Every material Form 8-K Payoneer Global has filed with the SEC since May 29, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Payoneer reported third-quarter 2026 revenue of $276.9 million, up 2% from a year earlier, and net income of $14.9 million, up 6%. Diluted earnings per share were $0.04, unchanged from the prior year, and adjusted EBITDA fell 4% to $68.3 million. The company is still working toward the Nuvei merger, which it targets to close in mid-2027.
Revenue excluding interest income was $222.2 million, up 5% year-over-year; interest income fell 8% to $54.7 million.
Volume rose 13% to $25.3 billion, with B2B volume up 59% to $5.0 billion.
Adjusted EBITDA was $68.3 million, down 4% from $71.3 million a year earlier.
Shareholders approved the Nuvei merger agreement on September 14, 2026; the targeted close is mid-2027, pending regulatory approvals.
Payoneer director Barak Eilam resigned from the board and its Audit and Risk Committees, effective October 5, 2026, and the board size was set at seven members. The company also disclosed a $5,250,000 cash retention award for Chief Legal and Governance Officer Tsafi Goldman, tied to the pending merger agreement dated June 12, 2026.
Barak Eilam notified the company of his resignation on October 2, 2026, effective October 5, 2026
Eilam also left the Audit Committee and Risk Committee; board size fixed at seven members
Tsafi Goldman to receive a $5,250,000 cash retention award, to be granted in February 2027
Award vests in two equal installments: at Closing and on the first anniversary of Closing
Payoneer reported second-quarter 2026 revenue of $274.3 million, up 5% year over year, but swung to a net loss of $2.4 million from net income of $19.5 million a year earlier. The company also withdrew its 2026 financial outlook and medium- and long-term targets and suspended earnings calls because of its pending $7.40-per-share cash acquisition by Nuvei, which shareholders would receive if the deal closes.
Revenue excluding interest income rose 10% to $222.2 million; interest income fell 11% to $52.1 million.
Net loss was $2.4 million, compared with net income of $19.5 million in Q2 2025; M&A-related expenses were $13.5 million.
Adjusted EBITDA rose 7% to $71.4 million; volume grew 15% to $23.7 billion, with B2B volume up 48%.
Financial outlook for 2026 was withdrawn; the Nuvei deal is expected to close in mid-2027, subject to shareholder and regulatory approvals.
Payoneer Global agreed on June 12, 2026 to be acquired by Nuvei in an all-cash merger valued at about $2.75 billion in equity. Payoneer stockholders would receive $7.40 per share, and the deal requires stockholder approval, regulatory clearances and other customary conditions before closing, which the companies expect in mid-2027.
Merger consideration is $7.40 per share in cash, representing a total equity value of approximately $2.75 billion
Payoneer would owe Nuvei a $89 million termination fee in certain circumstances, while Nuvei would owe Payoneer $165 million if it fails to close when required
Closing requires approval by a majority of Payoneer's outstanding common stock and clearance under the Hart-Scott-Rodino Act and other approvals; the agreement can be terminated if the merger is not completed by June 12, 2027, subject to a
Payoneer's board has unanimously approved the merger and recommends that stockholders adopt the agreement
Payoneer reported first-quarter 2026 revenue of $261.6 million, up 6% from a year earlier, with revenue excluding interest income up 11%. Net income fell 5% to $19.6 million, though diluted earnings per share rose to $0.06 from $0.05, and the company raised its full-year 2026 guidance. For shareholders, the guidance increase and higher share repurchases are the main changes in the filing.
Q1 2026 revenue was $261.6 million, up 6% year over year; revenue excluding interest income was $210.1 million, up 11%
Interest income fell 11% to $51.5 million; net income was $19.6 million versus $20.6 million, and adjusted EBITDA was $69.4 million, up 6%
2026 guidance: revenue of $1,100 million to $1,140 million and adjusted EBITDA of $285 million to $295 million
Share repurchases totaled $74 million in Q1 2026, compared with $17 million in Q1 2025
Payoneer reported fourth-quarter and full-year 2025 results on February 26, 2026. Revenue rose in both periods, but full-year net income fell 40% to $73.2 million, and the company guided 2026 revenue to $1,090 million to $1,130 million and adjusted EBITDA to $275 million to $285 million. For shareholders, sales growth came with lower full-year profit, and the 2026 revenue guidance includes a 300 basis point estimated headwind from customer portfolio changes.
