity of our customers.
Payoneer was founded in 2005 and in the 20 years since the Company’s founding, we have built a global financial stack that makes it easier for millions of SMBs and entrepreneurs, particularly in emerging markets, to access global demand and supply, pay and get paid, and manage their cross border and other needs from a single platform.
Payoneer was founded in 2005 and in the 20+ years since the Company’s founding, we have built a global financial stack that makes it easier for millions of SMBs and entrepreneurs, particularly in emerging markets, to access global demand and supply, pay and get paid, and manage their cross border and other financial operations needs from a single platform.
We do not have any issued patents. We consider our digital payment platform, which provides payment, financial, merchant, working capital and other services to companies, marketplaces, e-commerce sellers, freelancers, and others, to be our proprietary technology. The development and management of our platform require sophisticated coordination among many specialized employees.
We do not have any issued patents. We consider our digital payment platform, which provides payment, financial, merchant, working capital solutions and other services to companies, marketplaces, e-commerce sellers, freelancers, and others, to be our proprietary technology. The development and management of our platform require sophisticated coordination among many specialized employees.
We are regulated as a non-bank financial institution in key markets around the world, namely the United States, Europe, the United Kingdom, Hong Kong, Japan, Singapore, and Australia, via local subsidiaries.
We are regulated as a non-bank financial institution in key markets around the world, namely the United States, Europe, the United Kingdom, Hong Kong, Japan, Singapore, China, and Australia, via local subsidiaries.
According to the International Trade Administration, global B2B e-commerce volume is expected to reach $36 trillion by 2026, with the strongest growth expected in Asia Pacific, Latin America and the Middle East. 4 Table of Contents SMBs That Operate Across Borders Have a Growing Need for Payment and Commerce-Enabling Solutions The growth of digital commerce has made it easier for SMBs in emerging markets to tap into overseas demand and supply.
According to the International Trade Administration, global B2B e-commerce volume is expected to reach $36 trillion by 2026, with the strongest growth expected in Asia Pacific, Latin America and the Middle East. 4 Table of Contents SMBs That Operate Across Borders Have a Growing Need for Payment and Commerce-Enabling Solutions The growth of digital commerce has made it easier for SMBs to tap into overseas demand and supply.
Payoneer’s KYC program includes: (i) policies and procedures for collecting and verifying information on the identity of customers and their businesses; (ii) policies and procedures for gathering further information about customers to gain a better understanding of the relationship and anticipated transaction activity, including a periodic review of the customer’s account information; and (iii) policies and procedures for monitoring customer activity throughout the lifecycle of the relationship.
Payoneer’s KYC program includes: (i) policies and procedures for collecting and verifying information on the identity of customers and their businesses; (ii) policies and procedures for gathering further information about customers to gain a better understanding of the relationship and anticipated transaction activity, including a periodic review of the customer’s account information, if warranted; and (iii) policies and procedures for monitoring customer activity throughout the lifecycle of the relationship.
The Shift Towards a More Global Supply Chain and Outsourced Workforce Labor shortages, rising wages, increasing costs from higher inflation, and a general trend towards greater globalization are all driving businesses of all sizes to re-evaluate their workforce and sourcing strategies.
The Shift Towards a More Global Supply Chain and Outsourced Workforce Labor shortages, rising wages, increasing costs from persistent inflation, and a general trend towards greater globalization are all driving businesses of all sizes to re-evaluate their workforce and sourcing strategies.
Payoneer Hong Kong Limited is a licensed Money Services Operator with the Customs and Excise Department in Hong Kong. Payoneer Japan Limited is a Registered Fund Transfer Service Provider with the Kanto Finance Bureau in Japan. Payoneer Singapore Pte Limited is licensed by the Monetary Authority of Singapore as a Major Payment Institution.
Payoneer Hong Kong Limited is a licensed Money Services Operator with the Customs and Excise Department in Hong Kong. Payoneer Japan Limited is a Registered Fund Transfer Service Provider with the Kanto Finance Bureau in Japan. Payoneer Singapore Private Limited is licensed by the Monetary Authority of Singapore as a Major Payment Institution.
There are few options available to SMBs that provide a comprehensive global solution. We believe this presents a significant competitive advantage for Payoneer as we have built robust compliance infrastructure, grounded in a “compliance first” approach, and have nearly two decades of experience navigating the challenges associated with cross-border payments, particularly into emerging markets.
There are few options available to SMBs that provide a comprehensive global solution. We believe this presents a significant competitive differentiator for Payoneer as we have built robust compliance infrastructure, grounded in a “compliance first” approach, and have two decades of experience navigating the challenges associated with cross-border payments, particularly into emerging markets.
Payoneer’s customers sell their goods or services either via a marketplace or directly to other businesses (B2B), and/or to customers via webstores. Payoneer has built a meaningful brand and efficient go-to-market engine that enables us to drive customer acquisition through a diverse range of channels.
Payoneer’s customers sell their goods or services either via marketplaces or directly to other businesses (B2B), and/or to customers via webstores. Payoneer has built a meaningful brand and efficient go-to-market engine that enables us to drive customer acquisition and growth through a diverse range of channels.
Historically, we have seen revenues increase in the fourth quarter of every year, primarily as a result of higher e-commerce sales during the holiday season. 8 Table of Contents Competition Payoneer operates on a global scale and faces a very broad set of competitors.
Historically, we have seen revenues increase in the fourth quarter of every year, primarily as a result of higher e-commerce sales during the holiday season. Competition Payoneer operates on a global scale and faces a very broad set of competitors.
For example, in Europe we are licensed in Ireland by the Central Bank of Ireland (authorized pursuant to the European Union (“EU”) passporting rules to provide payment services under its license in all countries in the EEA).
For example, in Europe we are licensed in Ireland by the Central Bank of Ireland (authorized pursuant to the European Union (“EU”) passporting rules to provide electronic money services and payment services under its license in all countries in the EEA).
These laws and their implementing regulations generally restrict certain collection, processing, storage, use and 10 Table of Contents disclosure of personal information, require notice to individuals of privacy practices, and provide individuals with certain rights to prevent use and disclosure of personal information.
These laws and their implementing regulations generally restrict certain collection, processing, storage, use and disclosure of personal information, require notice to individuals of privacy practices, and provide individuals with certain rights to prevent use and disclosure of personal information.
There are numerous other regulatory agencies that have or may assert jurisdiction. The laws and regulations applicable to the payments industry in any given jurisdiction are subject to interpretation and change. Numerous laws and regulations govern the payments industry in the U.S. and internationally.
There are numerous other regulatory agencies that have or may assert jurisdiction. The laws and regulations applicable to the payments industry in any given jurisdiction are subject to interpretation and change. ​ 9 Table of Contents Numerous laws and regulations govern the payments industry in the U.S. and internationally.
Such risks stem from applicable legal/regulatory requirements, the nature of Payoneer products/services (including features, customers and geographic reach) and the record of actual performance of the Payoneer AML/CTF compliance program. These risks are mitigated, among other controls, by the KYC controls and requirements outlined in this document.
Such risks stem from applicable legal/regulatory requirements, the nature of Payoneer products/services (including features, customers and geographic reach) and the record of actual performance of the Payoneer AML/CTF compliance program. These risks are mitigated, among other controls, by the KYC controls and requirements outlined in our policies and procedures.
These regulatory authorities include the Australian Securities and Investment Commission in Australia, the Customs and Excise Department in Hong Kong, the Kanto Finance Bureau in Japan, the Monetary Authority of Singapore in Singapore, and the Financial Conduct Authority in the United Kingdom.
These regulatory authorities include the People’s Bank of China (“PBOC”) in China, the Australian Securities and Investment Commission in Australia, the Customs and Excise Department in Hong Kong, the Kanto Finance Bureau in Japan, the Monetary Authority of Singapore in Singapore, and the Financial Conduct Authority in the United Kingdom.
SMBs Selling Direct to Consumer In 2022, Payoneer began supporting SMBs selling Direct to Consumer (“DTC”) via our Checkout product, which customers can use to sell directly to consumers around the world via their web store or via an integration into commerce enabling platforms.
SMBs Selling Direct to Consumer Payoneer supports SMBs selling Direct to Consumer (“DTC”) via our Checkout product, which customers can use to sell directly to consumers around the world via their web store or via an integration into commerce enabling platforms.
The data privacy and protection laws and regulations to which our business is subject may apply to personal information and data concerning our customers, employees or other third parties who interact with us, and include the California Privacy Rights Act of 2020, the Personal Information Protection and Electronic Documents Act, the CAN-SPAM Act, Canada Anti-Spam Law, the Telephone Consumer Protection Act, Section 5(c) of the Federal Trade Commission Act, the European Union’s General Data Protection Regulation (“GDPR”), and other laws, enactments, regulations or orders transposing, implementing, adopting, supplementing or derogating from, the GDPR in each EEA member state, including the Irish Data Protection Act 2018, the UK retained EU law version of GDPR as defined in the Data Protection Act 2018, and as amended from time to time (UK GDPR), the European e-Privacy Directive currently implemented through national European laws, the Data Security Law of the People's Republic of China, the Personal Information Protection Law of the People's Republic of China, Brazil’s Lei Geral de Proteção de Dados Pessoais (LGPD), the Australian Privacy Act of 1988, Singapore Personal Data Protection Act 2012, Hong Kong Personal Data (Privacy) Ordinance, Japan’s Act on the Protection of Personal Information, and other data protection or privacy legislation in force from time to time.
The data privacy and protection laws and regulations to which our business is subject may apply to personal information and data concerning our customers, employees or other third parties who interact with us, and include the California Consumer Privacy Act (as amended by the California Privacy Rights Act, collectively the (“CCPA”)), data breach notification laws in all 50 states in the United States, the Personal Information Protection and Electronic Documents Act, the CAN-SPAM Act, Canada Anti-Spam Law, the Telephone Consumer Protection Act, Section 5(c) of the Federal Trade Commission Act, the European Union’s General Data Protection Regulation (“GDPR”), and other laws, enactments, regulations or orders transposing, implementing, adopting, supplementing or derogating from, the GDPR in each EEA member state, including the Irish Data Protection Act 2018, the United Kingdom retained EU law version of GDPR as defined in the Data Protection Act 2018, and as amended from time to time (UK GDPR), the European e-Privacy Directive currently implemented through national European laws, the Data Security Law of the People's Republic of China, the Personal Information Protection Law of the People's Republic of China, Brazil’s Lei Geral de Proteção de Dados Pessoais, the Australian Privacy Act of 1988, Singapore Personal Data Protection Act 2012, Hong Kong Personal Data (Privacy) Ordinance, Japan’s Act on the Protection of Personal Information, India’s Digital Personal Data Protection Act, 2023, supplemented by the Digital Data Protection Rules 2025, and other data protection or privacy legislation in force from time to time.
We intend to drive continued growth by focusing on a few key areas: Adding Customers Who Fit Our Ideal Customer Profile Payoneer has approximately 2 million active customers who have a Payoneer Account and were active over the trailing twelve month period.
We intend to drive continued growth and increasing efficiency by focusing on a few key areas: Adding Customers Who Fit Our Target Customer Profile Payoneer has nearly 2 million active customers who have a Payoneer Account and were active over the trailing twelve month period.
Platform Investments to Deliver More Value to Customers and Drive Greater Average Revenue Per Customer Payoneer is making meaningful investments in extending our financial stack to add additional and enhanced financial management capabilities and additional financial services, and in driving greater customer adoption of multiple products and services.
Platform and Product Investments to Deliver More Value to Customers and Drive Greater Average Revenue Per Customer Payoneer is making meaningful investments in extending our financial stack to add additional and enhanced financial management capabilities and additional financial services, and in driving greater customer adoption of multiple products and services, to increase the amount of revenue we generate per customer.
Capturing Opportunity From Strong Global Secular Trends Payoneer is focused on capturing the opportunity from several powerful secular trends, which we believe continue to create opportunity, and that benefit SMBs who do business across borders and the service providers supporting them, even in the face of potential disruption from global trade regulation and other factors.
Capturing Opportunity From Strong Global Secular Trends Payoneer is focused on capturing the opportunity from several powerful secular trends. We believe these trends continue to benefit SMBs who do business across borders and the service providers supporting them, even in the face of potential disruption from changes in global trade policy and other factors.
For instance, we apply our machine-learning models in key areas such as lifetime value assessment, risk management and working capital underwriting. Utilizing these unique data insights, enables us to offer new products and features, improve engagement and drive growth and improved profitability.
These models enable us to make informed predictions to better serve our customers’ needs. For instance, we apply our machine-learning models in key areas such as lifetime value assessment, risk management and working capital underwriting. Utilizing these unique data insights, enables us to offer new products and features, improve engagement and drive growth and improved profitability.
Payoneer is licensed in multiple jurisdictions and, via its licensed entities, provides payment services to customers in over 190 countries and territories worldwide. In the U.S., Payoneer Inc. is a Money Services Business registered with the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN).
Regulation Payments Regulation Various laws and regulations govern the payments industry in the U.S. and globally. Payoneer is licensed in multiple jurisdictions and, via its licensed entities, provides payment services to customers in over 190 countries and territories worldwide. In the U.S., Payoneer Inc. is a Money Services Business registered with the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN).
Our customers can receive funds from marketplaces, other businesses and customers, trading partners and more. They can accept payments locally in the country where their buyer is located and, often, in the buyer’s local currency.
The Payoneer Account The Payoneer Account enables SMBs to receive, manage, and make payments in multiple currencies. Our customers can receive funds from marketplaces, other businesses and customers, trading partners and more. They can accept payments locally in the country where their buyer is located and, often, in the buyer’s local currency.
This offers us the opportunity to acquire companies with synergistic product and service offerings. We have built a team that is focused on leading our efforts to identify strategic growth opportunities. Seasonality Given the diverse nature of our customers and their businesses, Payoneer’s revenues experience seasonal fluctuations as a result of consumer and business spending patterns.
We have built a team that is focused on leading our efforts to identify strategic growth opportunities. ​ ​ 8 Table of Contents Seasonality Given the diverse nature of our customers and their businesses, Payoneer’s revenues experience seasonal fluctuations as a result of consumer and business spending patterns.
Payoneer has three primary acquisition channels: partnerships and other relationships with ecosystem participants such as e-commerce platforms, our direct sales and marketing team, and organic traffic which benefits from our strong brand and network effects.
Our acquisition strategy involves leveraging our efficient go-to-market engine to acquire and engage with more SMBs. Payoneer has three primary acquisition channels: partnerships and other relationships with ecosystem participants such as e-commerce platforms, our direct sales and marketing team, and organic traffic which benefits from our strong brand and network effects.
In addition, Payoneer Canada Limited has applied to the Bank of Canada for a payment service provider license; Payoneer India Private Limited has applied to the Reserve Bank of India for a Payment Aggregator Cross Border license; and Payoneer Inc. has applied to the Israel Securities Authority for a payment services provider license.
In addition, Payoneer Canada Limited has applied to the Bank of Canada for a payment service provider license; recently, Payoneer India was granted in-principle authorization from the Reserve Bank of India as a Payment Aggregator Cross Border (Inward and Outward transactions); and Payoneer Inc. has applied to the Israel Securities Authority for a payment services provider license.
We make significant and ongoing investments in our cybersecurity infrastructure and processes. 5 Table of Contents Trusted Global Brand Supported by Local Teams Payoneer’s customers are located in more than 190 countries and territories.
We make significant and ongoing investments in our cybersecurity infrastructure and processes and are also investing in AI capabilities both to improve customer experience and to increase the efficiency of our operations. 5 Table of Contents Trusted Global Brand Supported by Local Teams Payoneer’s customers are located in more than 190 countries and territories.
Payoneer Inc. also acts as an Online Payment Gateway Service Provider (“OPGSP”) approved by the Reserve Bank of India, for the purpose of facilitating the collection of cross-border payments for Indian residents.
Payoneer Inc. also acts as OPGSP as approved by the Reserve Bank of India, for the purpose of facilitating cross-border payments for Indian residents.
Customers receiving regulated financial services are onboarded to and receive terms and conditions from one or more of the regulated entities in our group, depending on the customer’s country of residence or incorporation and the products provided.
Payoneer Payments (Guangdong) Co., Ltd holds a payment business license issued by the People’s Bank of China. Customers receiving regulated financial services are onboarded to and receive terms and conditions from one or more of the regulated entities in our group, depending on the customer’s country of residence or incorporation and the products provided.
This is a $6 trillion volume opportunity based on third-party research conducted in 2022. We enable SMBs to create and manage invoices, bill their customers in multiple currencies and support local and global payment methods. We enable SMBs to pay their suppliers, vendors, and contractors in multiple currencies and countries, one by one or in bulk.
We enable SMBs to create and manage invoices, bill their customers in multiple currencies, and support local and global payment methods. We enable SMBs to pay their suppliers, vendors, and contractors in multiple currencies and countries, one by one or in bulk.
Payoneer’s Financial Stack Payoneer is purpose-built for SMBs doing business cross-border and we are able to support a wide range of customers and deliver a growing product and feature set to meet their needs. The Payoneer Account The Payoneer Account enables SMBs to receive, manage, and make payments in multiple currencies.
