Payoneer Global Inc. Stock Compensation Disclosure

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NOTE 22 – STOCK-BASED COMPENSATION

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Option and restricted stock compensation plans

The Company maintains three stock-based compensation incentive plans: the Payoneer Inc. 2007 Share Incentive Plan and the Payoneer Inc. 2007 U.S. Share Incentive Plan (hereafter together – the “2007 Plan”), the Payoneer Inc. 2017 Stock Incentive Plan (hereafter – the “2017 Plan”) and the 2021 Omnibus Incentive Plan (the “2021 Plan”).

Under each of the plans, no options shall be exercisable after the expiration of 10 years after the effective date of grant.

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NOTE 22 – STOCK-BASED COMPENSATION (continued):

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Options

As of December 31, 2025, 6,985,323 options are outstanding under the Plans. Each option can be exercised to purchase one share of Common Stock par value USD 0.01 each of the Company. The Company has approved the grant of the following stock options:

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The vesting period of the outstanding options is generally 4 years from the date of grant. The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted by the Company. The years ended December 31, 2025 and 2023 are excluded from this table as there were no new options granted by the Company in these periods:

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The Company selected the Black-Scholes Merton option pricing model as the most appropriate fair value method for its stock options awards based on the market value of the underlying shares at the date of grant. Historical information for a selection of similar publicly traded companies was the basis for the expected volatility. Historical information and management expectations were the basis for the expected dividend yield. The expected lives of the options are based upon the simplified method per ASC 718, Compensation – Stock Compensation. The risk-free interest rate was selected based upon yields of U.S. Treasury issues with a term equal to the expected life of the option being valued. Option vesting generally occurs in tranches up to four years.

As of December 31, 2025, there were approximately $1,856 of unrecognized compensation costs outstanding, related to unamortized stock option compensation which are expected to be recognized over a weighted-average period of 1.56 years. Total unrecognized compensation cost will be recognized as incurred. In addition, as future grants are made, additional compensation costs will be incurred.

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NOTE 22 – STOCK-BASED COMPENSATION (continued):

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The following table presents a summary of stock option activity for the year ended December 31, 2025:

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The aggregate intrinsic value of options exercised was $18,546, $76,287 and $25,246 for the  years ended December 31, 2025, 2024 and 2023, respectively. In 2025, 2024 and 2023, the Company has received a tax benefit of $52, $636 and $1,201, respectively, in excess of the tax benefit based on the intrinsic value on date of issuance of the stock-based compensation, respectively.

Restricted and Performance Stock Units

The cost of RSUs granted is determined using the fair market value of the Company’s common stock on the date of grant. PSUs are accounted for using the grant date fair value method, based on the grant date share price.

The following table summarizes the RSUs and PSUs activity under the 2017 Plan and the 2021 Plan and other business arrangements associated with business acquisitions as of December 31, 2025:

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In the year ended December 31, 2025, the Company granted a total of 8,175,655 RSUs, under the Company’s Omnibus Stock Incentive Plan, which are subject to time-vesting and continued service conditions. In the same period, the Company granted 895,103 PSUs under the same Plan, which are subject to time-vesting, continued service conditions and achievement of certain Company performance goals.

The total vesting-date value of equity classified RSUs vested during 2025 was $92,393. As of December 31, 2025, the unrecognized compensation cost related to all unvested equity classified RSUs of $123,365 is expected to be recognized as an expense on a straight-line basis over a weighted-average period of 1.81 years.

The Company withholds common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of restricted stock units under its equity incentive plans in the United States. During the year ended December 31, 2025, the Company withheld 1,999,690 shares for $15,726 During the year ended December 31, 2024, the Company withheld 2,253,817 shares for $16,068. RSU vesting is shown net of this withholding on the consolidated statements of shareholders’ equity and cash flows.

NOTE 22 – STOCK-BASED COMPENSATION (continued):

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The Company collects cash from proceeds from certain international employees’ sales of common stock. The amount is held in a Company bank account until it is remitted to the employees. Due to the restrictions on the use of the funds in the bank account, the Company has classified the amount as short-term restricted cash, and a corresponding liability is included in Other payables in the consolidated balance sheets. As of December 31, 2025, $361 of such funds were held.

