0001558370-25-001804 | 10-K | XBRL Viewer

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NET EARNINGS (LOSS) PER SHARE - Anti-Dilutive effect (Details) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive potential common shares	1,487,008	665,520	30,214,638
Private warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive potential common shares			722,903
RSUs with market conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive potential common shares	2,780,000	4,255,000
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive potential common shares		25,158,086	25,158,086
Earn-Out Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive potential common shares	15,000,000	15,000,000	30,000,000
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive potential common shares	2,523,265

SIGNIFICANT ACCOUNTING POLICIES - Concentration Risk (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Concentration Risk [Line Items]
Percentage of concentration of domestic financial institutions in cash and cash equivalents, customer funds	58.00%	62.00%
Percentage of cash and cash equivalents, customer funds denominated in U.S dollars	74.00%	77.00%
Israel
Concentration Risk [Line Items]
Percentage of concentration of employees	55.00%
Percentage of concentration of research and development resources	78.00%
Geographic concentration risk
Concentration Risk [Line Items]
Number of individual marketplaces	1	1	1
Geographic concentration risk \| Total revenues \| Individual one marketplaces
Concentration Risk [Line Items]
Percentage of total revenue	23.00%	25.00%	23.00%
Geographic concentration risk \| Total revenues \| Individual two marketplaces
Concentration Risk [Line Items]
Percentage of total revenue		11.00%	23.00%
Customer concentration risk \| Total revenues \| Greater China
Concentration Risk [Line Items]
Percentage of total revenue	35.00%	35.00%	31.00%

FAIR VALUE (Tables)

12 Months Ended

Dec. 31, 2024

FAIR VALUE

Schedule of financial assets and liabilities measured at fair value on a recurring basis


	December 31, 2024
	Level 1		Level 2		Level 3		Total
U.S. Treasury Securities (included within Customer funds)	$	1,174,937	$	—	$	—	$	1,174,937
Derivative assets (included within Other current assets)
Interest rate floors	$	—	$	739	$	—	$	739
Foreign currency forwards		—		910		—		910
Foreign currency net purchased options		—		385		—		385
Total current derivative assets	$	—	$	2,034	$	—	$	2,034
Derivative assets (included within Other non-current assets)
Interest rate floors	$	—	$	17,692	$	—	$	17,692
Total financial assets	$	1,174,937	$	19,726	$	—	$	1,194,663
Current portion of Skuad acquisition earnout liability (included within Other payables)	$	—	$	—	$	723	$	723
Non-current portion of Skuad acquisition earnout liability (included within Other long-term liabilities)	$	—	$	—	$	8,021	$	8,021
Total financial liabilities	$	—	$	—	$	8,744	$	8,744


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Warrant liability	$	8,555	$	—	$	—	$	8,555

DERIVATIVES AND HEDGING (Tables)

12 Months Ended

Dec. 31, 2024

DERIVATIVES AND HEDGING

Schedule of gross notional amount and fair value of outstanding derivative instruments


			December 31, 2024
	Balance Sheet Location		Notional Amount		Fair Value
Derivative assets designated as hedge accounting instruments:
Interest rate floors¹		Other Current Assets		(1)	$	739
Foreign currency forwards		Other Current Assets	$	40,330		910
Foreign currency net purchased options		Other Current Assets		15,966		385
Total current derivative assets			$	56,296	$	2,034
Interest rate floors¹		Other Non-Current Assets		(1)	$	17,692
Total derivative assets			$	56,296	$	19,726

¹The Company’s investment in interest rate derivative instruments consists of a three and five year investments in 3% interest rate floors to hedge interest income on a $1,900,000 notional investment of customer funds in floating rate cash equivalent instruments. The short-term portion of the investments’ fair value shown in the table above relates to the portion of the hedge expiring within one year of the balance sheet date.

CAPITAL ADVANCE ("CA") RECEIVABLES

12 Months Ended

Dec. 31, 2024

CAPITAL ADVANCE ("CA") RECEIVABLES

CAPITAL ADVANCE ("CA") RECEIVABLES

NOTE 4 – CAPITAL ADVANCE (“CA”) RECEIVABLES

During the years ended December 31, 2024 and 2023, the Company has purchased and collected the following principal amounts associated with CA receivables, including foreign exchange adjustments:


	December 31,
	2024		2023
Beginning CA receivables, gross	$	50,552	$	42,466
CA extended to customers		329,408		298,467
Change in revenue receivables		(185)		420
CA collected from customers		(314,443)		(285,530)
Charge-offs, net of recoveries		(4,135)		(5,271)
Ending CA receivables, gross	$	61,197	$	50,552
Allowance for CA losses		(4,955)		(5,059)
CA receivables, net	$	56,242	$	45,493

The outstanding gross balance at December 31, 2024, consists of the following current and overdue amounts:


Total	Current	1-30 days overdue	30-60 overdue	60-90 overdue	Above 90 overdue
61,197	58,372	1,804	352	298	371

The outstanding gross balance at December 31, 2023, consists of the following current and overdue amounts:


Total	Current	1-30 days overdue	30-60 overdue	60-90 overdue	Above 90 overdue
50,552	47,332	1,977	692	276	275

The following are current and overdue balances from above that are segregated into the timing of expected collections at December 31, 2024:


		Due in less than			Due in more than
Total	Overdue	30 days	Due in 30-60 days	Due in 60-90 days	90 days
61,197	2,825	13,654	13,357	23,252	8,109

The following are current and overdue balances from above that are segregated into the timing of expected collections at December 31, 2023:


		Due in less than			Due in more than
Total	Overdue	30 days	Due in 30-60 days	Due in 60-90 days	90 days
50,552	3,220	10,841	13,696	17,462	5,333

As of December 31, 2024, the Company has applied a range of loss rates to the portfolio of 0.87% to 2.02% for the allowance for CA losses with the weighted average loss rate applied being 1.5%. The Company applied a range of loss rates to the portfolio of 1.58% to 1.85% for the allowance for CA losses with the weighted average loss rate applied being 1.75% as of December 31, 2023.

Below is a roll forward for the ALCAL for the years ended December 31, 2024 and 2023:


	December 31,
	2024		2023
Beginning balance	$	5,059	$	5,311
Provisions		4,955		5,227
Recoveries		(924)		(208)
Charge-offs		(4,135)		(5,271)
Ending balance	$	4,955	$	5,059

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowance	$ 382	$ 385
Capital advance receivables, allowance	$ 4,955	$ 5,059
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	380,000,000	380,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	3,800,000,000	3,800,000,000
Common stock, shares issued	395,965,588	368,655,185
Common stock, shares outstanding	360,093,249	357,590,493
Treasury stock, shares	35,872,339	11,064,692

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities
Net income (loss)	$ 121,163	$ 93,333	$ (11,970)
Adjustment to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	47,296	27,814	20,858
Deferred taxes	(22,616)	(11,122)	731
Stock-based compensation expenses	64,787	65,767	52,149
Share in losses of associated company			2
Gain from change in fair value of Warrants	(2,767)	(17,359)	(33,963)
Loss on Warrant repurchase/redemption	14,746
Interest and amortization of discount on investments	(8,577)
Foreign currency re-measurement (gain) loss	3,522	(4,359)	2,752
Changes in operating assets and liabilities, net of the effects of business combinations:
Other current assets	(44,821)	(4,310)	(11,421)
Trade payables	1,127	(8,326)	24,284
Deferred revenue	2,039	1,348	224
Accounts receivable, net	337	4,898	964
Capital advance extended to customers	(329,512)	(299,139)	(223,819)
Capital advance collected from customers	318,763	290,801	237,834
Other payables	3,967	13,619	16,608
Other long-term liabilities	6,358	232	(3,480)
Operating lease right-of-use assets	14,068	10,248	10,686
Other assets	(12,955)	(3,956)	1,521
Net cash provided by operating activities	176,925	159,489	83,960
Cash Flows from Investing Activities
Purchase of property, equipment and software	(8,189)	(8,459)	(10,504)
Capitalization of internal use software	(52,203)	(39,333)	(18,329)
Related party asset acquisition		(3,600)
Severance pay fund distributions, net	83	255	628
Customer funds in transit, net	(50,768)	930	33,939
Investments in interest rate derivatives	(35,200)
Purchases of investments in available-for-sale debt securities	(1,443,772)
Maturities of investments in available-for-sale debt securities	277,000
Purchases of investments in term deposits	(600,000)
Cash paid in connection with acquisition, net of cash and customer funds acquired (Refer to Note 3 for further information)	(48,218)
Net cash inflow from acquisition of remaining interest in joint venture		5,953
Net cash provided by (used in) investing activities	(1,961,267)	(44,254)	5,734
Cash Flows from Financing Activities
Proceeds from issuance of common stock in connection with stock-based compensation plan, net of taxes paid related to settlement of equity awards and proceeds from employee equity transactions to be remitted to employees	21,119	13,203	21,346
Outstanding operating balances, net	563,622	551,914	1,437,358
Borrowings under related party facility (Refer to Notes 14 and 26 for further information)	15,120	26,855	29,363
Repayments under related party facility (Refer to Notes 14 and 26 for further information)	(33,531)	(24,582)	(26,755)
Receipts of collateral on interest rate derivatives	37,890
Payments of collateral on interest rate derivatives	(19,100)
Warrant repurchase/redemption (Refer to Note 18 for further information)	(19,834)
Common stock repurchased	(137,513)	(55,436)
Net cash provided by financing activities	427,773	511,954	1,461,312
Effect of exchange rate changes on cash and cash equivalents	(3,588)	4,458	(2,719)
Net change in cash, cash equivalents, restricted cash and customer funds	(1,360,157)	631,647	1,548,287
Cash, cash equivalents, restricted cash and customer funds at beginning of year	7,018,367	6,386,720	4,838,433
Cash, cash equivalents, restricted cash and customer funds at end of year	5,658,210	7,018,367	6,386,720
Supplemental disclosure of cash flow information:
Cash paid for taxes, net of refunds	52,320	40,910	9,425
Cash interest paid	1,399	1,767	1,466
Supplemental information of investing and financing activities not involving cash flows:
Property, equipment, and software acquired but not paid	1,530	810	109
Internal use software capitalized but not paid	7,108	10,159	4,392
Right-of-use assets obtained in exchange for new operating lease liabilities	8,617	19,842	$ 13,003
Common stock repurchased but not paid	$ 775	$ 1,500

SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2024

SEGMENT INFORMATION

SEGMENT INFORMATION

NOTE 22 – SEGMENT INFORMATION

The Company determines operating segments based on how its CODM manages the business, makes operating decisions around the allocation of resources, and evaluates operating performance. The Company’s CODM are its Chief Executive Officer and Chief Financial Officer, who review its operating results on a consolidated basis. The Company operates in one segment and has one reportable segment.

The Company’s CODM use consolidated net income, as shown on the consolidated statements of comprehensive income (loss), as the measure of segment profitability. The CODM use net income to evaluate the Company’s ongoing operations and for internal planning and forecasting purposes. This analysis is used in making strategic investment decisions. The Company’s measure of segment assets is reported on the consolidated balance sheets as total assets.


	Year Ended December 31,
	2024		2023		2022
Revenue	$	977,716	$	831,103	$	627,623
Less:
Transaction cost¹		(152,106)		(122,291)		(110,165)
Labor & related		(279,254)		(272,588)		(286,205)
Stock-based compensation		(64,787)		(65,767)		(52,150)
3rd party contractors		(37,397)		(36,865)		(25,713)
IT & communication		(70,783)		(53,962)		(41,018)
Depreciation & amortization		(47,296)		(27,814)		(20,858)
Other operating expenses²		(177,062)		(148,207)		(113,728)
Income taxes		(18,308)		(39,203)		(13,586)
Other segment items³		(9,560)		28,927		23,830
Net income (loss)	$	121,163	$	93,333	$	(11,970)

(1)	Refer to Note 21 for disaggregation of transaction cost into significant segment expense categories.

(2)	Other operating expenses include miscellaneous, individually insignificant operating expenses. The Company’s CODM review these items in aggregate.

(3)

Other segment items included in net income include finance income and expense, which primarily includes public warrant revaluation and loss on redemption, corporate interest income, and foreign currency remeasurement gains and losses. For the period ended December 31, 2022, this also includes the Company’s share in losses of an associated company.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

CAPITAL ADVANCE ("CA") RECEIVABLES - Timing of expected collections (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Financing Receivable, Past Due [Line Items]
Total	$ 61,197	$ 50,552	$ 42,466
Overdue
Financing Receivable, Past Due [Line Items]
Total	2,825	3,220
Due in less than 30 days
Financing Receivable, Past Due [Line Items]
Total	13,654	10,841
Due in 30-60 days
Financing Receivable, Past Due [Line Items]
Total	13,357	13,696
Due in 60-90 days
Financing Receivable, Past Due [Line Items]
Total	23,252	17,462
Due in more than 90 days
Financing Receivable, Past Due [Line Items]
Total	$ 8,109	$ 5,333

INCOME TAXES - Reconciliation of U.S. federal income tax rate to effective income tax rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
INCOME TAXES
Tax computed at the statutory U.S. federal income tax rate	$ 29,289	$ 27,833	$ 340
State taxes, net of federal benefit	1,338	655	378
Differences in foreign tax rate	(1,343)	456	(2,494)
Change in Valuation allowances	(101)	(9,749)	5,258
Share-based compensation	(5,282)	13,053	5,725
Non-taxable revaluations	3,002	(3,723)	(7,132)
Other statutorily non-deductible expenses	1,040	3,044	1,487
Provision to return adjustment	(10,030)	(1,090)	402
Uncertain tax positions	11,846	7,461	7,793
U.S. tax on foreign earnings	1,815	2,051	1,527
U.S. tax benefit for income earned from foreign customers	(12,466)
U.S. foreign tax credit	(1,020)
Other	220	(788)	302
Provision for income tax expense (benefit)	$ 18,308	$ 39,203	$ 13,586

INVESTMENT IN ASSOCIATED COMPANY

12 Months Ended

Dec. 31, 2024

INVESTMENT IN ASSOCIATED COMPANY

INVESTMENT IN ASSOCIATED COMPANY

NOTE 11 – INVESTMENT IN ASSOCIATED COMPANY

In July 2019, the Company, through its wholly-owned subsidiary Payoneer Research and Development Ltd., entered into an agreement for the establishment of a joint venture company in the People’s Republic of China (“PRC”). The objective of the joint venture was to apply for a local payment service provider license in accordance with PRC laws. The Company’s share in the Joint Venture was 46%, and the remaining ownership interest was held by two local partners. Initial funds in the amount of $6,501 were contributed. The investment in the joint venture was presented as an investment in associated company in the Company’s consolidated balance sheets as the Company did not have control over the joint venture.

In January 2023, the Company, through Payoneer Research and Development Ltd., acquired all remaining interests from other partners in the joint venture for cash consideration of $7,961. As part of the agreement, the acquiring company assumed responsibility for all expenses and income incurred or earned through the date of acquisition related to the joint venture.

As substantially all of the fair value of the gross assets of the joint venture were concentrated in a group of similar assets (cash and cash equivalents and restricted deposits in the amount of $13,914), the Company accounted for the transaction as an asset acquisition. As such, the Company’s basis in the acquired assets is valued at the amount of consideration transferred.

STOCK-BASED COMPENSATION - Assumptions Used To Estimate The Fair Value (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	6 years 1 month 6 days
Risk-free interest rate	4.15%
Dividend yield	0.00%
Volatility rate	60.00%
Weighted average fair value of options at grant date \| $ / shares	$ 3.05
Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation costs related to unamortized stock option \| $	$ 3,385
Compensation which is expected to be recognized over a weighted-average period (in years)	1 year 10 months 6 days
Vesting period (in years)	4 years
Maximum \| Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	4 years

TRANSACTION COSTS (Tables)

12 Months Ended

Dec. 31, 2024

TRANSACTION COSTS.

Schedule of composition of transaction costs, grouped by major classifications


	December 31,
	2024		2023		2022
Bank and processor fees	$	107,259	$	87,972	$	85,015
Network fees		23,856		18,212		13,617
Chargebacks and operational losses		12,811		7,273		3,837
Card costs		1,954		1,858		1,834
Capital advance costs, net of recoveries		5,510		6,679		4,526
Other		716		297		1,336
Total transaction costs	$	152,106	$	122,291	$	110,165

SEVERANCE PAY FUND AND ACCRUED SEVERANCE PAY (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
SEVERANCE PAY FUND AND ACCRUED SEVERANCE PAY
Accrued severance pay liability	$ 1,190	$ 1,472
Severance pay fund	$ 757	$ 840

INCOME TAXES (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Effective income tax rate	13.00%	30.00%	839.00%
Federal corporate income rate	21.00%	21.00%	21.00%
Penalties related to income taxes	$ 186	$ 38	$ 50
Valuation allowance	19,180	19,281	28,424
Release of valuation allowance		10,553
Net operating loss	(149,031)	(103,609)	22,214
Unrecognized tax benefits	41,759	$ 24,793	$ 17,333	$ 9,540
State
Net operating loss carry forwards for federal and state income tax purposes	637
Operating loss carryforwards	637
Foreign
Net operating loss carry forwards for federal and state income tax purposes	62,860
Operating loss carryforwards	$ 62,860

GOODWILL AND INTANGIBLE ASSETS - Intangible assets, net (Details) - USD ($) $ in Thousands		12 Months Ended
	Aug. 02, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
INTANGIBLE ASSETS
Gross Carrying Value		$ 202,650	$ 139,916
Accumulated Amortization		(100,260)	(63,650)
Net Carrying Value		102,390	76,266
Amortization expense		37,015	19,434	$ 11,959
Spott Incredibles Technologies Ltd. ("Spott")
INTANGIBLE ASSETS
Total consideration	$ 3,600
Contingent future payments for asset acquisition	$ 400
Internal use software
INTANGIBLE ASSETS
Gross Carrying Value		175,698	122,001
Accumulated Amortization		(86,882)	(54,804)
Net Carrying Value		88,816	67,197
Impairment of intangible assets		1,850		$ 614
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]				Operating Expenses
Acquired developed technology
INTANGIBLE ASSETS
Gross Carrying Value		20,269	17,915
Accumulated Amortization		(13,111)	(8,846)
Net Carrying Value		7,158	9,069
Customer relationships
INTANGIBLE ASSETS
Gross Carrying Value		6,683
Accumulated Amortization		(267)
Net Carrying Value		$ 6,416
Acquired intangibles
INTANGIBLE ASSETS
Impairment of intangible assets			$ 293

TRANSACTION COSTS

12 Months Ended

Dec. 31, 2024

TRANSACTION COSTS

TRANSACTION COSTS

NOTE 21 - TRANSACTION COSTS

Composition of transaction costs, grouped by major classifications, is as follows:


	December 31,
	2024		2023		2022
Bank and processor fees	$	107,259	$	87,972	$	85,015
Network fees		23,856		18,212		13,617
Chargebacks and operational losses		12,811		7,273		3,837
Card costs		1,954		1,858		1,834
Capital advance costs, net of recoveries		5,510		6,679		4,526
Other		716		297		1,336
Total transaction costs	$	152,106	$	122,291	$	110,165

INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Unrecognized Tax Benefits [Roll Forward]
Beginning balance	$ 24,793	$ 17,333	$ 9,540
Increases for tax positions in prior years	2,153	1,389
Decreases for tax positions in prior years	(3,504)	(1,752)
Decreases in respect of expirations of statute of limitations			(1,413)
Increases for tax positions related to current year	18,317	7,823	9,206
Ending balance	$ 41,759	$ 24,793	$ 17,333

FAIR VALUE (Details) - USD ($) $ in Thousands	12 Months Ended
FAIR VALUE (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
FAIR VALUE
Total current derivative assets, Fair Value	$ 1,295
Non-current portion of Skuad acquisition earnout liability (included within Other long-term liabilities)	8,021
General and administrative expenses
FAIR VALUE
Unrealized loss on contingent consideration	1,770
Recurring
FAIR VALUE
U.S. Treasury Securities (included within Customer funds)	1,174,937
Total current derivative assets, Fair Value	2,034
Total financial assets	1,194,663
Current portion of Skuad acquisition earnout liability (included within Other payables)	723
Non-current portion of Skuad acquisition earnout liability (included within Other long-term liabilities)	8,021
Total financial liabilities	8,744
Warrant liability		$ 8,555
Recurring \| Interest rate floors
FAIR VALUE
Total current derivative assets, Fair Value	739
Total non current derivative assets	17,692
Recurring \| Foreign currency forwards
FAIR VALUE
Total current derivative assets, Fair Value	910
Recurring \| Foreign currency net purchased options
FAIR VALUE
Total current derivative assets, Fair Value	385
Recurring \| Level 1
FAIR VALUE
U.S. Treasury Securities (included within Customer funds)	1,174,937
Total financial assets	1,174,937
Warrant liability		$ 8,555
Recurring \| Level 2
FAIR VALUE
Total current derivative assets, Fair Value	2,034
Total financial assets	19,726
Recurring \| Level 2 \| Interest rate floors
FAIR VALUE
Total current derivative assets, Fair Value	739
Total non current derivative assets	17,692
Recurring \| Level 2 \| Foreign currency forwards
FAIR VALUE
Total current derivative assets, Fair Value	910
Recurring \| Level 2 \| Foreign currency net purchased options
FAIR VALUE
Total current derivative assets, Fair Value	385
Recurring \| Level 3
FAIR VALUE
Current portion of Skuad acquisition earnout liability (included within Other payables)	723
Non-current portion of Skuad acquisition earnout liability (included within Other long-term liabilities)	8,021
Total financial liabilities	$ 8,744

WARRANTS AND SHAREHOLDER'S EQUITY - Warrants Issued To Non-Employees (Details) - $ / shares	1 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price of warrants		$ 11.5
Outstanding warrants			25,158,086
Nonemployee
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price of warrants	$ 1.79
Term of warrants	10 years
Outstanding warrants		1,792,994	1,792,994	1,792,994
Vested warrants		1,080,707	1,080,707	1,080,707

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Name Accounting Standards Codification
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-Subparagraph (a)(2)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Topic 718
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-Name Accounting Standards Codification
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-Topic 718
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-Name Accounting Standards Codification
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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (f)(2)(ii)
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

CUSTOMER FUNDS AND INVESTMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
CUSTOMER FUNDS AND INVESTMENTS
Cash and cash equivalents	$ 5,189,216	$ 6,390,526
Available-for-sale debt securities	1,174,937
Term deposits, current	75,000
Total current customer funds	6,439,153	6,390,526	$ 5,838,612
Term deposits, noncurrent	525,000
Total non-current customer funds	525,000
Customer funds shown in the consolidated balance sheets	$ 6,964,153	$ 6,390,526	$ 5,838,612

OTHER CURRENT ASSETS (Tables)

12 Months Ended

Dec. 31, 2024

OTHER CURRENT ASSETS

Schedule of composition of other current assets, grouped by major classifications


	December 31,
	2024		2023
Prepaid expenses	$	21,429	$	16,656
Income receivable		24,654		12,844
Prepaid income taxes		33,476		8,136
Derivative assets		1,295		—
Other		7,356		3,036
Total other current assets	$	88,210	$	40,672