This extension of our financial stack enables us to serve more of our customers’ needs and increase the value we provide to them. Payoneer’s Financial Stack Payoneer is purpose-built for SMBs doing business cross-border and we are able to support a wide range of customers and deliver a growing product and feature set to meet their needs.
Checkout is another source of AR that SMBs can manage in their Payoneer Account, enabling merchants to unify their business across sales channels and better track all of their global sales activities. 7 Table of Contents Working Capital Payoneer provides certain SMBs with access to working capital with amounts advanced ranging from $500 to $5 million.
Checkout is another source of AR that SMBs can manage in their Payoneer Account, enabling merchants to unify their business across sales channels and better track all of their global sales activities.
Employees from 18 countries participated in service projects that support their local communities. Intellectual Property The protection of our intellectual property rights is an important aspect of our business, and substantially all of our material intellectual property rights are currently developed in-house.
Intellectual Property The protection of our intellectual property rights is an important aspect of our business, and substantially all of our material intellectual property rights are currently developed in-house.
Payoneer uses data insights to build and market additional features and services, which in turn accelerates commercial activity, increases volume, brings more customers into our network, and further strengthens and grows our ecosystem.
Payoneer uses data insights to improve the customer experience, build and market additional features and services which in turn accelerates commercial activity, increases volume, brings more customers into our network, and further strengthens and grows our ecosystem. Payoneer has built machine-learning models leveraging the data that we collect in the ordinary course of our operations and services.
Payoneer serves SMBs located in more than 190 countries and territories and operating in a wide variety of industries. We have approximately 2 million active customers, including over 500,000 who meet our ideal customer profile (as further defined below).
Payoneer serves SMBs located in more than 190 countries and territories and operating in a wide variety of industries, and we have nearly 2 million active customers.
They can send funds to their local bank accounts, pay for expenses using our card products, make payments through our in-network ecosystem, and pay suppliers and workers in multiple currencies. They can also access working capital from Payoneer. Every payment a business accepts or makes also creates an opportunity for us to develop a deeper understanding of their business.
They can send funds to their local bank accounts, pay for expenses using our card products, make payments through our in-network ecosystem, and pay suppliers, service providers, and workers in multiple currencies. They can also access working capital and other financial services from Payoneer and via third parties.
We work with close to 100 banks and payment service providers globally and through those partners have access to local clearing systems, allowing us to receive and deliver payments efficiently in the local markets in which our customers operate. 6 Table of Contents Key Customer Segments SMBs Doing Business on Global Marketplaces The global e-commerce and service marketplace payouts business is estimated to be a $300 billion volume opportunity, based on third-party research conducted in 2022.
We work with close to 100 banks and payment service providers globally and through those partners have access to local clearing systems, allowing us to receive and deliver payments efficiently in the local markets in which our customers operate. 6 Table of Contents Key Customer Segments SMBs Doing Business on Global Marketplaces Payoneer is a market leader in the global e-commerce and service marketplaces payouts business and enables SMBs from around the world to access the aggregated consumer demand on these marketplaces and get paid as if they were local to where the marketplace sale occurs. ​ B2B SMBs Payoneer also serves SMBs looking to pay, and get paid directly by, other businesses ("B2B SMBs").
For example, in China we face competition from a number of local payment providers that serve the large greater China region. In some cases, marketplaces provide their own payment capabilities to support payments to sellers. Regulation Payments Regulation Various laws and regulations govern the payments industry in the U.S. and globally.
For example, in China we face competition from a number of regional payment providers that serve the large greater China region. In some cases, marketplaces provide their own payment capabilities to support payments to sellers. Additionally, we compete with global payroll and human resources companies through our workforce management and employer of record products.
As of December 31, 2024, our workforce consisted of approximately 2,407 people (including full-time, part-time and temporary employees and full-time consultants) in 44 locations across 37 countries, of which approximately 55% are located in Israel. In addition, we also engage contractors to support our operations.
As of December 31, 2025, we employed approximately 2,540 individuals (including full-time, part-time, temporary employees and full-time consultants) across 43 locations in 36 countries; approximately 51% of our workforce is based in Israel. We also engage contractors to support specific business needs.
To effectively serve this global customer base, we have regional sales and customer support hubs, including in the U.S., Israel, Hong Kong, Philippines, Korea, Romania, Guatemala, Poland, India, and China. These teams provide around the clock customer care in a wide range of languages across multiple channels, including mobile, online chat, email, phone and via social media.
To effectively serve this global customer base, we have regional sales hubs including in the U.S., Israel, Hong Kong, China, Singapore and India, and customer support hubs, including outsourced service centers, in China, India, Israel, the Philippines, Korea, Poland, Romania and Guatemala.
The transaction is expected to close in the first half of 2025, subject to customary closing conditions and termination provisions provided for in the agreement. 9 Table of Contents We are also subject to laws and regulations that apply to businesses in general, such as those relating to employment, consumer protection, data protection and privacy, worker confidentiality obligations and taxation.
We are also subject to laws and regulations that apply to businesses in general, such as those relating to employment, consumer protection, data protection and privacy, worker confidentiality obligations and taxation, as well as to the numerous laws and regulations which govern the workforce management services we provide.
Failure to comply with applicable data protection laws and regulations could subject us to fines and reputational harm and could materially adversely affect our results of operations.” Human Capital We are a company for entrepreneurs built by entrepreneurs.
Failure to comply with applicable data protection laws and regulations could subject us to significant fines and reputational harm and could materially adversely affect our results of operations.” Human Capital Payoneer’s ability to execute its strategy—connecting underserved businesses to the global economy—depends on the strength, engagement, and productivity of our people.
The legal and regulatory requirements applicable to us are extensive, complex, frequently changing, and increasing in number, and may impose overlapping and/or conflicting requirements or obligations.
The legal and regulatory requirements applicable to us are extensive, complex, frequently changing, and increasing in number, and may impose overlapping and/or conflicting requirements or obligations. For example, in 2025, we obtained a payment business license in China through the acquisition of PayEco Finance Information Holding Corporation, parent company of Easylink Payment Co. Ltd.
With a multi-currency Payoneer Account, businesses around the world can serve and transact with their global customers, suppliers, vendors, and partners as if they were local. The Payoneer financial stack is comprised of a secure, regulated payment infrastructure platform that provides customers with a one-stop, global, multi-currency account to serve their comprehensive AR and AP needs.
The Payoneer financial stack is comprised of a secure, regulated payment infrastructure platform that provides customers with a one-stop, global, multi-currency account to serve their comprehensive cross-border accounts receivable (“AR”) and accounts payable (“AP”) needs, including multicurrency account capabilities and services such as funds management, expense management, workforce management, and working capital.
Payoneer Australia Pty Limited is licensed by the Australian Securities and Investment Commission to deal in non-cash payment products. We also have a regulatory authorization in India, where we act as an Online Payment Gateway Service Provider, approved by the Reserve Bank of India.
Payoneer Australia Pty Ltd is licensed by the Australian Securities and Investment Commission to deal in non-cash payment products.
We leverage our global partnerships and enterprise relationships, deep local knowledge and sales presence, product- and customer-driven network effects, and organic traffic to our website.
We leverage our global partnerships and enterprise relationships, deep local knowledge and sales presence, product- and customer-driven network effects, and organic traffic to our onboarding channels. Payoneer has delivered strong growth: in the year ended December 31, 2025, our volume and revenue grew by 9% and 8%, respectively, compared to the year ended December 31, 2024.
Payoneer also has a large network of customer success managers globally, providing support in a wide range of languages and promoting and supporting customer retention and growth. They enable the Company to build strong, localized relationships with customers and prospects through hosted events, industry gatherings, channel and affiliate partnerships, and direct targeting.
They enable the Company to build strong, localized relationships with customers and prospects through hosted events, industry gatherings, channel and affiliate partnerships, and direct targeting. Data Creates Competitive Differentiators and Delivers Value to Customers Every payment a business accepts or makes also creates an opportunity for us to develop a deeper understanding of their business.
Our financial stack provides a suite of cross-border accounts receivable (AR) and accounts payable (AP) capabilities, including multicurrency account capabilities and services such as funds management and working capital. Payoneer’s core value proposition is that we remove the complexity and barriers of doing business across borders for our customers.
Payoneer’s core value proposition is that we remove the complexity and barriers of doing business across borders for our customers. With a multi-currency Payoneer Account, businesses around the world can serve and transact with their global customers, suppliers, vendors, and partners as if they were local.
Payoneer has delivered strong growth: in the year ended December 31, 2024, our volume (defined as the total dollar value of transactions successfully completed or enabled by our platform, not including orchestration transactions – see Key Metrics and Non-GAAP Financial Measures with the Management’s Discussion and Analysis section included elsewhere within this Annual Report on Form 10-K for details) and revenue grew by 21% and 18%, respectively, compared to the year ended December 31, 2023.
Volume was $87.5 billion and $80.1 billion and revenue was $1,052.8 million and $977.7 million for the years ended December 31, 2025 and 2024, respectively. See “Key Metrics and Non-GAAP Financial Measures” under the Management’s Discussion and Analysis section within this Annual Report on Form 10-K for our definition of volume and other information.
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Volume was $80.1 billion and $66.0 billion and revenue was $977.7 million and $831.1 million for the years ended December 31, 2024 and 2023, respectively.
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These teams provide around the clock customer care in a wide range of languages across multiple channels, including mobile, online chat, email, phone and via social media. Payoneer also has a large network of customer success managers and customer support staff globally, providing support in a wide range of languages and promoting and supporting customer retention and growth.
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Data Creates Competitive Advantages and Delivers Value to Customers Payoneer has built machine-learning models leveraging the data that we collect in the ordinary course of our operations and services. These models enable us to make informed predictions to better serve our customers’ needs.
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We also have a regulatory authorization in India, where we act as an Online Payment Gateway Service Provider (“OPGSP”), as approved by the Reserve Bank of India (“RBI”) while Payoneer India Private Limited (“Payoneer India”) received in-principle authorization from the RBI as Payment Aggregator-Cross Border (“PA-CB”), with final authorization pending RBI approval, which is subject to completion of certain customary conditions.
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Payoneer is a market leader and enables SMBs from around the world to access the aggregated consumer demand on these marketplaces and get paid as if they were local to the end consumers they are selling to. ​ B2B SMBs Payoneer also serves SMBs looking to pay, and get paid directly by, other businesses ("B2B SMBs").
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Our customers find significant value in the ability to hold and transact in multiple currencies, and to choose how and when they use these funds for their accounts payable needs across the various markets in which they operate.
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This extension of our financial stack enables us to serve more of our customers’ needs and creates an opportunity for Payoneer to access a market opportunity which, based on third-party research conducted in 2022, is approximately $150 billion in volume.
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In 2025 we announced a new partnership with Stripe to enhance and scale our Checkout offering. 7 Table of Contents Working Capital Solutions Payoneer provides certain SMBs with access to working capital and lines of credit with amounts advanced typically ranging from $500 to $10 million, either directly or through third party lenders.
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Our customers find significant value in the ability to hold and transact in multiple currencies, particularly if they are doing business in or with countries or regions that face significant macro uncertainty, banking instability and/or currency fluctuations.
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We are focused on growing the number of customers who fit our target economic and risk profile. In recent years we have increasingly moved upmarket to target larger customers with more complex cross-border financial operations needs, and we aim to increase the number of these types of customers through both continued customer acquisition efforts and improved retention and growth.
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Over 500,000 of these active customers fit the Company’s ideal customer profile, defined as customers that process on average over $500 a month in volume through the Payoneer platform. We are focused on growing the number of customers who fit our ideal customer profile, particularly those who process at least $10,000 a month in volume through our platform.
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As part of our platform strategy we are investing in AI capabilities both to improve customer experience, and to increase the efficiency of our operations. We are also investing in stablecoin capabilities to further increase the range of products and capabilities we offer to our customers.
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We aim to do this through continued customer acquisition efforts and improved retention. Payoneer’s strategy to grow our base of active customers who fit our ideal customer profile involves leveraging our efficient go-to-market engine to acquire and engage with more SMBs.
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This offers us the opportunity to acquire companies with synergistic product and service offerings.
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For example, Payoneer serves customers that are located in China by providing the offshore/non-resident part of the service under the regulatory framework of Payoneer Inc., while the local settlement leg in China is supported by Payoneer partners that are entities regulated by the People’s Bank of China (“PBOC”) and the State Administration of Foreign Exchange.
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(now Payoneer Payments (Guangdong) Co., Ltd), a local licensed entity, in anticipation of the evolving regulatory landscape in China.
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These local partners include local banks and payment service providers. The PBOC may require foreign companies providing certain services to have a local license at a time to be determined by the PBOC. Accordingly, we have been working to obtain a local license through the acquisition of a local licensed entity.
Added
We continually evaluate workforce composition, location, and skills to align with business priorities, operating efficiency, and regulatory requirements. ​ Our culture is defined by clear principles that guide how we work and serve customers: act as our customer’s partner on the inside; do it, own it; continuously improve; and build each other up.
Removed
As described elsewhere in this Annual Report on Form 10-K, in August 2023 Payoneer (Guangzhou) Commerce Services Co., Ltd., a wholly owned subsidiary of the Company, entered into an agreement to purchase a locally licensed non-bank payments institution. In February 2025, we received the regulatory approvals in China required to complete this acquisition.
Added
These principles are embedded in leadership expectations, people processes, and day-to-day decision making, supporting accountability, collaboration and professional growth. 11 Table of Contents We operate in competitive talent markets and in multiple jurisdictions with evolving regulatory requirements. We manage human capital as a strategic asset focused on four objectives: talent density, organizational excellence, labor productivity, and frictionless employee experiences.
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Data Protection & Privacy Regulations We collect, process, store, share, disclose, transfer, retain and/or use personal information and other data in connection with conducting our business, including for purposes of marketing our services and products via phone, email and text messages and pursuant to applicable requirements we are subject to, to verify the identity of our customers.
Added
We invest in professional growth through role-based learning, manager enablement and leadership development. Our Top Talent program is a cohort-based, year-long initiative for rising leaders that combines executive coaching, in-person learning, and exposure to senior leadership. We design compensation programs to be market-aligned and performance-based, balancing base pay, bonus, and equity to recognize impact and support retention.
Removed
The people who work at Payoneer define Payoneer and help us to deliver on our mission – to connect the world’s underserved businesses to a rising, global economy.
Added
Benefits emphasize health, safety, and well-being, including access to a global employee assistance program, mental health resources, and locally appropriate healthcare and wellness programs. We regularly assess employee experience and simplify core processes (e.g., onboarding, transitions, and self-service support) to reduce friction for employees and managers.
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Our team draws from a broad spectrum of backgrounds and experiences across technology, financial services and other areas. Our Global Team and Culture We believe the employees and culture of Payoneer are critical to our success and our ability to grow our business, support our customers and partners, and deliver shareholder value.
Added
We use surveys and feedback channels to measure engagement, alignment, leadership effectiveness, and decision quality. Insights inform action plans at the enterprise and department level To evaluate human capital outcomes and inform personnel decisions, we track measures such as voluntary attrition, high-performer retention, quality of hiring, internal mobility, revenue per headcount, labor cost efficiency, and workforce distribution across locations.
Removed
We celebrate diversity and the cultures of the world represented by our customers and employees. Our goal is to create an environment in which each employee feels comfortable being exactly who they are, where they are connected to something bigger than themselves and are given the support and opportunity to be the best they can be.
Removed
We foster an environment that is defined by tolerance and caring for our fellow employees and our customers. Employee Wellness and Development Our employees are our most valuable strength at Payoneer, so we invest heavily in attracting and retaining our talented employees.
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We are highly focused on the health, safety and wellbeing of our employees, providing them with access to a wide-reaching support network that prioritizes both physical and mental health and wellness. For example, we offer counseling and support through a Global Employee Assistance Program, participation in wellness and gym benefits, and a broad range of health care and other benefits.
Removed
We also offer a Top Talent program, which is a cohort-based leadership development program for director-level employees. Over the course of one year, high-potential leaders gain executive skills and a deep understanding of Payoneer's products, services, customers, and strategy.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFailure to comply could subject us to significant fines and other material adverse consequences. ● Failure to comply with anti-money laundering, anti-bribery, economic and trade sanctions regulations and similar laws, could subject us to penalties and other material adverse consequences. ● As a significant portion of our revenue is generated from China, any negative impact to our ability to serve customers based in China could materially adversely affect our results and exacerbate the other risks set forth herein. ​ The summary risk factors described above should be read together with the text of the full risk factors below and in the other information set forth in this Annual Report, including our consolidated financial statements and the related notes, as well as in other documents that we file with the SEC. ​ Risks Related to Our Business and Industry Our success depends on our ability to develop products and services to address or adapt to the rapidly evolving markets that we serve, and if we are not able to implement successful enhancements and new features for our platform, products and services, we could lose customers or have trouble attracting new customers, and our ability to grow may be limited.
