Payoneer Global Inc. (PAYO)

CIK: 0001845815. SIC: 7389 Services-Business Services, NEC. Latest 10-K as of: 2026-02-26.

SIC breadcrumb: Services > Business Services > SIC 7389 Services-Business Services, NEC

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1845815. Latest filing source: 0001104659-26-020487.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001845815.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001845815.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001104659-26-057109.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Throughout this section, unless otherwise noted, “we”, “us”, “our”, “Payoneer”, and the “Company” refer to Payoneer Global Inc.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis, including information with respect to our future performance, liquidity and capital resources, and general and administrative functions, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Note on Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Payoneer is a financial technology company purpose-built to enable the world’s small and medium-sized businesses (“SMB(s)”) to grow and operate their businesses around the world by reliably and securely connecting them to the global digital economy. 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. 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.

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’s global platform is built with a focus on security, stability and redundancy. The Company leverages close to 100 banking and payment service providers globally to support transactions in over 7,000 trade corridors and enable same-day and real-time settlement in over 150 countries.

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. Customers include goods exporters selling cross-border to consumers and other businesses, services companies exporting their capabilities to international clients, independent professionals, creators, contractors, and business owners capitalizing on the digitization of the workplace and remote work, vacation rental hosts, and businesses working with suppliers and vendors in different countries. 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. 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.

Our customers have trusted the Payoneer platform to process $22.8 billion and $19.7 billion in volume during the three months ended March 31, 2026 and 2025, respectively.

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.

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PAYONEER GLOBAL INC.

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Key Developments and Trends

Macroeconomic Conditions

We are focused on executing our strategy for growth and capturing the long-term opportunity of serving cross-border SMBs from around the world. However, 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, evolving changes in global trade policies (including the imposition of tariffs), local political instability, global health crises, supply chain dislocations, regional and other conflicts, including the ongoing war in Ukraine, the U.S. and Israel’s war with Iran, Israel’s other conflicts in the Middle East and the volatility in the region, and disruptions and instability and regulatory changes in the banking sector 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. For example, the imposition of significant trade policy measures and tariffs by the U.S. government, including but not limited to tariffs on China, has introduced increased uncertainty and potential risks and opportunities for both our customers and our business. The long-term effects of these and any future trade actions on the global economy and our business remain uncertain. These developments could have a material adverse impact on our financial results in any given reporting period. We continue to monitor evolving trade policies and will evaluate potential impacts on our financial statements as more information becomes available.

Although the timing, magnitude and changes in interest rates remains uncertain, a decline in interest rates would negatively impact our interest income. In response, to reduce our sensitivity to declines in short term interest rates we have invested $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 $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.

Impact of 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. Conflicts between Israel and Hezbollah, Iran and other proxies of the Iranian regime, however, continued into 2026, including the U.S. and Israel’s war with Iran that broke out in February 2026. During the ongoing conflicts in the region, we continued to operate our business and serve our customers around the world and, to date, our ability to support customers has not been materially impacted. We continue to monitor the situation closely and benefit from our broad geographic footprint, partially outsourced operations model, and a robust business continuity plan. Additionally, our technology infrastructure has redundancy in place outside of Israel. Approximately 49% of our global employee base is located in Israel, including approximately 77% of our research and development resources, as of March 31, 2026. 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.

Our revenue derived from customers based in Israel was insignificant for both the three months ended March 31, 2026 and 2025, respectively, and is included within revenues from Europe, Middle East, and Africa within Note 15 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

The volatility in the region remains high, and the state of the conflict continues to evolve, which could continue to adversely affect economic conditions in Israel and in the broader region, and could impact revenues from customers located in Israel. At this time, it is difficult to assess the full impact that the ongoing regional conflicts may have on our future results of operations. Any escalation, expansion, or a prolonged continuation of the conflicts, including a prolonged period of disruption in global oil supply, has the potential to impact our operations as well as negatively impact the broader global economy, including the e-commerce sector, and may have a material adverse effect on the results of our operations.

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PAYONEER GLOBAL INC.

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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. 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 and to monitor the impact the conflict may have on our results of operations. Our revenues in Ukraine have remained relatively stable as a percentage of our business. For the three months ended March 31, 2026, 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.