BUSINESS COMBINATIONS - Summary of fair value of the consideration transferred (Details) - Skuad $ in Thousands	Aug. 05, 2024 USD ($)
BUSINESS COMBINATIONS
Cash	$ 61,099
Contingent consideration	6,974
Extinguishment of pre-existing receivable	1,000
Settlement of unvested acquiree stock-based compensation awards	315
Total	69,388
Previously reported
BUSINESS COMBINATIONS
Cash	61,099
Contingent consideration	5,283
Extinguishment of pre-existing receivable	1,000
Settlement of unvested acquiree stock-based compensation awards	315
Total	67,697
Adjustment
BUSINESS COMBINATIONS
Contingent consideration	1,691
Total	$ 1,691

GENERAL OVERVIEW (Details)	Dec. 31, 2024 country
Number of countries and territories in which the Company operates	190

SEGMENT INFORMATION (Details) $ in Thousands	12 Months Ended
SEGMENT INFORMATION (Details) $ in Thousands	Dec. 31, 2024 USD ($) segment	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
SEGMENT INFORMATION
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Revenues	$ 977,716	$ 831,103	$ 627,623
Transaction cost	(152,106)	(122,291)	(110,165)
Stock-based compensation	(64,787)	(65,767)	(52,149)
Depreciation & amortization	(47,296)	(27,814)	(20,858)
Other operating expenses	169,550	160,609	149,199
Income taxes	(18,308)	(39,203)	(13,586)
Net income (loss)	121,163	93,333	(11,970)
Single reportable segment
SEGMENT INFORMATION
Revenues	977,716	831,103	627,623
Transaction cost	(152,106)	(122,291)	(110,165)
Labor & related	(279,254)	(272,588)	(286,205)
Stock-based compensation	(64,787)	(65,767)	(52,150)
3rd party contractors	(37,397)	(36,865)	(25,713)
IT & communication	(70,783)	(53,962)	(41,018)
Depreciation & amortization	(47,296)	(27,814)	(20,858)
Other operating expenses	(177,062)	(148,207)	(113,728)
Income taxes	(18,308)	(39,203)	(13,586)
Other segment items	(9,560)	28,927	23,830
Net income (loss)	$ 121,163	$ 93,333	$ (11,970)
Description of other segment items	Other segment items included in net income include finance income and expense, which primarily includes public warrant revaluation and loss on redemption, corporate interest income, and foreign currency remeasurement gains and losses. For the period ended December 31, 2022, this also includes the Company’s share in losses of an associated company

WARRANTS AND SHAREHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2024

WARRANTS AND SHAREHOLDERS' EQUITY

Schedule of changes in fair value of warrant liabilities


	December 31,
	2024		2023
Beginning fair value	$	8,555	$	25,914
Change in fair value		(2,767)		(17,359)
Repurchase and redemption		(5,788)		—
Ending fair value		—		8,555

Schedule of changes in the balances of each component of accumulated other comprehensive income (loss), net of tax


	Year ended December 31, 2024
	Foreign currency translation adjustments		Unrealized losses on available-for-sale debt securities		Unrealized losses on cash flow hedges		Total
Beginning balance	$	(176)	$	—	$	—	$	(176)
Other comprehensive loss before reclassifications		(66)		(322)		(11,938)		(12,326)
Amount of loss reclassified from AOCI		—		—		(107)		(107)
Net current period other comprehensive loss		(66)		(322)		(12,045)		(12,433)
Ending balance	$	(242)	$	(322)	$	(12,045)	$	(12,609)


	Year ended December 31, 2022
	Foreign currency translation adjustments		Total
Beginning balance	$	2,253	$	2,253
Other comprehensive loss before reclassifications		(2,429)		(2,429)
Ending balance	$	(176)	$	(176)

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2024

INCOME TAXES

Schedule of components of net gain (loss) before income taxes

The Company is subject to U.S. federal, state, and foreign income taxes. The components of income (loss) before income taxes and share in losses of associated company for each of the years ended December 31, 2024, 2023 and 2022 were as follows:


	Year Ended December 31,
	2024		2023		2022
Income (loss) before income taxes and share in losses of associated company:
U.S. Domestic	$	159,901	$	133,061	$	13,266
Foreign		(20,430)		(525)		(11,648)
	$	139,471	$	132,536	$	1,618

Schedule of components of provision for income taxes


	Year Ended December 31,
	2024		2023		2022
Current:
Federal	$	24,497	$	37,633	$	1,066
State		2,805		1,298		380
Foreign		13,624		11,394		11,409
Total current tax provision (benefit)		40,926		50,325		12,855
Deferred:
Federal		(10,394)		(10,508)		—
State		(748)		(351)		—
Foreign		(11,476)		(263)		731
Total deferred tax provision (benefit)		(22,618)		(11,122)		731
Provision for income tax expense (benefit)	$	18,308	$	39,203	$	13,586

Schedule of reconciliation of the statutory U.S. federal income tax rate to the actual tax rate

A reconciliation of the statutory U.S. federal income tax rate of 21% in 2024, 2023 and 2022 to the effective income tax rate is as follows:


	Year Ended December 31,
	2024		2023		2022
Tax computed at the statutory U.S. federal income tax rate	$	29,289	$	27,833	$	340
State taxes, net of federal benefit		1,338		655		378
Differences in foreign tax rate¹		(1,343)		456		(2,494)
Change in valuation allowances		(101)		(9,749)		5,258
Share-based compensation		(5,282)		13,053		5,725
Non-taxable revaluations		3,002		(3,723)		(7,132)
Other statutorily non-deductible expenses		1,040		3,044		1,487
Provision to return adjustment		(10,030)		(1,090)		402
Uncertain tax positions		11,846		7,461		7,793
U.S. tax on foreign earnings		1,815		2,051		1,527
U.S. tax benefit for income earned from foreign customers		(12,466)		—		—
U.S. foreign tax credit		(1,020)		—		—
Other		220		(788)		302
	$	18,308	$	39,203	$	13,586

Schedule of components of the Company's long-term deferred tax assets


	Year Ended December 31,
	2024		2023
Deferred tax assets:
Net operating loss carryforwards	$	20,275	$	21,248
Transaction loss provision		1,147		1,149
Property, equipment & software		490		6
Share-based compensation		11,262		2,083
Accrued expenses		1,857		3,154
Employee benefits		6,812		5,258
Operating lease liability		3,310		3,120
Capitalized research and development		17,077		7,426
DTA on OCI (Derivatives/Hedging)		3,751		—
Gross deferred tax assets		65,981		43,444
Valuation allowance		(19,180)		(19,281)
Total deferred tax assets		46,801		24,163

Deferred tax liabilities:
Acquired Intangible Assets		1,471		—
Contract assets		374		413
Right-of-use asset		2,858		3,126
Property, equipment & software		617		909
Internal use software (pre-2022)		1,429		4,415
Other		—		9
Total deferred tax liabilities		6,749		8,872

Net deferred tax assets	$	40,052	$	15,291

Schedule of reconciliation of the beginning and ending amount of unrecognized tax benefits


Balance at December 31, 2023	$	24,793
Increases for tax positions in prior years		2,153
Decreases for tax positions in prior years		(3,504)
Increases for tax positions related to current year		18,317
Balance at December 31, 2024	$	41,759


Balance at December 31, 2022	$	17,333
Increases for tax positions in prior years		1,389
Decreases for tax positions in prior years		(1,752)
Increases for tax positions related to current year		7,823
Balance at December 31, 2023	$	24,793


Balance at December 31, 2021	$	9,540
Decreases in respect of expirations of statute of limitations		(1,413)
Increases for tax positions related to current year		9,206
Balance at December 31, 2022	$	17,333

Schedule of change in the Company's valuation allowance


Balance at December 31, 2023	$	19,281
Additions to valuation allowance		862
Reductions to valuation allowance		(963)
Balance at December 31, 2024	$	19,180


Balance at December 31, 2022	$	28,424
Additions to valuation allowance		972
Reductions to valuation allowance		(10,115)
Balance at December 31, 2023	$	19,281

STOCK-BASED COMPENSATION - Summary of RSU activity (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2024	Dec. 31, 2023
RSUs Weighted Average Grant Date Fair Value
Proceeds from international employees' sales of common stock		$ 795
2017 Stock Incentive Plan
RSUs Units
Vesting period (in years)		4 years
2021 Stock Incentive Plan
RSUs Units
Vesting period (in years)	4 years
Restricted stock units
RSUs Units
Outstanding at beginning of period		30,743,366
Granted		15,302,635
Vested		(9,134,587)
Forfeited		(5,494,184)
Withhold to cover shares repurchased		(2,253,817)	(1,095,803)
Outstanding at end of period		29,163,413	30,743,366
RSUs Weighted Average Grant Date Fair Value
Outstanding at beginning of period		$ 5.65
Awarded		6.01
Withhold to Cover shares repurchased		5.38
Vested		5.81
Forfeited		6.32
Outstanding at end of period		$ 5.68	$ 5.65
Withhold to cover shares repurchased, value		$ 16,068	$ 5,728
Restricted stock units \| Skuad
RSUs Units
Granted		1,870,577
Restricted stock units \| Omnibus Stock Incentive Plan
RSUs Units
Granted		13,432,058

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2024

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation, basis of presentation, and accounting principles:

The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (hereafter – U.S. GAAP) and include the accounts of Payoneer Global Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Investments in an entity where the Company has the ability to exercise significant influence, but not control, over the investee are accounted for using the equity method of accounting. For such investments, the Company’s share of the investee’s results of operations is shown within Share in losses of associated company on the consolidated statements of comprehensive income (loss) and its investment balance as an investment in associated company on the consolidated balance sheets.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Use of estimates in the preparation of financial statements:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, allowance for capital advance receivables, income taxes, goodwill, revenue recognition, stock-based compensation, contingent consideration associated with M&A, and loss contingencies.

Functional currency and translation:

The functional currency of the Company is the U.S. dollar (“dollar” or “$”). Where the Company’s foreign subsidiaries derive their revenue primarily from services provided to the parent company as well as obtain their financing from the parent company in dollars, the Company has determined the functional currencies to be the dollar as well.

Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with the principles set forth in ASC 830, Foreign Currency Translation.

Balances in non-dollar currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions reflected in the consolidated statements of comprehensive income (loss), the transaction date exchange rates are used. The resulting transaction gains or losses are recorded as other financial income or expense. The Company recognized $15,574 of such transaction losses during the year ended December 31, 2024. Depreciation, amortization and other changes deriving from non-monetary items are based on historical exchange rates.

Certain of the Company’s foreign subsidiaries acquired in the Skuad acquisition use the local currency of the respective country of domicile as their functional currencies. Assets and liabilities of these non-U.S. dollar functional currency subsidiaries are translated into U.S. dollars at the period-end rate of exchange. Revenues, costs, and expenses of the non-U.S. dollar functional currency subsidiaries are translated into U.S. dollars using transaction date exchange rates. Gains and losses resulting from these translations are recorded as a component of other comprehensive income (loss) (“OCI”). Gains and losses from the remeasurement of foreign currency transactions into the functional currency are recognized as other financial income or expense in the consolidated statements of comprehensive income (loss).

Fair value measurement:

The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), regarding fair value measurements for assets and liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value and requires certain disclosures about fair value measurements. The provisions apply whenever other accounting pronouncements require or permit fair value measurements.

Fair value measurements used in the consolidated financial statements are based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1— Unadjusted quoted prices in active markets for identical assets or liabilities.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the inputs that market participants would use in pricing.

As of December 31, 2024 and 2023, the fair values of the Company's cash, cash equivalents, customer funds (other than the portion consisting of available-for-sale debt securities), restricted cash, accounts receivable, capital advance receivables, accounts payable, and outstanding operating balances approximated the carrying values of these instruments presented in the Company's consolidated balance sheets because of their nature. As of December 31, 2023, the fair value of the Company’s long-term debt approximated the carrying value for the same reason. The fair value of long-term debt, when carrying value does not approximate fair value, is determined using Level 3 unobservable inputs and assumptions by the Company.

Derivatives and Hedging:

The Company is exposed to foreign currency risk due to operating expenses denominated in New Israeli Shekels. To reduce that risk, the Company enters into foreign currency forward contracts and net purchased options to hedge foreign currency risk related to its foreign operations in Israel. Additionally, the Company is exposed to interest rate risk on its investments in floating rate cash equivalent instruments. To reduce that risk, the Company has purchased interest rate derivative instruments to mitigate interest rate risk on a portion of the revenues associated with these floating rate investments. The company does not use derivative financial instruments for trading or speculative purposes.

The Company designates derivatives as hedges of forecasted transactions (“cash flow” hedges) or derivatives that do not qualify for hedge accounting. To qualify for hedge accounting treatment, a derivative must be highly effective in mitigating the designated risk of the hedged item. Effectiveness of the hedge is formally assessed at inception and throughout the life of the hedging relationship. The Company evaluates the effectiveness of derivative contracts on a quarterly basis by comparing the critical terms of the derivative instruments with the critical terms of the forecasted cash flows of the hedged item; if the critical terms are the same, the Company concludes the hedge will be perfectly effective. The Company does not exclude any component of the changes in fair value of the derivative instruments from the assessment of hedge effectiveness.

To the extent that derivatives qualify as cash flow hedges, changes in the fair value are recorded, net of applicable taxes, in OCI and subsequently reclassified into the same statement of comprehensive income (loss) line item as the hedged exposure when the underlying hedged item is recognized in earnings. Under an election to classify the cash flows from derivatives designated in a qualifying cash flow hedging relationship in the same category as the cash flows from the hedged items, the cash flows associated with derivatives designated as cash flow hedges are reported in cash flows from operating activities in the consolidated statements of cash flows.

Derivatives that are not designated hedges are adjusted to fair value into earnings through financial income or expense. The cash flows associated with these derivatives, if any, are reported in cash flows from investing activities.

Where the Company is party to master netting arrangements, as is the case for interest rate derivative instruments, it offsets the fair value of derivative assets, liabilities, and related collateral balances in its consolidated balance sheet. In the consolidated statements of cash flows, the Company treats cash payments and receipts on collateral as investing cash flows when the collateral account is in an asset position, and as financing cash flows when the collateral account is in a liability position.

The Company was required to pay a premium related to the interest rate derivative instruments discussed above – this premium is amortized using the caplet method over the life of the instrument and is recognized in the same statement of comprehensive income (loss) line item as the hedged exposure. Cash flows related to the premium are included in cash flows from investing activities in the consolidated statements of cash flows.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

f. Cash and cash equivalents and restricted cash:

The Company considers cash invested in short-term bank deposits (up to three months from date of deposit) that are not restricted to withdrawal or use and money market instruments, to be cash equivalents. The Company maintains cash and cash equivalent balances with various institutions, which may include banks, payment service providers, or other financial institutions. The Company regularly reviews investment concentrations of these institutions and has relationships with a globally diversified group of service providers.

The Company defines restricted cash as cash held as collateral for the purpose of maintaining compliance with certain agreements, deposits held with payment processors and issuing banks that assist the Company in executing payment transactions, deposits in connection with regulatory requirements, deposits related to hedging activities, term deposits, proceeds from employee equity transactions to be remitted to employees, and deposits for property rental in different locations around the globe. The classification of restricted cash between current and non-current assets depends on the expected duration of the underlying activity.

Customer funds and investments:

The Company holds all customer balances, inclusive of workforce management customer deposits, both in the U.S. and internationally, as direct claims against us which are reflected on the consolidated balance sheets as a liability classified as outstanding operating balances. Workforce management deposits are collected upon consummation of customer relationships and held to secure future customer payroll obligations and are released to customers upon termination.

The Company does not commingle customer funds in accounts dedicated for holding corporate funds. In certain jurisdictions, the Company may be restricted as to the types of accounts in which customer funds may be maintained and as to the types of assets that may be held.

Customer funds include funds in transit that have not yet settled with the designated payee bank account or have yet to be loaded to a customer card or account. These funds are classified on the consolidated statements of cash flows as investing activities.

The Company maintains dedicated interest and non-interest bearing bank accounts for the holding of customer funds, and has invested certain funds underlying customer balances in available-for-sale debt securities and term deposits. The Company classifies the assets underlying the customer funds as current or non-current based on the maturity of the investment in which they are held.

Investments in available-for-sale debt securities are reported at fair value, net of any unamortized discount or premium, accrued interest, and unrealized gains and losses, within Customer funds on the Company’s consolidated balance sheets. Unrealized gains and losses are included as a component of OCI, net of related estimated tax provisions or benefits. Interest income, amortization of any discount or premium, and realized gains and losses on these securities are recognized within revenue from other sources on the consolidated statements of comprehensive income (loss). In the period of sale, any unrealized gain or loss previously recognized in accumulated other comprehensive income (“AOCI”) is reversed into net income. Purchases, maturities, and sales of debt securities are classified as investing activities and as such, are excluded from the basis of cash, cash equivalents, restricted deposits, and customer funds on the consolidated statements of cash flows.

The Company accounts for purchases and sales of securities on the trade date and recognizes any related cut-off asset or liability within Other current assets or Other payables, respectively, on the consolidated balance sheets.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Investments in term deposits are accounted for as restricted cash, given that the Company’s ability to withdraw the balances is restricted during the term of the deposit agreement. $4,150 and $9,493 in accrued interest on term deposits was included in Other current assets and Other assets, respectively, as of December 31, 2024. Interest income is recognized within revenue from other sources on the consolidated statements of comprehensive income (loss), and the balances are included within Customer funds on the consolidated balance sheets. Similar to investments in debt securities described above, purchases and maturities of term deposits are classified as investing activities and as such, are excluded from the basis of cash, cash equivalents, restricted deposits, and customer funds on the consolidated statements of cash flows.

Accounts receivable, net:

The Company records receivables when services are transferred to customers in exchange for a right to receive consideration, conditional only upon the passage of time. The Company periodically assesses and evaluates the collectability of outstanding receivables and maintains an allowance for expected credit losses related to accounts receivable.

Capital advance (“CA”) receivables, net:

The Company enters into transactions with pre-qualified sellers in which the Company purchases a designated amount of future receivables for an upfront cash purchase price. The delivery of the future receivables purchased in exchange for the advance cash purchase price is facilitated through the seller’s payment processing activities with the Company. There is no economic recourse to the seller in the event that the future receivables are not generated. There is also no fixed period of time in which the seller must deliver the purchased future receivables to the Company, as delivery of the purchased future receivables is contingent on the sellers’ generation of such receivables.

Although there is no economic recourse to the seller in the event that the future receivables are not generated, the degree of uncertainty related to this economic benefit is mitigated by the due diligence performed by the Company prior to purchasing the seller’s future receivables and is further mitigated by contractual remedies.

The Company’s due diligence includes, but is not limited to, detailed analysis of the seller’s historical processing volumes, transaction count, chargeback history, growth of the seller, and account longevity with the Company or marketplace.

The Company recognizes revenues associated with these fees over the CA period, adjusting the amount to reflect an effective interest rate. The fees earned on these receivables are included in revenue on the consolidated statements of comprehensive income (loss) and the total fees were not significant to the Company’s operations for the years ended December 31, 2024, 2023 or 2022.

CA receivables, net represents the aggregate amount of CA-related receivables as of the consolidated balance sheet date, net of an allowance for potential uncollectible amounts in the event of merchant fraud, diversion or default. For the purchased receivables, the Company is generally exposed to potential advance losses related to uncollectibility, and as such, the Company establishes an allowance for CA losses (“ALCAL”). Changes to the ALCAL are reflected as transaction costs on the consolidated statements of comprehensive income (loss), according to company’s charge-off methodology.

The ALCAL is primarily based on expectations of credit losses based on historical lifetime loss data as well as macroeconomic forecasts applied to the portfolio, which is segmented by programs. Loss rates are generated using historical loss data for each portfolio and are applied to segments of each portfolio. The Company then applies macroeconomic factors such as market unemployment rate, current and forecasted GDP, S&P yield and inflation rate, which are sourced externally, using a single scenario that the Company believes is most appropriate to the economic conditions applicable to a particular period. Expected credit loss rates, inclusive of historical loss data and macroeconomic factors, are applied to the principal amount of the Company’s CA receivables.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

j.Property, equipment and software, net:

Property, equipment, and software are stated at cost less accumulated depreciation and amortization. Additions, renewals, and betterments are capitalized. Maintenance and repairs that do not extend the useful life of the asset are expensed as incurred.

The Company computes depreciation and amortization using the straight-line method over the estimated useful lives as follows:


		Years
Computers, software and peripheral equipment		1-5
Furniture and office equipment		5-17
Leasehold improvements		Shorter of useful life of improvement or lease term

Internal use software:

The Company accounts for costs incurred to develop or obtain software and other applications for internal use in accordance with ASC 350-40, Internal-Use Software. Software purchased for internal use is accounted for as the acquisition of an intangible asset and is capitalized at cost. Costs related to developing software for internal use are expensed or capitalized depending on the project stage in which the costs are incurred. The Company capitalizes costs incurred during the application development stage, which include costs to design the software, application configuration, interfaces, coding, installation, and testing. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred.

Capitalized internal use software is presented within intangible assets, net on the consolidated balance sheets. The assets are amortized over the period of estimated benefit of 1.2-3 years, using the straight-line method, and related amortization is presented under depreciation and amortization on the consolidated statements of comprehensive income (loss). No significant residual value is estimated for internal use software. Costs incurred to maintain existing product offerings are expensed as incurred. The capitalization and ongoing assessment of recoverability of development cost requires considerable judgement by management.

Cloud computing arrangements:

The Company enters into certain cloud-based software hosting arrangements. If management determines that a cloud computing arrangement conveys the right to a software license, the Company accounts for the software license element of the arrangement consistent with the acquisition of other internal use software licenses. If a cloud computing arrangement does not include a software license, the Company accounts for the arrangement as a service contract and expenses all costs not directly related to capitalizable implementation, including overhead costs and costs of service agreements, in the period they are incurred.

Costs related to implementation of cloud computing arrangements that qualify for capitalization are stated at cost less accumulated amortization within prepaid expenses, allocated between other current and other non-current assets on the consolidated balance sheets based on the expected amortization to be recognized within one year. Such capitalized costs are amortized using the straight-line method over the fixed, non-cancellable term of the associated hosting arrangement, plus any reasonably certain renewal periods, beginning when the cloud computing arrangement is substantially complete and ready for its intended use. The amortization expense of such capitalized costs are presented within the same financial statement line items as the associated service fees in the consolidated statements of comprehensive income (loss).

As of December 31, 2024, the net carrying value of capitalized implementation costs included $98 and $552 in other current assets and other non-current assets, respectively. As of December 31, 2024, the Company had not begun to amortize those capitalized implementation costs.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Business combinations and asset acquisitions:

In evaluating purchase transactions, the Company first applies a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

If the screen test is met, the transaction is accounted for as an asset acquisition. The Company recognizes assets acquired in an asset acquisition based on the cost to the Company on a relative fair value basis, which includes transaction costs in addition to consideration transferred and liabilities incurred as part of the transaction. Neither goodwill nor bargain purchase gains are recognized in an asset acquisition.

If the screen test is not met, the Company further considers whether the set of assets or acquired entities have at a minimum, inputs and processes that have the ability to create outputs which would meet the definition of a business. The Company accounts for business combinations using the acquisition method when control is transferred to the Company. The consideration transferred in the acquisition is measured at fair value, as are the identifiable net tangible and intangible assets acquired. The fair value of the assets are considered significant estimates made by the Company. Any residual purchase price is allocated as goodwill. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. Any contingent consideration connected to the business combination is measured at fair value at the date of acquisition and each reporting period thereafter. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed in the business combination, with the corresponding offset recorded to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of comprehensive income (loss) or as an adjustment to acquisition-related assets and liabilities.