Biggest changeUse of our payment services for illegal purposes could materially harm our business. ● Cyberattacks and security vulnerabilities, unauthorized disclosure and destruction or modification of data through cybersecurity breaches, computer viruses or otherwise, or disruption of our services, can result in material harm to our reputation, business, financial condition and results of operations. ● We rely on third parties to provide services and could be materially adversely impacted if they fail to fulfill their obligations or if our arrangements with them are terminated and suitable replacements cannot be found on commercially reasonable terms or at all. ● Our business depends on our strong and trusted brand, and failure to maintain and protect our brand, or any damage to our reputation, or the reputation of our partners, could have a material adverse effect on our business, financial condition or results of operations. 13 Table of Contents ● Our systems and our third-party providers’ systems may be subject to system failures or capacity constraints, and resulting interruptions in the availability of our platform, products, or services, including the accessibility of our solutions through mobile devices, could materially harm our business. ● Our business is subject to extensive regulation and oversight in a variety of areas, all of which are subject to change and uncertain interpretation. ● Failure to comply with anti-money laundering, anti-bribery, economic and trade sanctions regulations and similar laws, could subject us to significant penalties and other material adverse consequences. ● As a significant portion of our revenue is generated from China, any material negative impact to our ability to serve customers based in China could materially adversely affect our results and exacerbate the other risks set forth herein. ​ The summary risk factors described above should be read together with the text of the full risk factors below and in the other information set forth in this Annual Report, including our consolidated financial statements and the related notes, as well as in other documents that we file with the SEC. ​ Risks Related to Our Business and Industry Our success depends on our ability to develop products and services to address or adapt to the rapidly evolving markets that we serve, and if we are not able to implement successful enhancements and new features for our platform, products and services, we could lose customers or have trouble attracting new customers, and our ability to grow may be limited.
Summary of the Material Risks Associated with Our Business These risks include, but are not limited to, the following: ● Our success depends on our ability to develop products and services to address or adapt to the rapidly evolving markets that we serve, and if we are not able to implement successful enhancements and new features for our platform, products and services, we could lose customers or have trouble attracting new customers, and our ability to grow may be limited. ● If our counterparty financial institutions, banking partners or payment processors seek to terminate or adversely change our relationship due to regulatory, policy, commercial, our failure to comply with the applicable requirements of our counterparty, or any other reason, it may materially adversely affect our business. ● Declines in e-commerce utilization generally, and any factors that reduce cross-border trade or cross-border digital commerce, make such trade or commerce more difficult or diminish e-commerce sales and/or limit activity of e-commerce marketplaces, could have a material adverse effect on our business, financial condition and results of operations. ● Our failure to appropriately manage our customer funds, and our ability to retain and grow customer funds balances, could materially harm our business or our results of operations. ● We are subject to risks associated with changes in interest rates, including their impact on interest income revenue and the market value of our time deposits and U.S.
Summary of the Material Risks Associated with Our Business These risks include, but are not limited to, the following: ● Our success depends on our ability to develop products and services to address or adapt to the rapidly evolving markets that we serve, and if we are not able to implement successful enhancements and new features for our platform, products and services, we could lose customers or have trouble attracting new customers, and our ability to grow may be limited. ● If our counterparty financial institutions, banking partners or payment processors seek to terminate or adversely change our relationship due to regulatory, policy, commercial, our failure to comply with the applicable requirements of our counterparty, or any other reason, it may materially adversely affect our business. ● Declines in e-commerce utilization generally, and any factors that reduce cross-border trade or cross-border digital commerce, make such trade or commerce more difficult or diminish e-commerce sales and/or limit activity of e-commerce marketplaces, could have a material adverse effect on our business, financial condition and results of operations. ● Our failure to appropriately manage our customer funds or to retain and grow customer funds balances could materially harm our business or our results of operations. ● We are subject to risks associated with changes in interest rates, including their impact on interest income revenue and the market value of our time deposits and U.S.
If we fail to make such changes, the networks could pass on fines and assessments in respect of fraud or chargebacks related to our customers or disqualify us from processing transactions if satisfactory controls are not maintained, which could have a material adverse effect on our business, financial condition and results of operations.
If we fail to make such changes, the networks could pass on material fines and assessments in respect of fraud or chargebacks related to our customers or disqualify us from processing transactions if satisfactory controls are not maintained, which could have a material adverse effect on our business, financial condition and results of operations.
Provisions within our amended and restated certificate of incorporation (our “certificate of incorporation”) and amended and restated bylaws (or “bylaws”) may delay or prevent a merger or acquisition that a stockholder may consider favorable by permitting our Board of Directors to issue one or more series of preferred stock, requiring advance notice for stockholder proposals and nominations and placing limitations on convening stockholder meetings.
Provisions within our restated certificate of incorporation (our “certificate of incorporation”) and amended and restated bylaws (or “bylaws”) may delay or prevent a merger or acquisition that a stockholder may consider favorable by permitting our Board of Directors to issue one or more series of preferred stock, requiring advance notice for stockholder proposals and nominations and placing limitations on convening stockholder meetings.
Any failure or perceived failure to comply with existing or new laws and regulations (including changes to or expansion of the interpretation of those laws and regulations), including those discussed in this risk factor, may subject us to significant fines, penalties, criminal and civil lawsuits, forfeiture of significant assets, and other enforcement actions in one or more jurisdictions; result in additional compliance and licensure requirements; increase regulatory scrutiny of our business; restrict our operations; result in the loss of banking relationships; force us to change our business practices, make product or operational changes or delay planned product launches or improvements.
Any failure or perceived failure to comply with existing or new laws and regulations (including changes to or expansion of the interpretation of those laws and regulations), including those discussed in this risk factor, may subject us to material fines, penalties, criminal and civil lawsuits, forfeiture of significant assets, and other enforcement actions in one or more jurisdictions; result in additional compliance and licensure requirements; increase regulatory scrutiny of our business; restrict our operations; result in the loss of banking relationships; force us to change our business practices, make product or operational changes or delay planned product launches or improvements.
We could also be subject to liability for claims relating to misuse of PII, such as unauthorized marketing purposes and violation of consumer protection or data privacy laws. In addition, federal, state and foreign rules and regulations may require us to notify authorities as well as individuals of data security incidents involving certain types of PII or information technology systems.
We could also be subject to liability for claims relating to misuse of PII, such as unauthorized marketing purposes and violation of consumer protection or data privacy laws. In addition, federal, state and foreign rules and regulations require us to notify authorities as well as individuals of data security incidents involving certain types of PII or information technology systems.
The above could materially adversely affect our operations and profitability due to, among other consequences: loss of revenues; loss of customer data, including PII; fines imposed by payment networks; harm to our business or reputation resulting from negative publicity; exposure to fraud losses or other liabilities; additional operating and development costs; or diversion of management, technical and other resources.
The above could materially adversely affect our operations and profitability due to, among other consequences: loss of revenues; loss of customer data, including PII; material fines imposed by payment networks; harm to our business or reputation resulting from negative publicity; exposure to fraud losses or other liabilities; additional operating and development costs; or diversion of management, technical and other resources.
Non-compliance with data protection and privacy requirements may result in regulatory fines (which for certain breaches of the GDPR are up to the greater of 20 million Euros or 4% of total global annual turnover), regulatory investigations, reputational damage, orders to cease/change our processing of our data, enforcement notices, and/or assessment notices (for a compulsory audit).
Non-compliance with data protection and privacy requirements may result in significant regulatory fines (which for certain breaches of the GDPR are up to the greater of 20 million Euros or 4% of total global annual turnover), regulatory investigations, reputational damage, orders to cease/change our processing of our data, enforcement notices, and/or assessment notices (for a compulsory audit).
It is possible that competitive pressures will result in us absorbing a portion of such increases in the future, or result in us not being able to increase our own fees, which would increase our operating costs, reduce our profit margin, limit our growth, and may materially adversely affect our business, results of operations and financial condition.
It is possible that competitive pressures will result in us absorbing a portion of such additional increases in the future, or result in us not being able to increase our own fees, which would increase our operating costs, reduce our profit margin, limit our growth, and may materially adversely affect our business, results of operations and financial condition.
We could be required to collect additional sales, use, value added, digital services, equalization levy or other similar taxes, either direct or indirect, or be subject to other liabilities that may increase the costs our customers would have to pay for our products and services and materially adversely affect our results of operations.
We could be required to collect and or remit additional sales, use, value added, digital services, equalization levy or other similar taxes, either direct or indirect, or be subject to other liabilities that may increase the costs our customers would have to pay for our products and services and materially adversely affect our results of operations.
We take a variety of technical and organizational security measures and other measures to protect the data we process, including data pertaining to our customers, employees and business partners. Despite measures we put in place, we may be unable to anticipate or prevent unauthorized access to such data, as described elsewhere in this Risk Factors section.
We take a variety of technical and organizational security measures and other measures designed to protect the data we process, including data pertaining to our customers, employees and business partners. Despite measures we put in place, we may be unable to anticipate or prevent unauthorized access to such data, as described elsewhere in this Risk Factors section.
Any of the foregoing may result in additional costs and regulatory scrutiny, which may have a material adverse effect on our business. Failure to comply with anti-money laundering, anti-bribery, economic and trade sanctions regulations and similar laws, could subject us to penalties and other material adverse consequences.
Any of the foregoing may result in additional costs and regulatory scrutiny, which may have a material adverse effect on our business. Failure to comply with anti-money laundering, anti-bribery, economic and trade sanctions regulations and similar laws, could subject us to significant penalties and other material adverse consequences.
Even if we can obtain such licenses, there are substantial costs and potential product changes involved in maintaining such licenses, and we could be subject to fines or other enforcement action if we are found to violate disclosure, reporting, anti-money laundering, capitalization, corporate governance or other requirements.
Even if we can obtain such licenses, there are substantial costs and potential product changes involved in maintaining such licenses, and we could be subject to material fines or other enforcement action if we are found to violate disclosure, reporting, anti-money laundering, capitalization, corporate governance or other requirements.
This geographic concentration in our business creates exposure to local economic and political conditions and regulatory changes. We are vulnerable to economic downturns or changing political landscapes in China, the Hong Kong Special Administrative Region and Taiwan, and the effects of potential trade wars involving such region.
This geographic concentration in our business creates exposure to local economic and political conditions and regulatory changes. We are vulnerable to economic downturns or changing political landscapes in China, the Hong Kong Special Administrative Region and Taiwan, and the effects of potential trade wars involving the region.
These and other factors may cause the market price and demand for our common stock to fluctuate materially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock, or your ability to resell your shares at or above the purchase price.
These and other factors may cause the market price and demand for our common stock to fluctuate materially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock, or their ability to resell their shares at or above the purchase price.
The legal and regulatory requirements applicable to us are extensive, complex, frequently changing, and increasing in number, and may impose overlapping and/or conflicting requirements or obligations in a variety of jurisdictions. Failure to comply could subject us to significant fines and other material adverse consequences.
The legal and regulatory requirements applicable to us are extensive, complex, frequently changing, and increasing in number, and may impose overlapping and/or conflicting requirements or obligations in a variety of jurisdictions. Failure to comply could subject us to material fines and other material adverse consequences.
If we are required to be responsible for payment of such additional taxes and are unable to pass such taxes or expenses through or collect them from our customers, our costs would increase, and our net income (loss) may be materially reduced.
If we are required to be responsible for payment of such additional taxes and are unable to pass such taxes or expenses through or collect them from our customers, our costs would increase, and our net income may be materially reduced.
If any tax authority were to be successful in challenging our transfer pricing policies, we may be liable for additional corporate income tax, withholding tax, indirect tax and penalties and interest related thereto, which may have a material impact on our results of operations and financial condition. 26 Table of Contents We are subject to regular review and audit by the relevant tax authorities in the jurisdictions in which we operate and as a result, the authorities in these jurisdictions could review, and in some cases are reviewing, our tax returns and may impose additional significant taxes, interest and penalties, challenge the transfer pricing policies adopted by us, claim that our operations constitute a taxable presence in different jurisdictions and/or that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries, any of which could materially affect our income tax provision, net income, or cash flows in the period or periods for which such determination is made.
If any tax authority were to be successful in challenging our transfer pricing policies, we may be liable for additional corporate income tax, withholding tax, indirect tax and penalties and interest related thereto, which may have a material impact on our results of operations and financial condition. ​ 28 Table of Contents We are subject to regular review and audit by the relevant tax authorities in the jurisdictions in which we operate and as a result, the authorities in these jurisdictions could audit or review, and in some cases are auditing or reviewing, our tax returns and may impose additional significant taxes, interest and penalties, challenge the transfer pricing policies adopted by us, claim that our operations constitute a taxable presence in different jurisdictions and/or that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries, any of which could materially affect our income tax provision, net income, or cash flows in the period or periods for which such determination is made.
As such, we are subject to card association and network rules that could subject us to a variety of fines or penalties that may be levied by the card associations or networks for certain acts or omissions by us.
As such, we are subject to card association and network rules that could subject us to a variety of material fines or penalties that may be levied by the card associations or networks for certain acts or omissions by us.
Some of this information is also collected, processed, stored, used, shared and transmitted by our software and financial institution partners, third-party service providers to whom we outsource certain functions and other vendors.
Some of this information is collected, processed, stored, used, shared and transmitted by our software and financial institution partners, third-party service providers to whom we outsource certain functions and other vendors.
We have been and expect to continue to be required to apply for various licenses, certifications and regulatory approvals in countries other than ones in which we have already obtained a license.
We have been and expect to continue to be required to apply for various licenses, certifications and regulatory approvals in countries other than the ones in which we have already obtained a license.
Any failure to maintain the necessary controls or to appropriately manage our customer funds in compliance with applicable regulatory requirements could result in reputational harm, lead customers to discontinue or reduce their use of our products, to withdraw funds held with us and could result in significant penalties and fines and additional restrictions, each of which could materially harm our business and could materially adversely affect our results of operations.
Any failure to maintain the necessary controls or to appropriately manage our customer funds in compliance with applicable regulatory requirements could result in reputational harm, lead customers to discontinue or reduce their use of our products, to withdraw funds held with us and could result in material penalties and fines and additional restrictions, each of which could materially harm our business and could materially adversely affect our results of operations.
Failure to comply with applicable data protection laws and regulations could subject us to fines and reputational harm and could materially adversely affect our results of operations.
Failure to comply with applicable data protection laws and regulations could subject us to significant fines and reputational harm and could materially adversely affect our results of operations.
The complexity of existing U.S. federal and state and foreign regulatory and enforcement regimes, coupled with the global scope of our operations and the evolving U.S. and international regulatory environment, has in the past and may in the future result in a single event giving rise to a large number of overlapping investigations and legal and regulatory proceedings and enforcement actions by multiple government authorities in different jurisdictions.
The complexity of existing U.S. federal and state and foreign regulatory and enforcement regimes, coupled with the global scope of our operations and the evolving U.S. and international regulatory environment, has in the past and may in the future result in a single event giving rise to multiple overlapping investigations and legal and regulatory proceedings and enforcement actions by multiple government authorities in different jurisdictions.
Item 1A. Risk Factors. Our business is subject to numerous risks and uncertainties that you should be aware of in evaluating our business. If any such risks and uncertainties actually occur, our business, prospects, financial condition and results of operations could be materially adversely affected. The risks described below are not the only risks that we face.
Item 1A. Risk Factors. Our business is subject to numerous risks and uncertainties that you should be aware of in evaluating our business. If any such risks and uncertainties actually occur, our business, prospects, financial condition, results of operations and stock price could be materially adversely affected. The risks described below are not the only risks that we face.
If we are unable to obtain adequate financing or financing on 27 Table of Contents terms satisfactory to us when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited. We and our subsidiaries have in the past, and may in the future, incur substantial indebtedness.
If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited. 29 Table of Contents We and our subsidiaries have in the past, and may in the future, incur substantial indebtedness.
In addition, denial of service attacks, phishing scams, social engineering, ransomware theft, cyber-attacks created through or due to use of artificial intelligence or other attacks could be launched against us or our customers for a variety of purposes, including to interfere with our services or create a diversion for other malicious activities.
In addition, denial of service attacks, phishing scams, social engineering, ransomware theft, and cyber-attacks, including those created through or due to use of artificial intelligence or other attacks could be launched against us or our customers for a variety of purposes, including to interfere with our services or create a diversion for other malicious activities.
Given the above, and since we hold the funds underlying our customer balances with multiple banks globally, we are also subject to the risks described elsewhere in this Risk Factor section that relate to the reliance on services provided by third parties and the dependency on banks and other financial institutions.
Given the above, and since we hold the funds underlying our customer balances with multiple banks globally, we are also subject to the risks described elsewhere in this Risk Factor section that relate to the reliance on services provided by third parties and our dependence on banks and other financial institutions.
Failure to protect, enforce and defend our intellectual property rights, which may diminish our competitive advantages or interfere with our ability to market and promote our products and services, and claims that we infringe, misappropriate or otherwise violate third parties’ intellectual property rights, could have a material adverse effect on our business.
Failure to protect, enforce and defend our intellectual property rights, which may diminish our competitive differentiators or interfere with our ability to market and promote our products and services, and claims that we infringe, misappropriate or otherwise violate third parties’ intellectual property rights, could have a material adverse effect on our business.
For more information, please see Note 2 – Significant Accounting Policies, “Concentration of Risks”, to our consolidated financial statements included in Item 8 – Financial Statements and Supplementary Data of this report. Our relationships with marketplaces and enterprises serve as an important component of our customer acquisition infrastructure.