Mergers & Acquisitions

On January 19, 2026, the Company acquired a controlling equity interest and all of the voting shares of Boundless Technologies Limited, an Ireland-based Employer of Record (“EOR”) platform that helps businesses seamlessly and compliantly employ people around the world. This acquisition marks another step in Payoneer’s strategy to deliver a comprehensive financial stack for SMBs that operate internationally.

On April 9, 2025, Payoneer acquired 100% of the outstanding equity of Payeco Finance Information Holding Corporation, the parent company of EasyLink Payment Co., Ltd. (now Payoneer Payments (Guangdong) Co., Ltd.), a licensed China based payment service provider. The acquisition strengthens Payoneer’s global regulatory infrastructure and positions it to better serve China-based customers with enhanced and localized products and services.

On August 5, 2024, Payoneer acquired 100% of the outstanding equity of Skuad Pte. Ltd. (“Skuad”), a global workforce and payroll management company. The acquisition accelerates Payoneer’s strategy to deliver a comprehensive and integrated financial stack for SMBs that operate internationally.  

Refer to Note 3 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information on these acquisitions.

Results of Operations

The period-to-period comparisons of our results of operations have been prepared using the historical periods in our condensed consolidated financial statements. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related Notes included within this Quarterly Report on Form 10-Q.

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Three months ended

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March 31, 

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Increase/

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2026

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2025

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(Decrease)

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(in thousands except percentages)

Revenues

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$

261,595

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$

246,617

6

%  

Transaction costs

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35,202

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39,349

(11)

%  

Other operating expenses

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40,011

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41,658

(4)

%  

Research and devel

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-26. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Throughout this section, unless otherwise noted, “we”, “us”, “our”, “Payoneer”, and the “Company” refer to Payoneer Global Inc.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with other sections of this Annual Report, including “Item 1. Business,” and the accompanying Consolidated Financial Statements and related Notes included elsewhere in this Report. Some of the information contained in this discussion and analysis, including information with respect to our future performance, liquidity and capital resources, and general and administrative functions, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

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.

Overview

Payoneer is a financial technology company purpose-built to enable the world’s small and medium-sized businesses (“SMB(s)”) to grow and operate their businesses around the world by reliably and securely connecting them to the global digital economy. Payoneer’s financial stack 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. 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. 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. For our customers transacting on a B2B or DTC basis, we also in certain circumstances generate revenue when they receive funds, such as when they invoice a customer or collect payments via their webstore. 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. 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. 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. 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.

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.

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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. During the war, conflicts between Israel and Hezbollah, Iran and other proxies of the Iranian regime were involved as well. During the war, we continued to operate our business and serve our customers around the world and, to date, our ability to support customers has not been materially impacted. We continue to monitor the situation closely and benefit from our broad geographic footprint, partially outsourced operations model, and a robust business continuity plan. Additionally, our technology infrastructure has redundancy in place outside of Israel. Approximately 51% of our global employee base is located in Israel, including approximately 79% of our research and development resources, as of December 31, 2025. 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.

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.

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. At this time, it is difficult to assess the impact a continuation of the regional conflicts may have on our future 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.

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. 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. 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.

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.

Although the timing and magnitude in interest rates remains uncertain, given recent interest rate cuts by the U.S. Federal Reserve, we can expect and the market generally anticipates that interest rates will continue to decline over the medium term, which will negatively impact our interest income. 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.

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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. This acquisition marks another step in Payoneer’s strategy to deliver a comprehensive financial stack for SMBs that operate internationally.

On April 9, 2025, Payoneer acquired 100% of the outstanding equity of PayEco the parent company of EasyLink Payment Co. Ltd. (now Payoneer Payments (Guangdong) Co., Ltd), a licensed China based service provider. The acquisition strengthens Payoneer’s global regulatory infrastructure and positions it to better serve China-based customers with enhanced and localized products and services.

On August 5, 2024, Payoneer acquired 100% of the outstanding equity of Skuad Pte. Ltd. (or “Skuad”), a global workforce and payroll management company. The acquisition accelerates Payoneer’s strategy to deliver a comprehensive and integrated financial stack for SMBs that operate internationally.