Goodwill and intangible assets:

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination and is allocated to the reporting unit expected to benefit from the business combination. Goodwill is tested for impairment, at a minimum, on an annual basis at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, the reporting unit’s carrying value is compared to its fair value. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value.

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. Failure to achieve these expected results, changes in the discount rate or market pricing metrics, may cause a future impairment of goodwill at the reporting unit level.

Intangible assets consist of internal use software (refer to note 2k), customer relationships, and acquired developed technology. Intangible assets are amortized over the period of estimated useful life using the straight-line method and have estimated useful lives as shown below. No significant residual value is estimated for intangible assets.

The Company computes amortization using the straight-line method over the estimated useful lives as follows:


		Years
Internal use software		1.2-3
Customer relationships		11.4
Acquired developed technology		3-6

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. An asset is considered impaired if its carrying value exceeds the future net cash flow the asset is expected to generate.

Impairment of long-lived assets:

The Company reviews long-lived assets for their impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the carrying value of the asset exceeded the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset, a write-down would be recorded to reduce the related asset to its estimated fair value.

Leases:

The Company determines whether an arrangement is a lease for accounting purposes at contract inception by determining whether an asset is explicitly or implicitly identified in the arrangement, and whether the Company obtains the right to control the use of that asset. As of December 31, 2024 and 2023, the Company had entered into operating leases for office facilities and employee vehicles and did not have any finance leases.

Operating leases are recorded as right-of-use (“ROU”) assets, which are presented as right-of-use assets, and lease liabilities, which are included in other payables and other long-term liabilities, on the consolidated balance sheets, depending on their classification as short- or long-term, respectively.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate; it uses an incremental borrowing rate for specific terms on a collateralized basis based on the information available on either the ASC 842, Leases, transition date or lease commencement date, as applicable, in determining the present value of lease payments.

The ROU asset calculation accounts for lease payments and incentives. The ROU asset and lease liability may include amounts attributed to options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term. In certain instances, the Company may have lease agreements with lease and non-lease components. In these instances, the Company has elected to apply the practical expedient and account for the lease and non-lease components as a single lease component for all leases. The Company applies a single portfolio approach within certain lease classes to account for the ROU assets and lease liabilities. The Company does not recognize ROU assets and lease liabilities arising from short-term leases.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of Common Stock and whether the warrant holders could potentially require different settlement value of consideration in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a derivative liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as gain or loss on the consolidated statements of comprehensive income (loss). In accordance with ASC 825-10, Financial Instruments, offering costs attributable to the issuance of the derivative warrant liabilities are recognized in the statements of comprehensive income (loss) as incurred.

Treasury stock:

The Company accounts for repurchases of shares of its common stock as of the trade date, and includes in treasury stock the repurchase price plus any costs associated with the transaction.

When and if treasury stock is reissued, the Company applies the average cost method to determine the value of the reissued shares. The Company credits gains on reissuances to additional paid-in capital and offsets losses against historical gains. Losses in excess of historical gains will be recognized against retained earnings.

Treasury stock is included in authorized and issued shares but excluded from outstanding shares.

Revenue recognition:

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The majority of the Company’s revenue is recognized and collected upon the completion of the underlying transaction.

Card and customer account revenue:

Transaction fee revenues - the Company’s transaction fee revenue principally consists of usage fees. Revenue may vary based on the size and volume of transactions, the payment methods used, the currencies to be ultimately disbursed and the countries to which the funds are transferred. Transaction fee revenues are recognized at a point in time which is the period when the underlying transactions occur, and at this time the amounts are known.

Collection and loading fees - fees are charged to customers upon withdrawal of funds into a customer’s bank account or utilization of funds loaded or allocated to cards. Fees are recognized at a point in time which is the period that the underlying withdrawal or load to a customer occurs.

Service and maintenance fees - maintenance and service fees are charged either monthly or annually to customers. Fees charged in advance to customers covering a single reporting period or multiple reporting periods are recognized when the fee is charged as there is no binding contract term and the fee does not represent a material right to the customer.

Cancellations and refunds of fees - the Company records revenue net of transaction cancellation and refunds of fees. Cancellations and refunds of fees are estimated at the time that the underlying transaction occurs and are provided for in advance of the cancellation or refund.

Capital advance fees:

The Company offers customers a cash advance in exchange for a fixed amount of their future receivables. Such customers use Payoneer’s payment services to receive payments from third-party online marketplaces for goods and services sold on the marketplaces. For the cash advances in which the Company retains the right to future receivables, the fee is recognized over the advance period. Refer to Note 2i for the Company’s accounting policy related to capital advance receivables.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Global bank transfer revenue:

Revenues generated from bank transfers are recorded at the time the related funds transfer is executed and delivered to the beneficiary. Revenue is deferred until it reaches the beneficiary even if it has been collected by the Company at any point during the bank transfer process. The timing of recognition is dependent on geographic region, and overall reliance on third-party processors and financial institutions.

The Company uses third-party processors and financial institutions in executing foreign exchange transactions with third-parties. The Company acts as the principal in these transactions and recognizes revenue as it relates to these transactions on a gross basis as the Company controls the service to the end customer and directs third-party processors and other financial institutions to perform the specified services on the Company’s behalf. To the extent revenues are recorded on a gross basis, any commissions or other payments to third-parties are recorded as transaction costs so that the net amount (gross revenue less transaction costs) is reflected in operating income (loss). The company charges both fixed and variable fees related to global bank transfers. Fixed fees are generally on a per transaction basis while variable are generally based on volume of transactions where transactions involve funds transferred to the Company in one currency which are transferred to a beneficiary in another currency.

Interest earned on customer funds balances:

As discussed in Note 2g, the Company holds customer funds in both interest and non-interest bearing accounts. Interest earned on these balances is recognized as revenue.

Customer acquisition costs:

The Company capitalizes certain consideration paid to customers, which include costs associated with customer acquisition rewards, and certain costs to obtain contracts, which include employee sales commissions that are incremental to the acquisition of customer contracts. These costs are recorded as other assets on the consolidated balance sheets. The Company determines whether costs should be deferred based on the incremental nature of the underlying cost and if the cost would not have occurred absent the customer acquisition.

Customer acquisition rewards primarily refers to incentive payments made to existing customers, third parties and new customers when a new customer is referred and utilizes the Company’s services, subject to certain conditions. Certain capitalized sales commissions include payments made to employees that are directly related to new customers’ acquisitions or increased revenue or volume for existing customers.

Amortization of customer acquisition rewards and sales commissions are consistent with the pattern of revenue recognition of each performance obligation. Incentives earned by customers and third parties for referring new customers are paid in exchange for a distinct service and accounted for as sales and marketing expenses on the consolidated statements of comprehensive income (loss). Any amounts paid in excess of the fair value of the referral service received are recorded as a reduction of revenue. Fair value of the service is established using amounts paid to vendors for similar services. The Company has applied the practical expedient in ASC 340-40 to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less.

The Company recognizes an asset for incremental costs to obtain a contract such as sales commissions and other customer incentives. The asset is amortized on a systematic basis over the expected customer relationship period, which is estimated as of December 31, 2024 to be 2.42 years. The amortization is recorded within sales and marketing expense on the consolidated statements of comprehensive income (loss).

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

The Company offers various programs to acquire customers. In certain customer acquisition arrangements with existing customers, the payments to the customer are recorded as a reduction of revenue.

The Company periodically reviews these deferred customer acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. There were no impairment losses recorded during the periods presented.

Transaction costs:

Transaction costs consist of fees paid to banks, processors and card networks, costs to acquire currencies, card supply costs and other fees related to the Company’s services. These costs are net of any rebate programs with banks, processors and networks, such as currency conversion assessment rebates and volume rebates. These costs are primarily driven by transaction size and volume.

The Company is exposed to potential transaction losses due to credit or debit collections, recalled payments and card negative balances and related chargebacks, including charge-offs related to CA. These losses are included in transaction costs. The Company established an allowance for estimated losses arising from processing customer transactions, which represents an accumulation of the estimated amounts necessary to provide for transaction losses incurred as of the reporting date, including those for which the Company has not yet identified. The allowance is monitored quarterly and is updated based on actual claims data. The allowance is based on known facts and circumstances as well as internal factors. As of December 31, 2024 and 2023, the provision for transaction losses, including the allowance for CA totaled $8,004 and $7,418, respectively, and was included in other payables, with the exception of the allowance for CA which is within CA receivables, net on the consolidated balance sheets. Transaction costs also include expenses related to the Warehouse Facility and are considered to be related party balances as further described within Notes 14 and 26.

Other operating expenses:

Other operating expenses include compensation for the Company’s employees and contingent workforce who support customer service calls, card and account approval, banking infrastructure implementations, transactions monitoring and liquidity management as well as indirect costs incurred for fraud detection, compliance operations and maintenance costs related to the Company’s customer call center infrastructure.

Sales and marketing expenses:

Sales and marketing include business development and product launch costs, marketing and advertising costs, retention and customer support costs, partnership commissions, and certain customer acquisition costs. This also includes employee compensation and related costs to support the sales and marketing process. Advertising and certain marketing costs are expensed as incurred and amounted to $35,767, $23,878 and $23,985 for the years ended December 31, 2024, 2023 and 2022, respectively.

Research and development expenses:

Research and development expenses are charged to the consolidated statements of comprehensive income (loss) as incurred and consist primarily of employee compensation and related costs, professional services and consulting expenses, and non-capitalized costs associated with the development of new technologies.

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.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Stock-based compensation:

Equity awards granted to employees and non-employees are accounted for using the grant date fair value method. The grant date fair value is determined as follows: for restricted stock units (“RSUs”) and stock options with an exercise price, using the Black Scholes pricing model, for stock options or RSUs with market conditions and the Employee Stock Purchase Plan (“ESPP”), using a Monte Carlo model, and for RSUs and stock options with no or an insignificant exercise price with service conditions, based on the grant date share price. The fair value of share-based payment transactions is recognized as expense over the requisite service period. Forfeitures are accounted for as they occur.

The Company measures the compensation cost related to options, RSUs, and ESPP rights awarded on the grant date and recognizes the cost on a straight-line basis over the requisite service period of the awards. Cost of awards with service conditions and market-based conditions for vesting are recognized using the graded vesting method. For awards with market conditions, compensation expense is not reversed if the market conditions are not satisfied.

The Company measures the additional compensation cost of modified awards on the date of modification and recognizes the cost (1) on the modification date for past service periods and (2) on a straight-line basis over the future related service period.

The fair value of an equity instrument issued to a non-employee is measured as of the grant date. The fair value of the awards is recognized over the vesting period, which coincides with the period that the counter-party provides services to the Company.

The Company recognizes a tax benefit of stock-based compensation in the consolidated statements of comprehensive income (loss) if the tax benefit is realized.

The Company issues new shares for the ESPP and upon option exercise or RSU vesting.

Concentration of risks:

Credit risk concentration

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, customer funds, restricted cash, and accounts receivable. The Company’s assets are held with various institutions, which may include banks, payment service providers, or other financial institutions throughout the world. The Company regularly reviews its relative exposure to financial and other institutions and has relationships with a globally diversified group of service providers. A significant portion of the Company’s funds are deposited at large depository institutions and global systematically important banks. The vast majority of those cash funds exceed applicable FDIC coverage insurance limits or are held with financial institutions in countries that do not offer deposit insurance and are subject to specific institutional, regional and country risks. The Company is also exposed to transaction losses due to funds blocked with its global bank transfers processors. See also Note 19.

58% and 62% of the Company’s cash and cash equivalents and customer funds are concentrated with U.S. financial institutions as of December 31, 2024 and 2023, respectively.

Cash and cash equivalents and customer funds balances denominated in U.S. dollars represent 74% and 77% of the balance of the cash, cash equivalents and customer funds at December 31, 2024, and 2023, respectively.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Vendor concentration

The Company issues cards directly under its Mastercard license and utilizes a third-party issuing bank for issuance to customers in the United States and for its corporate purchasing card service. If the issuing bank ceases to transact with current cardholders, experiences a significant disruption that affects current cardholder transactions, or ceases to operate as an issuing bank due to circumstances outside of the Company’s control, or if Mastercard revokes the Company’s license to issue cards, the Company’s financial condition and operating results could be materially impacted.

Marketplace and customer concentration

In 2024, 2023, and 2022, revenues associated with one individual marketplace represented 23%, 25%, and 23%, respectively, of total revenue. In 2023 and 2022, revenues associated with another individual marketplace represented 11% and 23%, respectively, of total revenue.

In 2024, 2023 and 2022, revenues generated from customers who reside in Greater China constituted 35%, 35% and 31%, respectively, of total revenues. This geographic concentration creates exposure to local economic and political conditions, and to economic downturns in the markets serviced by customers who reside in Greater China. Any unforeseen events or changes in regulation or legal requirements in Greater China that restrict the services the Company can provide to customers who reside in Greater China could have a material impact on the Company’s financial statements.

Geographical employee concentration

In October 2023, in response to Hamas’ attack on Israel from the Gaza Strip, Israel declared war on Hamas, which has since expanded into additional fronts. Approximately 55% of the Company’s global employee base is located in Israel, including approximately 78% of its research and development resources. At this time, an insignificant amount of the Company’s Israeli workforce have been called to military reserve duty and the Company has contingencies in place to cover impacted roles and responsibilities.

aa.

Income taxes:

Income taxes are accounted for using an asset and liability approach as required under U.S. GAAP. The asset and liability approach requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The measurement of current and deferred tax liabilities and assets is based on provisions of the relevant tax law; the effects of future changes in tax laws or rates are not anticipated. Deferred taxes have not been provided on the amount of unremitted earnings from foreign subsidiaries retained for reinvestment in the Company. 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. Deferred tax assets and liabilities, along with any related valuation allowance, are classified as non-current assets or non-current liabilities on the balance sheets.

The Company follows the guidance on accounting for uncertainty in income taxes in accordance with U.S. GAAP. The guidance provides a comprehensive model for the recognition, measurement and disclosure in financial statements of uncertain income tax positions that a company has taken or expects to take on a tax return. Under this guidance, a company can recognize the benefit of an income tax position only if 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, the Company accrues 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.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Income tax expense includes U.S. (federal and state) and foreign income taxes. Notwithstanding the U.S. taxation of Section 965 Transition Tax amounts in 2017 and ongoing anti-deferral taxation by the U.S. through provisions such as Subpart F income and Global Intangible Low Taxed Income (“GILTI”), the Company intends to continue to invest most or all of its earnings, as well as its capital, in its foreign subsidiaries indefinitely and does not expect to incur any significant, additional taxes related to such amounts.

The Company releases the tax effects from AOCI into earnings in the consolidated statements of comprehensive income (loss) when the underlying item of AOCI is realized.

bb.

Contingencies:

Loss contingencies are recognized in the consolidated financial statements when the loss is probable and can be reasonably estimated. Gain contingencies are recognized when realized. Legal costs are expensed as incurred and recorded in general and administrative expenses on the consolidated statements of comprehensive income (loss).

cc.

Recently issued accounting pronouncements:

Financial Accounting Standards Board (“FASB”) standards adopted during 2024

In 2023, the FASB issued guidance, ASU 2023-07, that requires entities to report incremental information about significant segment expenses included in the segment measure of profit or loss, as well as the name and title of the chief operating decision maker (“CODM”) and an explanation of how the CODM uses each reported measure of segment profit or loss. The guidance also requires interim disclosures related to reportable segment profit or loss and assets that had previously only been disclosed annually, and requires entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. The new standard is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024 and must be applied retrospectively to all prior periods presented in the financial statements. Adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements. Refer to Note 22 for required disclosures.

FASB Standards issued, but not adopted as of December 31, 2024

In 2023, the FASB issued guidance, ASU 2023-09, which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). It also requires entities to disclose their income tax payments (net of refunds received) to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures.

In 2024, the FASB issued guidance, ASU 2024-03, which requires the disaggregated disclosure of certain costs and expenses on an interim and annual basis. The new standard is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 and can be applied prospectively with the option for retrospective application to all prior periods presented in the financial statements, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures.

SIGNIFICANT ACCOUNTING POLICIES - Functional currency and translation and Property, equipment, software and Cloud computing (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Property, Plant and Equipment [Line Items]
Transaction losses recorded as other financial income or expense	$ 15,574
Other current assets
Property, Plant and Equipment [Line Items]
Net carrying value of capitalized implementation costs	98
Other non-current assets
Property, Plant and Equipment [Line Items]
Net carrying value of capitalized implementation costs	$ 552
Minimum \| Computers, software and peripheral equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	1 year
Minimum \| Furniture and office equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	5 years
Maximum \| Computers, software and peripheral equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	5 years
Maximum \| Furniture and office equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	17 years

LEASES

12 Months Ended

Dec. 31, 2024

LEASES

LEASES

NOTE 12 – LEASES

The Company’s lease expense was as follows:


	Year Ended December 31,
	2024		2023		2022
Short-term lease expense	$	1,018		1,501		1,430
Operating lease expense		11,148		10,122		11,224
Total lease expense	$	12,166	$	11,623	$	12,654

NOTE 12 – LEASES (continued):

The operating cash flows associated with operating leases were $14,068, $10,248 and $10,686 for the years ended December 31, 2024, 2023 and 2022, respectively. Additional balance sheet information related to leases was as follows:


	December 31,
	2024			2023
Operating lease right-of-use assets	$	19,403		$	24,854

Operating lease liabilities within other payables	$	5,735		$	7,171
Operating lease liabilities within other long-term liabilities		15,645			17,836
Total operating lease liabilities	$	21,380		$	25,007

Weighted average remaining lease term – operating leases		7.54	years		7.11	years
Weighted average discount rate – operating leases		5.93	%		6.06	%

Operating lease amounts include minimum lease payments under the Company’s non-cancelable operating leases primarily for office facilities and employee vehicles. The amounts presented are consistent with contractual terms and are not expected to differ significantly from actual results under the Company’s existing leases.

The Company leases its facilities under various operating lease agreements, which expire on various dates. The minimum lease commitments due as of the year ended under non-cancelable operating leases are as follows:


As of December 31, 2024
2025	$	705
2026		9,514
2027		3,722
2028		1,930
2029		1,923
Thereafter		12,372
Total		30,166
Less present value discount		(8,786)
Lease liability	$	21,380

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)	Common Stock	Treasury Stock	Additional paid-in capital	Accumulated other comprehensive income (loss)	Retained earnings (accumulated deficit) Adoption of ASC 326	Retained earnings (accumulated deficit)	Total
Beginning balance at Dec. 31, 2021	$ 3,404,000	$ 0	$ 575,470,000	$ 2,253,000		$ (94,054,000)	$ 487,073,000
Beginning balance (in shares) at Dec. 31, 2021		0
Beginning balance (in shares) at Dec. 31, 2021	340,384,157
Exercise of options and vested RSUs, and shares granted, net of taxes paid related to settlement of equity awards	$ 114,000		17,392,000				17,506,000
Exercise of options and vested RSUs, and shares granted, net of taxes paid related to settlement of equity awards (in shares)	11,478,291
Stock-based compensation			53,741,000				53,741,000
ESPP shares issued	$ 10,000		3,830,000				3,840,000
ESPP shares issued (in shares)	979,577
Foreign currency translation adjustments				(2,429,000)			(2,429,000)
Net income (loss)						(11,970,000)	(11,970,000)
Ending balance at Dec. 31, 2022	$ 3,528,000	$ 0	650,433,000	(176,000)	$ (2,505,000)	(108,529,000)	545,256,000
Ending balance (in shares) at Dec. 31, 2022	352,842,025	0
Exercise of options and vested RSUs, and shares granted, net of taxes paid related to settlement of equity awards	$ 140,000		6,329,000				6,469,000
Exercise of options and vested RSUs, and shares granted, net of taxes paid related to settlement of equity awards (in shares)	13,959,542
Stock-based compensation			69,028,000				69,028,000
ESPP shares issued	$ 19,000		7,104,000				7,123,000
ESPP shares issued (in shares)	1,853,618
Common stock repurchased		$ (56,936,000)					(56,936,000)
Common stock repurchased (shares)		(11,064,692)
Net income (loss)						93,333,000	93,333,000
Ending balance at Dec. 31, 2023	$ 3,687,000	$ (56,936,000)	732,894,000	(176,000)		(15,196,000)	$ 664,273,000
Ending balance (in shares) at Dec. 31, 2023		(11,064,692)					11,064,692
Ending balance (in shares) at Dec. 31, 2023	368,655,185
Exercise of options and vested RSUs, and shares granted, net of taxes paid related to settlement of equity awards	$ 260,000		13,947,000				$ 14,207,000
Exercise of options and vested RSUs, and shares granted, net of taxes paid related to settlement of equity awards (in shares)	26,038,653
Stock-based compensation			68,251,000				68,251,000
ESPP shares issued	$ 13,000		6,104,000				6,117,000
ESPP shares issued (in shares)	1,271,750
Common stock repurchased		$ (136,788,000)					(136,788,000)
Common stock repurchased (shares)		(24,807,647)
Unrealized loss on available-for-sale debt securities, net				(412,000)			(412,000)
Tax benefit on unrealized loss on available-for-sale debt securities, net				90,000			90,000
Unrealized loss on cash flow hedges, net				(15,473,000)			(15,473,000)
Tax benefit on unrealized loss on cash flow hedges, net				3,428,000			3,428,000
Foreign currency translation adjustments				(66,000)			(66,000)
Net income (loss)						121,163,000	121,163,000
Ending balance at Dec. 31, 2024	$ 3,960,000	$ (193,724,000)	$ 821,196,000	$ (12,609,000)		$ 105,967,000	$ 724,790,000
Ending balance (in shares) at Dec. 31, 2024		(35,872,339)					35,872,339
Ending balance (in shares) at Dec. 31, 2024	395,965,588

OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
OTHER CURRENT ASSETS
Prepaid expenses	$ 21,429	$ 16,656
Income receivable	24,654	12,844
Prepaid income taxes	33,476	8,136
Derivative assets	1,295
Other	7,356	3,036
Total other current assets	$ 88,210	$ 40,672

INCOME TAXES - Net gain (loss) before income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income (Loss) Attributable to Parent, before Tax [Abstract]
U.S. Domestic	$ 159,901	$ 133,061	$ 13,266
Foreign	(20,430)	(525)	(11,648)
Income (loss) before taxes on income and share in losses of associated company	$ 139,471	$ 132,536	$ 1,618

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 7: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-1

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

RESTRUCTURING CHARGES

12 Months Ended

Dec. 31, 2024

RESTRUCTURING CHARGES

RESTRUCTURING CHARGES

NOTE 16 – RESTRUCTURING CHARGES

The Company did not incur restructuring charges during the year ended December 31, 2024.

During the third quarter of 2023, the Company initiated a plan to reduce its workforce by approximately 9% (the “Plan”). The Plan is intended to enhance productivity and efficiency and streamline the Company’s organizational structure to better align operations with its growth objectives.