Q4 2025 revenue was $274.7 million, up 5% from $261.7 million, and Q4 net income was $19.0 million, up 5% from $18.2 million.
Full-year 2025 net income was $73.2 million, down 40% from $121.2 million, while revenue ex. interest income rose 14% to $821.2 million.
2026 guidance: revenue of $1,090 million to $1,130 million and adjusted EBITDA of $275 million to $285 million, including a 300 basis point estimated headwind from customer portfolio optimization.
The company repurchased $175 million of shares in 2025, according to CEO John Caplan.
Payoneer's Compensation Committee adopted an Executive Change in Control Severance Plan on November 28, 2025, covering executives including named executive officers. The plan provides cash, health coverage and equity vesting if a participant is terminated without cause or resigns for good reason after a change in control, and the CEO and CFO will not participate.
Plan adopted by the Compensation Committee on November 28, 2025; participation requires a participation agreement and a separation and release agreement.
Benefits include a lump sum equal to annual base salary plus annual target bonus, and up to twelve months of medical and dental coverage at active employee rates.
Time-vesting equity awards vest immediately; performance awards follow their award agreements, with time-vesting deemed satisfied at termination.
The CEO and CFO will not participate and keep existing severance rights under their employment agreements.
Payoneer reported third quarter 2025 results on November 5, 2025, with revenue up 9% to $270.9 million, while net income fell 66% to $14.1 million. The company raised its 2025 revenue guidance to $1,050 million-$1,070 million and its adjusted EBITDA guidance to $270 million-$275 million. For shareholders, revenue growth and higher guidance are offset by lower net income and diluted earnings per share of $0.04, down from $0.11.
Revenue of $270.9 million in Q3 2025, up 9% from $248.3 million a year earlier; revenue excluding interest income rose 15%.
Net income of $14.1 million, down 66% from $41.6 million, with tax expense of $16.4 million compared with a tax benefit of $19.5 million a year earlier.
Adjusted EBITDA of $71.3 million, up 3% from $69.3 million.
2025 guidance: revenue of $1,050 million-$1,070 million and adjusted EBITDA of $270 million-$275 million.
Payoneer reported second quarter 2025 revenue of $260.6 million, up 9% year over year, with revenue excluding interest income at a record $202.3 million, up 16%. Net income fell 40% to $19.5 million, and diluted earnings per share were $0.05 versus $0.09 a year earlier. The company reinstated its 2025 guidance and raised its share repurchase authorization to $300 million, which runs through December 31, 2027.
Q2 2025 revenue $260.6 million, up 9% year over year; net income $19.5 million, down 40%; adjusted EBITDA $66.4 million, down 9%
2025 guidance reinstated: revenue $1,040 million to $1,060 million; adjusted EBITDA $260 million to $275 million
Share repurchase authorization increased to $300 million, effective August 6, 2025, running through December 31, 2027
Accelerated share repurchases of $33 million in the quarter at a weighted average price of $6.80
At its June 10, 2025 annual meeting, Payoneer stockholders elected Class I directors Barak Eilam and Rich Williams, and ratified Kesselman & Kesselman as auditor for fiscal 2025. Williams was appointed Chair of the Board and Eilam was appointed to the Audit Committee, both effective at the meeting. The vote on Proposals 4 and 5, which would phase out the classified board and eliminate supermajority voting requirements, was not concluded and will resume on June 16, 2025.
Barak Eilam received 239,808,349 votes for and 552,642 withheld; Rich Williams received 237,476,473 for and 2,884,518 withheld.
Stockholders ratified the auditor with 291,336,531 votes for and 3,315,978 against.
The advisory vote on named executive officer compensation passed with 222,628,465 for and 17,609,302 against.
Proposals 4 and 5 resume at 8:30 a.m. Eastern Time on June 16, 2025.
Payoneer reported first-quarter 2025 revenue of $246.6 million, up 8% from a year earlier, while net income fell 29% to $20.6 million. The company suspended its previously issued full-year 2025 guidance, citing macroeconomic uncertainty, so shareholders no longer have a company forecast for the year.