Refer to Note 3 to our condensed consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further information on these acquisitions.

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. We have continued to see growth in digital commerce, as businesses of all sizes increasingly look to access the global digital economy and as the market for goods, labor, and services becomes more global and more distributed. 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.

Multiple Acquisition Channels Allow Us to Add Customers, Including Those That Meet Our Target Profile. 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.

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We benefit from a strong brand in the markets in which our customers operate, and especially in key markets such as China. We continue to make investments both in our brand and in our go-to-market infrastructure, including in our local go-to-market teams. 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.

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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.

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We enter from time to time into various agreements with marketplaces and e-commerce platforms. These agreements govern how we provide services to SMBs and individuals receiving payments from those marketplaces, or how we provide services to the marketplace directly, or a combination of both. Some agreements have exclusivity arrangements with a defined term length, and in a few instances, we compensate the marketplace with structured incentives tied to the overall economics of the relationship. 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.

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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, 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. 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.

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Expanding our Addressable Market and Driving Increased Adoption of our Financial Stack. SMBs doing business in the global economy have many of the same complex needs as larger enterprises but lack internal resources and are underserved by the legacy financial system. Our financial stack is designed to meet the end-to-end AR and AP needs of SMBs with cross-border business.

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We will continue to make significant investments in both existing and new products and services, including for those customers who operate B2B and direct-to-consumer models. 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.

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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. Our ability to continue to grow our revenues is dependent on our ability to continue to grow our customer base and to drive increased adoption of our B2B, Checkout, card products and other differentiated offerings.

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Macroeconomic Trends. Our results are impacted by the relative strength of the overall global economy and its effect on business investment, unemployment, consumer spending behavior, and business and consumer demand. Our revenues are also impacted by the level of customer funds held on our platform and by the interest rate we are able to earn on those funds.

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Our customers are also impacted by the macroeconomic and geopolitical environment, both the global environment and specific regional or local factors. For example, we believe that trade policy and the higher tariffs imposed in 2025 and in recent months by the United States and other countries have negatively impacted both consumer demand for tariff-sensitive products and business investment.

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M&A. We believe there are additional opportunities to leverage our global platform, regulatory and compliance infrastructure, technology, brand and team to deliver additional value to more customers more quickly by supplementing our organic product development with targeted acquisitions that add new capabilities, regulatory infrastructure or geographic expansion.

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Components of Results of Operations

The period-to-period comparisons of our results of operations have been prepared using the historical periods included in our consolidated financial statements. 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. These fees are earned when customers withdraw their funds or use those funds to make payments. We also earn fees in certain instances when customers receive funds, such as through our invoicing services, or via their webstore activity. 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.

Additional revenue streams include service fees, such as fees on inbound payments, and bank transfer fees when enterprise customers send payments directly to recipients who do not have an account with us. In most cases, revenue is recognized and collected upon the completion of the underlying transaction, although some amounts are settled through intermediaries.

We also generate significant revenues from interest earned on customer funds held on our platform. For more information on our revenue recognition policies, see note 2s. of our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

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Transaction costs

Transaction costs mainly consist of fees paid to the banks, processors and networks that process payments to and from the Payoneer platform, costs to acquire currencies, card supply costs, losses related to certain of our services, and expenses related to the outstanding balance associated with the 2021 Receivables Loan and Security Agreement (the “Warehouse Facility”, for which the scheduled revolving period expired in October 2024, while the agreement terminated in April 2025). These costs are net of any rebate programs with banks and processors, such as volume rebates. 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.

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.

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.

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.

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.

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.

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. 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. 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. 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.

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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. In addition, we record expenses associated with uncertain income tax positions. We also recognize deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.

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. 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. Note that certain non-volume revenues, including those related to banking partnerships and FX, which were previously allocated to SMBs that sell on marketplaces have been re-classified to B2B SMBs to better reflect the customers generating those revenues. Accordingly, the year-over-year change is calculated on a restated comparative basis. This change had no impact on total revenue or volumes. 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. 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.