During the year ended December 31, 2023, the Company incurred and paid costs of $4,448 related to severance and other employee termination benefits. The Company does not expect to incur additional costs related to the Plan. The restructuring costs are recognized in the consolidated statements of comprehensive income (loss) as follows:


	Severance and other employee termination benefits
Other operating expenses	$	623
Research and development expenses		1,559
Sales and marketing expenses		2,029
General and administrative expenses		277
Total	$	4,488

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Related Party
Defined Benefit Plan Disclosure [Line Items]
Interest expense and fees associated with related party transactions	$ 1,399	$ 1,781	$ 1,491

INCOME TAXES - Valuation allowances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Valuation Allowance [Abstract]
Beginning balance	$ 19,281	$ 28,424
Additions to valuation allowance	862	972
Reductions to valuation allowance	(963)	(10,115)
Ending balance	$ 19,180	$ 19,281

OTHER CURRENT ASSETS

12 Months Ended

Dec. 31, 2024

OTHER CURRENT ASSETS

OTHER CURRENT ASSETS

NOTE 8 - OTHER CURRENT ASSETS

Composition of other current assets, grouped by major classifications, is as follows:


	December 31,
	2024		2023
Prepaid expenses	$	21,429	$	16,656
Income receivable		24,654		12,844
Prepaid income taxes		33,476		8,136
Derivative assets		1,295		—
Other		7,356		3,036
Total other current assets	$	88,210	$	40,672

SEGMENT INFORMATION (Tables)

12 Months Ended

Dec. 31, 2024

SEGMENT INFORMATION

Schedule of segment information


	Year Ended December 31,
	2024		2023		2022
Revenue	$	977,716	$	831,103	$	627,623
Less:
Transaction cost¹		(152,106)		(122,291)		(110,165)
Labor & related		(279,254)		(272,588)		(286,205)
Stock-based compensation		(64,787)		(65,767)		(52,150)
3rd party contractors		(37,397)		(36,865)		(25,713)
IT & communication		(70,783)		(53,962)		(41,018)
Depreciation & amortization		(47,296)		(27,814)		(20,858)
Other operating expenses²		(177,062)		(148,207)		(113,728)
Income taxes		(18,308)		(39,203)		(13,586)
Other segment items³		(9,560)		28,927		23,830
Net income (loss)	$	121,163	$	93,333	$	(11,970)

(1)	Refer to Note 21 for disaggregation of transaction cost into significant segment expense categories.

(2)	Other operating expenses include miscellaneous, individually insignificant operating expenses. The Company’s CODM review these items in aggregate.

(3)

SIGNIFICANT ACCOUNTING POLICIES - Customer funds and investments (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Other current assets
Accrued interest on term deposits	$ 4,150
Other non-current assets
Accrued interest on term deposits	$ 9,493

CAPITAL ADVANCE ("CA") RECEIVABLES (Tables)

12 Months Ended

Dec. 31, 2024

CAPITAL ADVANCE ("CA") RECEIVABLES

Schedule of purchased and collected principal amounts associated with Capital Advance (CA) receivables

During the years ended December 31, 2024 and 2023, the Company has purchased and collected the following principal amounts associated with CA receivables, including foreign exchange adjustments:


	December 31,
	2024		2023
Beginning CA receivables, gross	$	50,552	$	42,466
CA extended to customers		329,408		298,467
Change in revenue receivables		(185)		420
CA collected from customers		(314,443)		(285,530)
Charge-offs, net of recoveries		(4,135)		(5,271)
Ending CA receivables, gross	$	61,197	$	50,552
Allowance for CA losses		(4,955)		(5,059)
CA receivables, net	$	56,242	$	45,493

Schedule of current and overdue amounts of CAs

The outstanding gross balance at December 31, 2024, consists of the following current and overdue amounts:


Total	Current	1-30 days overdue	30-60 overdue	60-90 overdue	Above 90 overdue
61,197	58,372	1,804	352	298	371

The outstanding gross balance at December 31, 2023, consists of the following current and overdue amounts:


Total	Current	1-30 days overdue	30-60 overdue	60-90 overdue	Above 90 overdue
50,552	47,332	1,977	692	276	275

Schedule of current and overdue balances CAs that are segregated into the timing of expected collections

The following are current and overdue balances from above that are segregated into the timing of expected collections at December 31, 2024:


		Due in less than			Due in more than
Total	Overdue	30 days	Due in 30-60 days	Due in 60-90 days	90 days
61,197	2,825	13,654	13,357	23,252	8,109

The following are current and overdue balances from above that are segregated into the timing of expected collections at December 31, 2023:


		Due in less than			Due in more than
Total	Overdue	30 days	Due in 30-60 days	Due in 60-90 days	90 days
50,552	3,220	10,841	13,696	17,462	5,333

Schedule of rollforward for the allowance for CA losses ("ALCAL")

Below is a roll forward for the ALCAL for the years ended December 31, 2024 and 2023:


	December 31,
	2024		2023
Beginning balance	$	5,059	$	5,311
Provisions		4,955		5,227
Recoveries		(924)		(208)
Charge-offs		(4,135)		(5,271)
Ending balance	$	4,955	$	5,059

WARRANTS AND SHAREHOLDERS' EQUITY - Narrative (Details) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended
	Sep. 25, 2024 USD ($) $ / shares	Sep. 09, 2024 USD ($) $ / shares shares	Sep. 30, 2024 $ / shares	Dec. 31, 2024 USD ($) Vote $ / shares	Dec. 31, 2023 USD ($) shares
WARRANTS AND SHAREHOLDERS' EQUITY
Number of votes per share \| Vote				1
Exercise price of warrants \| $ / shares				$ 11.5
Warrant Price (per share) \| $ / shares	$ 0.7	$ 0.78	$ 0.78
Outstanding warrant (Per share) \| $ / shares			$ 0.7
Warrants \| shares		24,030,937
Outstanding Warrants (as Percentage)		95.50%
Warrants repurchased	$ 789	$ 18,744		$ 19,834
Loss recognized upon repurchase	(530)	$ (13,217)
Transaction costs incurred for the repurchase of warrants	$ 1,000
Outstanding warrants \| shares					25,158,086
Warrants and Rights Outstanding					$ 8,555

RESTRUCTURING CHARGES (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
RESTRUCTURING CHARGES (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2023
RESTRUCTURING CHARGES
Percentage of reduction in workforce	9.00%
Total		$ 4,488
Other operating expenses
RESTRUCTURING CHARGES
Total		$ 623
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]		Other Operating Income (Expense), Net
Research and development expenses
RESTRUCTURING CHARGES
Total		$ 1,559
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]		Research and Development Expense
Sales and marketing expenses
RESTRUCTURING CHARGES
Total		$ 2,029
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]		Selling and Marketing Expense
General and administrative expenses
RESTRUCTURING CHARGES
Total		$ 277
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]		General and Administrative Expense
Severance and other employee termination benefits
RESTRUCTURING CHARGES
Total		$ 4,448

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

SIGNIFICANT ACCOUNTING POLICIES - Revenue recognition (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) segment
Disaggregation of Revenue [Line Items]
Number of operating segments	1
Number of reportable segments	1
Expected customer relationship period	2 years 5 months 1 day
Impairment losses on deferred customer acquisition costs \| $	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

CUSTOMER FUNDS AND INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2024

CUSTOMER FUNDS AND INVESTMENTS

Schedule of assets underlying customer funds


	December 31,		December 31,
	2024		2023
Cash and cash equivalents	$	5,189,216	$	6,390,526
Available-for-sale debt securities		1,174,937		—
Term deposits		75,000		—
Total current customer funds	$	6,439,153	$	6,390,526
Term deposits		525,000		—
Total non-current customer funds	$	525,000	$	—
Total customer funds	$	6,964,153	$	6,390,526

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2024	Feb. 19, 2025	Jun. 28, 2024
Document and Entity Information [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
Document Transition Report	false
Entity Registrant Name	Payoneer Global Inc.
Securities Act File Number	001-40547
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1778671
Entity Address, State or Province	NY
Entity Address, Address Line One	195 Broadway, 27th Floor
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10007
City Area Code	212
Local Phone Number	600-9272
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	PAYO
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 1,539,618,419
Entity Common Stock, Shares Outstanding		359,854,076
Entity Central Index Key	0001845815
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	Kesselman & Kesselman
Auditor Firm ID	1309
Auditor Location	Tel Aviv, Israel
Document Financial Statement Error Correction [Flag]	false

OTHER LONG-TERM LIABILITIES

12 Months Ended

Dec. 31, 2024

OTHER LONG-TERM LIABILITIES

OTHER LONG-TERM LIABILITIES

NOTE 15 – OTHER LONG-TERM LIABILITIES

Composition of other long-term liabilities, grouped by major classifications, is as follows:


	December 31,
	2024		2023
Reserves for uncertain income tax positions	$	39,633	$	24,793
Long-term lease liabilities		15,645		17,836
Other tax provisions		7,699		5,202
Severance pay liabilities		2,045		2,056
Non-current portion of Skuad acquisition earnout liability		8,021		—
Other		—		18
Total other long-term liabilities	$	73,043	$	49,905

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2024

STOCK-BASED COMPENSATION

Schedule of grant of stock options


	December 31, 2024
	Outstanding Options		Options Exercisable
		Weighted Average		Weighted Average
Exercise	Number	Remaining	Number	Remaining
Price	Outstanding	Contractual life	Exercisable	Contractual life
$0.010	1,780,867	5.83	1,649,209	5.81
$0.080	133,041	3.09	133,041	3.09
$0.620	70,983	0.11	70,983	0.11
$1.380	37,627	0.95	37,627	0.95
$1.410	192,932	1.12	192,932	1.12
$1.810	122,864	1.57	122,864	1.57
$2.740	1,707,490	5.23	1,707,490	5.23
$2.800	1,494,367	3.09	1,494,367	3.09
$2.850	175,662	3.56	175,662	3.56
$2.900	2,080,094	4.12	2,080,094	4.12
$3.020	1,016,734	2.22	1,016,734	2.22
$3.070	375,997	4.53	375,997	4.53
$3.900	384,492	5.95	384,492	5.95
$3.980	500,000	7.50	312,500	7.50
$5.410	1,070,000	9.14	—	—
$7.870	417,008	6.09	390,390	6.09
	11,560,158	4.87	10,144,382	4.35

Schedule of the weighted-average assumptions used to estimate the fair value of the stock options


	Year Ended December 31,
	2024
Expected term (in years)		6.10
Risk-free interest rate		4.15%
Dividend yield		0%
Volatility rate		60.00%
Weighted average fair value of options at grant date	$	3.05

Summary of stock option activity

The following table presents a summary of stock option activity for the year ended December 31, 2024:


		Weighted		Weighted
		Average		Average
		Exercise		Remaining		Aggregate
		Price per		Contractual		Intrinsic
	Shares	Share		Term		Value
Outstanding December 31, 2023	27,788,279	$	2.13	$	4.41	$	85,703
Granted	1,070,000	$	5.41		—		—
Exercised	(16,904,066)	$	1.79		—		—
Forfeited	(394,055)	$	4.54		—		—
Outstanding December 31, 2024	11,560,158	$	2.84	$	4.87	$	83,265

Exercisable December 31, 2024	10,144,382	$	2.57	$	4.35	$	75,796

Summary of RSUs activity

The following table summarizes the RSUs activity under the 2017 Plan and the 2021 Plan as of December 31, 2024:


		Weighted
		Average
		Grant Date
	Units	Fair Value
Outstanding December 31, 2023	30,743,366	$	5.65
Granted	15,302,635	$	6.01
Vested	(9,134,587)	$	5.81
Withhold to Cover shares repurchased	(2,253,817)	$	5.38
Forfeited	(5,494,184)	$	6.32
Outstanding December 31, 2024	29,163,413	$	5.68

Schedule of stock-based compensation expense


	December 31,
	2024		2023		2022
Other operating expenses	$	12,761	$	12,327	$	10,870
Research and development expenses		14,080		15,698		10,248
Sales and marketing expenses		17,124		18,506		15,175
General and administrative expenses		20,822		19,236		15,856
Total stock-based compensation	$	64,787	$	65,767	$	52,149

GOODWILL AND INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2024

GOODWILL AND INTANGIBLE ASSETS

Schedule of goodwill balance and adjustments to those balances


				Foreign
				Currency
		December 31,	Goodwill	Translation		December 31,
		2023	Acquired	Adjustments		2024
Total goodwill	$	19,889	57,896	—	$	77,785

Schedule of composition of intangible assets, grouped by major classifications


	December 31, 2024						December 31, 2023
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Internal use software	$	175,698	$	(86,882)	$	88,816	$	122,001	$	(54,804)	$	67,197
Acquired developed technology		20,269		(13,111)		7,158		17,915		(8,846)		9,069
Customer relationships		6,683		(267)		6,416		—		—		—
Total	$	202,650	$	(100,260)	$	102,390	$	139,916	$	(63,650)	$	76,266

Schedule of expected future intangible asset amortization excluding capitalized internal use software


Fiscal years
2025	$	41,464
2026		29,662
2027		9,645
2028 and thereafter		5,240
Total	$	86,011

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

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+ Details

REVENUE

12 Months Ended

Dec. 31, 2024

REVENUE

REVENUE

NOTE 20 – REVENUE

The following table presents revenue recognized from contracts with customers as well as revenue from other sources:


	Year Ended December 31,
	2024		2023		2022

Revenue recognized at a point in time	$	707,644	$	573,902	$	533,213
Revenue recognized over time		2,650		16,925		30,354
Revenue from contracts with customers	$	710,294	$	590,827	$	563,567
Interest income on customer balances	$	256,846	$	230,634	$	55,292
Capital advance income		10,576		9,642		8,764
Revenue from other sources	$	267,422	$	240,276	$	64,056
Total revenues	$	977,716	$	831,103	$	627,623

Based on the information provided to and reviewed by the Company’s CODM, the Company believes that the nature, amount, timing, and uncertainty of its revenue and cash flows and how they are affected by economic factors are most appropriately depicted through its primary regional markets. The following table presents the Company’s revenue disaggregated by primary regional market, with revenues being attributed to the country (in the region) in which the billing address of the transacting customer is located, with the exception of global bank transfer revenues, where revenues are disaggregated based on the billing address of the transaction funds source.

Note that in 2024, the Company has updated the definition of its primary regional markets to align with the view used by Management. This update eliminates South Asia, Middle East and North Africa as a separate region and instead includes revenues from South Asia in the Asia-Pacific region and Middle East and North Africa in the Europe, Middle East, and Africa region. The update has been applied to all periods reflected in the table below.


	Year Ended December 31,
	2024		2023		2022
Primary regional markets
Greater China⁽¹⁾	$	340,846	$	287,944	$	195,663
Europe, Middle East, and Africa⁽²⁾		253,096		225,703		176,083
Asia-Pacific⁽²⁾		186,582		142,737		108,823
North America⁽³⁾		96,868		97,434		92,045
Latin America⁽²⁾		100,324		77,285		55,009
Total revenues	$	977,716	$	831,103	$	627,623

(1)	Greater China is inclusive of mainland China, Hong Kong, Macao and Taiwan

(2)	No single country included in any of these regions generated more than 10% of total revenue

(3)	The United States is the Company’s country of domicile. Of North America revenues, the U.S. represents $95,794, $93,371 and $87,438 during the years ended December 31, 2024, 2023 and 2022.

The following table represents a rollforward of deferred customer acquisition costs:


Opening balance as of December 31, 2023	$	9,613
Additions to deferred customer acquisition costs		11,787
Amortization of deferred customer acquisition costs		(10,999)
Ending balance as of December 31, 2024	$	10,401

Opening balance as of December 31, 2022	$	10,245
Additions to deferred customer acquisition costs		9,406
Amortization of deferred customer acquisition costs		(10,038)
Ending balance as of December 31, 2023	$	9,613

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands		1 Months Ended
	Sep. 28, 2021	Oct. 31, 2023
Payoneer Guangzhou
Loss Contingencies [Line Items]
Amount deposited in escrow account.		$ 4,000
CNBV and Bank of Mexico
Loss Contingencies [Line Items]
Maximum amount of exposure	$ 2,250
Deposit insurance provided by IPAB	$ 140

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

OTHER LONG-TERM LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
OTHER LONG-TERM LIABILITIES
Reserves for uncertain income tax positions	$ 39,633	$ 24,793
Long-term lease liabilities	15,645	17,836
Other tax provisions	7,699	5,202
Severance pay liabilities	2,045	2,056
Non-current portion of Skuad acquisition earnout liability (included within Other long-term liabilities)	8,021
Other		18
Total other long-term liabilities	$ 73,043	$ 49,905

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 26 – RELATED PARTY TRANSACTIONS

Warehouse Facility

As indicated in Note 14, the Company entered into a Warehouse Facility with Lenders where a member of the Board of Directors has an interest. The Company has evaluated the relationship and determined that the Warehouse Facility represents a related party transaction that has been entered into in the ordinary course of business. As such, the Warehouse Facility was reviewed and approved as a related party transaction in accordance with the related party transaction approval process implemented by the Company. The Company analyzed the terms of the Warehouse Facility and concluded that the terms represent a transaction conducted at arm’s length. The Warehouse Facility reached its scheduled revolving period termination date on October 28, 2024, and the Company has repaid all outstanding borrowings as of December 31, 2024.

Spott Incredibles Technologies Ltd. Asset Acquisition

As discussed in Note 10, On August 2, 2023, Payoneer Inc. and Payoneer Research & Development Ltd., wholly owned subsidiaries of the Company, purchased certain assets and intellectual property of Spott Incredibles Technologies Ltd. A member of the Board of Directors of the Company has an indirect interest within Spott and serves on its board. The Company evaluated the relationship and determined that the acquisition represents a related party transaction that has been entered into in the ordinary course of business. As such, the acquisition was reviewed and approved in accordance with the Company’s related party transaction approval process, and it was concluded that the terms represent a transaction conducted at arm’s length.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

NET EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net income (loss)	$ 121,163	$ 93,333	$ (11,970)
Denominator:
Weighted average common shares outstanding - Basic (in shares)	358,345,945	361,678,893	348,044,831
Dilutive impact of RSUs, ESPP and options to purchase common stock	27,104,075	30,256,559
Dilutive impact of private warrants	787,159	730,266
Weighted average common shares - diluted	386,237,179	392,665,718	348,044,831
Net income (loss) per share attributable to common stockholders - Basic earnings (loss) per share	$ 0.34	$ 0.26	$ (0.03)
Diluted earnings (loss) per share	$ 0.31	$ 0.24	$ (0.03)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

INVESTMENT IN ASSOCIATED COMPANY (Details) - USD ($) $ in Thousands	1 Months Ended
	Jan. 31, 2023	Jul. 31, 2019	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
INVESTMENT IN ASSOCIATED COMPANY
Cash and cash equivalents and restricted deposits			$ 5,658,210	$ 7,018,367	$ 6,386,720	$ 4,838,433
Payoneer Research and Development Ltd.
INVESTMENT IN ASSOCIATED COMPANY
Cash consideration paid for asset acquisition	$ 7,961
Cash and cash equivalents and restricted deposits	$ 13,914
Peoples Republic of China ("PRC")
INVESTMENT IN ASSOCIATED COMPANY
Percentage of share in the joint venture (in %)		46.00%	100.00%
Amount of initial funds		$ 6,501

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Reconciliation of cash, cash equivalents, restricted cash and customer funds
Cash and cash equivalents	$ 497,467	$ 617,022	$ 543,299
Current restricted cash	6,633	7,030	2,882
Non-current restricted cash	17,653	5,780	4,848
Current customer funds	6,439,153	6,390,526	5,838,612
Non-current customer funds	525,000
Customer funds shown in the consolidated balance sheets	6,964,153	6,390,526	5,838,612
Less: Customer funds in transit	(52,759)	(1,991)	(2,921)
Less: Customer funds invested in available-for-sale debt securities	(1,174,937)
Less: Customer funds invested in term deposits	(600,000)
Net customer funds shown in the consolidated statements of cash flows	5,136,457	6,388,535	5,835,691
Total cash, cash equivalents, restricted cash and customer funds shown in the consolidated statements of cash flows	$ 5,658,210	$ 7,018,367	$ 6,386,720

STOCK-BASED COMPENSATION - Summary Of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Abstract]
Aggregate intrinsic value of options exercised	$ 76,287	$ 25,246	$ 26,105
tax benefit	$ 636	$ 1,201	$ 1,944
Stock options
Options to purchase shares of common stock activity
Outstanding at beginning of period	27,788,279
Granted	1,070,000
Exercised	(16,904,066)
Forfeited	(394,055)
Outstanding at end of period	11,560,158	27,788,279
Exercisable at end of period	10,144,382
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Outstanding beginning	$ 2.13
Granted	5.41
Exercised	1.79
Forfeited	4.54
Outstanding ending	2.84	$ 2.13
Exercisable	$ 2.57
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding December 31, 2023	4 years 10 months 13 days	4 years 4 months 28 days
Outstanding December 31, 2024	4 years 10 months 13 days	4 years 4 months 28 days
Exercisable December 31, 2024	4 years 4 months 6 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Abstract]
Outstanding December 31, 2023	$ 83,265	$ 85,703
Outstanding December 31, 2024	83,265	$ 85,703
Exercisable December 31, 2024	$ 75,796

GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Goodwill Roll-forward
Beginning balance	$ 19,889
Goodwill Acquired	57,896
Ending balance	$ 77,785	$ 19,889
Changes to the company's goodwill		$ 0

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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+ Details

INCOME TAXES

12 Months Ended

Dec. 31, 2024

INCOME TAXES

INCOME TAXES

NOTE 24 - INCOME TAXES


	Year Ended December 31,
	2024		2023		2022
Income (loss) before income taxes and share in losses of associated company:
U.S. Domestic	$	159,901	$	133,061	$	13,266
Foreign		(20,430)		(525)		(11,648)
	$	139,471	$	132,536	$	1,618

The components of the provision for income taxes for each of the years ended December 31, 2024, 2023 and 2022 were as follows:


	Year Ended December 31,
	2024		2023		2022
Current:
Federal	$	24,497	$	37,633	$	1,066
State		2,805		1,298		380
Foreign		13,624		11,394		11,409
Total current tax provision (benefit)		40,926		50,325		12,855
Deferred:
Federal		(10,394)		(10,508)		—
State		(748)		(351)		—
Foreign		(11,476)		(263)		731
Total deferred tax provision (benefit)		(22,618)		(11,122)		731
Provision for income tax expense (benefit)	$	18,308	$	39,203	$	13,586

The Company had an effective tax rate of 13% for the year ended December 31, 2024 compared to an effective tax rate of 30% for the year ended December 31, 2023 and 839% for the year ended December 31, 2022.