For more information, please see Note 2z – Significant Accounting Policies, “Concentration of Risks”, to our consolidated financial statements included in Item 8 – Financial Statements and Supplementary Data of this report. Our relationships with marketplaces and enterprises serve as an important component of our customer acquisition infrastructure.
In addition, cryptocurrencies like Bitcoin and Ethereum; blockchain based payment systems like Ripple; and central bank digital currencies, all have the potential to be used to support cross-border payments and could offer alternatives to businesses and other users and become more significant competition in the future.
In addition, cryptocurrencies like Bitcoin and Ethereum; blockchain based payment systems like Ripple; central bank digital currencies; and stablecoin solutions, all have the potential to be used to support cross-border payments and could offer alternatives to businesses and other users and become more significant competition in the future.
We are dependent on our relationships with a number of third-party financial institutions, banking partners and payment processors to support our operations, with services such as collection, payment, processing and clearing, and settlement for the transactions we service, as well as holding and disbursement of customer funds.
We are dependent on our relationships with a number of third-party financial institutions, banking partners and payment processors to support our operations, with services such as collection, payment, processing and clearing, and settlement for the transactions we process, as well as holding and disbursement of customer funds.
Payoneer Europe is subject to significant fines or other enforcement action if it violates the disclosure, reporting, anti-money-laundering, capitalization, funds management, corporate governance, privacy, data protection, information security, taxation, sanctions, or other requirements imposed on Irish e-money institutions.
Payoneer Europe is subject to material fines or other enforcement action if it violates the disclosure, reporting, anti-money-laundering, capitalization, funds management, corporate governance, privacy, data protection, information security, taxation, sanctions, or other requirements imposed on Irish e-money institutions.
Furthermore, our financial results could be materially adversely affected if our costs associated with such relationships materially change or if any penalty or claim for damages which may be material is imposed as a result of our breach of the agreement with them or their other requirements.
Furthermore, our financial results could be materially adversely affected if our costs associated with such relationships materially change or if any material penalty or claim for damages is imposed as a result of our breach of the agreement with them or their other requirements.
Our payment services are susceptible to potentially illegal or improper uses, including money laundering, terrorist financing, illegal online gambling, fraudulent sales of goods or services, illegal sales of marijuana and related business products, pharmaceuticals, cigarettes, weapons, obscene or pornographic materials, or the facilitation of other illegal activity.
Our payment services are susceptible to potentially illegal or improper uses, including money laundering, terrorist financing, illegal online gambling, fraudulent or illegal sales of goods or services, illegal sales of drugs and related business products, pharmaceuticals, cigarettes, weapons, obscene or pornographic materials, or the facilitation of other illegal activity.
In addition, as noted elsewhere in our Risk Factors, our success depends on our ability to develop products and services to address or adapt to the rapidly evolving markets that we serve, including our ability to implement successful enhancements and new features for our platform, products and services.
In addition, as noted elsewhere in this Risk Factors section, our success depends on our ability to develop products and services to address or adapt to the rapidly evolving markets that we serve, including our ability to implement successful enhancements and new features for our platform, products and services.
If we are not able to differentiate our products and services from those of our competitors, price our products competitively, provide added value to our customers, or effectively and efficiently align our resources with our goals and objectives, we may not be able to compete effectively in the market.
If we are not able to differentiate our products and services from those of our competitors, price our products competitively, provide added value to our customers, develop innovative products, or effectively and efficiently align our resources with our goals and objectives, we may not be able to compete effectively in the market.
Alternatively, if a court were to find the choice of forum provision contained in the certificate of incorporation and bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially harm our business, operating results and financial condition. Item 1B. Unresolved Staff Comments.
Alternatively, if a court were to find the choice of forum provision contained in the certificate of incorporation and bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially harm our business, results of operations and financial condition. Item 1B. Unresolved Staff Comments. None.
We are subject to risks related to changes in currency rates as a result of our international operations and multi-currency customer transactions and from revenues generated in currencies other than the United States dollar.
We are subject to risks related to changes in currency rates as a result of our international operations and multi-currency customer transactions and from revenues generated and costs incurred in currencies other than the United States dollar.
Any transactions we process in violation of OFAC sanctions regulations could result in claims or actions against us including litigation, injunctions, damage awards, fines or penalties, or require us to change our business practices that could result in a material loss, require significant 30 Table of Contents management time, result in the loss of banking relationships, result in the diversion of significant operational resources or otherwise materially harm our business.
Any transactions we process in violation of OFAC sanctions regulations could result in claims or actions against us including litigation, injunctions, damage awards, material fines or penalties, or require us to change our business practices that could result in a material loss, require significant management time, result in the loss of banking relationships, result in the diversion of significant operational resources or otherwise materially harm our business.
The extent of such impact will depend on a variety of highly uncertain factors any of which could lead to a decrease in e-commerce utilization or cross-border trade or cross-border digital commerce, including general macroeconomic trends and global economic conditions, such as inflation and recessionary conditions impacting business and consumer spending, changes in government regulation, users’ access to the internet, user preference, consumer behavior, actual or perceived online security concerns or the effects of widespread health epidemics.
The extent of such impact will depend on a variety of highly uncertain factors any of which could lead to a decrease in e-commerce utilization or cross-border trade or cross-border digital commerce, including general macroeconomic trends and global economic conditions, such as inflation and recessionary conditions impacting business and consumer spending, supply chain disruptions, changes in government regulation, trade policies, users’ access to the internet, user preference, consumer behavior, actual or perceived online security concerns or the effects of widespread health epidemics.
Many of the jurisdictions in which we conduct business have detailed transfer pricing rules, which require contemporaneous documentation establishing that all transactions with non-resident related parties be priced using arm’s length pricing principles. Tax authorities in these jurisdictions could challenge our related party transfer pricing policies and, consequently, the tax treatment of corresponding expenses and income.
Many of the jurisdictions in which we have operations have detailed transfer pricing rules, which require contemporaneous documentation establishing that all transactions with non-resident related parties be priced using arm’s length pricing principles. Tax authorities in these jurisdictions could challenge our related party transfer pricing policies and, consequently, the tax treatment of corresponding expenses and income.
If a marketplace were to prevent our customers from using our services to receive payments from such marketplace, or if we are unable to renew certain marketplace and enterprise customer contracts or to adjust certain contract components at favorable terms or we lose a significant enterprise or marketplace customer our results of operations and financial condition may be materially adversely affected.
If a marketplace or enterprise customer were to prevent our customers from using our services to receive payments from such marketplace or enterprise customer, or if we are unable to renew certain marketplace and enterprise customer contracts or are required to adjust certain contract components at unfavorable terms or we lose a significant enterprise or marketplace customer, our results of operations and financial condition may be materially adversely affected.
In addition, the card networks could refuse to allow us to process through their networks. Any of the foregoing could materially adversely impact our business, financial condition or results of operations. Changes to these network rules or how they are interpreted could have a material impact on our business and financial results.
In addition, the card networks could refuse to allow us to process through their networks. Any of the foregoing could materially adversely impact our business, financial condition or results of operations. ​ 18 Table of Contents Changes to these network rules or how they are interpreted could have a material impact on our business and financial results.
In China, for example, we face a highly competitive market with a combination of global digital payment platforms such as WorldFirst and Airwallex and local payment providers including PingPong and LianLian.
In China, for example, we face a highly competitive market with a combination of global digital payment platforms such as WorldFirst and Airwallex and regional payment providers including PingPong and LianLian.
Competition could result in a loss of existing customers, and greater difficulty attracting new customers. Furthermore, if competition causes us to reduce the fees we charge in order to attract or retain customers, there is no assurance we can successfully control our costs in order to maintain our profit margins.
Competition could result in a loss of existing customers, and greater difficulty attracting new customers. Furthermore, if competition causes us to reduce the fees we charge in order to attract or retain customers, there is no assurance we can sufficiently reduce our costs in order to maintain our profit margins.
If we are unable to maintain appropriate disclosure controls or internal controls and procedures over financial reporting, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and materially adversely affect our operating results.
If we are unable to maintain appropriate disclosure controls or internal controls and procedures over financial reporting, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and materially adversely affect our results of operations.
As we expand and localize our international activities, we are increasingly becoming obligated to comply with the laws of the countries or markets in which we operate.
As we expand our product offerings and localize our international activities, we are increasingly becoming obligated to comply with the laws of the countries or markets in which we operate.
While, to date, we have not identified a material impact on our results and operations, we acknowledge that physical events, such as extreme weather and natural disasters, could disrupt our operations or those of our customers, partners, or third parties on which we rely, and may result in market volatility, shift in customer purchasing behaviors and travel patterns, and materially adversely impact our business.
While, to date, we have not identified a material impact on our results and operations, physical events, such as extreme weather and natural disasters, could disrupt our operations or those of our customers, partners, or third parties on which we rely, and may result in market volatility, shift in customer purchasing behaviors and travel patterns, and materially adversely impact our business in the future.
Failure to effectively manage risk and prevent fraud, or otherwise effectively administer our chargeback responsibilities, would increase our chargeback liability and exposure to fines or other liabilities and could result in the loss of banking relationships or other operational relationships or expose us to the other risks associated with 19 Table of Contents failure or perceived failure to comply with regulations described elsewhere in this Risk Factors section.
Failure to effectively manage risk and prevent fraud, or otherwise effectively administer our chargeback responsibilities, would increase our chargeback liability and exposure to material fines or other liabilities and could result in the loss of banking relationships or other operational relationships or expose us to the other risks associated with failure or perceived failure to comply with regulations described elsewhere in this Risk Factors section.
We have in the past, and may in the future, be the target of malicious third- 20 Table of Contents party attempts to identify and exploit system vulnerabilities, and/or penetrate or bypass our security measures, in order to gain unauthorized access to our platform and systems.
We have in the past, and may in the future, be the target of malicious third-party attempts to identify and exploit system vulnerabilities, and/or penetrate or bypass our security measures, in order to gain unauthorized access to our platform and systems.
The above could have a material adverse effect on our business, results of operations and financial condition. Use of our payment services for illegal purposes could materially harm our business. We offer our payment services to a large number of customers.
The above could have a material adverse effect on our business, results of operations and financial condition. ​ 20 Table of Contents Use of our payment services for illegal purposes could materially harm our business. We offer our payment services to a large number of customers.
If we do not successfully maintain a strong and trusted brand, our business could be materially adversely affected. 22 Table of Contents Inflation can have a material adverse effect on our business and our customers. Inflation can have a major impact on our results of operations.
If we do not successfully maintain a strong and trusted brand, our business could be materially adversely affected. Inflation can have a material adverse effect on our business and our customers. Inflation can have a major impact on our results of operations.
Governments and regulators may impose new regulatory requirements in a range of areas that, among other things, may: ● prohibit, restrict, and/or impose taxes or fees on our services, including to or from certain countries or with certain individuals, and entities; ● impose additional customer identification and due diligence requirements; ● impose additional reporting or record keeping requirements, or require enhanced transaction monitoring; ● limit or restrict the types of entities capable of providing money transmission services, or impose additional licensing or registration requirements; ● impose minimum capital or other financial requirements; ● limit or restrict the revenue that may be generated from transmitting money, processing payments, or factoring receivables, including interest earned on customer funds, transaction fees, and revenue generated from foreign exchange transactions; 28 Table of Contents ● require enhanced disclosures to customers; ● limit the number or principal amount of money transmission transactions that may be sent to or from a jurisdiction, whether by an individual or in the aggregate; and ● restrict or limit the ability of firms to process transactions using a centralized record keeping system located outside of the jurisdiction in which the customer is located, requiring that data associated be localized in the same jurisdiction as the customer.
Governments and regulators may impose new regulatory requirements or interpretations in a range of areas that, among other things, may: ● prohibit, restrict, and/or impose taxes or fees on our services, including to or from certain countries or with certain individuals, and entities; ● impose additional customer identification and due diligence requirements; ● impose additional reporting or record keeping requirements, or require enhanced transaction monitoring; ● limit or restrict the types of entities capable of providing money transmission services, or impose additional licensing or registration requirements; ● impose minimum capital or other financial requirements; ● limit or restrict the revenue that may be generated from transmitting money, processing payments, or factoring receivables, including interest earned on customer funds, transaction fees, and revenue generated from foreign exchange transactions; 30 Table of Contents ● require enhanced disclosures to customers; ● limit the number or principal amount of money transmission transactions that may be sent to or from a jurisdiction, whether by an individual or in the aggregate; ● restrict or limit the ability of firms to process transactions using a centralized record keeping system located outside of the jurisdiction in which the customer is located, requiring that data associated be localized in the same jurisdiction as the customer; and ● restrict or limit the ability to utilize new technologies, such as artificial intelligence or digital currencies.
For example, the payments our customers received from Amazon marketplaces around the world generated 23% of our revenues during the year ended December 31, 2024, and accordingly, should Amazon change eligibility or other requirements for approved payment service providers on its platforms such that we are negatively impacted, our financial condition and results of operations may be materially adversely impacted.
For example, the payments our customers received from Amazon marketplaces around the world generated 21% of our revenues during the year ended December 31, 2025, and accordingly, should Amazon change eligibility or other requirements for approved payment service providers operating on its platforms such that we are negatively impacted, our financial condition and results of operations may be materially adversely impacted.
As we continue to expand internationally, including within emerging markets, we may become more susceptible to these risks. ● If we fail to comply with the applicable rules and policies of the payment network card schemes or the terms of a payment network card scheme license, they could seek to fine us, suspend us or terminate our participation license, as applicable, which could materially adversely affect our business. ● If a marketplace were to prevent our customers from using our services to receive payments from such marketplace, or if we are unable to renew certain marketplace and enterprise customer contracts or to adjust certain contract components at favorable terms or we lose a significant enterprise or marketplace customer, our results of operations and financial condition may be materially adversely affected. ● Substantial and increasingly intense competition in the worldwide financial services and payments industry, including on pricing and payment alternatives, could materially adversely affect our margins, business and results of operations.
As we continue to support international markets, expand our services and distribute our workforce globally, including within emerging markets, we may become more susceptible to these risks. ● If we fail to comply with the applicable rules and policies of the payment network card schemes or the terms of a payment network card scheme license, they could seek to fine us, suspend us or terminate our participation license, as applicable, which could materially adversely affect our business. ● If a marketplace or enterprise customer were to prevent our customers from using our services to receive payments from such marketplace or enterprise customer, or if we are unable to renew certain marketplace and enterprise customer contracts or are required to adjust certain contract components at unfavorable terms or we lose a significant enterprise or marketplace customer, our results of operations and financial condition may be materially adversely affected. ● Substantial and increasingly intense competition in the worldwide financial services and payments industry, including on pricing and payment alternatives, could materially adversely affect our margins, business and results of operations.
Such regulatory actions or the need to obtain licenses, certifications or other regulatory approvals could impose substantial costs and involve considerable delay in the provision or development of our services in a given market, or require significant and costly operational changes, or prevent us from providing any services in a given market.
Such regulatory actions or the need to obtain licenses, certifications or other regulatory approvals could impose substantial costs and involve restrictions on our ability to offer our services or considerable delay in the provision or development of our services in a given market, or require significant and costly operational changes, or prevent us from providing any services in a given market.
We have invested and will continue to invest in improving our platform in order to offer better or new features, products and services, but if those features, products and services fail to be successful, our growth may materially slow or decline.
We have invested and will continue to invest in our platform in order to offer enhanced or new features, products and services, but if those features, products and services fail to be successful, our growth may materially slow or decline.
Once we obtain such license, there are substantial costs and potential product changes involved in maintaining such license, and we could be subject to fines or other enforcement action if we are found to violate disclosure, reporting, anti-money laundering, capitalization, corporate governance or other requirements imposed by the regulator.
There are substantial costs and potential product changes involved in maintaining this license, and we could be subject to fines or other enforcement action if we are found to violate disclosure, reporting, anti-money laundering, capitalization, corporate governance or other requirements imposed by the regulator.
We are subject to a number of legal requirements, regulations, contractual obligations and industry standards regarding security, data protection and privacy and any failure to comply with these requirements, regulations, obligations or standards could have a material adverse effect on our reputation, business, financial condition and operating results.
We are subject to various legal requirements, regulations, contractual obligations and industry standards regarding security, data protection and privacy and any failure to comply with these requirements, regulations, obligations or standards could have a material adverse effect on our reputation, business, financial condition and results of operations.
Changes to or the interpretation and/or application of laws and regulations applicable to cross-border trade and foreign exchange could further impose additional requirements and restrictions, increase costs, and present conflicting obligations.
Changes to or the interpretation and/or application of laws, including related to taxation, and regulations applicable to cross-border trade and foreign exchange could further impose additional requirements and restrictions, increase costs, and present conflicting obligations.
In addition, given we have significant amounts of cash, cash equivalents, receivables and other current and non-current assets outstanding, including assets underlying our customer balances and other investments on deposit or in accounts with banks or other financial institutions in the United States and other countries in which we operate, we may be, and have been, exposed to the risk of default by, or deteriorating operating results or financial condition or failure of, these counterparty financial institutions.
In addition, given we have significant amounts of cash, cash equivalents, receivables and other current and non-current assets outstanding, including assets underlying our customer balances and other investments on deposit or in accounts with banks or other financial institutions in the United States and other countries in which we operate, including derivatives in connection with our interest rate risk management strategy, we may be, and have been, exposed to the risk of default by, or deteriorating operating results or financial condition or failure of, these counterparty banks and financial institutions.