​

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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. This increase was primarily driven by an increase of $16.8 million in bank and processor fees, and $4.5 million in card network fees, reflecting an overall growth in transaction volumes. These increases were partially offset by a $5.7 million reduction in chargeback and operational losses. In addition, capital advance costs decreased by $3.2 million, largely due to cost efficiencies realized from funding the capital advances from corporate cash, versus the use of the Warehouse Facility which terminated in April 2025. Overall, the change in transaction costs for the period was in line with the increase in transaction volume.

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 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.

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. 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. 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.

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. This increase was primarily driven by an $11.5 million rise in spending on certain direct marketing initiatives, a $10.1 million increase in employee compensation, benefits and other employee-related expenses due primarily to a higher average employee headcount, and a $0.7 million increase in information technology expenses.

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. This increase was primarily driven by an $18.5 million increase in employee compensation, benefits, and other employee-related expenses due primarily to a higher average employee headcount, a $5.4 million increase in legal consultancy expenses, a $3.0 million increase in third-party consultancy expenses, a $1.0 million increase in information technology expenses, a $1.2 million increase in facilities-related costs, a $1.9 million increase in non-income tax reserves, and a $1.1 million increase in finance services. 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.

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. The increase was primarily driven by higher amortization of internal use software costs, consistent with increased internal-use software capitalized.

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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. The change was driven by a $14.7 million loss on warrant repurchase/redemption and a $2.8 million gain from the change in fair value of the warrant liability recorded in the prior year period, neither of which recurred in 2025, which was largely offset by an $11.1 million reduction in corporate interest income as a result of lower average invested balances and lower interest rates, as well as a $2.4 million decrease on the exchange rate loss for the year ended December 31, 2025 when compared to the year ended December 31, 2024.

Income taxes

Income tax expense was $42.4 million for the year ended December 31, 2025, an increase of $24.1 million, or 132%, compared to $18.3 million for the year ended December 31, 2024. This change was driven by the following factors: (i) a $10.2 million decrease in U.S prior year tax benefits due to a favorable provision to return adjustment in the prior year period related to the deduction for income earned from foreign customers; (ii) a $7.0 million decrease in foreign deferred tax benefits primarily related to stock-based compensation and (iii) a $5.9 million increase in the Company’s provision for uncertain tax positions. The decreases in both U.S. prior year tax benefits and foreign deferred tax benefits were due to factors observed in the prior period that did not reoccur in the current period.

​

On July 4, 2025, the One Big Beautiful Bill Act (“the Act”) was enacted into U.S. law. The Act includes changes to corporate taxation including making permanent certain provisions of the Tax Cuts and Jobs Act that were previously set to expire on December 31, 2025. The Act did not have a material impact on the Company’s effective tax rate or deferred tax assets for the year ended December 31, 2025.

Net income

For a discussion regarding our net income position in 2025 and 2024, please refer to the Liquidity and Capital Resources section below.

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.

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. Our future financing requirements will depend on many factors including our growth rate, the timing and extent of spending to support development of our platform and the ongoing expansion needs of sales and marketing activities. 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.

Current and Future Cash Requirements

On May 7, 2023, our Board of Directors authorized a stock repurchase program that provides for the repurchase of up to $80.0 million of our common stock, including any applicable excise tax. On December 7, 2023, the Board of Directors authorized an amendment to the program to increase the authorized amount of repurchases to an aggregate amount not to exceed $250.0 million, including the amount that remained 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. On July 30, 2025, our Board of Directors amended the existing repurchase authorization to increase the authorized amount of repurchases 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. The effective date of the amended authorization was August 6, 2025, and the amended authorization expires on December 31, 2027.

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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. 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.

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.

Impact 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.

Impact of changes in operating assets and liabilities - $85.4 million year over year increase to operating cash flows

During the year ended December 31, 2025, cash flows related to Other current assets increased $47.2 million reflecting a $23.4 million federal income tax refund received in 2025 that did not occur in 2024, and a $23.3 million reduction in capital advance receivables due to lower amounts extended to customers and timing of collections.

Trade payables also contributed a $6.7 million increase due to payment timing near period cut-off. Additionally, other long-term liabilities increased $11.7 million driven primarily from an increase in the reserve for uncertain tax positions.

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Table of Contents

Investing Activities

Net cash used in investing activities was $218.3 million for the year ended December 31, 2025, a decrease of $1,742.9 million compared to net cash used in investing activities of $1,961.3 million for the year ended December 31, 2024.