NOTE 24 - INCOME TAXES (continued):

A reconciliation of the statutory U.S. federal income tax rate of 21% in 2024, 2023 and 2022 to the effective income tax rate is as follows:


	Year Ended December 31,
	2024		2023		2022
Tax computed at the statutory U.S. federal income tax rate	$	29,289	$	27,833	$	340
State taxes, net of federal benefit		1,338		655		378
Differences in foreign tax rate¹		(1,343)		456		(2,494)
Change in valuation allowances		(101)		(9,749)		5,258
Share-based compensation		(5,282)		13,053		5,725
Non-taxable revaluations		3,002		(3,723)		(7,132)
Other statutorily non-deductible expenses		1,040		3,044		1,487
Provision to return adjustment		(10,030)		(1,090)		402
Uncertain tax positions		11,846		7,461		7,793
U.S. tax on foreign earnings		1,815		2,051		1,527
U.S. tax benefit for income earned from foreign customers		(12,466)		—		—
U.S. foreign tax credit		(1,020)		—		—
Other		220		(788)		302
	$	18,308	$	39,203	$	13,586

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of long-term assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the Company’s long-term net deferred tax assets were as follows:


	Year Ended December 31,
	2024		2023
Deferred tax assets:
Net operating loss carryforwards	$	20,275	$	21,248
Transaction loss provision		1,147		1,149
Property, equipment & software		490		6
Share-based compensation		11,262		2,083
Accrued expenses		1,857		3,154
Employee benefits		6,812		5,258
Operating lease liability		3,310		3,120
Capitalized research and development		17,077		7,426
DTA on OCI (Derivatives/Hedging)		3,751		—
Gross deferred tax assets		65,981		43,444
Valuation allowance		(19,180)		(19,281)
Total deferred tax assets		46,801		24,163

Deferred tax liabilities:
Acquired Intangible Assets		1,471		—
Contract assets		374		413
Right-of-use asset		2,858		3,126
Property, equipment & software		617		909
Internal use software (pre-2022)		1,429		4,415
Other		—		9
Total deferred tax liabilities		6,749		8,872

Net deferred tax assets	$	40,052	$	15,291

NOTE 24 - INCOME TAXES (continued):

Deferred taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and tax bases of assets and liabilities under the applicable tax laws. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. In evaluating the need for a valuation allowance, management takes into account various factors, including future reversals of existing taxable temporary differences, projected future taxable income by jurisdiction, tax planning strategies, and results of recent operations. Based on this evaluation, a valuation allowance of $19,180 and $19,281 has been recorded as of December 31, 2024 and 2023, respectively, to recognize only the portion of the deferred tax asset, primarily related to Germany deferred tax assets that are more likely than not to be realized. In the determination of the appropriate valuation allowances, the Company has considered the most recent projections of future business results and taxable income by jurisdiction. Actual results may vary in comparison to current projections.

After consideration of the evidence described above, management believes it is more likely than not that deferred tax assets will be realized for the United States and the Israeli subsidiary. During the year ended December 31, 2023, the Company recorded a release of $10,553 in respect of the valuation allowance applied on deferred tax assets recorded in the United States. Due to a record of historical taxable losses, management believes it is more likely than not that the deferred tax assets will not be realized in Germany and a full valuation allowance remained in effect as of December 31, 2024 and 2023.

As of December 31, 2024, the Company had state tax net operating loss carryforwards of $637. Though the Company’s state net operating loss carryforwards were insignificant as of December 31, 2024, these net operating losses can be utilized to reduce future taxable income, if any. Utilization of the net operating loss carryforwards may be subject to annual limitations under the tax laws of the different states. The annual limitation may result in the expiration of state net operating loss carryforwards before utilization. If not utilized, the state net operating loss carryforwards will begin to expire in 2029. The Company also has net operating losses in Germany of approximately $62,860, which may be carried forward indefinitely to offset future taxable income in Germany. It is more likely than not that the majority of the German net operating loss carryforwards will not be realized; therefore, the Company has recorded a valuation allowance against them.

For the year ended December 31, 2024, provisions have not been made for income taxes on the undistributed earnings that were deemed permanently reinvested in foreign subsidiaries. Determination of the amount of unrecognized deferred tax liabilities on these earnings is not practicable because such liabilities, if any, depend on certain circumstances existing if and when remittance occurs. A deferred tax liability will be recognized if and when the Company no longer plans to permanently reinvest these undistributed earnings.

NOTE 24 - INCOME TAXES (continued):

These uncertain tax positions, if ever recognized in the financial statements, would be recorded in the consolidated statements of comprehensive income (loss) as part of the income tax provision. A reconciliation of the beginning and ending amount of unrecognized tax benefits included in other non-current liabilities on the accompanying consolidated balance sheets of the Company is as follows:


Balance at December 31, 2023	$	24,793
Increases for tax positions in prior years		2,153
Decreases for tax positions in prior years		(3,504)
Increases for tax positions related to current year		18,317
Balance at December 31, 2024	$	41,759


Balance at December 31, 2022	$	17,333
Increases for tax positions in prior years		1,389
Decreases for tax positions in prior years		(1,752)
Increases for tax positions related to current year		7,823
Balance at December 31, 2023	$	24,793


Balance at December 31, 2021	$	9,540
Decreases in respect of expirations of statute of limitations		(1,413)
Increases for tax positions related to current year		9,206
Balance at December 31, 2022	$	17,333

The material uncertain tax positions relate to transfer pricing adjustments in foreign jurisdictions. The Company believes that is reasonably possible that much of the unrecognized tax benefits could significantly change within 12 months of the reporting date due to open tax examinations. However, a reasonable estimate of the range of possible changes cannot be made. As of December 31, 2024, the Company recorded gross unrecognized tax benefits of $41,759, all of which, if recognized, would affect the Company’s effective tax rate. The Company recognizes interest and penalties accrued on uncertain income tax positions as part of the income tax provision. During the years ended December 31, 2024, 2023 and 2022, the Company incurred penalties related to income taxes of $186, $38, and $50, respectively. The Company does not expect a material change in unrecognized tax benefits or interest reversal in the next 12 months.

The following table presents the change in the Company’s valuation allowance during the periods presented:


Balance at December 31, 2023	$	19,281
Additions to valuation allowance		862
Reductions to valuation allowance		(963)
Balance at December 31, 2024	$	19,180


Balance at December 31, 2022	$	28,424
Additions to valuation allowance		972
Reductions to valuation allowance		(10,115)
Balance at December 31, 2023	$	19,281

Tax years from 2021 and forward remain open to examinations by US federal and state authorities. The Company is currently not under examination by the Internal Revenue Service. The Israeli subsidiary continues to be under tax examination for the 2020-2022 tax years. The Company will comply with the requests to the extent required by law.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

PROPERTY, EQUIPMENT AND SOFTWARE

12 Months Ended

Dec. 31, 2024

PROPERTY, EQUIPMENT AND SOFTWARE

PROPERTY, EQUIPMENT AND SOFTWARE

NOTE 9 – PROPERTY, EQUIPMENT AND SOFTWARE

Composition of property, equipment and software, grouped by major classifications, is as follows:


	December 31,
	2024		2023
Computers, software and peripheral equipment	$	43,003	$	39,453
Leasehold improvements		8,846		9,678
Furniture and office equipment		6,286		5,674
Property, equipment and software		58,135		54,805
Accumulated depreciation		(42,082)		(39,306)
Property, equipment and software, net	$	16,053	$	15,499

Depreciation expense for the years ended December 31, 2024, 2023 and 2022 were $8,431, $8,056 and $8,285, respectively.

During the years ended December 31, 2024, 2023 and 2022, the Company disposed of certain long-lived assets which were fully depreciated and had a cost of $5,655, $2,915 and $7,477, and certain assets with net book value of $0, $11 and $43, respectively.

The following table presents the Company’s property, equipment and software, net of depreciation, by geographic region:


	December 31,
	2024		2023
Israel	$	11,674	$	11,933
United States		2,756		1,676
All other countries		1,623		1,890
	$	16,053	$	15,499

GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2024

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS

NOTE 10 – GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company conducted the annual impairment test of goodwill as of September 30, 2024. The Company elected to directly perform a quantitative analysis of fair value of the reporting unit compared to the carrying value of the reporting unit. Based on the results of this analysis, the Company determined that goodwill was not impaired. The Company has not recognized an impairment charge in any of the years ended December 31, 2024, 2023, or 2022. No triggering events have occurred since the annual impairment assessment that would change the Company’s assessment.

Refer to Note 3 for details around goodwill acquired during the year. The following table presents goodwill balance and adjustments to those balances during the year ended December 31, 2024:


				Foreign
				Currency
		December 31,	Goodwill	Translation		December 31,
		2023	Acquired	Adjustments		2024
Total goodwill	$	19,889	57,896	—	$	77,785

There were no changes to the Company’s goodwill balance of $19,889 during the year ended December 31, 2023.

Intangible assets

Composition of intangible assets, grouped by major classifications, is as follows:


	December 31, 2024						December 31, 2023
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Internal use software	$	175,698	$	(86,882)	$	88,816	$	122,001	$	(54,804)	$	67,197
Acquired developed technology		20,269		(13,111)		7,158		17,915		(8,846)		9,069
Customer relationships		6,683		(267)		6,416		—		—		—
Total	$	202,650	$	(100,260)	$	102,390	$	139,916	$	(63,650)	$	76,266

On August 2, 2023, Payoneer Inc. and Payoneer Research & Development Ltd., wholly owned subsidiaries of the Company, purchased certain assets and intellectual property of Spott Incredibles Technologies Ltd. (“Spott”) for a total consideration of $3,600, and committed to $400 of future payments contingent on Spott’s former employees’ continued employment with Payoneer Research & Development Ltd. Spott’s intellectual property provides real-time e-commerce data and analytics for more informed and faster business decision-making. Note that a member of the Board of Directors of the Company has an indirect interest in Spott and serves on its board – refer to Note 26 for related party considerations.

The Company determined that this transaction was an asset acquisition under ASC 805 as substantially all of the fair value of the gross assets of Spott are concentrated in a group of similar intangible assets.

Amortization expense for the years ended December 31, 2024, 2023 and 2022 was $37,015, $19,434 and $11,959, respectively.

At December 31, 2024, 2023 and 2022, the Company evaluated internal use software for impairment and determined to impair internal use software assets no longer in use.

NOTE 10 – GOODWILL AND INTANGIBLE ASSETS (continued):

During the year ended December 31, 2024, the Company recognized $1,850 in impairment related to abandoned internal use software assets which were fully impaired. During the year ended December 31, 2023, the Company recognized $293 in impairment of intangibles acquired through the acquisition of the remaining interest in a joint venture as described in Note 11. The acquired intangibles were determined to have no use to the Company post-acquisition. The Company also recognized an insignificant amount of additional impairment related to other intangible assets. The Company recognized an impairment of internal use software in the amount of $614 in the year ended December 31, 2022, related to the abandonment of specific projects. The impairment is presented under Depreciation and amortization expenses.

Expected future intangible asset amortization as of December 31, 2024, excluding capitalized internal use software of $16,379 not yet placed in service as of that date, was as follows:


Fiscal years
2025	$	41,464
2026		29,662
2027		9,645
2028 and thereafter		5,240
Total	$	86,011

CAPITAL ADVANCE ("CA") RECEIVABLES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
CAPITAL ADVANCE ("CA") RECEIVABLES
Beginning CA receivables, gross	$ 50,552	$ 42,466
CA extended to customers	329,408	298,467
Change in revenue receivables	(185)	420
CA collected from customers	(314,443)	(285,530)
Charge-offs, net of recoveries	(4,135)	(5,271)
Ending CA receivables, gross	61,197	50,552
Allowance for CA losses	(4,955)	(5,059)
CA receivables, net	$ 56,242	$ 45,493

BUSINESS COMBINATIONS (Details) - Skuad - USD ($) $ in Thousands		12 Months Ended
	Aug. 05, 2024	Dec. 31, 2024
BUSINESS COMBINATIONS
Equity percentage acquired	100.00%
Earn - out	$ 9,709
Fair value of the contingent consideration recognized	5,283
Contingent consideration	6,974
Indemnification asset acquired	3,004
Acquisition-related costs		$ 4,900
Previously reported
BUSINESS COMBINATIONS
Contingent consideration	5,283
Indemnification asset acquired	1,240
Adjustment
BUSINESS COMBINATIONS
Contingent consideration	1,691
Indemnification asset acquired	$ 1,764	$ 1,764
Restricted stock units
BUSINESS COMBINATIONS
Number of RSUs replaced	90,000
RSUs committed to grant, shares	1,870,577
RSUs committed to grant	$ 10,364
Service period	3 years

INCOME TAXES - Provision for income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Current:
Federal	$ 24,497	$ 37,633	$ 1,066
State	2,805	1,298	380
Foreign	13,624	11,394	11,409
Total current tax provision (benefit)	40,926	50,325	12,855
Deferred:
Federal	(10,394)	(10,508)
State	(748)	(351)
Foreign	(11,476)	(263)	731
Total deferred tax provision (benefit)	(22,618)	(11,122)	731
Provision for income tax expense (benefit)	$ 18,308	$ 39,203	$ 13,586

BUSINESS COMBINATIONS - Summary of recognized amounts of identifiable assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Aug. 05, 2024	Dec. 31, 2023
BUSINESS COMBINATIONS
Goodwill	$ 77,785		$ 19,889
Skuad
BUSINESS COMBINATIONS
Cash and cash equivalents		$ 3,875
Customer funds		9,005
Accounts receivable		4,294
Tax indemnification asset		3,004
Other assets		1,499
Trade payables		(1,514)
Outstanding operating balances		(9,005)
Deferred tax liabilities, net		(1,373)
Uncertain tax positions		(3,004)
Other payables		(4,326)
Total identifiable net assets		11,492
Goodwill		57,896
Total		69,388
Skuad \| Customer relationships
BUSINESS COMBINATIONS
Intangible asset		6,683
Skuad \| Acquired developed technology
BUSINESS COMBINATIONS
Intangible asset		2,354
Skuad \| Previously reported
BUSINESS COMBINATIONS
Cash and cash equivalents		3,875
Customer funds		9,005
Accounts receivable		4,294
Tax indemnification asset		1,240
Other assets		1,499
Trade payables		(1,514)
Outstanding operating balances		(9,005)
Deferred tax liabilities, net		(1,373)
Uncertain tax positions		(1,240)
Other payables		(4,326)
Total identifiable net assets		11,492
Goodwill		56,205
Total		67,697
Skuad \| Previously reported \| Customer relationships
BUSINESS COMBINATIONS
Intangible asset		6,683
Skuad \| Previously reported \| Acquired developed technology
BUSINESS COMBINATIONS
Intangible asset		2,354
Skuad \| Adjustment
BUSINESS COMBINATIONS
Tax indemnification asset	$ 1,764	1,764
Uncertain tax positions		(1,764)
Goodwill		1,691
Total		$ 1,691

TRANSACTION COSTS (Details) - USD ($) $ in Thousands	12 Months Ended
TRANSACTION COSTS (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
TRANSACTION COSTS.
Bank and processor fees	$ 107,259	$ 87,972	$ 85,015
Network fees	23,856	18,212	13,617
Chargebacks and operational losses	12,811	7,273	3,837
Card costs	1,954	1,858	1,834
Capital advance costs, net of recoveries	5,510	6,679	4,526
Other	716	297	1,336
Total transaction costs	$ 152,106	$ 122,291	$ 110,165

OTHER PAYABLES

12 Months Ended

Dec. 31, 2024

OTHER PAYABLES

OTHER PAYABLES

NOTE 13 - OTHER PAYABLES

Composition of other payables, grouped by major classifications, is as follows:


	December 31,
	2024		2023
Employee related compensation	$	81,482	$	67,837
Commissions payable		18,057		23,695
Accrued expenses		14,704		12,358
Lease liability		5,735		7,171
Income tax payable		3,763		2,410
Other		5,880		4,037
Total other payables	$	129,621	$	117,508

DERIVATIVES AND HEDGING

12 Months Ended

Dec. 31, 2024

DERIVATIVES AND HEDGING

DERIVATIVES AND HEDGING

NOTE 6 - DERIVATIVES AND HEDGING

The table below summarizes the gross notional amount and fair value of outstanding derivative instruments at December 31, 2024. No derivative instruments were outstanding at December 31, 2023.


			December 31, 2024
	Balance Sheet Location		Notional Amount		Fair Value
Derivative assets designated as hedge accounting instruments:
Interest rate floors¹		Other Current Assets		(1)	$	739
Foreign currency forwards		Other Current Assets	$	40,330		910
Foreign currency net purchased options		Other Current Assets		15,966		385
Total current derivative assets			$	56,296	$	2,034
Interest rate floors¹		Other Non-Current Assets		(1)	$	17,692
Total derivative assets			$	56,296	$	19,726

NOTE 6 - DERIVATIVES AND HEDGING (continued):

During the year ended December 31, 2024, the Company recognized $12,045 in unrealized losses, net of tax, on derivative instruments designated as cash flow hedges in OCI. As of December 31, 2024, the Company estimated that $1,150 of unrealized losses related to cash flow hedges currently included in AOCI are expected to be reclassified into earnings within the next 12 months. As of December 31, 2024, the maximum length of time over which the Company is hedging its exposure to the variability in future cash flows for forecasted transactions is 58 months. During the year ended December 31, 2024, the Company did not discontinue any cash flow hedges because it was probable that the original forecasted transaction would not occur and as such, did not reclassify any gains or losses to earnings prior to the occurrence of the hedged transaction.

As of December 31, 2024, the Company recognized an obligation to return cash collateral related to interest rate floors of $18,790, which was offset against the gross derivative balances shown in the table above.

PROPERTY, EQUIPMENT AND SOFTWARE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
PROPERTY, EQUIPMENT AND SOFTWARE
Property, equipment and software	$ 58,135	$ 54,805
Accumulated depreciation	(42,082)	(39,306)
Property, equipment and software, net	16,053	15,499
Depreciation expense	8,431	8,056	$ 8,285
Cost of certain long-lived assets disposed	5,655	2,915	7,477
Net book value of certain assets disposed	0	11	$ 43
Computers, software and peripheral equipment
PROPERTY, EQUIPMENT AND SOFTWARE
Property, equipment and software	43,003	39,453
Leasehold improvements
PROPERTY, EQUIPMENT AND SOFTWARE
Property, equipment and software	8,846	9,678
Furniture and office equipment
PROPERTY, EQUIPMENT AND SOFTWARE
Property, equipment and software	$ 6,286	$ 5,674

LEASES (Tables)

12 Months Ended

Dec. 31, 2024

LEASES

Schedule of lease expense


	Year Ended December 31,
	2024		2023		2022
Short-term lease expense	$	1,018		1,501		1,430
Operating lease expense		11,148		10,122		11,224
Total lease expense	$	12,166	$	11,623	$	12,654

Schedule of additional balance sheet information related to leases


	December 31,
	2024			2023
Operating lease right-of-use assets	$	19,403		$	24,854

Operating lease liabilities within other payables	$	5,735		$	7,171
Operating lease liabilities within other long-term liabilities		15,645			17,836
Total operating lease liabilities	$	21,380		$	25,007

Weighted average remaining lease term – operating leases		7.54	years		7.11	years
Weighted average discount rate – operating leases		5.93	%		6.06	%

Schedule of minimum lease commitments due as of the year ended under non-cancelable operating leases


As of December 31, 2024
2025	$	705
2026		9,514
2027		3,722
2028		1,930
2029		1,923
Thereafter		12,372
Total		30,166
Less present value discount		(8,786)
Lease liability	$	21,380

DERIVATIVES AND HEDGING (Details) $ in Thousands	12 Months Ended
DERIVATIVES AND HEDGING (Details) $ in Thousands	Dec. 31, 2024 USD ($)
DERIVATIVES AND HEDGING
Amount of unrealized gains on derivative instruments designated as cash flow hedges in OCI, net of tax	$ 12,045
Amount of unrealized gains related to cash flow hedges currently included in AOCI expected to be reclassified into earnings within the next 12 months	$ 1,150
Maximum length of time over which the Company is hedging its exposure to the variability in future cash flows for forecasted transactions	58 months
Interest rate floors
DERIVATIVES AND HEDGING
Asset collateral return obligation	$ 18,790

RESTRUCTURING CHARGES (Tables)

12 Months Ended

Dec. 31, 2024

RESTRUCTURING CHARGES

Schedule of restructuring costs


	Severance and other employee termination benefits
Other operating expenses	$	623
Research and development expenses		1,559
Sales and marketing expenses		2,029
General and administrative expenses		277
Total	$	4,488

CUSTOMER FUNDS AND INVESTMENTS

12 Months Ended

Dec. 31, 2024

CUSTOMER FUNDS AND INVESTMENTS

CUSTOMER FUNDS AND INVESTMENTS

NOTE 5 - CUSTOMER FUNDS AND INVESTMENTS

The Company has invested certain customer funds in available-for-sale debt securities and term deposits. The following table summarizes the assets underlying customer funds as of December 31, 2024 and 2023:


	December 31,		December 31,
	2024		2023
Cash and cash equivalents	$	5,189,216	$	6,390,526
Available-for-sale debt securities		1,174,937		—
Term deposits		75,000		—
Total current customer funds	$	6,439,153	$	6,390,526
Term deposits		525,000		—
Total non-current customer funds	$	525,000	$	—
Total customer funds	$	6,964,153	$	6,390,526

As of December 31, 2024, the estimated fair value of the available-for-sale debt securities included $2,943 in unrealized gains and $3,265 in unrealized losses, net of tax. The gross unrealized losses of $4,177 related to assets with a fair value of $446,423, which had been in a continuous unrealized loss position for less than 12 months.

Unrealized losses have not been recognized into income as the Company neither intends to sell, nor anticipates that it is more likely than not that it will be required to sell, the securities before recovery of their amortized cost basis. The decline in fair value is due to changes in market interest rates, rather than credit losses. The Company will continue to monitor the performance of the investment portfolio and assess whether impairment due to expected credit losses has occurred.

During the year ended December 31, 2024, the Company did not sell any available-for-sale debt securities or incur any realized gains or losses.

As of December 31, 2024, $305,773 of the Company’s available-for-sale debt securities were due to mature within one year or less, and $869,164 were due to mature between one and five years.

SIGNIFICANT ACCOUNTING POLICIES - Intangible assets and Goodwill and intangible assets (Details)	Dec. 31, 2024
Internal use software \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	1 year 2 months 12 days
Internal use software \| Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	3 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	11 years 4 months 24 days
Acquired developed technology \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	3 years
Acquired developed technology \| Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	6 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

REVENUE - Primary Geographical Market (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenues	$ 977,716	$ 831,103	$ 627,623
Greater China
Disaggregation of Revenue [Line Items]
Total revenues	340,846	287,944	195,663
Europe, Middle East, and Africa
Disaggregation of Revenue [Line Items]
Total revenues	253,096	225,703	176,083
Asia-Pacific
Disaggregation of Revenue [Line Items]
Total revenues	186,582	142,737	108,823
North America
Disaggregation of Revenue [Line Items]
Total revenues	96,868	97,434	92,045
Latin America
Disaggregation of Revenue [Line Items]
Total revenues	100,324	77,285	55,009
United States
Disaggregation of Revenue [Line Items]
Total revenues	$ 95,794	$ 93,371	$ 87,438

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

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+ Details

SEVERANCE PAY FUND AND ACCRUED SEVERANCE PAY

12 Months Ended

Dec. 31, 2024

SEVERANCE PAY FUND AND ACCRUED SEVERANCE PAY

SEVERANCE PAY FUND AND ACCRUED SEVERANCE PAY

NOTE 17 – SEVERANCE PAY FUND AND ACCRUED SEVERANCE PAY

While the Company maintains immaterial severance pay liabilities in several jurisdictions globally, the following discussion covers the severance arrangement in Payoneer Research and Development Ltd. (“The Israeli Subsidiary”), which is its most material arrangement and makes up substantially all of the severance pay liabilities included within Other long-term liabilities on the consolidated balance sheets.

Labor laws in Israel and employment agreements require paying severance pay to employees that are dismissed or retire from their employment in certain circumstances, according to a defined benefit plan. Employees (for whom the Company makes regular deposits in pension and severance pay funds according to a defined benefit plan) dismissed before attaining retirement age are entitled to severance pay computed on the basis of their latest pay rate. In respect of these employees, the Company is committed to supplement the difference between severance pay computed as above and the amounts accumulated in the abovementioned funds. Commencing in 2011, the Israeli Subsidiary added Section 14 of the Severance Pay Law - 1963 to new employees’ agreements that eliminates the need to accrue provisions for retirement expenses for these employees, other than periodic payments made on behalf of the employees that are expensed periodically. The accrued severance pay liability was $1,190 and $1,472 as of December 31, 2024 and 2023, respectively.