As a significant portion of our revenue is generated from China, any negative impact to our ability to serve customers based in China could materially adversely affect our results and exacerbate the other risks set forth herein. Our services to customers from Greater China generated approximately 35% of our revenue for the year ended December 31, 2024.
As a significant portion of our revenue is generated from China, any material negative impact to our ability to serve customers based in China could materially adversely affect our results and exacerbate the other risks set forth herein. Our services to customers from Greater China generated approximately 34% of our revenue for the year ended December 31, 2025.
In the United States, both the federal and various state governments have adopted or are considering, laws, guidelines or rules for the collection, distribution, use and storage of information collected from or about consumers or their devices, including the State of California which enacted the California Privacy Rights Act (“CPRA”) in 2023, which requires disclosures to California consumers, imposes rules for collecting or using information about minors, and affords consumers abilities to opt out of certain disclosures of personal information.
In the United States, both the federal and various state governments have adopted or are considering, laws, guidelines or rules for the collection, distribution, use and storage of information collected from or about consumers or their devices, including the State of California which enacted the CCPA, which requires disclosures to California consumers, imposes rules for collecting or using information about minors, and affords consumers abilities to opt out of certain disclosures of personal information.
Such actions can make compliance more costly and operationally difficult to manage. In the United Kingdom, Payoneer Payment Services (UK) Ltd. (“Payoneer United Kingdom”) is licensed by the Financial Conduct Authority as an Electronic Money Institution. In Japan, Payoneer Japan Ltd. (“Payoneer Japan”) is licensed as a Registered Fund Transfer Service Provider. In Australia, Payoneer Australia Pty. Ltd.
Such actions can make compliance more costly and operationally difficult to manage. In the United Kingdom, Payoneer Payment Services (UK) Ltd. is licensed by the Financial Conduct Authority as an Electronic Money Institution. In Japan, Payoneer Japan Ltd. is licensed as a Registered Fund Transfer Service Provider.
Operating in or providing services to customers in foreign countries, including Israel, Greater China and other Asian countries, Ukraine and other European countries, subjects us to multiple risks that may have a material adverse effect on our results of operations, including: ● geopolitical events, including acts of war, nationalism and terrorism, natural disasters, public health issues (such as the COVID-19 pandemic and its variants), social unrest or human rights issues; ● differing local product preferences and product requirements; ● partial or total expropriation of international assets; ● economic sanctions and trade protection measures, including tariffs (as recently threatened or imposed by certain countries), import-export restrictions, or boycotts; ● differing enforceability and protection of intellectual property and contract rights; ● different, uncertain, or more stringent user protection, data protection, privacy, and other laws; and ● potentially negative consequences from changes in or interpretations of tax laws or policies.
Operating in or providing services to customers in foreign countries, including Greater China, India and other Asian countries, Ukraine and other European countries, and Israel, subjects us to multiple risks that may have a material adverse effect on our results of operations, including: ● geopolitical events, including acts of war, nationalism and terrorism, natural disasters, major public health issues (such as the COVID-19 pandemic and its variants), political instability, social unrest or human rights issues; ● differing local product preferences and product requirements; ● partial or total expropriation of international assets; ● economic sanctions and trade protection measures, including tariffs (as imposed by certain countries during 2025 and in recent months), import-export restrictions, or boycotts; ● differing enforceability and protection of intellectual property and contract rights; ● different, uncertain, or more stringent user protection and data protection, privacy and management requirements and other laws; and ● potentially negative consequences from changes in or interpretations of income and non-income tax laws or policies.
Under such circumstances, or if the terms upon which we are able to offer merchant capital advances were required to be changed in order to comply with any requirements imposed by a regulatory body, we may need to pursue changes to the current model or pursue an alternative model for providing our Working Capital products.
Under such circumstances, or if the terms upon which we are able to offer merchant capital advances were required to be changed in order to comply with any requirements imposed by a regulatory body, we may need to pursue changes to the current model or pursue an alternative model for providing our Working Capital products, which may adversely affect this portion of our business.
Any factors that increase the costs of cross-border trade for us or our customers or that restrict, delay, or make cross-border trade more difficult or impractical, such as trade policies or higher tariffs (as recently threatened or imposed by certain countries, including the U.S.), and general macroeconomic trends and global economic conditions, could reduce our cross-border transactions and volume, materially and negatively impact our revenues and profits and materially harm our business.
Any factors that increase the costs of cross-border trade for us or our customers or that restrict, delay, or make cross-border trade more difficult or impractical, such as trade policies or higher tariffs (as imposed by certain countries during 2025 and in recent months, including the U.S.), and general macroeconomic trends and global economic conditions, could reduce our cross-border transactions and volume, materially and negatively impact our revenues and profits and materially harm our business.
In addition, when we introduce new services, focus on new business types, or begin to operate in markets where we 25 Table of Contents have a limited history of fraud loss, we may be less able to forecast and reserve accurately for those losses.
In addition, when we introduce new services, focus on new business types, or begin to operate in markets where we have a limited history of financial loss, we may be less able to forecast and reserve accurately for those losses.
The occurrence of any operational disruptions or errors due to, for example, software defects, service disruptions, employee misconduct, security breaches, or other similar actions, omissions or errors on our platform could result in material financial losses to our business and our customers, damage to our reputation, or termination of our agreements with financial institutions and partners, each of which could result in loss of customers; lost or delayed market acceptance and sales of our platform; legal claims against us; regulatory enforcement action; or diversion of our resources, including through increased service expenses or financial concessions, and increased insurance costs.
The occurrence of any operational disruptions or errors due to, for example, software defects, service disruptions, employee misconduct, security breaches, or other similar actions, omissions or errors could result in material financial losses to our business and our customers, damage to our reputation, or termination of our agreements with financial institutions and partners, each of which could result in loss of customers; reduced or slower adoption of our products and sales of our platform; legal claims against us; regulatory enforcement action; or diversion of our resources, including through increased service expenses or financial concessions, and increased insurance costs.
Any type of security breach, attack or misuse of data, whether experienced by us or an associated third-party, could harm our reputation or deter existing or prospective customers from using our services, increase our operating expenses in order to contain and 21 Table of Contents remediate the incident, expose us to unbudgeted or uninsured liability, disrupt our operations (including potential service interruptions), divert management focus away from other priorities, increase our risk of regulatory scrutiny, result in the imposition of penalties and fines under state, federal and foreign laws or by card schemes and adversely affect our regulatory licenses and banking relationships.
Any type of security breach, attack or misuse of data, whether experienced by us or an associated third-party, could harm our reputation or deter existing or prospective customers from using our services, increase our operating expenses in order to contain and remediate the incident, expose us to unbudgeted or uninsured liability, disrupt our operations (including potential service interruptions), divert management focus away from other priorities, increase our risk of regulatory scrutiny, result in the imposition of material penalties and fines under state, federal and foreign laws or by card schemes and adversely affect our regulatory licenses and banking relationships, any of which may materially adversely affect our business, financial condition or results of operations.
Therefore, the growth in the e-commerce market and cross-border trading may be adversely affected by a high inflation environment, such as the one seen in the U.S. in recent years, which can be further exacerbated by macroeconomic changes (such as the tariffs recently imposed or threatened by certain countries), and subsequently the volumes flowing through our platforms and earnings can be materially adversely impacted.
Therefore, any growth in the e-commerce market and cross-border trading may be adversely affected by a high inflation environment, such as the one seen in the U.S. in recent years, which can be further exacerbated by macroeconomic changes (such as the tariffs imposed by certain countries during 2025 and in recent months), and subsequently the volumes flowing through our platforms and earnings can be materially adversely impacted.
The use of our payment services for illegal or improper uses has and may from time to time subject us to fines which may be material, claims, or government and regulatory investigations, inquiries, or requests that could result in liability and reputational harm for us.
The use of our payment services for illegal or improper uses may subject us to material fines, claims, or government and regulatory investigations, inquiries, or requests that could result in liability and reputational harm for us.
Our customers have no obligation to continue to use our services, and we cannot assure you that they will. The difficulty and costs associated with switching to a competitor may not be significant for many of the services we offer.
Our customers have no obligation to continue to use our services, and we can have no assurance that they will. The difficulty and costs associated with switching to a competitor may not be significant for many of the services we offer.
With a merchant capital advance, the speed of settlement determines our effective yield, so any extension of settlement periods would be expected to reduce the effective yield we receive on such product. Further, we devote resources to collecting, and from time to time are unable to recover, some purchased receivables, which may have a material adverse effect on our results.
With a merchant capital advance, the speed of settlement determines our effective yield, so any extension of settlement periods would be expected to reduce the effective yield we receive on such product. Further, we devote resources to collecting, and from time to time are unable to recover, some purchased receivables.
We also use open-source software and may be subject to claims from licensors related to ownership and use rights. 23 Table of Contents Our trademarks, trade names, trade secrets, know-how, proprietary technology and other intellectual property are important to our future success. We believe our trademarks and trade names are widely recognized and associated with quality and reliable service.
Our use of open-source software may subject us to claims from licensors related to ownership and use rights. Our trademarks, trade names, trade secrets, know-how, proprietary technology and other intellectual property are important to our success. We believe our trademarks and trade names are widely recognized and associated with quality and reliable service.
Owners of intellectual property or government authorities may seek to bring legal action against providers of payments solutions, including Payoneer, that may provide payment services in connection with the sale of products that actually or allegedly infringe, misappropriate or otherwise violate intellectual property.
Owners of intellectual property or government authorities may seek to bring legal action against providers of payments solutions, including Payoneer, that may provide payment services in connection with the sale of products that actually or allegedly infringe, misappropriate or otherwise violate intellectual property. Threatened or resulting claims could cause reputational harm.
Climate change and environmental issues could materially adversely affect our operations, business, customers and partners. Concerns over the risks associated with climate change and environmental matters have been growing in recent years, and are at the center of rapidly evolving rule-making in the United States and abroad.
Climate change and environmental issues could materially adversely affect our operations, business, customers and partners. Increased concerns over risks associated with climate change and environmental matters are at the center of evolving rule-making in the United States and abroad.
Accordingly, if Payoneer Inc. violates these laws or regulations, we could be subject to liability and/or additional restrictions, forced to cease doing business with residents of certain states, forced to change our business practices or be required to obtain additional licenses or regulatory approvals that could impose substantial costs.
Accordingly, if Payoneer Inc. violates these laws or regulations, we could be subject to material fines or other enforcement action, forced to cease doing business with residents of certain states, forced to change our business practices or be required to obtain additional licenses or regulatory approvals that could impose substantial costs.
In addition, current and emerging ESG-related 33 Table of Contents regulations in various jurisdictions, such as mandated reporting or requirements to reduce carbon footprint, may result in increased compliance requirements, which may increase our costs.
In addition, current and emerging climate-related regulations in various jurisdictions, such as mandated reporting or requirements to reduce carbon footprint, may result in increased compliance requirements, which may increase our costs.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeManagement is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored and escalated appropriately, putting in place appropriate mitigation measures and maintaining cybersecurity programs.
Biggest changeThe Risk Committee also reports material cybersecurity risks to our Audit Committee, as the case may be, and material cybersecurity incidents would be reported to the full Board of Directors by management and/or the Risk Committee. ​ 38 Table of Contents Management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored and escalated appropriately, putting in place appropriate mitigation measures and maintaining cybersecurity programs.
Our CISO has more than 25 years of experience in various roles related to information security and technology, including 14 years as CISO and other leading cyber security roles in the fintech industry.
Our CISO has more than 25 years of experience in various roles related to information security and technology, including 15 years as CISO and other leading cyber security roles in the fintech industry.
Payoneer’s cybersecurity risk management program is designed to align with industry best practices like National Institute of Standards and Technology (“NIST”) and Control Objectives for Information Technology (“COBIT”) which help provide a framework for handling cybersecurity threats and incidents, including threats and incidents associated with the use of applications developed and services provided by third-party service providers, and facilitate coordination across different departments of our company.
Payoneer’s cybersecurity risk management program is designed to align with industry best practices like National Institute of Standards and Technology (“NIST”) which helps provide a framework for handling cybersecurity threats and incidents, including threats and incidents associated with the use of applications developed and services provided by third-party service providers, and facilitate coordination across different departments of our company.
Item 1C. Cybersecurity Cybersecurity Risk Management Cybersecurity risk management is an integral part of Payoneer’s control infrastructure and is included as an overall risk in our enterprise risk management program.
Item 1C. Cybersecurity Cybersecurity Risk Management Cybersecurity risk management is an integral part of Payoneer’s second line of defense and is included as a risk in our enterprise risk management program.
Our Board of Directors has overall oversight responsibility for our risk management, and delegates cybersecurity risk management oversight to the Risk Committee. The Risk Committee is responsible for reviewing our cybersecurity and the protection of data integrity policies and practices, including making recommendations for improvements in these areas.
The Risk Committee is responsible for reviewing our cybersecurity and the protection of data integrity policies and practices, including making recommendations for improvements in these areas.
Our cybersecurity team is responsible for assessing our cybersecurity risk management program considering industry best practice and aligning to regulatory requirements and engages with third-party security experts for advisement on cybersecurity risk assessments and system enhancements. In addition, our cybersecurity team provides training to employees on a periodic basis.
Our cybersecurity team is responsible for assessing our cybersecurity risk management program considering industry best practice and aligning to regulatory requirements and engages with third-party security experts on an ongoing basis for advisement on cybersecurity risk assessments and system enhancements in response to a dynamic threat environment resulting from evolving technologies and new attack methods.
Removed
The Risk Committee also reports material cybersecurity risks to our Audit Committee, as the case may be, and material cybersecurity incidents would be reported to the full Board of Directors by management and/or the Risk Committee.
Added
In addition, our cybersecurity team provides training to employees on a periodic basis. Our Board of Directors has overall oversight responsibility for our risk management, and delegates cybersecurity risk management oversight to the Risk Committee.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. Our principal executive office is located in New York City. In addition to our New York office, we also have offices in the greater metropolitan areas of Tel Aviv, Dublin, London, Bangalore, Singapore, Shanghai, Shenzhen, Guangzhou, Madrid and Hong Kong as well as 17 offices in 11 other countries.
Biggest changeItem 2. Properties. Our principal executive office is located in New York City. In addition to our New York office, we also have offices in the greater metropolitan areas of Tel Aviv, Dublin, London, Bangalore, Gurugram, Singapore, Shanghai, Shenzhen, Guangzhou, Madrid and Hong Kong as well as 15 offices in 11 other countries.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSee also “Risk Factors - General Risks Related 36 Table of Contents to Payoneer - We may be subject to various legal proceedings which could materially adversely affect our business, financial condition or results of operations.” Item 4. Mine Safety Disclosures. Not applicable. PART II
Biggest changeSee also “Risk Factors - General Risks Related to Payoneer - We may be subject to various legal proceedings which could materially adversely affect our business, financial condition or results of operations.” Item 4. Mine Safety Disclosures. Not applicable. PART II
For information on risks related to litigation, see Note 19 - Commitments and Contingencies, to our audited financial statements as of December 31, 2024 included elsewhere within this Annual Report on Form 10-K.
For information on risks related to litigation, see Note 18 - Commitments and Contingencies, to our audited financial statements as of December 31, 2025 included elsewhere within this Annual Report on Form 10-K.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThese share repurchases may take place from time to time, in the open market, through 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. The timing and total amount of repurchases is subject to the Company’s discretion. Item 6. Reserved. ​ ​ 39 Table of Contents
Biggest changeThe effective date of the amended authorization was August 6, 2025, and the amended authorization expires on December 31, 2027. These share repurchases may take place from time to time, in the open market, through 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.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings None for the quarterly period ending December 31, 2024. ​ 38 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers Repurchases of our common stock The following table provides information with respect to repurchases made by the Company during the three months ended December 31, 2024.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings None for the quarterly period ending December 31, 2025. ​ 41 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers Repurchases of our common stock The following table provides information with respect to repurchases made by the Company during the three months ended December 31, 2025.
(2) On May 7, 2023, our Board of Directors authorized a stock repurchase program that provides for the repurchase of up to $80 million of our common stock, including any applicable excise tax, over a period of 24 months.
(2) On May 7, 2023, our Board of Directors authorized a stock repurchase program that provides for the repurchase of up to $80 million of our common stock, including any applicable excise tax.
The $250 million authorization amended the previous repurchase authorization, and includes the amount that remains available as of December 7, 2023 to repurchase common stock under, but not any prior repurchases effected pursuant to, the previous authorization. The amended authorization expires December 31, 2025.
The $250 million authorization amended the previous repurchase authorization, and includes the amount that remains 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.
Securities Authorized for Issuance Under Equity Compensation Plans See Part III, Item 12 of this Form 10-K and Note 23, Stock-Based Compensation of the Notes to Consolidated Financial Statements included herein for additional information required. ​ 37 Table of Contents Stock Price Performance The graph above compares the cumulative total stockholder return on our common stock with the cumulative total return on the Standard & Poor’s (“S&P”) 600 Information Technology Index and the Nasdaq Composite Index.