The decrease in net cash used in investing activities was primarily driven by a significant reduction in purchases of U.S. Treasury Securities and term deposits. During the year ended December 31, 2024, we were ramping up our interest rate hedging program and made significant initial investments in U.S. Treasury securities and term deposits, resulting in a net purchase of $1,802.0 million. In the current year, purchases of interest rate hedging instruments, U.S. Treasury Securities and term deposits, net of maturities, totaled $58.8 million, reflecting the ongoing maintenance of the hedging program.

In addition, cash used in investing activities decreased by $15.1 million, reflecting the difference in cash paid net of cash and customer funds acquired, of $33.1 million in relation to the acquisition of PayEco in 2025, compared to $48.2 million related to the acquisition of Skuad in 2024.

The decrease in cash used in investing activities was partially offset by an $18.7 million increase in cash used related to investments in property, plant and equipment of $18.7 million, primarily related to leasehold improvements and furniture and fixtures associated with our new office lease in Israel. In addition, our capitalized internal use software increased approximately $8.7 million during the year ended December 31, 2025 as compared to the year ended December 31, 2024.

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. Additionally, cash used in financing activities in 2024 was impacted by $19.8 million paid in connection with the warrant redemption, and net debt repayments of $18.4 million related to the Warehouse Facility, both of which did not recur during 2025.

Partially offsetting these increases in cash provided by financing activities was a $36.1 million increase in stock repurchases, a $20.4 million decrease in proceeds received from the issuance of common stock under our stock-based compensation plan, net of taxes paid related to the settlement of equity awards, and a $10.3 million increase in collateral payments on interest rate derivatives, net of receipts during the year ended December 31, 2025 when compared to the prior year.

Lease Commitments

We have entered into various non-cancelable leases for certain offices, data centers, and vehicles with contractual lease periods expiring between 2026 and 2036.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

Payments due by period

​

​

​

​

​

Less than

​

​

​

​

​

​

​

More than

(in thousands)

​

Total

  ​ ​ ​

  1 year

  ​ ​ ​

1-3 years

  ​ ​ ​

3-5 years

  ​ ​ ​

  5 years

Operating leases

​

$

96,408

​

$

633

​

$

25,282

​

$

22,171

​

$

48,322

​

Off-Balance Sheet Arrangements

As of the balance sheet dates of December 31, 2025 and December 31, 2024, we have not engaged in any off-balance sheet arrangements, as defined by Regulation S-K, that have or are reasonably likely to have a current or future effect on our financial condition, results of operations or cash flows.

​

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Table of Contents

Key Metrics and Non-GAAP Financial Measures

Our management uses a variety of financial and operating metrics to evaluate our business, analyze our performance, and make strategic decisions. 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. 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 transactions1. For a customer that both receives and later sends payments, we count the volume only once. Volume serves as a key metric for overall business activity, as growing volume is one of the primary drivers for our revenue growth.

(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.

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. We generate significant revenues from interest earned on customer funds held on our platform. In addition, we generate revenue from non-volume-based products and services which are based on a fixed fee. We believe that Revenue demonstrates our ability to monetize volume activity on our platform. 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. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Adjusted EBITDA is helpful to our investors as it is a metric used by management in assessing our operating performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison. A reconciliation is provided below for our non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. 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.

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.

(2) Amounts relate to M&A-related third-party fees, including related legal, consulting and other expenditures. 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.

(3) Changes in the estimated fair value of the public warrants are recognized as gain or loss on the consolidated statements of comprehensive income. 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 17 to our consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information.

(5) Represents non-recurring costs related to severance and other employee termination benefits.

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Table of Contents

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the report amounts of assets, liabilities, revenue, costs and expenses as well as related disclosures. On an ongoing basis, we evaluate these estimates and the assumptions used. Actual results may differ from these estimates under different assumptions or conditions.

We believe that the accounting estimates discussed in this section are critical based on the subjectivity and judgement involved in the underlying assumptions, and the materiality to our consolidated financial statements. Our significant accounting policies are described within Note 2 to the consolidated financial statements.