NOTE 17 – SEVERANCE PAY FUND AND ACCRUED SEVERANCE PAY (continued):

The Israeli Subsidiary’s severance pay liability for the Israeli employees is covered mainly by the purchase of insurance policies. The value of these policies is recorded as an asset in the consolidated balance sheets. The balance of the severance pay fund was $757 and $840 as of December 31, 2024 and 2023, respectively.

STOCK-BASED COMPENSATION - Employee Stock Purchase Plan (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended				12 Months Ended
	Nov. 15, 2024	May 15, 2024	Nov. 15, 2023	May 15, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Nov. 30, 2024	May 16, 2024	Nov. 16, 2023	May 16, 2023	Nov. 16, 2022	May 16, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
ESPP offering period					6 months
ESPP minimum share price as a percentage of closing sales price					85.00%
ESPP, maximum annual employee deduction amount					$ 25
ESPP
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares purchased	574,487	697,263	821,184	1,032,434			979,577
Share price	$ 4.98	$ 4.68	$ 3.77	$ 3.9			$ 3.92
Shares were reserved for future issuance					3,498,257	4,770,007	6,623,625
Fair value attributable to ESPP								$ 1,585	$ 1,134	$ 1,212	$ 1,688	$ 2,083	$ 1,646
ESPP expense recognized					$ 2,149	$ 3,321	$ 2,075
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
ESPP designated deduction percentage					1.00%
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
ESPP designated deduction percentage					15.00%

DERIVATIVES AND HEDGING - Gross notional amount and fair value of outstanding derivative instruments (Details) $ in Thousands	Dec. 31, 2024 USD ($)	Dec. 31, 2023 item
DERIVATIVES AND HEDGING
Number of derivative instruments outstanding \| item		0
Total current derivative assets, Fair Value	$ 1,295
Designated as hedge accounting instruments
DERIVATIVES AND HEDGING
Total current derivative assets, Notional Amount	56,296
Total derivative assets, Notional Amount	56,296
Total current derivative assets, Fair Value	2,034
Total derivative assets, Fair Value	19,726
Interest rate floors \| Designated as hedge accounting instruments
DERIVATIVES AND HEDGING
Total derivative assets, Notional Amount	1,900,000
Total current derivative assets, Fair Value	$ 739
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration]	Other Assets, Current
Total non current derivative assets, Fair Value	$ 17,692
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other Assets, Noncurrent
Investments interest rate	3.00%
Foreign currency forwards \| Designated as hedge accounting instruments
DERIVATIVES AND HEDGING
Total current derivative assets, Notional Amount	$ 40,330
Total current derivative assets, Fair Value	$ 910
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration]	Other Assets, Current
Foreign currency net purchased options \| Designated as hedge accounting instruments
DERIVATIVES AND HEDGING
Total current derivative assets, Notional Amount	$ 15,966
Total current derivative assets, Fair Value	$ 385
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration]	Other Assets, Current

DEBT (Details) - USD ($) $ in Thousands					12 Months Ended
DEBT (Details) - USD ($) $ in Thousands	Jul. 01, 2023	Jun. 30, 2023	Jun. 08, 2022	Oct. 28, 2021	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
DEBT
Assets pledged as collateral included within capital advance receivables					$ 0	$ 32,468
Debt instrument, benchmark rate	0.26161%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	us-gaap:SecuredOvernightFinancingRateSofrMember
Outstanding balance associated with related party					129,621	117,508
Accrued expenses associated with related party					73,043	49,905
Receivables And Loan Security Agreement
DEBT
Initial borrowing commitment				$ 25,000
Aggregate principal amount				$ 100,000
Initial rate of value of underlying capital advance receivables outstanding				80.00%
Floating rate (in percent)		0.25%
Revolving maturity term				36 months
Additional payback period after revolving maturity date				42 months
Receivables And Loan Security Agreement \| Related Party
DEBT
Expenses included in transaction cost					1,399	1,781	$ 1,491
Outstanding balance associated with related party					$ 0	18,411
Accrued expenses associated with related party						$ 168
Receivables And Loan Security Agreement \| Maximum
DEBT
Basis spread on floating rate			10.50%
Receivables And Loan Security Agreement \| Commitment amount equal to 25,000
DEBT
Initial borrowing commitment	$ 25,000
Basis spread on floating rate	9.00%
Receivables And Loan Security Agreement \| Commitment amount equal to 50,000
DEBT
Initial borrowing commitment	$ 50,000
Basis spread on floating rate	7.75%
Receivables And Loan Security Agreement \| Commitment amount equal to 75,000
DEBT
Initial borrowing commitment	$ 75,000
Basis spread on floating rate	7.50%
Receivables And Loan Security Agreement \| Commitment amount equal to 100,000
DEBT
Initial borrowing commitment	$ 100,000
Basis spread on floating rate	7.00%

SIGNIFICANT ACCOUNTING POLICIES - Transaction costs, Sales and marketing expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES
Allowance for transaction losses	$ 8,004	$ 7,418
Advertising and certain marketing costs	$ 35,767	$ 23,878	$ 23,985

WARRANTS AND SHAREHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2024

WARRANTS AND SHAREHOLDERS' EQUITY

WARRANTS AND SHAREHOLDERS' EQUITY

NOTE 18 – WARRANTS AND SHAREHOLDER’S EQUITY

Share Repurchase Program and Treasury Stock

On May 7, 2023, the Company’s Board of Directors authorized a stock repurchase program that provides for the repurchase of up to $80,000 of its common stock, including any applicable excise tax. On December 7, 2023, the Board authorized an amendment to the program to increase the authorized amount of repurchases to an aggregate amount not to exceed $250,000, 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. The amended authorization expires December 31, 2025.

The program is intended to offset the impact of dilution from the issuance of new shares as part of employee compensation programs.

Any share repurchases under this stock repurchase program may be made through open market transactions, privately negotiated transactions or other means including in accordance with Rule 10b-18 and/or Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The timing and total amount of repurchases is subject to business and market conditions and the Company’s discretion.

During the year ended December 31, 2024, the Company repurchased 24,807,647 shares of its common stock for $136,788, including taxes and fees, at a weighted average cost of $5.50 per share, respectively. During the year ended December 31, 2023, the Company repurchased 11,064,692 shares of its common stock for $56,936, including taxes and fees, at a weighted average cost of $5.13 per share, respectively. As of December 31, 2024, a total of approximately $103,773 remained available for future repurchases of the Company’s common stock under the program.

Common Stock

Holders of common stock are entitled to one vote per share and to receive dividends, when declared. The holders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares.

Warrants

On June 25, 2021, Payoneer Inc. (a subsidiary company) and FTAC Olympus Acquisition Corporation (“FTOC”) consummated a previously announced business combination through a merger of subsidiaries under a newly formed holding company (the “Reverse Recapitalization”). The Company had publicly traded warrants that were assumed upon the Reverse Recapitalization, and were exercisable for shares of the Company’s common stock. Warrants were only exercisable for a whole number of shares at an exercise price of $11.50 and would expire on June 25, 2026, or earlier, if redeemed. In September 2024, the Company completed a tender offer (the “Offer”) to repurchase all outstanding Warrants, at $0.78 per Warrant. Concurrently with the Offer, the Company solicited consents (the “Consent Solicitation”) from holders of its outstanding Warrants to amend the agreement governing the Warrants (the “Warrant Agreement”) to permit the Company to redeem all Warrants that remained outstanding after the completion of the Offer for $0.70 per Warrant in cash, without interest.

NOTE 18 – WARRANTS AND SHAREHOLDER’S EQUITY (continued):

The Offer expired on September 9, 2024 (the “Expiration Date”), in accordance with its terms. 24,030,937 Warrants were validly tendered and not validly withdrawn from the Offer representing approximately 95.5% of the then-outstanding Warrants. These Warrants were repurchased for $0.78 per Warrant, or $18,744 in total, with a $13,217 loss recognized upon repurchase, which is the result of the premium paid above the valuation of the Warrants as of the latest revaluation date of June 30, 2024. On September 10, 2024, the Company issued a notice of redemption to redeem all remaining untendered and outstanding Warrants for $0.70 per Warrant as of September 25, 2024. These Warrants were redeemed for $0.70 per Warrant, or $789 in total, with a $530 loss recognized upon repurchase, which is the result of the premium paid above the valuation of the Warrants as of the latest revaluation date of June 30, 2024. The Company also incurred approximately $1,000 in expenses associated with the transaction, which are included in loss on warrant repurchase/redemption in the consolidated statements of comprehensive income (loss).

At December 31, 2023, there were 25,158,086 warrants outstanding with a corresponding liability valued at $8,555.

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and were presented within warrant liabilities on the Company’s consolidated balance sheets. The warrant liabilities were measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of comprehensive income (loss). The following table presents the changes in the fair value of warrant liabilities (Level 1):


	December 31,
	2024		2023
Beginning fair value	$	8,555	$	25,914
Change in fair value		(2,767)		(17,359)
Repurchase and redemption		(5,788)		—
Ending fair value		—		8,555

In September 2015, the Company issued equity classified private warrants to purchase shares of Common Stock to a non-employee in association with a commercial services agreement. The exercise price of the warrants is $1.79 per share and they expire 10 years from issuance. At December 31, 2024, 2023 and 2022, 1,792,994 private warrants were outstanding, out of which 1,080,707 were vested. The Company did not recognize additional expenses related to the warrants in 2024, 2023, or 2022.

Accumulated Other Comprehensive Income (Loss)

The changes in the balances of each component of accumulated other comprehensive income (loss), net of tax, for the years ended December 31, 2024 and 2022 were as follows. There were no changes in other comprehensive income (loss) in the year ended December 31, 2023:


	Year ended December 31, 2024
	Foreign currency translation adjustments		Unrealized losses on available-for-sale debt securities		Unrealized losses on cash flow hedges		Total
Beginning balance	$	(176)	$	—	$	—	$	(176)
Other comprehensive loss before reclassifications		(66)		(322)		(11,938)		(12,326)
Amount of loss reclassified from AOCI		—		—		(107)		(107)
Net current period other comprehensive loss		(66)		(322)		(12,045)		(12,433)
Ending balance	$	(242)	$	(322)	$	(12,045)	$	(12,609)


	Year ended December 31, 2022
	Foreign currency translation adjustments		Total
Beginning balance	$	2,253	$	2,253
Other comprehensive loss before reclassifications		(2,429)		(2,429)
Ending balance	$	(176)	$	(176)

BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 2024

BUSINESS COMBINATIONS

Schedule of the fair value of the consideration transferred


	Amounts Recognized as of Acquisition Date		Measurement Period Adjustments		Amounts Recognized as of Acquisition Date (Adjusted)
Cash	$	61,099	$	—	$	61,099
Contingent consideration		5,283		1,691		6,974
Extinguishment of pre-existing receivable		1,000		—		1,000
Settlement of unvested acquiree stock-based compensation awards		315		—		315
Total	$	67,697	$	1,691	$	69,388

Summary of recognized amounts of identifiable assets acquired and liabilities assumed


	Amounts Recognized as of Acquisition Date		Measurement Period Adjustments		Amounts Recognized as of Acquisition Date (Adjusted)
Cash and cash equivalents and restricted deposits	$	3,875	$	-	$	3,875
Customer funds		9,005		-		9,005
Accounts receivable		4,294		-		4,294
Tax indemnification asset		1,240		1,764		3,004
Customer relationships intangible asset		6,683		-		6,683
Developed technology intangible asset		2,354		-		2,354
Other assets		1,499		-		1,499
Trade payables		(1,514)		-		(1,514)
Outstanding operating balances		(9,005)		-		(9,005)
Deferred tax liabilities, net		(1,373)		-		(1,373)
Uncertain tax positions		(1,240)		(1,764)		(3,004)
Other payables		(4,326)		-		(4,326)
Total identifiable net assets	$	11,492	$	-	$	11,492
Goodwill	$	56,205	$	1,691	$	57,896
Total	$	67,697	$	1,691	$	69,388

SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2024

SIGNIFICANT ACCOUNTING POLICIES

Schedule of estimated useful lives property, equipment and software, net


		Years
Computers, software and peripheral equipment		1-5
Furniture and office equipment		5-17
Leasehold improvements		Shorter of useful life of improvement or lease term

Schedule of estimated useful lives goodwill and intangible assets


		Years
Internal use software		1.2-3
Customer relationships		11.4
Acquired developed technology		3-6

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 497,467	$ 617,022
Restricted cash	6,633	7,030
Customer funds	6,439,153	6,390,526
Accounts receivable (net of allowance of $382 in 2024 and $385 in 2023)	11,937	7,980
Capital advance receivables (net of allowance of $4,955 in 2024 and $5,059 in 2023)	56,242	45,493
Other current assets	88,210	40,672
Total current assets	7,099,642	7,108,723
Non-current assets:
Property, equipment and software, net	16,053	15,499
Goodwill	77,785	19,889
Intangible assets, net	102,390	76,266
Customer funds	525,000
Restricted cash	17,653	5,780
Deferred taxes	41,523	15,291
Severance pay fund	757	840
Operating lease right-of-use assets	19,403	24,854
Other assets	30,174	15,977
Total assets	7,930,380	7,283,119
Current liabilities:
Trade payables	37,302	33,941
Outstanding operating balances	6,964,153	6,390,526
Other payables	129,621	117,508
Total current liabilities	7,131,076	6,541,975
Non-current liabilities:
Warrant liability		8,555
Deferred taxes	1,471
Other long-term liabilities	73,043	49,905
Total liabilities	7,205,590	6,618,846
Commitments and contingencies (Note 19)
Shareholders' equity:
Preferred stock, $0.01 par value, 380,000,000 shares authorized; no shares were issued and outstanding at December 31, 2024 and December 31, 2023.
Common stock, $0.01 par value, 3,800,000,000 and 3,800,000,000 shares authorized; 395,965,588 and 368,655,185 shares issued and 360,093,249 and 357,590,493 shares outstanding at December 31, 2024 and December 31, 2023, respectively.	3,960	3,687
Treasury stock at cost, 35,872,339 and 11,064,692 shares at December 31, 2024 and December 31, 2023, respectively.	(193,724)	(56,936)
Additional paid-in capital	821,196	732,894
Accumulated other comprehensive loss	(12,609)	(176)
Retained earnings (accumulated deficit)	105,967	(15,196)
Total shareholders' equity	724,790	664,273
Total liabilities and shareholders' equity	$ 7,930,380	7,283,119
Related Party
Non-current liabilities:
Long-term debt from related party (refer to Notes 14 and 26 for further information)		$ 18,411

REVENUE (Tables)

12 Months Ended

Dec. 31, 2024

REVENUE

Schedule of revenue recognized from contracts with customers as well as revenue from other sources


	Year Ended December 31,
	2024		2023		2022

Revenue recognized at a point in time	$	707,644	$	573,902	$	533,213
Revenue recognized over time		2,650		16,925		30,354
Revenue from contracts with customers	$	710,294	$	590,827	$	563,567
Interest income on customer balances	$	256,846	$	230,634	$	55,292
Capital advance income		10,576		9,642		8,764
Revenue from other sources	$	267,422	$	240,276	$	64,056
Total revenues	$	977,716	$	831,103	$	627,623

Schedule of revenue disaggregated by primary geographical market


	Year Ended December 31,
	2024		2023		2022
Primary regional markets
Greater China⁽¹⁾	$	340,846	$	287,944	$	195,663
Europe, Middle East, and Africa⁽²⁾		253,096		225,703		176,083
Asia-Pacific⁽²⁾		186,582		142,737		108,823
North America⁽³⁾		96,868		97,434		92,045
Latin America⁽²⁾		100,324		77,285		55,009
Total revenues	$	977,716	$	831,103	$	627,623

(1)	Greater China is inclusive of mainland China, Hong Kong, Macao and Taiwan

(2)	No single country included in any of these regions generated more than 10% of total revenue

(3)	The United States is the Company’s country of domicile. Of North America revenues, the U.S. represents $95,794, $93,371 and $87,438 during the years ended December 31, 2024, 2023 and 2022.

Rollforward of Deferred Customer Acquisition Costs


Opening balance as of December 31, 2023	$	9,613
Additions to deferred customer acquisition costs		11,787
Amortization of deferred customer acquisition costs		(10,999)
Ending balance as of December 31, 2024	$	10,401

Opening balance as of December 31, 2022	$	10,245
Additions to deferred customer acquisition costs		9,406
Amortization of deferred customer acquisition costs		(10,038)
Ending balance as of December 31, 2023	$	9,613

LEASES - Minimum lease commitments (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
LEASES
2025	$ 705
2026	9,514
2027	3,722
2028	1,930
2029	1,923
Thereafter	12,372
Total	30,166
Less present value discount	(8,786)
Lease liability	$ 21,380	$ 25,007

REVENUE - Revenue Recognized From Contracts With Customers (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	$ 710,294	$ 590,827	$ 563,567
Interest income on customer balances	256,846	230,634	55,292
Capital advance income	10,576	9,642	8,764
Revenue from other sources	267,422	240,276	64,056
Total revenues	977,716	831,103	627,623
Revenue recognized at a point in time
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	707,644	573,902	533,213
Revenue recognized over time
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	$ 2,650	$ 16,925	$ 30,354

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

STOCK-BASED COMPENSATION - Options and restricted compensation plans (Details)	1 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2024 item $ / shares shares	Dec. 31, 2023 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of stock-based compensation incentive plans \| item		3
Common stock, par value \| $ / shares		$ 0.01	$ 0.01
2007 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options were reserved for grants to employees		3,360,000
2017 Stock Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options were reserved for grants to employees		21,756,714
Vesting period (in years)		4 years
2021 Stock Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)	4 years
Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options authorized		11,560,158
Expiration period		10 years
Number of shares to be purchased for one option		1
Common stock, par value \| $ / shares		$ 0.01
Vesting period (in years)		4 years

CAPITAL ADVANCE ("CA") RECEIVABLES - Current and overdue amounts (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Financing Receivable, Past Due [Line Items]
Total	$ 61,197	$ 50,552	$ 42,466
Current
Financing Receivable, Past Due [Line Items]
Total	58,372	47,332
1-30 days overdue
Financing Receivable, Past Due [Line Items]
Total	1,804	1,977
30-60 overdue
Financing Receivable, Past Due [Line Items]
Total	352	692
60-90 overdue
Financing Receivable, Past Due [Line Items]
Total	298	276
Above 90 overdue
Financing Receivable, Past Due [Line Items]
Total	$ 371	$ 275

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2024

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 19 – COMMITMENTS AND CONTINGENCIES

The Company’s business is subject to various laws and regulations in the United States and other countries from where the Company operates. Any regulatory action, tax or legal challenge against the Company for noncompliance with any regulatory or legal requirement could result in significant fines, penalties, or other enforcement actions, increased costs of doing business through adverse judgment or settlement, reputational harm, the loss of banking or other operational relationships, the diversion of significant amounts of management time and operational resources, and could require changes in compliance requirements or impose limits on the Company’s ability to expand its product offerings, or otherwise harm or have a material adverse effect on the Company’s business. From time to time, the Company incurs insignificant fines and penalties in the ordinary course of business.

On September 28, 2021, the National Banking and Securities Commission (CNBV) and the Bank of Mexico revoked the banking license of a banking entity utilized by the Company due to the banking entity not meeting applicable capital requirements. As a result, the Company is unable to withdraw funds from the banking entity. The Company has reserved $2,250 for potential losses related to those funds above the recovered amount. The Company applied for and recovered the maximum statutory reimbursement through the deposit insurance provided by Mexican Institute for the Protection of Banking Services (IPAB), totaling $140. The Company has filed a claim in liquidation for the remaining funds; however, the percentage of the deposit that will be recovered in liquidation is not known at this time.

On August 7, 2023, Payoneer (Guangzhou) Commerce Services Co., Ltd. (“Payoneer Guangzhou”), a wholly owned subsidiary of the Company, entered into an agreement with a non-bank payments institution (the “Licenseholder”), that offers pay-out and mobile payments solutions to merchants in the People’s Republic of China and holds a Payment Business License issued by the People’s Bank of China (the “PBoC”). Pursuant to the terms of the agreement, Payoneer Guangzhou seeks to purchase the Licenseholder, and placed approximately $4 million in escrow in October 2023, representing a small portion of the agreed upon consideration for the purchase. In the event of termination of the agreement, such escrow amount will be returned to Payoneer Guangzhou, and in the event of a successful transaction, it will be applied to the full purchase price. In February 2025, the Company received the regulatory approvals in China required to complete the acquisition, which is subject to customary closing conditions and termination provisions provided for in the agreement.

From time to time, the Company is involved in other disputes or regulatory inquiries that arise in the ordinary course of business. These may include suits by its customers alleging, among other things, acting unfairly and/or not in conformity regarding pricing, rules or agreements, improper disclosure of the Company’s prices, rules, or policies or that the Company’s practices, prices, rules, policies, or customer agreements violate applicable law.

In addition to these types of disputes and regulatory inquiries, the operations of the Company are also subject to regulatory and/or legal review and/or challenges that tend to reflect the increasing global regulatory focus to which the industry in which the Company operates is subject and, when taken as a whole with other regulatory and legislative action, such actions could result in the imposition of costly new compliance burdens on the Company and may lead to increased costs and decreased transaction volume and revenue.

Any claims or regulatory actions against the Company, whether meritorious or not, could be time consuming, result in costly litigation, settlement payments, damage awards (including statutory damages for certain causes of action in certain jurisdictions), fines, penalties, injunctive relief, or increased costs of doing business through adverse judgment or settlement, require the Company to change its business practices, require significant amounts of management time, result in the diversion of operational resources, or otherwise harm the business.

FAIR VALUE

12 Months Ended

Dec. 31, 2024

FAIR VALUE

FAIR VALUE

NOTE 7 - FAIR VALUE

The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and 2023:


	December 31, 2024
	Level 1		Level 2		Level 3		Total
U.S. Treasury Securities (included within Customer funds)	$	1,174,937	$	—	$	—	$	1,174,937
Derivative assets (included within Other current assets)
Interest rate floors	$	—	$	739	$	—	$	739
Foreign currency forwards		—		910		—		910
Foreign currency net purchased options		—		385		—		385
Total current derivative assets	$	—	$	2,034	$	—	$	2,034
Derivative assets (included within Other non-current assets)
Interest rate floors	$	—	$	17,692	$	—	$	17,692
Total financial assets	$	1,174,937	$	19,726	$	—	$	1,194,663
Current portion of Skuad acquisition earnout liability (included within Other payables)	$	—	$	—	$	723	$	723
Non-current portion of Skuad acquisition earnout liability (included within Other long-term liabilities)	$	—	$	—	$	8,021	$	8,021
Total financial liabilities	$	—	$	—	$	8,744	$	8,744


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Warrant liability	$	8,555	$	—	$	—	$	8,555

The Company’s foreign currency derivative instruments are valued using pricing models that take into account the contract terms and relevant currency rates. The Company’s interest rate floors are valued using pricing models that take into account the contract terms and relevant interest rates.

As of December 31, 2024 and 2023, the fair values of the Company's cash, cash equivalents, customer funds (other than the portion consisting of available-for-sale debt securities), restricted cash, accounts receivable, capital advance receivables, accounts payable, outstanding operating balances, and long-term debt approximated the carrying values of these instruments presented in the Company's consolidated balance sheets because of their nature. The fair value of long-term debt, when carrying value does not approximate fair value, is determined using Level 3 unobservable inputs and assumptions by the Company.

