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Flywire Corp

For the period ended Jun 30, 2025. Filed Aug 6, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 6, 2025

FLYW$22.13+2.6%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Employment Agreements

Effective as of August 1, 2025, we entered into new employment agreements (each, an “Employment Agreement”) with our Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer, General Counsel and Chief Compliance Officer and Chief Technology Officer (each and “Executive” and together, the “Executives”). The Employment Agreements provide for the following annual base salaries and target fiscal year 2025 annual bonus levels (subject to the determination and approval of our Board of Directors or People and Compensation Committee)

Name and TitleBase SalaryFiscal Year 2025 Target Annual Bonus
Michael MassaroChief Executive Officer$450,000$500,000
Robert OrgelPresident and Chief Operating Officer$350,000$300,000
Cosmin PitigoiChief Financial Officer$410,000$300,000
Peter ButterfieldGeneral Counsel and Chief Compliance Officer$310,000$200,000
David KingChief Technology Officer$310,000$150,000

The Executives will also be eligible to participate in any executive benefit plans approved by the Board of Directors or People and Compensation Committee.

In the event an Executive is subject to an Involuntary Termination (as such term is defined in the Executive’s Employment Agreement) other than in connection with a Change in Control (as such term is defined in the Executive’s Employment Agreement), the Executive will be entitled to receive the following severance benefits:

ExecutiveSeverance Benefits (Not Involving a Change-in-Control)
Michael Massaro(i)A severance payment equal to 1.5 times the sum of Mr. Massaro’s then-current annual base salary as of the date of termination plus his target bonus for the year of termination.(ii)A lump sum payment equal to any accrued and unpaid bonus for the prior fiscal year.(iii)Payment of COBRA premiums for 18 months following Separation (as such term is defined in Mr. Massaro’s Employment Agreement).(iv)Any outstanding equity awards which are subject to time-based vesting shall accelerate and become exercisable with respect to the number of shares that would have vested if Mr. Massaro had completed an additional 18 months of service with us. Any equity awards which are subject to unsatisfied performance conditions shall not be eligible for acceleration pursuant to Mr. Massaro’s Employment Agreement and will be treated as described in the applicable equity award agreement.
Robert Orgel and Cosmin Pitigoi(i)A severance payment equal to 1.5 times the sum of the Executive’s then-current annual base salary as of the date of termination plus his target bonus for the year of termination.(ii)A lump sum payment equal to any accrued and unpaid bonus for the prior fiscal year.(iii)Payment of COBRA premiums for 18 months following Separation (as such term is defined in the Executive’s Employment Agreement).
(i)Any outstanding equity awards which are subject to time-based vesting shall accelerate and become exercisable with respect all shares subject to such equity awards. Any equity awards which are subject to unsatisfied performance conditions shall not be eligible for acceleration pursuant to the Employment Agreement and will be treated as described in the applicable equity award agreement.
Peter Butterfield and David King(i)A severance payment equal to 0.75 times the sum of the Executive’s then-current annual base salary as of the date of termination plus his target bonus for the year of termination.(ii)A lump sum payment equal to any accrued and unpaid bonus for the prior fiscal year.(iii)Payment of COBRA premiums for 9 months following Separation (as such term is defined in the Executive’s Employment Agreement).(iv)Any outstanding equity awards which are subject to time-based vesting shall accelerate and become exercisable with respect to the number of shares that would have vested if the Executive had completed an additional 9 months of service with us. Any equity awards which are subject to unsatisfied performance conditions shall not be eligible for acceleration pursuant to the Employment Agreement and will be treated as described in the applicable equity award agreement.