Allowance for Capital advance (“CA”) losses:

We have established an allowance for CA losses (“ALCAL”), which represents our estimate of current expected credit losses inherent in our 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. We then apply macroeconomic factors such as market unemployment rate, current and forecasted GDP, S&P yield, risk free rate and inflation rate, which are sourced externally, using a single scenario that we believe is most appropriate to the economic conditions applicable to a particular period. Expected credit loss rates, incorporating historical loss data and macroeconomic factors, are applied to the principal amount of our CA receivables.

Determining appropriate current expected credit loss allowances for CA receivables is an inherently uncertain process and ultimate losses may vary from current estimates. We regularly update our allowance estimates as new facts become known, and events occur that may impact the settlement or recovery of losses. The allowances are maintained at a level we deem appropriate to adequately provide for current expected credit losses at the balance sheet date after incorporating the impact of externally sourced macroeconomic forecasts.

Goodwill:

The valuation of assets acquired in a business combination requires the use of significant estimates and assumptions. The acquisition method of accounting for business combinations requires us to estimate the fair value of assets acquired, liabilities assumed, and any noncontrolling interest in an acquired business to properly allocate purchase price consideration between assets that are depreciated or amortized and goodwill. Our estimates are based upon assumptions that we believe to be reasonable, but which are inherently uncertain and unpredictable. These valuations require the use of management’s assumptions, which do not reflect unanticipated events and circumstances that may occur.

Goodwill is tested annually for impairment at the reporting unit level in the third quarter, or sooner when circumstances indicate an impairment may exist. The impairment evaluation for goodwill utilizes a qualitative assessment to determine whether it is more likely than not that goodwill is impaired. The qualitative factors may include, but are not limited to, macroeconomic conditions, industry and market conditions, operating environment, financial performance and other relevant events, which are inherently subject to estimation. 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. 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.

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Indefinite-lived intangible asset:

As described in Note 3, the Company recognized an indefinite-lived intangible asset related to a payment license recognized in the PayEco acquisition. The indefinite-lived intangible asset is not amortized, but is tested annually for impairment in the third quarter, or sooner when circumstances indicate an impairment may exist. The impairment assessment begins with a qualitative evaluation to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount. If this threshold is met, then we are required to perform a quantitative assessment, which requires us to estimate the fair value of the license and compare that to its carrying value. The indefinite-lived intangible asset is considered impaired if the carrying value exceeds the fair value. 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.

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. 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. 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. We are required to interpret complex tax legislation in the jurisdictions in which we operate, and although we believe that our estimates and judgments discussed herein are reasonable, actual results may be materially different than the estimated amounts.

The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. Valuation allowances are established for deferred tax assets when the likelihood of the deferred tax assets not being realized exceeds the more likely than not criterion. Assessing the likelihood of realizing deferred tax assets involves significant judgement and assumption. Management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

We follow the guidance on accounting for uncertainty in income taxes in accordance with U.S. GAAP, which requires us to estimate whether it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position; otherwise, no benefit can be recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Additionally, we accrue interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties are classified as taxes on income in the consolidated financial statements.

In addition to aforementioned changes, the U.S. Tax Cuts and Jobs Act of 2017 also included a mandatory one-time tax on accumulated earnings of foreign subsidiaries, and as a result, all previously unremitted earnings for which no U.S. deferred tax liability had been accrued were subject to U.S. taxation. 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.

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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. 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. 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. 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. We do not recognize matters where a potential loss is only reasonably possible, the range of a reasonably possible loss cannot be estimated or such estimate is immaterial.

Contingent consideration liability:

As described in Note 3 to our consolidated financial statements included elsewhere within this Annual Report on Form 10-K, the Company recognized a liability related to contingent consideration in connection with the Skuad acquisition during the year ended 2024.

The fair value of the contingent consideration at each reporting date is based on estimates of probability of each outcome and the Option Pricing Model (“OPM”). The OPM requires various assumptions and inputs, and our estimates of probability are subjective based on the status of Skuad’s performance and our expectations about future performance. Because of uncertainties related to these matters, the estimate of the contingent liability is based only on the best information available at the time. As additional information becomes available, we reassess the potential liability and may revise our estimates.

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.