NOTE 7 – FAIR VALUE (continued):

In the year ended December 31, 2024, the Company recognized a liability for contingent consideration related to the Skuad acquisition, and recognized $1,770 in loss related to the change in the fair value of the liability since the acquisition date, included within General and administrative expenses on the consolidated statements of comprehensive income. Refer to Note 3 above for additional details around valuation.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

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+ Details

LEASES - Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
LEASES - Lease Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
LEASES
Short-term lease expense	$ 1,018	$ 1,501	$ 1,430
Operating lease expense	11,148	10,122	11,224
Total lease expense	12,166	11,623	12,654
Operating cash flows associated with operating leases	$ 14,068	$ 10,248	$ 10,686

PROPERTY, EQUIPMENT AND SOFTWARE - Geographic region (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
PROPERTY, EQUIPMENT AND SOFTWARE
Property and equipment, net	$ 16,053	$ 15,499
Israel
PROPERTY, EQUIPMENT AND SOFTWARE
Property and equipment, net	11,674	11,933
United States
PROPERTY, EQUIPMENT AND SOFTWARE
Property and equipment, net	2,756	1,676
All other countries
PROPERTY, EQUIPMENT AND SOFTWARE
Property and equipment, net	$ 1,623	$ 1,890

BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 2024

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS

NOTE 3 –BUSINESS COMBINATIONS

On August 5, 2024, Payoneer acquired 100% of the outstanding equity of Skuad Pte. Ltd. (“Skuad”) and its subsidiaries, 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 globally. The transaction was accounted for in accordance with ASC 805, Business Combinations (“ASC 805”), using the acquisition method of accounting with Payoneer as the acquirer.

The following table summarizes the fair value of the consideration transferred:


	Amounts Recognized as of Acquisition Date		Measurement Period Adjustments		Amounts Recognized as of Acquisition Date (Adjusted)
Cash	$	61,099	$	—	$	61,099
Contingent consideration		5,283		1,691		6,974
Extinguishment of pre-existing receivable		1,000		—		1,000
Settlement of unvested acquiree stock-based compensation awards		315		—		315
Total	$	67,697	$	1,691	$	69,388

Cash transferred was funded with cash on hand. The contingent consideration was in the form of a $9,709 earn-out subject to meeting certain performance criteria such as revenue and volume for eighteen months post-close, and achievement of certain business goals within twelve months post-close. The fair value of the contingent consideration recognized on the acquisition date of $5,283 was estimated using estimates of probability of each outcome and the Option Pricing Model (“OPM”), except for with respect to the integration plan target, which is not exposed to systemic risk. Note that as shown above, the Company has adjusted the acquisition date fair value of the contingent consideration via a measurement period adjustment of $1,691, recognized as an increase to acquisition date goodwill. This adjustment is a result of refinement of Management’s assumptions around Skuad’s business forecast, based on data that was available at the time of the acquisition. Refer to Note 7 below for details on changes in the fair value of the contingent consideration since acquisition.

The consideration transferred included settlement of a receivable on Payoneer's books, related to commercial payments activities that occurred prior to the closing of the business combination with Skuad, which is now an intercompany relationship eliminated in consolidation. No gain or loss was recognized on settlement.

The settlement of unvested acquiree stock-based compensation awards relates to unvested Skuad stock options which were cancelled upon acquisition and either replaced with Payoneer RSUs or not replaced and settled in cash. Replacement awards included 90,000 RSUs which were measured at fair value based on the grant date share price. Additionally, the Company committed to grant 1,870,577 RSUs valued at $10,364, which are subject to ratable quarterly vesting contingent on future services and continued employment of the Skuad founder and shall be expensed over a remaining service period of up to three years.

NOTE 3 –BUSINESS COMBINATIONS (continued):

The following table summarizes the recognized amounts of identifiable assets acquired and liabilities assumed:


	Amounts Recognized as of Acquisition Date		Measurement Period Adjustments		Amounts Recognized as of Acquisition Date (Adjusted)
Cash and cash equivalents and restricted deposits	$	3,875	$	-	$	3,875
Customer funds		9,005		-		9,005
Accounts receivable		4,294		-		4,294
Tax indemnification asset		1,240		1,764		3,004
Customer relationships intangible asset		6,683		-		6,683
Developed technology intangible asset		2,354		-		2,354
Other assets		1,499		-		1,499
Trade payables		(1,514)		-		(1,514)
Outstanding operating balances		(9,005)		-		(9,005)
Deferred tax liabilities, net		(1,373)		-		(1,373)
Uncertain tax positions		(1,240)		(1,764)		(3,004)
Other payables		(4,326)		-		(4,326)
Total identifiable net assets	$	11,492	$	-	$	11,492
Goodwill	$	56,205	$	1,691	$	57,896
Total	$	67,697	$	1,691	$	69,388

The excess of the purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributable to the significant synergies expected to arise from the acquisition, including enhancement of Payoneer’s comprehensive and integrated financial stack. The Company does not expect goodwill to be deductible for income tax purposes.

At the acquisition date, Payoneer recognized an indemnification asset in the amount of $1,240 related to uncertain tax positions of the acquiree. As noted in the table above, during the three months ended December 31, 2024, the Company recognized an additional $1,764 in indemnification assets related to uncertain tax positions of the acquiree which existed at the acquisition date but had not yet been identified by the Company. There was no impact to earnings related to this adjustment. Payoneer is fully indemnified by the sellers for the full amount of the positions in the event that the related losses are realized.

Due to Skuad’s insignificant size relative to the Company, Payoneer is not providing supplemental pro forma financial information for the current and prior reporting periods. During the year ended December 31, 2024, Payoneer incurred acquisition-related costs of $4,900, which were included in general and administrative expenses on the consolidated statements of comprehensive income (loss).

The allocation of the purchase price for this acquisition has been prepared on a preliminary basis and changes to the allocation to certain assets, liabilities, and tax estimates may occur as additional information becomes available throughout the measurement period, which will not exceed 12 months from the date of the acquisition.

STOCK-BASED COMPENSATION - Stock-based compensation expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 64,787	$ 65,767	$ 52,149
Internal use software
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Capitalized amount in compensation costs	3,149	3,650	1,592
Other operating expenses
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	12,761	12,327	10,870
Research and development expenses
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	14,080	15,698	10,248
Sales and marketing expenses
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	17,124	18,506	15,175
General and administrative expenses
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 20,822	$ 19,236	$ 15,856

DEBT

12 Months Ended

Dec. 31, 2024

DEBT

DEBT

NOTE 14 – DEBT

On October 28, 2021, Payoneer Early Payments Inc. (“PEPI”), a wholly-owned second tier subsidiary of the Company and its subsidiary (the “Borrower”) entered into a Receivables and Loan Security Agreement (the “Warehouse Facility”) with Viola Credit VI, L.P. (currently known as Viola Credit ALF II, L.P.), Viola Credit Alternative Lending FNX SPV, L.P. (the “Lenders”) and Viola Credit Alternative Lending Management 2018 L.P. (collectively, the “Parties”) for the purpose of external financing of Capital Advance activity. The Company notes that the Lenders are related parties through the Company’s Board of Directors’ chairman’s ownership interest in the Lenders. Refer to Note 26 for further information regarding related party considerations.

In accordance with the Warehouse Facility, the Lenders made available to the Company an initial committed amount of $25,000, which was permitted to be increased at the request of the Company, and with the consent of the Lenders, in $25,000 increments up to $100,000. The associated borrowings were secured by the assets of the Borrower, which consist primarily of capital advance receivables as well as a pledge of the equity of the Borrower. The recourse under the Warehouse Facility was limited to Borrower's assets, and no other Payoneer entity guaranteed repayment by the Borrower. At December 31, 2024 and 2023, respectively, $0 and $32,468 was pledged as collateral and included within Capital advance receivables on the consolidated balance sheets.

The Warehouse Facility stipulated a borrowing base calculated at an advance rate of 80% out of the eligible portfolio outstanding receivables balance.

On and after July 1, 2023, the Warehouse Facility bore interest at the sum of the Daily Simple SOFR and 0.26161% plus:

●

9.00% per annum if the commitment amount is $25,000;

●

7.75% per annum if the commitment amount is $50,000;

●

7.50% per annum if the commitment amount is $75,000;

●

7.00% per annum if the commitment amount is $100,000.

Prior to July 1, 2023, interest on the facility was calculated as the greater of 0.25% or LIBOR plus the additional percentage amounts per annum based on commitment amount noted above.

On June 8, 2022, the Warehouse Facility was amended to create a condition that the total interest rate, calculated as the sum per above, was not to exceed 10.5% per annum for all outstanding balances.

The revolving period of the facility was 36 months from the closing date and the maturity date is 42 months from the date the Warehouse Facility was entered into. The Warehouse Facility reached its scheduled revolving period termination date on October 28, 2024, and the Company has repaid all outstanding borrowings. The Warehouse Facility is set to be automatically terminated on April 28, 2025.

The Company recorded expenses included in transaction cost in the total amount of $1,399, $1,781 and $1,491 for the years ended at December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, there was no outstanding associated balance on the consolidated balance sheets. As of December 31, 2023, the outstanding associated balance was $18,411, included within long-term debt on the consolidated balance sheets, with $168 of accrued expenses included in Other payables.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

NET EARNINGS (LOSS) PER SHARE

12 Months Ended

Dec. 31, 2024

NET EARNINGS (LOSS) PER SHARE

NET EARNINGS (LOSS) PER SHARE

NOTE 25 – NET EARNINGS (LOSS) PER SHARE

The Company computes net earnings (loss) per share using the two-class method required for participating securities. The two-class method requires income available to common shareholders for the period to be allocated between shares of Common Stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

The Company’s basic net earnings (loss) per share is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. The diluted net earnings (loss) per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net earnings (loss) per share is the same as basic net earnings (loss) per share in periods when the effects of potentially dilutive shares of common stock are anti-dilutive. Instruments with an antidilutive effect, for which conditions were not met, or which were not in the money in the reporting period were excluded from the diluted net earnings (loss) per share calculation for the year ended December 31, 2024, 2023, and 2022. Refer below for details on specific exclusions.

Basic and diluted net earnings (loss) per share attributable to common stockholders were calculated as follows:


	Year Ended December 31,
	2024		2023		2022

	(In thousands, except share and per share data)
Numerator:
Net income (loss)	$	121,163	$	93,333	$	(11,970)
Denominator:
Weighted average common shares outstanding —
Basic		358,345,945		361,678,893		348,044,831
Add:
Dilutive impact of RSUs, ESPP and options to purchase common stock		27,104,075		30,256,559		—
Dilutive impact of private warrants		787,159		730,266		—
Weighted average common shares — diluted		386,237,179		392,665,718		348,044,831
Net income (loss) per share attributable to common stockholders — Basic earnings (loss) per share	$	0.34	$	0.26	$	(0.03)
Diluted earnings (loss) per share	$	0.31	$	0.24	$	(0.03)

Note that 2,523,265 RSUs and 2,780,000 RSUs with market conditions, 15,000,000 Earn-Out Shares (as that term is defined in the Agreement and Plan of Reorganization dated February 3, 2021 (as amended) with FTAC Olympus Acquisition Corp.), 1,487,008 options to purchase common stock, and ESPP shares to be issued under the current offering period have been excluded from the computation of diluted net earnings per share for the year ended December 31, 2024 as their effect was antidilutive, conditions were not met or they were not in the money in the reporting period.

In the year ended December 31, 2023, 25,158,086 public warrants, 4,255,000 RSUs with market conditions, 15,000,000 Earn-Out Shares, 665,520 options to purchase common stock, and ESPP shares to be issued under the November 16, 2023 offering period were excluded from the computation of diluted net earnings per share as their effect was antidilutive, conditions were not met or they were not in the money in the reporting period.

In the year ended December 31, 2022, 25,158,086 public warrants, 30,000,000 Earn-Out Shares, 30,214,638 options to purchase common stock, RSUs with market conditions, and ESPP shares to be granted, and 722,903 private warrants were excluded for the same reason.

WARRANTS AND SHAREHOLDERS' EQUITY - Changes in fair value of warrant liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
WARRANTS AND SHAREHOLDERS' EQUITY
Fair value at beginning of period	$ 8,555	$ 25,914
Change in fair value	(2,767)	(17,359)	$ (33,963)
Repurchase and redemption	$ (5,788)
Fair value at end of period		$ 8,555	$ 25,914

NET EARNINGS (LOSS) PER SHARE (Tables)

12 Months Ended

Dec. 31, 2024

NET EARNINGS (LOSS) PER SHARE

Schedule of basic and diluted net earnings per share attributable to common stockholders


	Year Ended December 31,
	2024		2023		2022

	(In thousands, except share and per share data)
Numerator:
Net income (loss)	$	121,163	$	93,333	$	(11,970)
Denominator:
Weighted average common shares outstanding —
Basic		358,345,945		361,678,893		348,044,831
Add:
Dilutive impact of RSUs, ESPP and options to purchase common stock		27,104,075		30,256,559		—
Dilutive impact of private warrants		787,159		730,266		—
Weighted average common shares — diluted		386,237,179		392,665,718		348,044,831
Net income (loss) per share attributable to common stockholders — Basic earnings (loss) per share	$	0.34	$	0.26	$	(0.03)
Diluted earnings (loss) per share	$	0.31	$	0.24	$	(0.03)

INCOME TAXES - Long-term net deferred tax assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 20,275	$ 21,248
Transaction loss provision	1,147	1,149
Property, equipment & software	490	6
Share-based compensation	11,262	2,083
Accrued expenses	1,857	3,154
Employee benefits	6,812	5,258
Operating lease liability	3,310	3,120
Capitalized research and development	17,077	7,426
DTA on OCI (Derivatives/Hedging)	3,751
Gross deferred tax assets	65,981	43,444
Valuation allowance	(19,180)	(19,281)	$ (28,424)
Total deferred tax assets	46,801	24,163
Deferred tax liabilities:
Acquired Intangible Assets	1,471
Contract assets	374	413
Right-of-use asset	2,858	3,126
Property, equipment & software	617	909
Internal use software (pre-2022)	1,429	4,415
Other		9
Total deferred tax liabilities	6,749	8,872
Net deferred tax assets	$ 40,052	$ 15,291

OTHER PAYABLES (Tables)

12 Months Ended

Dec. 31, 2024

OTHER PAYABLES

Schedule of composition of Other payables, grouped by major classifications


	December 31,
	2024		2023
Employee related compensation	$	81,482	$	67,837
Commissions payable		18,057		23,695
Accrued expenses		14,704		12,358
Lease liability		5,735		7,171
Income tax payable		3,763		2,410
Other		5,880		4,037
Total other payables	$	129,621	$	117,508

STOCK-BASED COMPENSATION - Stock Options (Details) - Stock options	12 Months Ended
	Dec. 31, 2024 $ / shares shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding Options, Number Outstanding	11,560,158
Outstanding Options, Weighted Average Remaining Contractual life	4 years 10 months 13 days
Options Exercisable, Number excercisable	10,144,382
Options Exercisable, Weighted Average Remaining Contractual life	4 years 4 months 6 days
$0.010
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 0.01
Outstanding Options, Number Outstanding	1,780,867
Outstanding Options, Weighted Average Remaining Contractual life	5 years 9 months 29 days
Options Exercisable, Number excercisable	1,649,209
Options Exercisable, Weighted Average Remaining Contractual life	5 years 9 months 21 days
$0.080
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 0.08
Outstanding Options, Number Outstanding	133,041
Outstanding Options, Weighted Average Remaining Contractual life	3 years 1 month 2 days
Options Exercisable, Number excercisable	133,041
Options Exercisable, Weighted Average Remaining Contractual life	3 years 1 month 2 days
$0.620
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 0.62
Outstanding Options, Number Outstanding	70,983
Outstanding Options, Weighted Average Remaining Contractual life	1 month 9 days
Options Exercisable, Number excercisable	70,983
Options Exercisable, Weighted Average Remaining Contractual life	1 month 9 days
$1.380
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 1.38
Outstanding Options, Number Outstanding	37,627
Outstanding Options, Weighted Average Remaining Contractual life	11 months 12 days
Options Exercisable, Number excercisable	37,627
Options Exercisable, Weighted Average Remaining Contractual life	11 months 12 days
$1.410
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 1.41
Outstanding Options, Number Outstanding	192,932
Outstanding Options, Weighted Average Remaining Contractual life	1 year 1 month 13 days
Options Exercisable, Number excercisable	192,932
Options Exercisable, Weighted Average Remaining Contractual life	1 year 1 month 13 days
$1.810
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 1.81
Outstanding Options, Number Outstanding	122,864
Outstanding Options, Weighted Average Remaining Contractual life	1 year 6 months 25 days
Options Exercisable, Number excercisable	122,864
Options Exercisable, Weighted Average Remaining Contractual life	1 year 6 months 25 days
$2.740
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 2.74
Outstanding Options, Number Outstanding	1,707,490
Outstanding Options, Weighted Average Remaining Contractual life	5 years 2 months 23 days
Options Exercisable, Number excercisable	1,707,490
Options Exercisable, Weighted Average Remaining Contractual life	5 years 2 months 23 days
$2.800
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 2.8
Outstanding Options, Number Outstanding	1,494,367
Outstanding Options, Weighted Average Remaining Contractual life	3 years 1 month 2 days
Options Exercisable, Number excercisable	1,494,367
Options Exercisable, Weighted Average Remaining Contractual life	3 years 1 month 2 days
$2.850
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 2.85
Outstanding Options, Number Outstanding	175,662
Outstanding Options, Weighted Average Remaining Contractual life	3 years 6 months 21 days
Options Exercisable, Number excercisable	175,662
Options Exercisable, Weighted Average Remaining Contractual life	3 years 6 months 21 days
$2.900
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 2.9
Outstanding Options, Number Outstanding	2,080,094
Outstanding Options, Weighted Average Remaining Contractual life	4 years 1 month 13 days
Options Exercisable, Number excercisable	2,080,094
Options Exercisable, Weighted Average Remaining Contractual life	4 years 1 month 13 days
$3.020
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 3.02
Outstanding Options, Number Outstanding	1,016,734
Outstanding Options, Weighted Average Remaining Contractual life	2 years 2 months 19 days
Options Exercisable, Number excercisable	1,016,734
Options Exercisable, Weighted Average Remaining Contractual life	2 years 2 months 19 days
$3.070
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 3.07
Outstanding Options, Number Outstanding	375,997
Outstanding Options, Weighted Average Remaining Contractual life	4 years 6 months 10 days
Options Exercisable, Number excercisable	375,997
Options Exercisable, Weighted Average Remaining Contractual life	4 years 6 months 10 days
$3.900
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 3.9
Outstanding Options, Number Outstanding	384,492
Outstanding Options, Weighted Average Remaining Contractual life	5 years 11 months 12 days
Options Exercisable, Number excercisable	384,492
Options Exercisable, Weighted Average Remaining Contractual life	5 years 11 months 12 days
$3.980
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 3.98
Outstanding Options, Number Outstanding	500,000
Outstanding Options, Weighted Average Remaining Contractual life	7 years 6 months
Options Exercisable, Number excercisable	312,500
Options Exercisable, Weighted Average Remaining Contractual life	7 years 6 months
$5.410
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 5.41
Outstanding Options, Number Outstanding	1,070,000
Outstanding Options, Weighted Average Remaining Contractual life	9 years 1 month 20 days
$7.870
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 7.87
Outstanding Options, Number Outstanding	417,008
Outstanding Options, Weighted Average Remaining Contractual life	6 years 1 month 2 days
Options Exercisable, Number excercisable	390,390
Options Exercisable, Weighted Average Remaining Contractual life	6 years 1 month 2 days

REVENUE - Deferred Customer Acquisition Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
REVENUE
Opening balance	$ 9,613	$ 10,245
Additions to deferred customer acquisition costs	11,787	9,406
Amortization of deferred customer acquisition costs	(10,999)	(10,038)
Ending balance	$ 10,401	$ 9,613

STOCK-BASED COMPENSATION - RSUs narratives (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jun. 25, 2021	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Recognized expense		$ 64,787	$ 65,767	$ 52,149
Tax benefit		$ 1,539	$ 0	$ 3,682
First 30 months following the closing date
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Earn-Out shares issued (In percentage)	50.00%
Threshold minimum trading days for not to transfer or permit transfer shares	20 days
Threshold trading days for not to transfer or permit transfer shares	30 days
First 60 months following the closing date
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Earn-Out shares issued (In percentage)	50.00%
Threshold minimum trading days for not to transfer or permit transfer shares	20 days
Threshold trading days for not to transfer or permit transfer shares	30 days
Minimum \| First 30 months following the closing date
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share price of earn out shares	$ 15
Minimum \| First 60 months following the closing date
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share price of earn out shares	$ 17
Restricted stock units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted		15,302,635
Total vesting-date value of equity classified RSUs vested		$ 76,069
Unrecognized compensation cost related to all unvested equity classified RSUs		$ 132,900
Compensation which is expected to be recognized over a weighted-average period (in years)		1 year 10 months 9 days

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2024

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NOTE 23 – STOCK-BASED COMPENSATION

Option and restricted stock compensation plans

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

●

2007 Plan - In February 2007, the Company’s Board of Directors approved the 2007 Plan, where up to 3,360,000 incentive awards (including stock options and RSUs) were available for grants to employees of the Company and other individuals eligible under the plan. Subsequent to the original plan approval, there were several periodic increases in options that were available for grant through approval by the Company’s board of directors and stockholders. The 2007 Plan is no longer available for grants of new awards as of 2017.

●

2017 Plan - In May 2017, the Company’s Board of Directors approved the 2017 Plan, where up to 21,756,714 incentive awards (including stock options and RSUs) were available for grant to employees of the Company and other individuals eligible under the Plan. Awards generally vest over a four year period and continued vesting of any outstanding award is usually subject to continued service of the person to whom the award was granted. The 2017 Plan is no longer available for grants of new awards as of 2021.

●

2021 Plan – In June 2021, the Company's Board of Directors adopted the 2021 Plan, pursuant to the approval of the 2021 Plan by the shareholders of the Company. The plan allows the granting of incentive awards (including stock options and RSUs) to employees of the Company and other individuals eligible under the Plan. Awards granted under the plan generally vest over a four year period and continued vesting of any outstanding award is usually subject to continued service of the person to whom the award was granted.

o

2021 Transaction Bonus Pool - The Company approved and adopted the Transaction Bonus Pool under the 2021 Plan, associated with the Reverse Recapitalization in 2021. The RSUs associated with the Transaction Bonus Pool are subject to certain market-based and service conditions. Fifty percent of those RSUs would have vested if at any time during the 30 months following the closing date, the closing share price of Company Shares was greater than or equal to $15.00 over any 20 days trading within any 30 trading days period (which threshold did not occur, and as a result, the right to these shares was forfeited); and the remaining 50% of those RSUs shall vest if at any time during the 60 months following the closing date, the closing share price of Company Shares is greater than or equal to $17.00 over any 20 trading days within any 30 trading days period, subject to the grantee's continued employment with, or service to, the Company or any of its affiliates (if applicable) until and including the time the RSUs vest.