In 2025, 2024 and 2023, the Company has received a tax benefit of $4,436, $1,539 and $0, respectively, in excess of the tax benefit based on the intrinsic value on date of issuance of the stock-based compensation, respectively.

Employee Stock Purchase Plan  

The Company initiated, on May 16, 2022, the first offering period under the ESPP, the purpose of which is to provide employees of the Company and its designated subsidiaries with an opportunity to purchase Company Common Stock at a discount through payroll deductions and to help eligible employees provide for their future security and to encourage them to remain in the employment of the Company.

Each eligible employee enrolling for any offering period under the ESPP is required to designate a whole percentage of their monthly payroll to be withheld by the Company or the designated subsidiary employing such eligible employee on each payday during the applicable offering period. The designated deduction percentage may not be less than 1% and may not be more than 15% of the employee’s salary subject to a maximum of $25 per year, unless otherwise determined by the Company for any specific offering period. Any offering period is comprised of one or more 6 months’ purchase periods, at the last trading day of each (a “Purchase Date”), the Company will use the total amount deducted from each participant, subject to quantity limitations determined by the Company for such offering period, to issue such participant with such number of Company shares based on a purchase price which shall not be less than 85% of the closing sales price for a Company share on the first trading day of the applicable offering period or on the relevant Purchase Date, whichever is lower.

During the year ended December 31, 2025, employees participating in the ESPP purchased 678,351 shares at a per share price of $5.79 when the November 30, 2024 to May 30, 2025 offering period closed, and 610,185 shares at a per share price of $4.91 when the May 31, 2025 to November 29, 2025 offering period closed.

During the year ended December 31, 2024, employees participating in the ESPP purchased 697,263 shares at a per share price of $4.68 when the November 16, 2023 to May 15, 2024 offering period closed, and 574,487 shares at a per share price of $4.98 when the May 16, 2024 to November 15, 2024 offering period closed.

During the year ended December 31, 2023, employees participating in the ESPP plan purchased 1,032,434 shares at a per share price of $3.90 when the November 16, 2022 to May 15, 2023 offering period closed, and 821,184 shares at a per share price of $3.77 when the May 16, 2023 to November 15, 2023 offering period closed.

As of December 31, 2025, approximately 2,209,721 shares were reserved for future issuance under the ESPP, and the current offering period, which opened on November 30, 2025, is expected to close on May 30, 2026. The fair value attributable to the plan was $1,450 and $1,587 for the offering periods beginning on November 30, 2025 and May 31, 2025, respectively and was measured using the Black-Scholes pricing model.

As of December 31, 2024, approximately 3,498,257 shares were reserved for future issuance under the ESPP. The fair value attributable to the plan was $1,585, and $1,134 as of the beginning of the November 30, 2024, and May 16, 2024 offering periods, respectively, and was measured using the Monte Carlo model.

As of December 31, 2023, approximately 4,770,007 shares were reserved for future issuance under the ESPP. The fair value attributable to the plan was $1,212, and $1,688 as of the beginning of the November 16, 2023, and May 16, 2023 offering periods, respectively, and was measured using the Monte Carlo model.

The expense associated with the ESPP recognized during the years ended December 31, 2025, 2024 and 2023 was $2,978, $2,149 and $3,321, respectively.

NOTE 22 – STOCK-BASED COMPENSATION (continued):

Options, RSUs, PSUs, and ESPP

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The Company records stock-based compensation expense for its equity incentive plans and other stock-based consideration arrangements associated with business acquisitions in accordance with the provisions of the authoritative accounting guidance, which requires the measurement and recognition of compensation expense based on estimated fair values.

The impact on the Company’s results of operations of recording stock-based compensation expense under its equity incentive plans and other stock-based consideration arrangements associated with business acquisitions, including the ESPP, were as follows:

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The Company capitalized $2,336, $3,149 and $3,650 in stock-based compensation costs as part of internal use software during the years ended December 31, 2025, 2024 and 2023, respectively.