Flywire Corp

Previous wording

Rapid domestic and international payments volume growth. We have grown our total payment volume by approximately 22% period-over-period from $4.9 billion during the three months ended June 30, 2024 to $5.9 billion during the three months ended June 30, 2025. We have grown our total payment volume by approximately 21% period-over-period from $11.8 billion during the six months ended June 30, 2024 to $14.3 billion during the six months ended June 30, 2025.

Current wording

Rapid domestic and international payments volume growth. We have grown our total payment volume by approximately 26.4% period-over-period from $11.0 billion during the three months ended September 30, 2024 to $13.9 billion during the three months ended September 30, 2025. We have grown our total payment volume by approximately 23.6% period-over-period from $22.8 billion during the nine months ended September 30, 2024 to $28.2 billion during the nine months ended September 30, 2025.

Previous wording

As of June 30, 2025, we serve over 4,700 clients around the world, excluding clients acquired from the Sertifi and Invoiced acquisitions. In education, we serve more than 3,100 institutions. In healthcare, we power more than 100 healthcare systems, including four of the top 10 healthcare systems in the United States ranked by hospital size as of December 31, 2024. In our travel and B2B verticals, we have a growing portfolio of approximately 1,400 clients as of June 30, 2025.

Current wording

As of September 30, 2025, we serve over 4,900 clients around the world, excluding clients acquired from the Sertifi and Invoiced acquisitions. In education, we serve more than 3,100 institutions. In healthcare, we power more than 100 healthcare systems, including four of the top 10 healthcare systems in the United States ranked by hospital size as of December 31, 2024. In our travel and B2B verticals, we have a growing portfolio of approximately 1,500 clients as of September 30, 2025.

Previous wording

Our success in building our client base around the world and expanding utilization by our clients’ customers has allowed us to achieve significant scale. We enabled approximately $29.7 billion, $14.3 billion, and $11.8 billion in total payment volume during the year ended December 31, 2024 and six months ended June 30, 2025 and 2024, respectively. We generated revenue of $492.1 million and $403.1 million for the years ended December 31, 2024 and 2023, respectively, and had net income of $2.9 million and net loss of $8.6 million, respectively, for the same years. We generated revenue of $265.3 million and $217.8 million for the six months ended June 30, 2025 and 2024, respectively, and had net loss of $16.2 million and $20.1 million, respectively, for the same periods.

Current wording

Our success in building our client base around the world and expanding utilization by our clients’ customers has allowed us to achieve significant scale. We enabled approximately $29.7 billion, $28.2 billion, and $22.8 billion in total payment volume during the year ended December 31, 2024 and nine months ended September 30, 2025 and 2024, respectively. We generated revenue of $492.1 million and $403.1 million for the years ended December 31, 2024 and

Previous wording

We had approximately 1,355 full-time FlyMates as of June 30, 2025, compared to approximately 1,281 full-time FlyMates as of June 30, 2024, an increase of 5.8%.

Current wording

We had approximately 1,382 full-time FlyMates as of September 30, 2025, compared to approximately 1,314 full-time FlyMates as of September 30, 2024, an increase of 5.2%.

Previous wording

In February 2025, we entered into a Purchase and Sale Agreement (the Agreement) to acquire the business of Sertifi LLC (Sertifi) for upfront cash consideration of $330 million, subject to certain post-closing adjustments set forth in the Agreement, and contingent consideration of up to $10 million upon the completion or satisfaction of certain technical and commercial milestones by Sertifi. Sertifi is a vertical software and payments platform digitizing hospitality-specific workflows and associated payments. We paid the upfront cash consideration through a combination of cash on hand and borrowings from our existing 2024 Revolving Credit Facility. The acquisition of Sertifi was intended to accelerate the Company’s travel business and expand its offerings to support over 20,000 hotel locations globally. Sertifi contributed $7.7 million and $10.7 million in platform revenue during the three and six months ended June 30, 2025, respectively, and $4.7 and $6.4 million in transactional revenue during the three and six months ended June 30, 2025, respectively.

Current wording

In February 2025, we entered into a Purchase and Sale Agreement (the Agreement) to acquire the business of Sertifi LLC (Sertifi) for upfront cash consideration of $330.0 million, subject to certain post-closing adjustments set forth in the Agreement, and contingent consideration of up to $10.0 million upon the completion or satisfaction of certain technical and commercial milestones by Sertifi. Sertifi is a vertical software and payments platform digitizing hospitality-specific workflows and associated payments. We paid the upfront cash consideration through a combination of cash on hand and borrowings from our existing 2024 Revolving Credit Facility. The acquisition of Sertifi was intended to accelerate the Company’s travel business and expand its offerings to support over 20,000 hotel locations globally. Sertifi contributed $7.8 million and $18.4 million in platform revenue during the three and nine months ended September 30, 2025, respectively, and $5.1 million and $11.5 million in transactional revenue during the three and nine months ended September 30, 2025, respectively.

Previous wording

In August 2024, we acquired all of the issued and outstanding shares of Invoiced for an estimated total aggregate purchase price of approximately $51.7 million, consisting of approximately $47.2 million in cash consideration, net of cash acquired and up to $4.5 million of contingent consideration. The contingent consideration represents additional payments that we may be required to make in the future dependent on the successful achievement of revenue, cross-selling, product and security and IT milestones. Invoiced is a U.S.-based SaaS B2B company that provides accounts receivable software that automates all aspects of billing, collections, payments, reporting and forecasting within a single online platform. The acquisition of Invoiced was intended to accelerate our global expansion in our B2B vertical.

