Material Event (Form 8-K)

Item 8.01. Other Events.

On August 11, 2026, Payoneer Global Inc., a Delaware corporation (the "Company" or "Payoneer"), filed its definitive proxy statement on Schedule 14A (as such may be supplemented from time to time, the "Proxy Statement") with the Securities and Exchange Commission (the "SEC") with respect to the special meeting of Payoneer's stockholders (the "Special Meeting") to be held in connection with the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 12, 2026, by and among the Company, Neon Maple Parent Inc., a corporation incorporated pursuant to the laws of Canada ("Nuvei Parent"), and Panda Acquisition Sub Inc., a Delaware corporation and wholly owned indirect subsidiary of Nuvei Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Nuvei Parent.

The Special Meeting is scheduled for September 14, 2026, beginning at 9:00 a.m. Eastern Time. Payoneer's stockholders of record as of the close of business on August 6, 2026 will be eligible to vote at the Special Meeting. The information contained in this Current Report on Form 8-K (this "Form 8-K") should be read in conjunction with the Proxy Statement, which should be read in its entirety.

Litigation Relating to the Merger

As of the date of this Form 8-K, two lawsuits relating to the Merger (the "Lawsuits") have been filed: (i) Kevin Turner v. Payoneer Global Inc., et al. Index No. 654853/2026, which was filed on August 20, 2026; and (ii) John Clark vs. Payoneer Global Inc., et al. Index No. 654863/2026, which was filed on August 21, 2026, both of which were filed in the Supreme Court of the State of New York, County of New York. The Lawsuits were filed by purported stockholders of the Company as individual actions and allege that the Proxy Statement was materially incomplete due to certain misrepresentations and omissions in violation of New York common law. The Lawsuits name as defendants the Company's directors and the Company and seek, among other relief, an order enjoining the consummation of the Merger. There can be no assurance regarding the ultimate outcome of the Lawsuits.

As of the date this Form 8-K, the Company has also received demand letters from purported stockholders of the Company (i) alleging that the Proxy Statement was materially incomplete due to certain misrepresentations and omissions and demanding corrective disclosures to address such allegations or (ii) demanding access to the Company's books and records to investigate certain aspects of the Merger (the "Letters").

It is possible that additional, similar complaints may be filed or letters may be received, or that the Lawsuits described above may be amended. If this occurs, the Company does not intend to announce the filing or receipt of each additional, similar complaint, letter or any amended complaint, unless required by law.

The Company believes that the claims asserted in the Lawsuits and Letters are without merit. However, in order to moot the unmeritorious disclosure claims and alleviate the costs, risks and uncertainties inherent in potential litigation, the Company has determined to voluntarily supplement the Proxy Statement as described in this Form 8-K. Nothing in this Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations set forth in the Lawsuits and Letters that any additional disclosure in the Proxy Statement was or is required.