Payoneer Global (PAYO) Proxy filing summary

Executive summary

• Announced agreement for Payoneer to be acquired by Nuvei, with Payoneer becoming a wholly owned subsidiary after merger completion, expected mid-2027.

• Transaction values Payoneer at $2.75 billion, a 44% premium to the unaffected share price as of June 8, 2026.

• Until closing, Payoneer remains an independent, publicly traded company, with no immediate changes to operations, strategy, or personnel.

• Integration planning will begin after shareholder approval, with updates provided as plans develop.

• Forward-looking statements highlight risks and uncertainties, including regulatory approvals, shareholder votes, and integration challenges.

Voting matters and shareholder proposals

• Shareholders will vote on the proposed acquisition in an estimated August–September 2026 window.

• Voting eligibility is based on share ownership as of a record date to be set; RSUs do not carry voting rights until vested.

• If the transaction is not approved, Payoneer will continue as a public company with unchanged strategy.

Board of directors and corporate governance

• Current executive leadership, including John Caplan, will remain in place through the expected close in mid-2027.

• Information about directors, executive officers, and their interests will be included in the definitive proxy statement.