Revenue was $246.6 million, up 8% year over year; revenue excluding interest income was $188.6 million, up 16%.
Net income was $20.6 million versus $29.0 million a year earlier; diluted EPS was $0.05 versus $0.08.
Adjusted EBITDA was $65.4 million, flat year over year, and interest income fell 11% to $58.0 million.
Full-year 2025 guidance was suspended, with the company citing the current macroeconomic uncertainty.
Payoneer reported fourth-quarter and full-year 2024 results on February 27, 2025. Full-year revenue rose 18% to $977.7 million and net income rose 30% to $121.2 million, but fourth-quarter net income fell 33% to $18.2 million. For 2025, the company guided to revenue of $1.04 billion to $1.05 billion and adjusted EBITDA of $255 million to $265 million.
Q4 2024 revenue was $261.7 million, up 17% year over year; Q4 net income was $18.2 million, down 33%.
Full-year 2024 revenue was $977.7 million (up 18%), net income $121.2 million (up 30%) and adjusted EBITDA $270.6 million (up 32%).
2025 guidance: revenue of $1.04 billion to $1.05 billion, adjusted EBITDA of $255 million to $265 million, and transaction costs of about 18.0% of revenue.
In 2024 the company repurchased $137 million of shares at a weighted average price of $5.50; the China acquisition is expected to close in the first half of 2025.
Payoneer's board increased its size from nine to ten members and appointed Barak Eilam, former CEO of NICE Ltd., as a Class I director effective February 19, 2025. The company also amended its bylaws to allow up to 10 directors. The filing reports no financial results, and Mr. Eilam will receive restricted stock units vesting at the 2025 Annual Meeting of Stockholders.
Barak Eilam appointed as a Class I director effective February 19, 2025, with a term expiring at the 2025 Annual Meeting of Stockholders
Board size increased from nine to ten members; bylaws amended on February 19, 2025
Mr. Eilam led NICE Ltd. as CEO from 2014 until December 2024
Equity grant of restricted stock units vests on the date of the 2025 Annual Meeting, under the Director Compensation Plan adopted February 5, 2025
Payoneer reported third quarter 2024 revenue of $248.3 million, up 19% from a year earlier, and net income of $41.6 million, up from $12.8 million. The company raised its full-year 2024 guidance to revenue of $950 million to $960 million and adjusted EBITDA of $255 million to $265 million.
Q3 2024 adjusted EBITDA was $69.3 million, up 19% from $58.2 million a year earlier.
Net income included a $19.5 million tax benefit and a $14.7 million loss on warrant repurchase and redemption.
Volume was $20.4 billion, up 25% year-over-year, with B2B volume up 57%.
Share repurchases totaled $21 million at a weighted average price of $5.67, and all 25 million public warrants were repurchased for $21 million.
Payoneer reported second-quarter 2024 revenue of $239.5 million, up 16% year-over-year, and raised its 2024 guidance. Net income fell 29% to $32.4 million, which shareholders should weigh against the revenue and adjusted EBITDA gains. The company also acquired Skuad on August 5 for $61 million in cash, plus up to $20 million in contingent payments.
Q2 2024 revenue was $239.5 million, up 16% from $206.7 million a year earlier
Net income was $32.4 million, down 29% from $45.5 million; adjusted EBITDA was $72.8 million, up 30%
2024 revenue guidance is $920 million to $930 million; adjusted EBITDA guidance is $225 million to $235 million
Skuad was acquired on August 5 for $61 million cash, subject to adjustments, plus up to $20 million in contingent payments
Payoneer announced that Chief Operating Officer Arnon Kraft is expected to leave the role on June 30, 2024, with his employment continuing in a non-executive capacity through March 31, 2025. The separation agreement sets out salary continuation, a bonus eligibility of seventy-five percent of his 2024 target, and restrictive covenants, which matters to shareholders as a change in the company's senior operations leadership.
Arnon Kraft expected to cease serving as Chief Operating Officer on June 30, 2024
Kraft remains employed as a non-executive employee through March 31, 2025, including supporting transition activities
Separation terms include eligibility for 75% of his 2024 target annual bonus and continued equity vesting through the departure date
Payments are conditioned on a release of claims and restrictive covenants, including 6-month non-compete and 12-month non-solicitation
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