The payment of any cash dividends will be within the discretion of the Board at such time. 39 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans See Part III, Item 12 of this Form 10-K and Note 22, Stock-Based Compensation of the Notes to Consolidated Financial Statements included herein for additional information required. ​ 40 Table of Contents Stock Price Performance The graph above compares the cumulative total stockholder return on our common stock with the cumulative total return on the Standard & Poor’s (“S&P”) 600 Information Technology Index and the Nasdaq Composite Index.
Such numbers do not include beneficial owners holding our securities through nominee names. Dividend Policy We have not paid any cash dividends on our common stock to date. The payment of cash dividends in the future will depend on our revenues and earnings, if any, capital requirements and general financial condition.
Dividend Policy We have not paid any cash dividends on our common stock to date. The payment of cash dividends in the future will depend on our revenues and earnings, if any, capital requirements and general financial condition.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock trades on The Nasdaq Global Market under the symbol “PAYO”. Holders As of February 19, 2025, there were 204 holders of record of our common stock and 1 holder of record of our private warrants.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock trades on The Nasdaq Global Market under the symbol “PAYO”. Holders As of February 20, 2026, there were 196 holders of record of our common stock. Such numbers do not include beneficial owners holding our securities through nominee names.
All repurchases listed below were made in the open market. ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total Number of Shares Purchased 1 ​ Average Price Paid Per Share ​ Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 2 ​ Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs 2 October 1, 2024 - October 31, 2024 ​ 357,073 ​ $8.01 ​ 357,073 ​ $ 118,677 November 1, 2024 - November 30, 2024 ​ 192,634 ​ $10.37 ​ 192,634 ​ $ 116,678 December 1, 2024 - December 31, 2024 ​ 1,264,742 ​ $10.20 ​ 1,264,742 ​ $ 103,773 Total ​ 1,814,449 ​ ​ ​ 1,814,449 ​ ​ ________________________________________ (1) No shares were repurchased other than through a publicly announced plan or program.
All repurchases listed below were made in the open market. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total Number of Shares Purchased 1 ​ Average Price Paid Per Share ​ Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 2 ​ Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs 2 ​ October 1, 2025 - October 31, 2025 ​ 3,011,271 ​ $6.01 ​ 3,011,271 ​ $ 254,858 ​ November 1, 2025 - November 30, 2025 ​ 4,266,575 ​ $5.56 ​ 4,266,575 ​ $ 231,129 ​ December 1, 2025 - December 31, 2025 ​ 6,659,368 ​ $5.78 ​ 6,659,368 ​ $ 192,061 3 ​ Total ​ 13,937,214 ​ ​ ​ 13,937,214 ​ ​ ​ ________________________________________ (1) No shares were repurchased other than through a publicly announced plan or program.
Removed
The payment of any cash dividends will be within the discretion of the Board at such time.
Added
On July 30, 2025, our Board of Directors amended the existing repurchase authorization to increase the authorized amount of repurchases to up to $300 million, 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.
Added
The timing and total amount of repurchases is subject to the Company’s discretion. (3) Reflects excise tax of $568 incurred in the period but unpaid as of December 31, 2025. ​ ​ Item 6. Reserved. ​ ​ 42 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

91 edited+33 added−28 removed47 unchanged
Biggest changeImpact of net income - $27.8 million year over year increase to operating cash flows This increase was driven by an increase in net income of $27.8 million in the year ended December 31, 2024 compared to the prior year period, which was primarily a result of $146.6 million of growth in revenue which outpaced $101.2 million of growth in operating expenses, as well as a $20.9 million reduction in tax expense, partially offset by a $38.5 million reduction of other financial income, as discussed in the Results of Operations section above. 47 Table of Contents Impact of non-cash items - $35.7 million year over year increase to operating cash flows The increase in net income period over period includes non-cash items, including higher non-cash addbacks to net income to arrive at operating cash flows compared to prior year, consisting primarily of: ● $19.5 million increase in depreciation and amortization expense ● $29.3 million related to Warrants, driven by a decrease of $14.6 million in the amount of the gain recorded on Warrant revaluation and a $14.7 million loss on the Warrant repurchase and redemption transaction ● An increase of $7.9 million in the amount of the addback due to the effect of exchange rate changes on cash and cash equivalents The overall increase to operating cash flows from non-cash items was partially offset by higher non-cash reductions to net income compared to prior years, consisting primarily of: ● $11.5 million increase in deferred tax assets compared to the prior year period increase, primarily due to share-based compensation temporary differences in the current year period, which exceeded the release of the valuation allowance on deferred tax assets in the United States during the prior year ● $8.6 million from interest not paid in cash and amortization of discount on investments in debt securities Impact of changes in operating assets and liabilities - $46.1 million year over year decrease to operating cash flows During the year ended December 31, 2024, cash flows related to Other current assets decreased $40.5 million, Other payables decreased $9.7 million, and Trade payables increased $9.5 million, in each case compared to the prior year period, all due to changes in timing of payments relative to period cut-off.
Biggest changeImpact of non-cash items - $19.2 million year over year increase to operating cash flows The decrease in net income period over period includes several non-cash items, that resulted in higher non-cash addbacks to net income when arriving at operating cash flows compared to prior year, consisting primarily of: ● $18.3 million increase in depreciation and amortization expense ● $9.8 million increase in interest and amortization of premium on investment ● $8.3 million increase in stock-based compensation The overall increase to operating cash flows from non-cash items was partially offset by higher non-cash reductions to net income compared to prior years, consisting primarily of: ● $14.7 million decrease related to the loss on warrant repurchase/redemption transaction that occurred in 2024, and which did not recur for the year ended December 31, 2025. ● $8.6 million decrease in the amount of addback from the impact of changes in exchange rate on cash, cash equivalents, restricted cash and customer funds.
With a multi-currency Payoneer Account, businesses and entrepreneurs around the world can serve and transact with their overseas customers, suppliers, vendors, and contractors, and partners as if they were local. We primarily generate revenues when Payoneer customers use the funds in their Payoneer account to make a payment, make a purchase or to withdraw the funds to a financial institution.
With a multi-currency Payoneer Account, businesses and entrepreneurs around the world can serve and transact with their overseas customers, suppliers, vendors, and contractors, and partners as if they were local. We primarily generate revenues when Payoneer customers use the funds in their Payoneer account to make a payment, make a purchase or to withdraw funds to a financial institution.
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 transactions. For a customer that both receives and later sends payments, we count the volume only once.
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 transactions 1 . For a customer that both receives and later sends payments, we count the volume only once.
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.
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 usage, including withdrawals. We also earn revenues in certain instances from volumes coming into the platform, including related to our B2B services and through our Checkout offering.
Our revenues can be impacted by the following: (i) Mix in customer size, products, and services; ​ (ii) Mix between domestic and cross-border transactions; ​ (iii) Geographic region or country in which a transaction occurs; and ​ (iv) Pricing and other market conditions, including interest rates. ​ 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. 49 Table of Contents 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.
Our revenues can be impacted by the following: (i) Mix in customer size, products, and services; ​ (ii) Mix between domestic and cross-border transactions; ​ (iii) Geographic region or country in which a transaction occurs; and ​ (iv) Pricing and other market conditions, including interest rates. ​ 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. ​ 53 Table of Contents 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.
If it is determined that it is more likely than not that goodwill is impaired, then we are required to perform a quantitative goodwill impairment test, which requires us to estimate the fair value of our reporting units. The fair value of the reporting unit is estimated using a discounted cash flow method.
If it is determined that it is more likely than not that goodwill is impaired, then we are required to perform a quantitative goodwill impairment test, which requires us to estimate the fair value of our reporting unit. The fair value of the reporting unit is estimated using a discounted cash flow method.
Additionally, given the significant customer funds held on our platform and ongoing growth in those balances, and in light of the high interest rate environment in the U.S. and elsewhere, interest earned on customer funds held on our platform has been a significant source of revenue.
Additionally, given the significant customer funds held on our platform and ongoing growth in those balances, and in light of the interest rate environment in the U.S. and elsewhere, interest earned on customer funds held on our platform has been a significant source of revenue.
We believe that successful execution of this strategy will drive revenue growth as (i) adding new customers who meet our ideal customer profile, improving retention, and increasing our product offerings to capture more wallet share will drive greater ad valorem volume of transactions processed through the Payoneer platform; and (ii) introducing new products and services and increasing customer adoption of additional products and services will improve our monetization of customers over time.
We believe that successful execution of this strategy will drive revenue growth as (i) adding new customers who meet our target profile, improving retention, and increasing our product offerings to capture more wallet share will drive greater ad valorem volume of transactions processed through the Payoneer platform; and (ii) introducing new products and services and increasing customer adoption of additional products and services will improve our monetization of customers over time.
We remain focused on increasing our penetration in these markets through new customer acquisition and from driving increased adoption of these and other services, such as our card product. ​ As we meet more of the needs of our customers, we expect to grow the revenues we earn from customers and to drive improved retention.
We remain focused on increasing our penetration in these markets through new customer acquisition and driving increased adoption of these and other services, such as our card product. ​ As we meet more of the needs of our customers, we expect to increase the revenues we earn from customers and to drive improved retention.
We operate a two-sided network, providing services to buyers and suppliers, businesses and contractors, marketplaces and marketplace sellers, and connecting them via a single platform. ​ We benefit from a strong brand in the markets in which our customers operate, and especially in key e-commerce markets such as China.
We operate a two-sided network, providing services to buyers and suppliers, businesses and contractors, marketplaces and marketplace sellers, and connecting them via a single platform. ​ We benefit from a strong brand in the markets in which our customers operate, and especially in key markets such as China.
Macroeconomic Conditions 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, trade policies (including tariffs), local political instability, global health crises, supply chain dislocations, regional and other conflicts, including the ongoing war in Ukraine and Israel ’ s ongoing conflicts in the Middle East, and disruptions and instability and regulatory changes in the banking sector, as well as evolving changes to trade policies (including tariffs) particularly in the U.S, 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.
Macroeconomic Conditions Macroeconomic conditions, such as 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 to trade policies (including tariffs), particularly in the U.S, local political instability, global health crises, supply chain dislocations, regional and other conflicts, including the ongoing war in Ukraine and Israel ’ s conflicts in the Middle East, and the volatility in the region, and instability and regulatory changes in the banking sector, may continue to 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.
Since the adoption of ASC 326, Current Expected Credit Losses, as of January 1, 2022, we estimate ALCAL based on historical lifetime loss data as well as macroeconomic forecasts applied to the portfolio, which is segmented by program. Loss rates are generated using historical loss data for each portfolio which are applied to segments of each portfolio.
Since the adoption of ASC 326, Current Expected Credit Losses, we estimate ALCAL based on historical lifetime loss data as well as macroeconomic forecasts applied to the portfolio, which is segmented by program. Loss rates are generated using historical loss data for each portfolio which are applied to segments of each portfolio.
Changes in judgments with respect to these assumptions and estimates could impact the amount of revenue recognized. 51 Table of Contents Income taxes: Calculating our tax provision requires us to make estimates regarding the timing and amount of taxable and deductible items which will adjust pretax income earned in various tax jurisdictions.
Changes in judgments with respect to these assumptions and estimates could impact the amount of revenue recognized. Income taxes: Calculating our tax provision requires us to make estimates regarding the timing and amount of taxable and deductible items which will adjust pretax income earned in various tax jurisdictions.
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 audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 52 Table of Contents
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 audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
We have in the past and may in the future enter into agreements with third parties with respect to investments in, or acquisitions of, businesses or technologies, which could also require us to seek additional equity or debt financing. Sources of Liquidity As of December 31, 2024, we had $497.5 million of cash and cash equivalents.
We have in the past and may in the future enter into agreements with third parties with respect to investments in, or acquisitions of, businesses or technologies, which could also require us to seek additional equity or debt financing. Sources of Liquidity As of December 31, 2025, we had $415.5 million of cash and cash equivalents.
Investors are encouraged to review the related GAAP financial measure and the reconciliation of this non-GAAP financial measure to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
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.
Additionally, amounts for the year ended December 31, 2024 include $1.8 million in non-recurring fair value adjustment of the Skuad contingent consideration liability discussed in Note 3 to our consolidated financial statements included elsewhere within this Annual Report on Form 10-K.
Additionally, amounts for the year ended December 31, 2025 and 2024 include $0.7 million and $1.8 million, respectively, in non-recurring fair value adjustment of the Skuad contingent consideration liability discussed in Note 3 to our consolidated financial statements included elsewhere within this Annual Report on Form 10-K.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations focuses on a discussion of 2024 results as compared to 2023 results. For a discussion of the 2023 results as compared to 2022 results, refer to Part I, Item 7 of our Form 10-K filed with the SEC on February 28, 2024.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations focuses on a discussion of 2025 results as compared to 2024 results. For a discussion of the 2024 results as compared to 2023 results, refer to Part I, Item 7 of our Form 10-K filed with the SEC on February 27, 2025.
Research and development expenses Research and development expenses consist primarily of employee compensation and related costs, professional services and consulting expenses, and non-capitalized costs associated with the development of new technologies. Such non-capitalized costs are charged to the consolidated statements of comprehensive income (loss) as incurred.
Research and development expenses Research and development expenses consist primarily of employee compensation and related costs, professional services and consulting expenses, and non-capitalized costs associated with the development of new technologies and maintenance of existing infrastructure. Such non-capitalized costs are charged to the consolidated statements of comprehensive income as incurred.
Any further escalation, expansion, or prolonged continuation of the ongoing conflict has the potential to impact our operations as well as to negatively impact the broader global economy and may have a material adverse effect on our results of operations.
Any escalation, expansion, or prolonged continuation of the conflicts has the potential to impact our operations as well as negatively impact the broader global economy and may have a material adverse effect on the results of our operations.
Our financial stack provides a suite of cross-border accounts receivable (AR) and accounts payable (AP) capabilities, including multicurrency account capabilities, and includes services such as working capital and funds management. Payoneer’s core value proposition is that we remove the complexity and barriers of doing business across borders for our customers.
Our financial stack provides a suite of cross-border accounts receivable (AR) and accounts payable (AP) capabilities, including multi-currency account capabilities, workforce management capabilities and services such as working capital solutions and funds management. Payoneer’s core value proposition is that we remove the complexity and barriers of doing business across borders for our customers.
Volume is one of the primary drivers for our revenue growth. See “Key Metrics and Non-GAAP Financial Measures” for additional information. Our customers have trusted the Payoneer platform to process $80.1 billion, $66.0 billion, and $59.7 billion in volume during the years ended December 31, 2024, 2023, and 2022, respectively.
Volume is one of the primary drivers for our revenue growth. See “Key Metrics and Non-GAAP Financial Measures” for additional information. Our customers have trusted the Payoneer platform to process $87.5 billion, $80.1 billion, and $66.0 billion in volume during the years ended December 31, 2025, 2024 and 2023, respectively.
Our financial performance will depend in large part on our ability to continue to add customers, including customers who meet our ideal customer profile. ​ We leverage our unique relationships with various marketplace platforms to cost-effectively acquire and serve new customers and look to add new marketplace relationships, which drives increased volumes on our platform and broadens our global reach. ​ We enter from time to time into various agreements with marketplaces and e-commerce platforms.
Our financial performance will depend in large part on our ability to continue to add customers, including customers who meet our target economic and risk profiles. ​ We leverage our unique relationships with various marketplace platforms to cost-effectively acquire and serve new customers and look to add new marketplace relationships, which drives increased volumes on our platform and broadens our global reach. ​ We enter from time to time into various agreements with marketplaces and e-commerce platforms.
This growth in SMB revenue was driven by continued adoption of our high value services, certain monetization initiatives, ongoing growth in high value regions, and growth in the number of customers on our platform.
The growth in SMB revenue was driven by certain monetization initiatives, continued adoption of our high value services, and ongoing growth in high value regions.
Impact of the War in Ukraine During 2022, a geopolitical and armed conflict between Ukraine and Russia, which developed into an ongoing war, 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.
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.
Adjusted EBITDA ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, (in thousands) ​ 2024 2023 2022 Net income (loss) ​ $ 121,163 ​ $ 93,333 ​ $ (11,970) Depreciation and amortization ​ 47,296 ​ 27,814 ​ 20,858 Income taxes ​ 18,308 ​ 39,203 ​ 13,586 Other financial (income) expense, net ​ (2,419) ​ (11,568) ​ 10,131 EBITDA ​ 184,348 ​ 148,782 ​ 32,605 Stock based compensation expenses (1) ​ 64,787 ​ 65,767 ​ 52,150 Share in losses of associated company ​ ​ — ​ ​ — ​ ​ 2 M&A related expenses (income) (2) ​ 9,439 ​ 3,468 ​ (2,323) Gain from change in fair value of Warrants (3) ​ ​ (2,767) ​ ​ (17,359) ​ ​ (33,963) Loss on Warrant repurchase/redemption (4) ​ ​ 14,746 ​ ​ — ​ ​ — Restructuring charges (5) ​ ​ — ​ ​ 4,488 ​ ​ — Adjusted EBITDA ​ $ 270,553 ​ $ 205,146 ​ $ 48,471 (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.