In the event an Executive is subject to an Involuntary Termination during a Change in Control Window (as such term is defined in the Executive’s Employment Agreement), the Executive will be entitled to receive the following severance benefits:

ExecutiveSeverance Benefits (Involving a Change-in-Control)
Michael Massaro(i)A severance payment equal to 2 times the sum of Mr. Massaro’s then-current annual base salary as of the date of termination plus his target bonus for the year of termination.(ii)A lump sum payment equal to any accrued and unpaid bonus for the prior fiscal year.(iii)Payment of COBRA premiums for 18 months following Separation (as such term is defined in Mr. Massaro’s Employment Agreement).(iv)Any outstanding equity awards which are subject to time-based vesting shall accelerate and become exercisable with respect all shares subject to such equity awards. Any equity awards which are subject to unsatisfied performance conditions shall not be eligible for acceleration pursuant to Mr. Massaro’s Employment Agreement and will be treated as described in the applicable equity award agreement.
Robert Orgel and Cosmin Pitigoi(i)A severance payment equal to 1.5 times the sum of the Executive’s then-current annual base salary as of the date of termination plus his target bonus for the year of termination.(ii)A lump sum payment equal to any accrued and unpaid bonus for the prior fiscal year.(iii)Payment of COBRA premiums for 12 months following Separation (as such term is defined in the Executive’s Employment Agreement).(iv)Any outstanding equity awards which are subject to time-based vesting shall accelerate and become exercisable with respect all shares subject to such equity awards. Any equity awards which are subject to unsatisfied performance conditions shall not be eligible for acceleration pursuant to the Employment Agreement and will be treated as described in the applicable equity award agreement.
Peter Butterfield and David King(i)A severance payment equal to 1 times the sum of the Executive’s then-current annual base salary as of the date of termination plus his target bonus for the year of termination.(ii)A lump sum payment equal to any accrued and unpaid bonus for the prior fiscal year.(iii)Payment of COBRA premiums for 12 months following Separation (as such term is defined in the Executive’s Employment Agreement).(iv)Any outstanding equity awards which are subject to time-based vesting shall accelerate and become exercisable with respect all shares subject to such equity awards. Any equity awards which are subject to unsatisfied performance conditions shall not be eligible for acceleration pursuant to the Employment Agreement and will be treated as described in the applicable equity award agreement.

Copies of the Employment Agreements will be filed as exhibits to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, which is expected to be filed with the SEC in the fourth quarter of 2025. The foregoing description of the Employment Agreements is qualified in its entirety by reference to the full text of such exhibits.

Amendment to Amended and Restated Credit Agreement

On August 1, 2025, we entered into an amendment (the “Credit Agreement Amendment”) to our existing Amended and Restated Credit Agreement, among us as borrower, the other Loan Parties party thereto from time to time, the Lenders (as such terms are defined in the Credit Agreement) party thereto from time to time and Citibank NA as administrative agent, dated as of February 23, 2024 (the “Credit Agreement”).

The Credit Agreement Amendment, among other things increases the total commitments to our revolving credit facility under the Credit Agreement from $125 million to $300 million and makes certain conforming and administrative changes to the Credit Agreement.

In connection with the Credit Agreement Amendment, on August 1, 2025, we also entered into an amendment (the “Pledge Agreement Amendment”) to our existing Pledge and Security Agreement dated as of July 29, 2021 by and among us, the Grantors and Citibank, N.A., in its capacities as administrative agent and collateral agent for the Secured Parties (as such terms are defined in the Pledge Agreement) to among other things, revise the definition of “Excluded Amount” to increase certain thresholds associated with Deposit Accounts, Securities Accounts and Commodities Accounts.

The increase in the amount available under the Credit Agreement Amendment will be used to support the ongoing needs of our business.

A copy of the Credit Agreement Amendment and Pledge Agreement Amendment will be filed as exhibits to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, which is expected to be filed with the SEC in the fourth quarter of 2025. The foregoing description of the Credit Agreement Amendment and Pledge Agreement Amendment are qualified in their entirety by reference to the full text of such exhibits.

Rule 10b5-1 Trading Plans

During the period covered by this Quarterly Report on Form 10-Q, other than as set forth below, no director or officer of the Company “adopted” orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

On May 23, 2025, Robert Orgel, our President and Chief Operating Officer, adopteda trading arrangement for the sale of shares of our common stock (a "Rule 10b-5 Trading Plan") that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Orgel’s Rule 10b-5 Trading Plan provides for the sale of up to 278,980 shares of common stock pursuant to the terms of the plan, and is effective through June 15, 2026 unless earlier terminatedin accordance with the terms of the plan.

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