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

NOTE 23 – STOCK-BASED COMPENSATION (continued):

Options

As of December 31, 2024, 11,560,158 options are outstanding under the Plans. Each option can be exercised to purchase one share of Common Stock par value USD 0.01 each of the Company. The Company has approved the grant of the following stock options:


	December 31, 2024
	Outstanding Options		Options Exercisable
		Weighted Average		Weighted Average
Exercise	Number	Remaining	Number	Remaining
Price	Outstanding	Contractual life	Exercisable	Contractual life
$0.010	1,780,867	5.83	1,649,209	5.81
$0.080	133,041	3.09	133,041	3.09
$0.620	70,983	0.11	70,983	0.11
$1.380	37,627	0.95	37,627	0.95
$1.410	192,932	1.12	192,932	1.12
$1.810	122,864	1.57	122,864	1.57
$2.740	1,707,490	5.23	1,707,490	5.23
$2.800	1,494,367	3.09	1,494,367	3.09
$2.850	175,662	3.56	175,662	3.56
$2.900	2,080,094	4.12	2,080,094	4.12
$3.020	1,016,734	2.22	1,016,734	2.22
$3.070	375,997	4.53	375,997	4.53
$3.900	384,492	5.95	384,492	5.95
$3.980	500,000	7.50	312,500	7.50
$5.410	1,070,000	9.14	—	—
$7.870	417,008	6.09	390,390	6.09
	11,560,158	4.87	10,144,382	4.35

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


	Year Ended December 31,
	2024
Expected term (in years)		6.10
Risk-free interest rate		4.15%
Dividend yield		0%
Volatility rate		60.00%
Weighted average fair value of options at grant date	$	3.05

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

As of December 31, 2024, there were approximately $3,385 of unrecognized compensation costs outstanding, related to unamortized stock option compensation which are expected to be recognized over a weighted-average period of 1.85 years. Total unrecognized compensation cost will be recognized as incurred. In addition, as future grants are made, additional compensation costs will be incurred.

NOTE 23 – STOCK-BASED COMPENSATION (continued):

The following table presents a summary of stock option activity for the year ended December 31, 2024:


		Weighted		Weighted
		Average		Average
		Exercise		Remaining		Aggregate
		Price per		Contractual		Intrinsic
	Shares	Share		Term		Value
Outstanding December 31, 2023	27,788,279	$	2.13	$	4.41	$	85,703
Granted	1,070,000	$	5.41		—		—
Exercised	(16,904,066)	$	1.79		—		—
Forfeited	(394,055)	$	4.54		—		—
Outstanding December 31, 2024	11,560,158	$	2.84	$	4.87	$	83,265

Exercisable December 31, 2024	10,144,382	$	2.57	$	4.35	$	75,796

The aggregate intrinsic value of options exercised was $76,287, $25,246 and $26,105 for the years ended December 31, 2024, 2023 and 2022, respectively. In 2024, 2023 and 2022, the Company has received a tax benefit of $636, $1,201 and $1,944, respectively, in excess of the tax benefit based on the intrinsic value on date of issuance of the share-based compensation, respectively.

Restricted Stock Units

The cost of RSUs granted is determined using the fair market value of the Company’s common stock on the date of grant.

The following table summarizes the RSUs activity under the 2017 Plan and the 2021 Plan as of December 31, 2024:


		Weighted
		Average
		Grant Date
	Units	Fair Value
Outstanding December 31, 2023	30,743,366	$	5.65
Granted	15,302,635	$	6.01
Vested	(9,134,587)	$	5.81
Withhold to Cover shares repurchased	(2,253,817)	$	5.38
Forfeited	(5,494,184)	$	6.32
Outstanding December 31, 2024	29,163,413	$	5.68

In the year ended December 31, 2024, the Company granted a total of 15,302,635 RSUs, out of which 13,432,058 RSUs were granted under the Company’s Omnibus Stock Incentive Plan.

Additionally, 1,870,577 RSUs not granted under the Company’s Omnibus Stock Incentive Plan were granted in connection with the Skuad acquisition in August 2024.

The total vesting-date value of equity classified RSUs vested during 2024 was $76,069. As of December 31, 2024, the unrecognized compensation cost related to all unvested equity classified RSUs of $132,900 is expected to be recognized as an expense on a straight-line basis over a weighted-average period of 1.86 years.

The Company withholds common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of restricted stock units under its equity incentive plans in the United States. During the year ended December 31, 2024, the Company withheld 2,253,817 shares for $16,068. During the year ended December 31, 2023, the Company withheld 1,095,803 shares for $5,728. RSU vesting is shown net of this withholding on the consolidated statements of shareholders’ equity and cash flows.

NOTE 23 – STOCK-BASED COMPENSATION (continued):

The Company collects cash from proceeds from certain international employees’ sales of common stock. The amount is held in a Company bank account until it is remitted to the employees. Due to the restrictions on the use of the funds in the bank account, the Company has classified the amount as short-term restricted cash, and a corresponding liability is included in Other payables in the consolidated balance sheets. As of December 31, 2024, $795 of such funds were held.

In 2024, 2023 and 2022, the Company has received a tax benefit of $1,539, $0 and $3,682, respectively, in excess of the tax benefit based on the intrinsic value on date of issuance of the share-based compensation, respectively.

Employee Stock Purchase Plan

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

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

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

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

During the year ended December 31, 2022, employees participating in the ESPP purchased 979,577 shares at a per share price of $3.92.

As of December 31, 2024, approximately 3,498,257 shares were reserved for future issuance under the ESPP, and the current offering period, which opened on November 30, 2024, is expected to close on May 30, 2025. The fair value attributable to the current plan was $1,585 and $1,134 as of the beginning of the November 30, 2024 and May 16, 2024 offering periods, respectively, and was measured using the Monte Carlo model.

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

As of December 31, 2022, approximately 6,623,625 shares were reserved for future issuance under the ESPP. The fair value attributable to the plan was $2,083 and $1,646 as of the beginning of the November 16, 2022 and May 16, 2022 offering periods, respectively, and was measured using the Monte Carlo model.

The expense associated with the ESPP recognized during the years ended December 31, 2024, 2023 and 2022 was $2,149, $3,321 and $2,075, respectively.

NOTE 23 – STOCK-BASED COMPENSATION (continued):

Options, RSUs, and ESPP

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

The impact on the Company’s results of operations of recording stock-based compensation expense under its equity incentive plans, including the ESPP, were as follows:


	December 31,
	2024		2023		2022
Other operating expenses	$	12,761	$	12,327	$	10,870
Research and development expenses		14,080		15,698		10,248
Sales and marketing expenses		17,124		18,506		15,175
General and administrative expenses		20,822		19,236		15,856
Total stock-based compensation	$	64,787	$	65,767	$	52,149

The Company capitalized $3,149, $3,650 and $1,592 in stock-based compensation costs as part of internal use software during the years ended December 31, 2024, 2023 and 2022, respectively.

CUSTOMER FUNDS AND INVESTMENTS - Available-for-sale debt securities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Available-for-sale debt securities
One year or less	$ 305,773
After one year through five years	869,164
U.S. treasury securities
Available-for-sale debt securities
Gross unrealized gains, net of tax	2,943
Gross unrealized loss, net of tax	3,265
Less than 12 months, Gross Unrealized Losses	(4,177)
Less than 12 months, Fair Value	$ 446,423

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

+ Details

WARRANTS AND SHAREHOLDERS' EQUITY - Share Repurchase Program and Treasury Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 07, 2023	May 07, 2023
WARRANTS AND SHAREHOLDERS' EQUITY
Amount authorized for stock repurchase program			$ 250,000	$ 80,000
Treasury stock, shares, acquired	24,807,647	11,064,692
Treasury stock, value, acquired, cost method	$ 136,788	$ 56,936
Shares acquired, average cost per share	$ 5.5	$ 5.13
Stock repurchase program, remaining authorized repurchase amount	$ 103,773

GENERAL OVERVIEW

12 Months Ended

Dec. 31, 2024

GENERAL OVERVIEW

GENERAL OVERVIEW

NOTE 1 – GENERAL OVERVIEW

Unless the context otherwise requires, the “Company”, “Payoneer”, “we,” “our,” “us” and similar terms refer to Payoneer Global Inc.

Payoneer, incorporated in Delaware, empowers global commerce by connecting businesses, professionals, countries and currencies with its diversified cross-border payments platform. Payoneer enables small and medium-sized businesses (“SMB(s)”) around the globe to reach new audiences by reducing the complexity of cross-border trade, and facilitating seamless, cross-border payments. Payoneer offers its customers the flexibility to pay and get paid globally as easily as they do locally. The Company offers a global financial stack that includes cross-border AR/AP capabilities and includes services such as funds management, working capital, and multicurrency accounts. The fully-hosted service includes various payment options with minimal integration required, full back-office functions and customer support offered.

The Company supports customers that come from more than 190 countries and territories and operates in a rapidly evolving regulatory environment. Government regulations impact key aspects of the Company’s business in markets in which the Company operates.

Payoneer is registered as a Money Service Business with the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN) and licensed as a Money Transmitter under the laws of all U.S. states where such license is necessary for its business, as well as in the District of Columbia and Puerto Rico. In 2015, the Company, through Payoneer Hong Kong Limited, was granted a Money Service Operator License in Hong Kong which enables the Company to offer payment services from Hong Kong. In 2016, the Company, through Payoneer Japan Limited, was registered as a Funds Transfer Service Provider in Japan. In 2018, the Company, through Payoneer Australia PTY Limited, was registered as a Financial Services Licensee in Australia. In 2019, the Company, through Payoneer Europe Limited, was granted authorization to operate as an Electronic Money Institution from the Central Bank of Ireland and was then authorized, pursuant to EU passporting rules, to provide payment services under its license in all countries in the European Economic Area. Payoneer Europe Limited also holds a license with Mastercard to issue cards. In January 2021, Payoneer entered into an agreement with an existing card issuing partner in the United States that enables Payoneer to provide its customers with access to commercial Mastercard cards issued through the card issuing partner to make online purchases of commercial goods and services. In 2023, the Company, through Payoneer Payment Services (UK) Limited, was granted authorization as an Electronic Money Institution from the Financial Conduct Authority of the United Kingdom, and through Payoneer Singapore Pte Ltd., was granted a Major Payment Institution License from the Monetary Authority of Singapore.

GOODWILL AND INTANGIBLE ASSETS - Future intangible asset (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
INTANGIBLE ASSETS
Net Carrying Value	$ 102,390	$ 76,266
Capitalized internal use software not yet placed in service	16,379
Excluding capitalized internal use software
INTANGIBLE ASSETS
2025	41,464
2026	29,662
2027	9,645
2028 and thereafter	5,240
Net Carrying Value	$ 86,011

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Revenues	$ 977,716	$ 831,103	$ 627,623
Transaction costs (Excluding depreciation and amortization shown separately below and including $1,399, $1,781, and $1,491 interest expense and fees associated with related party transactions in 2024, 2023, and 2022 respectively, refer to Notes 14 and 26 for further information)	152,106	122,291	110,165
Other operating expenses	169,550	160,609	149,199
Research and development expenses	134,631	119,197	115,041
Sales and marketing expenses	211,839	196,654	164,564
General and administrative expenses	113,263	100,929	90,010
Depreciation and amortization	47,296	27,814	20,858
Total operating expenses	828,685	727,494	649,837
Operating income (loss)	149,031	103,609	(22,214)
Financial income (expense):
Gain from change in fair value of Warrants	2,767	17,359	33,963
Loss on Warrant repurchase/redemption	(14,746)
Other financial income (expense), net	2,419	11,568	(10,131)
Financial income (expense), net	(9,560)	28,927	23,832
Income before income taxes and share in losses of associated company	139,471	132,536	1,618
Income taxes	18,308	39,203	13,586
Share in losses of associated company			2
Net income (loss)	121,163	93,333	(11,970)
Other comprehensive loss
Unrealized loss on available-for-sale debt securities, net	(412)
Tax benefit on unrealized loss on available-for-sale debt securities, net	90
Unrealized loss on cash flow hedges, net	(15,473)
Tax benefit on unrealized loss on cash flow hedges, net	3,428
Foreign currency translation adjustments	(66)		(2,429)
Other comprehensive loss	(12,433)	0	(2,429)
Comprehensive income (loss)	$ 108,730	$ 93,333	$ (14,399)
Per Share Data
Net income (loss) per share attributable to common stockholders - Basic earnings (loss) per share	$ 0.34	$ 0.26	$ (0.03)
- Diluted earnings (loss) per share	$ 0.31	$ 0.24	$ (0.03)
Weighted average common shares outstanding - Basic (in shares)	358,345,945	361,678,893	348,044,831
Weighted average common shares outstanding - Diluted (in shares)	386,237,179	392,665,718	348,044,831

SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2024

SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation, basis of presentation, and accounting principles:

Principles of consolidation, basis of presentation, and accounting principles:

Use of estimates in the preparation of financial statements:

Functional currency and translation:

Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with the principles set forth in ASC 830, Foreign Currency Translation.

Fair value measurement:

Level 1— Unadjusted quoted prices in active markets for identical assets or liabilities.

Derivatives and Hedging:

Cash and cash equivalents and restricted cash:

f. Cash and cash equivalents and restricted cash:

Customer funds and investments:

Accounts receivable, net:

Capital advance ("CA") receivables, net:

Capital advance (“CA”) receivables, net:

Property, equipment and software, net:

j.Property, equipment and software, net:

The Company computes depreciation and amortization using the straight-line method over the estimated useful lives as follows:


		Years
Computers, software and peripheral equipment		1-5
Furniture and office equipment		5-17
Leasehold improvements		Shorter of useful life of improvement or lease term

Internal use software:

Cloud computing arrangements:

Business combinations and asset acquisitions:

Goodwill and intangible assets:

The Company computes amortization using the straight-line method over the estimated useful lives as follows:


		Years
Internal use software		1.2-3
Customer relationships		11.4
Acquired developed technology		3-6

Impairment of long-lived assets:

Leases:

Warrants

Treasury stock:

The Company accounts for repurchases of shares of its common stock as of the trade date, and includes in treasury stock the repurchase price plus any costs associated with the transaction.

Treasury stock is included in authorized and issued shares but excluded from outstanding shares.

Revenue recognition:

The majority of the Company’s revenue is recognized and collected upon the completion of the underlying transaction.

Card and customer account revenue:

Capital advance fees:

Global bank transfer revenue:

Interest earned on customer funds balances:

As discussed in Note 2g, the Company holds customer funds in both interest and non-interest bearing accounts. Interest earned on these balances is recognized as revenue.

Customer acquisition costs:

The Company offers various programs to acquire customers. In certain customer acquisition arrangements with existing customers, the payments to the customer are recorded as a reduction of revenue.

Transaction costs:

Other operating expenses:

Sales and marketing expenses:

Research and development expenses:

General and administrative expenses:

Stock-based compensation:

The Company recognizes a tax benefit of stock-based compensation in the consolidated statements of comprehensive income (loss) if the tax benefit is realized.

The Company issues new shares for the ESPP and upon option exercise or RSU vesting.

Concentration of risks:

Credit risk concentration

58% and 62% of the Company’s cash and cash equivalents and customer funds are concentrated with U.S. financial institutions as of December 31, 2024 and 2023, respectively.

Vendor concentration

Marketplace and customer concentration

Geographical employee concentration

Income taxes:

aa.

Income taxes:

The Company releases the tax effects from AOCI into earnings in the consolidated statements of comprehensive income (loss) when the underlying item of AOCI is realized.

Contingencies:

bb.

Contingencies:

Recently issued accounting pronouncements:

cc.

Recently issued accounting pronouncements:

Financial Accounting Standards Board (“FASB”) standards adopted during 2024

FASB Standards issued, but not adopted as of December 31, 2024

Insider Trading Arrangements

3 Months Ended

Dec. 31, 2024

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

During the three months ended December 31, 2024, certain of our officers and directors adopted trading arrangements for the sale of shares of our common stock as follows:


			Plans
	Action	Date	Rule 10b5-1*	Non-Rule 10b5-1**	Number of Shares to be Sold	Expiration
Avi Zeevi, Director	Adoption	November 8, 2024	X		150,000	August 31, 2025
Susanna Morgan, Director	Adoption	November 13, 2024	X		40,277	June 15, 2025
Amir Goldman, Director⁽¹⁾	Adoption	November 18, 2024	X		350,000	December 15, 2025
Itai Perry, Chief Accounting Officer	Termination	November 27, 2024	X		N/A⁽²⁾	N/A⁽²⁾
Itai Perry, Chief Accounting Officer	Adoption	November 27, 2024	X		⁽³⁾	March 3, 2026

*Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)

**Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)

(1)

This trading arrangement was adopted by a family limited partnership of which Mr. Goldman is a general partner.

(2)

The original expiration date of this trading arrangement was November 15, 2025. Under this trading arrangement, up to 99,253 shares of common stock could be sold. In addition, common stock could be sold in amounts which represent the net amount of shares remaining following a withholding of shares to cover tax obligations upon the vesting of 11,250 restricted stock units on various dates during the plan. The number of net shares to be sold to accomplish this purpose could not be reliably determined at the time of adoption, as it depends upon the share price on the vest date. Mr. Perry’s trading arrangement also covered and included any common stock purchased by Mr. Perry under the Company’s Employee Stock Purchase Plan (“ESPP”), which purchase occurred on November 15, 2024 for the applicable offering period.

(3)

Under this trading arrangement, up to 27,145 shares of common stock may be sold. In addition, common stock may be sold in amounts which represent the net amount of shares remaining following a withholding of shares to cover tax obligations upon the vesting of 89,187 restricted stock units on various dates during the plan. The number of net shares to be sold to accomplish this purpose cannot be reliably determined at this time, as it will depend upon the share price on the vest date. Mr. Perry’s trading arrangement also covers and includes any common stock purchased by Mr. Perry under the Company’s Employee Stock Purchase Plan (“ESPP”), which purchase is expected to occur on May 30, 2025 for the current offering period. Employees enrolled in the ESPP for the current offering period were entitled to make their purchase elections in October, 2024.

Avi Zeevi

Trading Arrangements, by Individual

Rule 10b5-1 Arrangement Adopted

true

Non-Rule 10b5-1 Arrangement Adopted

false

Nov. 08, 2024

Aug. 31, 2025

150,000

Trading Arrangements, by Individual

Rule 10b5-1 Arrangement Adopted

true

Non-Rule 10b5-1 Arrangement Adopted

false

Nov. 13, 2024

Jun. 15, 2025

40,277

Trading Arrangements, by Individual

Rule 10b5-1 Arrangement Adopted

true

Non-Rule 10b5-1 Arrangement Adopted

false

Nov. 18, 2024

Dec. 15, 2025

350,000

Trading Arrangements, by Individual

Rule 10b5-1 Arrangement Adopted

true

Non-Rule 10b5-1 Arrangement Adopted

false

Adoption Date

Nov. 27, 2024

Rule 10b5-1 Arrangement Terminated

true

Non-Rule 10b5-1 Arrangement Terminated

false

Termination Date

Nov. 27, 2024

Expiration Date

Mar. 03, 2026

Aggregate Available

99,253

WARRANTS AND SHAREHOLDERS' EQUITY - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Loss
Beginning balance	$ 664,273	$ 545,256	$ 487,073
Net current period other comprehensive loss	(12,433)	0	(2,429)
Ending balance	724,790	664,273	545,256
Foreign currency translation adjustments
Accumulated Other Comprehensive Loss
Beginning balance	(176)	(176)	2,253
Other comprehensive loss before reclassifications	(66)		(2,429)
Net current period other comprehensive loss	(66)
Ending balance	(242)	(176)	(176)
Unrealized losses on available-for-sale debt securities
Accumulated Other Comprehensive Loss
Other comprehensive loss before reclassifications	(322)
Net current period other comprehensive loss	(322)
Ending balance	(322)
Unrealized losses on cash flow hedges
Accumulated Other Comprehensive Loss
Other comprehensive loss before reclassifications	(11,938)
Amount of loss reclassified from AOCI	(107)
Net current period other comprehensive loss	(12,045)
Ending balance	(12,045)
Total
Accumulated Other Comprehensive Loss
Beginning balance	(176)	(176)	2,253
Other comprehensive loss before reclassifications	(12,326)		(2,429)
Amount of loss reclassified from AOCI	(107)
Net current period other comprehensive loss	(12,433)
Ending balance	$ (12,609)	$ (176)	$ (176)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount after tax, before reclassification adjustments of other comprehensive income (loss).

+ References + Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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Amount after tax of reclassification adjustments of other comprehensive income (loss).

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Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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+ Details

PROPERTY, EQUIPMENT AND SOFTWARE (Tables)

12 Months Ended

Dec. 31, 2024

PROPERTY, EQUIPMENT AND SOFTWARE

Schedule of composition of property, equipment and software, grouped by major classifications


	December 31,
	2024		2023
Computers, software and peripheral equipment	$	43,003	$	39,453
Leasehold improvements		8,846		9,678
Furniture and office equipment		6,286		5,674
Property, equipment and software		58,135		54,805
Accumulated depreciation		(42,082)		(39,306)
Property, equipment and software, net	$	16,053	$	15,499

Schedule of property and equipment, net of depreciation and amortization, by geographic region


	December 31,
	2024		2023
Israel	$	11,674	$	11,933
United States		2,756		1,676
All other countries		1,623		1,890
	$	16,053	$	15,499

LEASES - Additional balance sheet information (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
LEASES
Operating lease right-of-use assets	$ 19,403	$ 24,854
Operating leases within other payables	5,735	7,171
Operating leases within other long-term liabilities	15,645	17,836
Total operating lease liabilities	$ 21,380	$ 25,007
Weighted average lease term - operating leases (in years)	7 years 6 months 14 days	7 years 1 month 9 days
Weighted average discount rate - operating leases (in %)	5.93%	6.06%

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 27 – SUBSEQUENT EVENTS

None.

CAPITAL ADVANCE ("CA") RECEIVABLES - Allowance for CA losses (ALCAL) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Financing Receivable, Allowance for Credit Loss [Roll Forward]
ALCAL balance, beginning	$ 5,059	$ 5,311
Provision for ALCAL	4,955	5,227
Recoveries for ALCAL	(924)	(208)
CA receivables charged off	(4,135)	(5,271)
ALCAL balance, ending	$ 4,955	$ 5,059
Minimum
Financing Receivable, Allowance for Credit Loss [Line Items]
Percentage of loss rate to the allowance for CA losses	0.87%	1.58%
Maximum
Financing Receivable, Allowance for Credit Loss [Line Items]
Percentage of loss rate to the allowance for CA losses	2.02%	1.85%
Weighted Average
Financing Receivable, Allowance for Credit Loss [Line Items]
Percentage of loss rate to the allowance for CA losses	1.50%	1.75%

OTHER PAYABLES (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
OTHER PAYABLES
Employee related compensation	$ 81,482	$ 67,837
Commissions payable	18,057	23,695
Accrued expenses	14,704	12,358
Lease liability	5,735	7,171
Income tax payable	3,763	2,410
Other	5,880	4,037
Total other payables	$ 129,621	$ 117,508

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 121,163	$ 93,333	$ (11,970)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

OTHER LONG-TERM LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2024

OTHER LONG-TERM LIABILITIES

Summary of composition of other long-term liabilities, grouped by major classifications


	December 31,
	2024		2023
Reserves for uncertain income tax positions	$	39,633	$	24,793
Long-term lease liabilities		15,645		17,836
Other tax provisions		7,699		5,202
Severance pay liabilities		2,045		2,056
Non-current portion of Skuad acquisition earnout liability		8,021		—
Other		—		18
Total other long-term liabilities	$	73,043	$	49,905