Adjusted EBITDA ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, (in thousands) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net income ​ $ 73,192 ​ $ 121,163 ​ $ 93,333 Depreciation and amortization ​ 65,625 ​ 47,296 ​ 27,814 Income taxes ​ 42,396 ​ 18,308 ​ 39,203 Other financial (income) expense, net ​ 9,079 ​ (2,419) ​ (11,568) EBITDA ​ 190,292 ​ 184,348 ​ 148,782 Stock based compensation expenses (1) ​ 73,104 ​ 64,787 ​ 65,767 M&A related expenses (income) (2) ​ 3,393 ​ 9,439 ​ 3,468 Gain from change in fair value of Warrants (3) ​ ​ — ​ ​ (2,767) ​ ​ (17,359) Loss on Warrant repurchase/redemption (4) ​ ​ — ​ ​ 14,746 ​ ​ — Restructuring charges (5) ​ ​ 4,873 ​ ​ — ​ ​ 4,488 Adjusted EBITDA ​ $ 271,662 ​ $ 270,553 ​ $ 205,146 (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.
This increase in revenue was generally in line with volume, which grew by $14.0 billion, or 21% compared to the year ended December 31, 2023. The increase in revenue was driven by an increase in SMB revenue, including $66.3 million from SMBs that sell on marketplaces, $47.0 million from B2B SMBs, and $13.7 million from SMBs selling DTC.
This increase in revenue was generally in line with volume, which grew by $7.4 billion, or 9% compared to the year ended December 31, 2024. The increase in revenue was driven by an increase in SMB revenue, including $52.0 million from B2B SMBs, $33.3 million from SMBs that sell on marketplaces, and $12.5 million from SMBs selling DTC.
Research and development expenses Research and development expenses were $134.6 million for the year ended December 31, 2024, an increase of $15.4 million, or 13%, compared to $119.2 million for the year ended December 31, 2023.
Research and development expenses Research and development expenses were $155.4 million for the year ended December 31, 2025, an increase of $20.8 million, or 15%, compared to $134.6 million for the year ended December 31, 2024.
The discounted cash flow method, a form of the income approach, uses expected future operating results and a market participant discount rate. Estimation is inherent in calculating the discount rate to apply and involves the use of third-party specialists. Revenue recognition: Application of the accounting principles in U.S.
The fair value of the 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. Estimation is inherent in calculating the discount rate to apply and involves the use of third-party specialists.
These warrants were repurchased and redeemed in full in September 2024 (Refer to Note 18 to our consolidated financial statements included elsewhere within this Annual Report on Form 10-K for details), but prior to repurchase and redemption were classified as a liability and remeasured at period end and the corresponding mark-to-market adjustment were included in financial income (expense), net.
These warrants were repurchased and redeemed in full in September 2024 (Refer to Note 17 to our consolidated financial statements included elsewhere within this Annual Report on Form 10-K for details), but prior to the repurchase and redemption were classified as a liability and remeasured at period end and the corresponding mark-to-market adjustment were included in financial income (expense), net. 47 Table of Contents Income taxes We are in a taxable income position in the U.S. and in certain foreign jurisdictions, for which there are income taxes recorded.
Sales and marketing expenses Sales and marketing expenses were $ 211.8 million for the year ended December 31, 2024, an increase of $ 15.2 million, or 8 % , compared to $196.7 million for the year ended December 31, 2023.
Sales and marketing expenses Sales and marketing expenses were $235.2 million for the year ended December 31, 2025, an increase of $23.4 million, or 11%, compared to $211.8 million for the year ended December 31, 2024.
The following discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. Revenue The majority of our revenues are generated from transaction fees, which vary based on the type of service the customer utilizes.
The following discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. Revenue The majority of our revenues are derived from transaction based fees on our customers' payment volume, which vary based on how the customers use the funds in their account.
Notwithstanding the U.S. taxation of these amounts, we intend to continue to invest most or all of these earnings, as well as our capital in these subsidiaries, indefinitely outside of the U.S. and do not expect to incur any significant, additional taxes related to such amounts.
Notwithstanding the U.S. taxation of these amounts, we intend to continue to invest most or all of these earnings, as well as our capital in these subsidiaries, indefinitely outside of the U.S. and do not expect to incur any significant, additional taxes related to such amounts. ​ 56 Table of Contents Loss contingencies: We are a party to certain legal and regulatory proceedings with respect to a variety of matters.
Further, we provide incentive payments to customers, including marketplace platforms, and merchants, which require judgment to determine whether the payments should be recorded as a reduction to gross revenue.
Specifically, the determination of whether we are a principal to a transaction (gross revenue) or an agent (net revenue) can require considerable judgment. Further, we provide incentive payments to customers, including marketplace platforms, and merchants, which require judgment to determine whether the payments should be recorded as a reduction to gross revenue.
Our revenue derived from customers based in Israel was insignificant for the year ended December 31, 2024 and is included within revenues from Europe, Middle East, and Africa within Note 20 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Our revenue derived from customers based in Israel have been immaterial and is included within revenues from Europe, Middle East, and Africa within Note 19 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
General and administrative expenses General and administrative expenses were $113.3 million for the year ended December 31, 2024, an increase of $12.3 million, or 12%, compared to $100.9 million for the year ended December 31, 2023.
General and administrative expenses General and administrative expenses were $141.4 million for the year ended December 31, 2025, an increase of $28.1 million, or 25%, compared to $113.3 million for the year ended December 31, 2024.
The impact is removed from EBITDA as it represents market conditions that are not in our control. (4) Amounts relate to a non-recurring loss on the repurchase and redemption of outstanding public warrants; refer to Note 18 to our consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information.
(4) Amounts relate to a non-recurring loss on the repurchase and redemption of outstanding public warrants; refer to Note 17 to our consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information.
Historically, we have seen revenues increase in the fourth quarter of every year, primarily as a result of higher e-commerce sales during the holiday season. Key Factors Affecting Our Performance Continued Growth of Digital Commerce.
Seasonality Given the diverse nature of our customers and their businesses, Payoneer’s revenues experience seasonal fluctuations as a result of consumer and business spending patterns. Historically, we have seen revenues increase in the fourth quarter of every year, primarily as a result of higher e-commerce sales during the holiday season. Key Factors Affecting Our Performance Continued Growth of Digital Commerce.
(2) Amounts for the years ended December 31, 2024 and 2023 relate to M&A-related third-party fees, including related legal, consulting and other expenditures.
(2) Amounts relate to M&A-related third-party fees, including related legal, consulting and other expenditures.
For the periods prior to full ownership and consolidation, our share in the results of operations is included as share in losses of associated company on our consolidated statements of comprehensive income (loss). 44 Table of Contents Results of Operations ​ The following table sets forth a summary of our consolidated results of operations for the years indicated, and the changes between periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ Increase (Decrease) (in thousands) ​ 2024 2023 2022 2024 ​ 2023 ​ Revenues ​ $ 977,716 ​ $ 831,103 ​ $ 627,623 18 % 32 % Transaction costs (Excluding depreciation and amortization shown separately below) (1) ​ 152,106 ​ 122,291 ​ 110,165 24 % 11 % Other operating expenses ​ 169,550 ​ 160,609 ​ 149,199 6 % 8 % Research and development expenses ​ 134,631 ​ 119,197 ​ 115,041 13 % 4 % Sales and marketing expenses ​ 211,839 ​ 196,654 ​ 164,564 8 % 20 % General and administrative expenses ​ 113,263 ​ 100,929 ​ 90,010 12 % 12 % Depreciation and amortization ​ 47,296 ​ 27,814 ​ 20,858 70 % 33 % Total operating expenses ​ 828,685 ​ 727,494 ​ 649,837 14 % 12 % Operating income (loss) ​ 149,031 ​ 103,609 ​ (22,214) 44 % ** % Financial income (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gain from change in fair value of Warrants ​ ​ 2,767 ​ ​ 17,359 ​ ​ 33,963 ​ (84) % ​ (49) % Loss on Warrant repurchase/redemption ​ ​ (14,746) ​ ​ — ​ ​ — ​ ** % ​ ** % Other financial income (expense), net ​ ​ 2,419 ​ ​ 11,568 ​ ​ (10,131) ​ (79) % ​ ** % Financial income (expense), net ​ ​ (9,560) ​ ​ 28,927 ​ ​ 23,832 ​ ** % ​ 21 % Income before income taxes and share in losses of associated company ​ 139,471 ​ 132,536 ​ 1,618 5 % ** % Income taxes ​ 18,308 ​ 39,203 ​ 13,586 (53) % 189 % Share in losses of associated company ​ — ​ — ​ 2 ** % ** % Net income (loss) ​ $ 121,163 ​ $ 93,333 ​ $ (11,970) 30 % ** % ** Not meaningful (1) In 2024, 2023, and 2022 interest expense and fees associated with related party transaction were $1.4, $1.8, and $1.5 million respectively. ​ Year ended December 31, 2024 Compared to the year ended December 31, 2023 Revenues Revenues were $977.7 million for the year ended December 31, 2024, an increase of $146.6 million, or 18%, compared to $831.1 million for the year ended December 31, 2023.
Results of Operations ​ The following table sets forth a summary of our consolidated results of operations for the years indicated, and the changes between periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ Increase (Decrease) (in thousands) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2025 ​ ​ ​ ​ 2024 ​ Revenues ​ $ 1,052,774 ​ $ 977,716 ​ $ 831,103 8 % 18 % Transaction costs (1) ​ 165,239 ​ 152,106 ​ 122,291 9 % 24 % Other operating expenses ​ 165,265 ​ 169,550 ​ 160,609 (3) % 6 % Research and development expenses ​ 155,423 ​ 134,631 ​ 119,197 15 % 13 % Sales and marketing expenses ​ 235,150 ​ 211,839 ​ 196,654 11 % 8 % General and administrative expenses ​ 141,405 ​ 113,263 ​ 100,929 25 % 12 % Depreciation and amortization ​ 65,625 ​ 47,296 ​ 27,814 39 % 70 % Total operating expenses ​ 928,107 ​ 828,685 ​ 727,494 12 % 14 % Operating income ​ 124,667 ​ 149,031 ​ 103,609 (16) % 44 % Financial income (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gain from change in fair value of Warrants ​ ​ — ​ ​ 2,767 ​ ​ 17,359 ​ ** % ​ (84) % Loss on Warrant repurchase/redemption ​ ​ — ​ ​ (14,746) ​ ​ — ​ ** % ​ ** % Other financial income (expense), net ​ ​ (9,079) ​ ​ 2,419 ​ ​ 11,568 ​ ** % ​ (79) % Financial income (expense), net ​ ​ (9,079) ​ ​ (9,560) ​ ​ 28,927 ​ ** % ​ ** % Income before income taxes ​ 115,588 ​ 139,471 ​ 132,536 (17) % 5 % Income taxes ​ 42,396 ​ 18,308 ​ 39,203 132 % (53) % Net income ​ $ 73,192 ​ $ 121,163 ​ $ 93,333 (40) % 30 % ** Not meaningful (1) In 2025, 2024, and 2023 interest expense and fees associated with related party transaction were $0, $1.4, and $1.8 million respectively. ​ Year ended December 31, 2025 Compared to the year ended December 31, 2024 Revenues Revenues were $1,052.8 million for the year ended December 31, 2025, an increase of $75.1 million, or 8%, compared to $977.7 million for the year ended December 31, 2024.
In response, as of the year ended December 31, 2024, we have invested a total of $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 $1.9 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. ​ 41 Table of Contents Mergers & Acquisitions On August 5, 2024, Payoneer acquired 100% of the outstanding equity of Skuad Pte.
In response, to reduce our sensitivity to declines in short term interest rates we have invested a total of $1.8 billion of our customer funds in both available-for-sale debt securities and term deposits as of the year ended December 31, 2025, and we 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. ​ 44 Table of Contents Mergers & Acquisitions On January 19, 2026, Payoneer acquired 100% of the outstanding equity of Boundless Technologies Limited, an Ireland-based Employer of Record ( “ EOR ” ) platform that helps companies seamlessly and compliantly employ people around the world.
Looking forward, we intend to continue to invest actively to enhance our global platform, deliver new products, extend our regulatory footprint, further automate our operations, increase new customer growth and make acquisitions to accelerate our ability to deliver more value to customers around the world. 40 Table of Contents Key Development and Trends Impact of Israel’s Conflicts in the Middle East Since October 7, 2023, Israel has been at war with Hamas and Hezbollah, and exchanged attacks with Iran and other proxies of the regime.
Looking forward, we intend to continue to invest actively to enhance our global platform, deliver new products, extend our regulatory footprint, further automate our operations, increase new customer growth and make acquisitions to accelerate our ability to deliver more value to customers around the world. 43 Table of Contents Key Development and Trends Impact of Israel’s 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.
This was partially offset by an increase of $9.2 million in the amount of payroll and third-party related costs capitalized as internal use software.
This was partially offset by a $7.9 million increase in the amount of employee compensation, benefits and related expenses and third-party costs that were capitalized as internal use software, and a decrease of $1.2 million in third-party consultancy expenses.
(5) We initiated a plan to reduce our workforce during the year ended December 31, 2023 and had non-recurring costs related to severance and other employee termination benefits. 50 Table of Contents Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with U.S. GAAP.
(5) Represents non-recurring costs related to severance and other employee termination benefits. 54 Table of Contents Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with U.S. GAAP.
Other operating expenses Other operating expenses mainly include compensation for our employees and subcontractors, who support customer service calls, customer onboarding costs, banking infrastructure implementations, transaction monitoring and liquidity management as well as indirect costs incurred for fraud detection, compliance operations, regulatory services and maintenance costs related to our customer call center infrastructure.
Other operating expenses Other operating expenses mainly include compensation for our employees and subcontractors, who support customer onboarding and support needs, payment operations, compliance and risk monitoring activities as well as third party vendor costs incurred related to fraud detection capabilities, compliance operations, regulatory services, as well as maintenance costs related to our customer engagement center infrastructure.
This increase was driven primarily by an increase of $19.5 million in employee compensation, benefits and other employee-related expenses as a result of an increase in average employee headcount, a $2.1 million increase in information technology expenses, and a $1.7 million increase in third-party contractor expenses.
This increase was driven primarily by a $11.3 million rise in employee compensation, benefits and other employee-related expenses due primarily to a higher average employee headcount, a $3.0 million increase due to restructuring expenses, $5.3 million increase in information technology expenses, $7.3 million increase in third-party contractor expenses, and a $1.3 million increase in facilities costs.
As of December 31, 2024, a total of approximately $103.8 million remained available for future repurchases of our common stock under the program.
As of December 31, 2025, a total of approximately $192.1 million, net of accrued but unpaid excise taxes, remained available for future repurchases of our common stock under the program.
Our ability to innovate and grow is dependent, in part, on our ability to maintain and grow our partnership base. ​ 42 Table of Contents Expanding our Addressable Market and Driving Increased Adoption of our Financial Stack.
These partnerships enable us to offer better service to our customers and to cost-effectively acquire new customers. Our ability to innovate and grow is dependent, in part, on our ability to maintain and grow our partnership base. ​ Expanding our Addressable Market and Driving Increased Adoption of our Financial Stack.
Other operating expenses Other operating expenses were $169.6 million for the year ended December 31, 2024, an increase of $8.9 million, or 6%, compared to $160.6 million for the year ended December 31, 2023.
Other operating expenses Other operating expenses were $165.3 million for the year ended December 31, 2025, a decrease of $4.3 million, or 3%, compared to $169.6 million for the year ended December 31, 2024.
This increase was driven by an increase of $13.6 million in information technology expenses and an increase of $1.1 million in reserves related to ongoing regulatory matters, partially offset by a 45 Table of Contents decrease of $5.2 million in employee compensation, benefits and other employee-related expenses primarily due to a decrease in employee headcount.
This decrease was primarily driven by a $3.0 million reduction in third-party contractor expenses, a $3.0 million decrease in reserves related to ongoing regulatory matters, and a $1.9 million decrease in employee compensation, benefits and other employee-related expenses largely due to lower stock-based compensation expenses. These decreases were partially offset by an increase of $2.1 million in information technology expenses.
Loss contingencies: We are a party to certain legal and regulatory proceedings with respect to a variety of matters. We evaluate the likelihood of an unfavorable outcome of all legal or regulatory proceedings to which we are a party and accrue a loss contingency when the loss is probable and reasonably estimable.
We evaluate the likelihood of an unfavorable outcome of all legal or regulatory proceedings to which we are a party and accrue a loss contingency when the loss is probable and reasonably estimable. These judgments are subjective based on the status of the legal or regulatory proceedings, the merits of its defenses and consultation with in-house and external legal counsel.
These incentive structures can apply throughout the contract term or through only a portion of the term. While the revenues we generate directly from our marketplace relationships are not significant, material changes to the terms that govern these relationships or the termination of those relationships could materially impact our revenues, expenses, and earnings.
While the revenues we generate directly from our marketplace relationships are not significant, material changes to the terms that govern these relationships or the termination of those relationships could materially impact our revenues, expenses, and earnings. ​ 45 Table of Contents We benefit from a local presence and significant expertise in the markets in which our customers operate.
Cash Flows ​ The following table presents a summary of cash flows from operating, investing and financing activities for the following comparative periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, (in thousands) ​ 2024 2023 2022 Net cash provided by operating activities ​ $ 176,925 ​ $ 159,489 ​ $ 83,960 Net cash provided by (used in) investing activities ​ (1,961,267) ​ (44,254) ​ 5,734 Net cash provided by financing activities ​ 427,773 ​ 511,954 ​ 1,461,312 Effect of exchange rate changes on cash and cash equivalents ​ (3,588) ​ 4,458 ​ (2,719) Change in cash, cash equivalents, restricted cash and customer funds ​ $ (1,360,157) ​ $ 631,647 ​ $ 1,548,287 ​ Operating Activities Net cash provided by operating activities was $ 176.9 million for the year ended December 31, 2024, an increase of $ 17.4 million compared to $159.5 million for the year ended December 31, 2023.
Cash Flows ​ The following table presents a summary of cash flows from operating, investing and financing activities for the following comparative periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, (in thousands) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net cash provided by operating activities ​ $ 233,489 ​ $ 176,925 ​ $ 159,489 Net cash used in investing activities ​ (218,345) ​ (1,961,267) ​ (44,254) Net cash provided by financing activities ​ 738,041 ​ 427,773 ​ 511,954 Effect of exchange rate changes on cash and cash equivalents ​ 5,312 ​ (3,588) ​ 4,458 Change in cash, cash equivalents, restricted cash and customer funds ​ $ 758,497 ​ $ (1,360,157) ​ $ 631,647 ​ Operating Activities Net cash provided by operating activities was $ 233.5 million for the year ended December 31, 2025, an increase of $ 56.6 million compared to $176.9 million for the year ended December 31, 2024 Impact of net income - $48.0 million year over year decrease to operating cash flows This decrease was driven by a $48.0 million decrease in net income for the year ended December 31, 2025 compared to the prior year period, which was primarily a result of $75.1 million of growth in revenue that was outpaced by $99.4 million of growth in operating expenses, as well as a $24.1 million increase in tax expense, as discussed in the Results of Operations section above.
Some services, such as virtual commercial cards, typically generate higher transaction fees from a dollar of volume than if that same dollar was withdrawn to a customer’s bank account. ​ We generate significant revenues from interest earned on customer funds held on our platform.
Some services, such as our virtual commercial card offering, typically generate higher transaction fees from a dollar of volume than if that same dollar was withdrawn to a customer’s bank account. We also generate revenue from non-volume-based products and services which are based on a fixed fee.
We depreciate and amortize our assets on a straight-line basis in accordance with our accounting policies. Financial income (expense), net Financial income (expense), net includes gains (losses) from foreign exchange fluctuations. We conduct transactions worldwide and settle accounts with our financial intermediaries in various currencies.
Depreciation and amortization Depreciation and amortization consist primarily of amortization of intangible assets, internally developed software, and depreciation of our investments in property, equipment, and software. We depreciate and amortize our assets on a straight-line basis in accordance with our accounting policies. Financial income (expense), net Financial income (expense), net includes gains (losses) from foreign exchange fluctuations.
Income taxes Income tax expense was $18.3 million for the year ended December 31, 2024, a decrease of $20.9 million, or 53%, compared to $39.2 million for the year ended December 31, 2023.
Income taxes Income tax expense was $42.4 million for the year ended December 31, 2025, a n increase of $24.1 million, or 132%, compared to $18.3 million for the year ended December 31, 2024.
GAAP related to the measurement and recognition of revenue requires us to make judgments and estimates. Complex arrangements with nonstandard terms and conditions may require significant contract interpretation to determine the appropriate accounting. Specifically, the determination of whether we are a principal to a transaction (gross revenue) or an agent (net revenue) can require considerable judgment.
Revenue recognition: Application of the accounting principles in U.S. GAAP related to the measurement and recognition of revenue requires us to make judgments and estimates. Complex arrangements with nonstandard terms and conditions may require significant contract interpretation to determine the appropriate accounting.
Transaction costs are primarily driven by volume and number of transactions and generally increase as volume and number of transactions increase, while certain of our products and services, such as our commercial card or checkout product, certain billing services and increases in flows in certain markets drive higher transaction costs. 43 Table of Contents We are exposed to potential transaction losses such as credit or debit collections losses, recalled payments, card negative balances and chargebacks and capital advance losses.
Transaction costs are primarily driven by volume and number of transactions and generally increase as volume and number of transactions increase, while certain of our products and services, such as our commercial card or Checkout product, and certain billing services in certain markets incur higher transaction costs.
Sales and marketing expenses Sales and marketing expenses consist of costs for business development, customer success, product launch costs, marketing and advertising costs, retention costs and certain customer acquisition costs and includes employee compensation and related costs. General and administrative expenses General and administrative expenses consist primarily of compensation, benefits and overhead expenses associated with corporate management.
Sales and marketing expenses Sales and marketing expenses consist of costs for business development, customer success, product launch costs, marketing and advertising costs, retention costs, customer acquisition costs paid to customers, marketplaces and third parties and includes employee compensation and related costs.
These costs are included in transaction costs. We record an allowance for estimated losses arising from the above scenarios as well as doubtful capital advances.
We are exposed to potential transaction losses such as credit or debit collections losses, recalled payments, card negative balances, chargebacks and capital advance losses. These costs are included in transaction costs. We record an allowance for estimated losses arising from the above scenarios as well as doubtful capital advance collections.
We benefit from a local presence and significant expertise in the markets in which our customers operate. We collaborate with many partners around the world, including local logistics firms, accounting firms, marketing companies and others, and these serve as a valuable acquisition channel for our business.
We collaborate with many partners around the world, including local logistics firms, accounting firms, marketing companies, incorporation services providers and others, and these serve as a valuable acquisition channel for our business. We also integrate our services into software platforms, including accounting software providers, and with banks and other local payment providers.
Interest income (expense) from corporate cash and cash equivalents deposited in our accounts is also included under financial income (expense), net, which vary based on cash and cash equivalents balances, and based on market rates. In addition, as a result of the reverse recapitalization transaction we completed with FTAC Olympus Acquisition Corp.
We conduct transactions worldwide and settle accounts with our financial intermediaries in various currencies. Interest income (expense) from corporate cash and cash equivalents deposited in our accounts is also included under financial income (expense), net, which vary based on cash and cash equivalents balances, and based on market rates.
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 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.
The amended authorization expires on December 31, 2025. During the year ended December 31, 2024, we repurchased 24,807,647 shares of our common stock for approximately $136.8 million, of which $0.8 million was not yet settled at period end.
The effective date of the amended authorization was August 6, 2025, and the amended authorization expires on December 31, 2027. 50 Table of Contents During the year ended December 31, 2025, we repurchased 27,249,432 shares of our common stock for approximately $175.1 million, including taxes and fees, of which $1.75 million was not yet settled at period end.
Volume serves as a key metric for overall business activity, as growing volume is one of the primary drivers for our revenue growth. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, (in millions) ​ 2024 2023 2022 Volume ​ $ 80,062 ​ $ 66,020 ​ $ 59,729 ​ Volume grew 21% for the year ended December 31, 2024 compared to the year ended December 31, 2023, driven by a combination of continued growth in volumes from SMBs selling on marketplaces, strong growth in volume from B2B SMBs, and continued strength in volumes processed for enterprise partners, including in the travel segment.
(1) Orchestration transactions ceased in 2023 and were related to our 2020 acquisition of optile GmbH. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, (in millions) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Volume ​ $ 87,503 ​ $ 80,062 ​ $ 66,020 ​ Volume grew 9% for the year ended December 31, 2025 compared to the year ended December 31, 2024, driven by growth in volumes processed for enterprise partners, including in the travel segment, strong growth in volume from B2B SMBs, and continued growth in volumes from SMBs selling on marketplaces.
Our long-term strategy is centered on growing the number of customers on our platform who fit our ideal customer profile, namely – those who are customers that have on average over $500 a month in volume and were active over the trailing twelve-month period, and on increasing the revenue we earn from each customer.
Our long-term strategy is centered on growing the number of customers on our platform who fit our target economic and risk profile, and on increasing the revenue we earn from each customer.
This also includes, among other things, directors’ and officers’ liability insurance, director fees, internal and external accounting and legal and administrative resources, including audit and legal fees. Depreciation and amortization Depreciation and amortization consist primarily of amortization of intangible assets, internally developed software, and depreciation of our investments in property, equipment, and software.
General and administrative expenses General and administrative expenses consist primarily of compensation, benefits and overhead expenses associated with corporate management. This also includes, among other things, directors’ and officers’ liability insurance, director fees, internal and external accounting and legal and administrative resources, including audit and legal fees.
(“FTOC”) in 2021, we assumed public warrants that were exercisable for shares of our common stock.
In addition, as a result of the reverse recapitalization transaction we completed with FTAC Olympus Acquisition Corp. (“FTOC”) in 2021, we assumed public warrants that were exercisable for shares of our common stock.
Liquidity and Capital Resources The following discussion of our liquidity and capital resources is based on the financial information derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 46 Table of Contents We believe our existing cash and cash equivalents and cash flows from operating activities will be sufficient to meet our operating working capital, share repurchase and capital expenditure requirements for at least the next twelve months.
We believe our existing cash and cash equivalents and cash flows from operating activities will be sufficient to meet our operating working capital, share repurchase and capital expenditure requirements for at least the next twelve months.
Depreciation and amortization expenses Depreciation and amortization expenses were $47.3 million for the year ended December 31, 2024, an increase of $19.5 million, or 70%, compared to $27.8 million for the year ended December 31, 2023. The increase was driven primarily by an increase in amortization of internal use software costs.
Depreciation and amortization expenses Depreciation and amortization expenses were $65.6 million for the year ended December 31, 2025, an increase of $18.3 million, or 39%, compared to $47.3 million for the year ended December 31, 2024.
This increase was driven mainly by an increase of $4.5 million in M&A related expenses, an increase of $3.5 million in third-party consultancy expenses, and $1.8 million in expense related to the fair value adjustment of a liability related to our 2024 acquisition of Skuad.
These increases were partially offset by a $5.0 million decrease in M&A related consultancy expenses, a $1.5 million decrease in donations, and a $1.1 million reduction related to the fair value adjustment of a liability related to our 2024 acquisition of Skuad.
The state of the ongoing conflict remains highly uncertain and could worsen or expand which could, in turn, further impact economic conditions in Israel and in the broader region. At this time, it is difficult to assess the impact the war may have on our future results of operations.
Despite the recent ceasefire, the volatility in the region is high, and the state of the conflict remains highly uncertain and could reignite, worsen or expand which could, in turn, further impact economic conditions in Israel and in the broader region.
We have developed and implemented 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. During 2022, we ceased to provide services to customers in Russia and have limited our payment services to Belarus customers.
We do not provide services to customers in Russia, and we have limited our payment services to Belarus customers. We maintain a robust transaction monitoring program designed to comply with imposed sanctions. Our revenues in Ukraine have remained relatively stable as a percentage of our business.
The remaining increase in revenues was driven by an increase of $26.2 million in interest income earned on customer balances resulting from modestly higher interest rates and an increase in customer balances held on our platform compared to the prior year period.
This increase in revenues was partially offset by a decrease of $25.2 million in interest income earned on customer balances 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. ​ 48 Table of Contents Transaction costs Transaction costs were $165.2 million for the year ended December 31, 2025, an increase of $13.1 million, or 9%, compared to $152.1 million for the year ended December 31, 2024.
Financial income (expense), net Financial expense, net was $9.6 million for the year ended December 31, 2024, a change of $38.5 million compared to $28.9 million in income for the year ended December 31, 2023.
The increase was primarily driven by higher amortization of internal use software costs, consistent with increased internal-use software capitalized. 49 Table of Contents Financial income (expense), net Financial expense, net was $9.0 million for the year ended December 31, 2025, a change of $0.6 million or 5% compared to $9.6 million in financial expense, net for the year ended December 31, 2024.
In 2024, we have seen e-commerce growth accelerate, as macroeconomic conditions and consumer sentiment have improved. For the years ended December 31, 2024, 2023 and 2022, total volume increased by 21%, 11% and 8% on a year-over-year basis, respectively. Multiple Acquisition Channels Allow Us to Add Customers, Including Those That Meet Our Ideal Customer Profile.
In 2025 we have seen slower growth in e-commerce relative to 2024, due to more volatile macro-economic and trade conditions, softer consumer spending and weaker consumer sentiment. For the years ended December 31, 2025, 2024 and 2023, total volume increased by 9%, 21% and 11% on a year-over-year basis, respectively.
As additional information becomes available, we reassess the potential liability related to pending claims, litigation, or other enforcements and may revise our estimates. Due to the inherent uncertainties of the legal and regulatory process in the multiple jurisdictions in which we operate, our judgments may differ materially from the actual outcomes.
Because of uncertainties related to these matters, accruals are based only on the best information available at the time. As additional information becomes available, we reassess the potential liability related to pending claims, litigation, or other enforcements and may revise our estimates.
Additionally, our technology infrastructure has redundancy in place outside of Israel. Approximately 55% of our global employee base is located in Israel, including approximately 78% of our research and development resources. At this time, an insignificant portion of our Israeli workforce have been called to military reserve duty and we have contingencies in place to cover impacted roles and responsibilities.
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.
We have continued to provide services to customers located in Ukraine and our revenues in Ukraine have remained relatively stable. For the years ended December 31, 2024 and 2023, Ukraine and Belarus, combined, accounted for less than 10% of our revenue, of which Belarus accounted for less than 1% of our revenue, respectively.
For the years ended December 31, 2025, 2024 and 2023 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.
Financing Activities Net cash provided by financing activities was $427.8 million for the year ended December 31, 2024, a decrease of $84.2 million compared to net cash provided by financing activities of $512.0 million for the year ended December 31, 2023.
Financing Activities Net cash provided by financing activities was $738.0 million for the year ended December 31, 2025, an increase of $310.3 million compared to net cash provided by financing activities of $427.8 million for the year ended December 31, 2024. This increase was primarily driven by a $344.6 million rise in customer balances held on our platform.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−1 removed4 unchanged
Biggest changeOur foreign currency exposure also includes currencies in which our customer funds are held, or in which they are withdrawn or utilized, and may be subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, British Pound, Japanese Yen, Chinese Yuan, Canadian Dollar, New Israeli Shekel, Philippine Peso, Indian Rupee, Mexican Peso, Pakistani Rupee, South Korean Won, Malaysian Ringgit, Saudi Riyal, Thai Baht, Turkish Lira, and Hong Kong Dollar.
Biggest changeA hypothetical 10% strengthening or weakening of the U.S. dollar against the New Israeli Shekel would have had a material impact on unrealized gains (losses) recognized in AOCI at December 31, 2025. 57 Table of Contents Our foreign currency exposure also includes currencies in which our customer funds are held, or in which they are withdrawn or utilized, and may be subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, British Pound, Japanese Yen, Chinese Yuan, Canadian Dollar, New Israeli Shekel, Philippine Peso, Indian Rupee, Mexican Peso, Pakistani Rupee, South Korean Won, Australian Dollar, Turkish Lira, and Polish Zloty.
Interest Rate Sensitivity The majority of our cash and cash equivalents and assets underlying customer funds were held in cash deposits and money market funds as of December 31, 2024, the fair value of which would not be materially affected by either an increase or decrease in interest rates, due mainly to the relatively short-term nature of these instruments.
Interest Rate Sensitivity The majority of our cash and cash equivalents and assets underlying customer funds were held in cash deposits and money market funds as of December 31, 2025, the fair value of which would not be materially affected by either an increase or decrease in interest rates, due mainly to the relatively short-term nature of these instruments.
As of the years ended December 31, 2024 and 2023, respectively, a hypothetical 10% increase or decrease in current exchange rates could have a material impact on our financial results. In addition, some of our services include the opportunity for Payoneer to generate revenues from foreign exchange transactions as part of the payment delivery process.
As of the years ended December 31, 2025 and 2024, respectively, a hypothetical 10% increase or decrease in current exchange rates could have a material impact on our financial results. In addition, some of our services include the opportunity for Payoneer to generate revenues from foreign exchange transactions as part of the payment delivery process.
Our ability to generate such revenues is partially dependent on external factors such as market conditions, applicable regulations and our ability to negotiate with third-party financial institutions. The impact of these efforts to optimize foreign exchange can be material to revenues and earnings. ​ ​ 53 Table of Contents
Our ability to generate such revenues is partially dependent on external factors such as market conditions, applicable regulations and our ability to negotiate with third-party financial institutions. The impact of these efforts to optimize foreign exchange can be material to revenues and earnings. ​ ​ 58 Table of Contents
The Company has entered into interest rate floor contracts with respect to $1.9 billion in customer funds to limit the potential risk declining interest rates would have on our revenues from interest income, though as of the years ended December 31, 2024 and 2023, respectively, a hypothetical 1% increase or decrease in interest rates could have a material effect on our revenues and earnings.
The Company has entered into interest rate floor contracts with respect to $2.2 billion in customer funds to limit the potential impact declining interest rates would have on our revenues from interest income, though as of the year ended December 31, 2025, a hypothetical 1% increase or decrease in interest rates could have a material effect on our revenues and earnings.
Removed
A hypothetical 10% strengthening or weakening of the U.S. dollar against the New Israeli Shekel would have had a material impact on unrealized gains (losses) recognized in AOCI at December 31, 2024.

Other PAYO 10-K year-over-year comparisons