Current wording

In August 2024, we acquired all of the issued and outstanding shares of Invoiced for an estimated total aggregate purchase price of approximately $51.7 million, consisting of approximately $47.2 million in cash consideration, net of cash acquired and up to $7.5 million of contingent consideration. The contingent consideration represents additional payments that we may be required to make in the future dependent on the successful achievement of revenue, cross-selling, product and security and IT milestones. Invoiced is a U.S.-based SaaS B2B company that provides accounts receivable software that automates all aspects of billing, collections, payments, reporting and forecasting within a single online platform. The acquisition of Invoiced was intended to accelerate our global expansion in our B2B vertical.

Previous wording

In February 2025, we announced a restructuring plan that is designed to improve operational efficiencies, reduce operating costs and better align our workforce with current business needs, top strategic priorities and key growth opportunities (collectively, the Restructuring Plan). In connection with the Restructuring Plan, we incurred restructuring and restructuring-related charges of $1.4 million and $8.7 million during the three and six months ended June 30, 2025, recorded within restructuring expenses on the condensed consolidated statements of operations and comprehensive loss. Restructuring costs during the three months ended June 30, 2025 primarily consists of cash expenditures for severance payments, employee benefits and facilitation costs of $1.3 million, and non-cash expenditures related to acceleration of vesting of share-based awards of $0.1 million. Restructuring costs during the six months ended June 30, 2025 primarily consists of cash expenditures for severance payments, employee benefits and facilitation costs of $6.4 million, and non-cash expenditures related to acceleration of vesting of share-based awards of $2.3 million. As of June 30, 2025, the accrued restructuring liability was $1.6 million, which is included within accrued expenses and other current liabilities in the condensed consolidated balance sheets. Total costs incurred in connection with the Restructuring Plan were complete as of June 30, 2025.

Current wording

In February 2025, we announced a restructuring plan that was designed to improve operational efficiencies, reduce operating costs and better align our workforce with current business needs, top strategic priorities, and key growth opportunities (collectively, the Restructuring Plan). In connection with the Restructuring Plan, we incurred restructuring and restructuring-related charges of $8.7 million during the nine months ended September 30, 2025, recorded within restructuring expenses on the condensed consolidated statements of operations and comprehensive income. Restructuring costs during the nine months ended September 30, 2025, primarily consists of cash expenditures for severance payments and related expenses of $6.3 million and non-cash expenditures related to acceleration of vesting of share-based awards of $2.4 million. As of September 30, 2025, the accrued restructuring liability was $0.7 million, which is included within accrued expenses and other current liabilities in the condensed consolidated balance sheets. Total costs incurred in connection with the Restructuring Plan were complete as of June 30, 2025.

Previous wording

Our revenue is affected by several factors, including the amount of payment volume processed by us on behalf of our clients, the industry in which our clients operate, the currency in which payments are made and received, the method of payment and the number of payment plans initiated by our clients’ customers. For example, we recognize more transaction revenue as our clients engage in cross border payment flows compared to domestic payments, which may increase or decrease depending on the industry in which our clients operate. We may experience shifts in the type of revenue we earn (transaction revenue or platform and other revenues) depending on the nature of the activity of our clients and our clients’ customers on our platform.

Current wording

Our revenue is affected by several factors, including the amount of payment volume processed by us on behalf of our clients, the industry in which our clients operate, the currency in which payments are made and received, the method of payment and the number of payment plans initiated by our clients’ customers. For example, we recognize more transaction revenue as our clients engage in cross border payment flows compared to domestic payments, which may increase or decrease depending on the industry in which our clients operate. In addition, the mix of payment methods utilized by our clients’ customers may have an impact on our margins given that our costs associated with certain payment methods, such as credit cards, are higher than other payment methods accepted by our solutions, such as bank transfers. During the nine months ended September 30, 2025, our business mix continued to exert downward pressure on our margins, driven by growing share of domestic transactions and credit card usage in travel and B2B, partially offset by ongoing optimization of payment costs. We may experience shifts in the type of revenue we earn (transaction revenue or platform and other revenues) depending on the nature of the activity of our clients and our clients’ customers on our platform.

Previous wording

Our operating results and operating metrics are subject to seasonality and volatility, which could result in fluctuations in our quarterly revenues and operating results or in perceptions of our business prospects. We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our revenue, which can vary by geographic corridor and vertical. For instance, our revenue has historically been largest in the third quarter driven by our education peak season. Some variability results from seasonal events including the timing of when our education clients’ customers make their tuition payments on our payment platform and the number of business days in a month or quarter. We also experience volatility in certain other metrics, such as transactions processed, total payment volume and payment mix.

Current wording

Our operating results and operating metrics are subject to seasonality and volatility, which could result in fluctuations in our quarterly revenues and operating results or in perceptions of our business prospects. We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our revenue, which can vary by geographic corridor and vertical. For instance, our revenue has historically been largest in the third quarter driven by our education peak season. Some variability results from seasonal events including the timing of when our education clients’ customers make their tuition payments on our payment platform and the number of business days in a month or quarter. For example, due to the overlap of China’s National Day and Mid-Autumn Festival in early October 2025, certain payments from our client’s Chinese customers that would typically be settled in the fourth quarter were accelerated into the third quarter prior to the start of the holidays. As a result, revenue that would ordinarily be recognized in the fourth quarter was instead recognized in the third quarter, distorting period-over-period comparisons and contributing to elevated third-quarter results. Management does not expect this temporary shift in payment timing to have a material effect on overall annual results, but it may impact comparisons between affected quarters. We also experience volatility in certain other metrics, such as transactions processed, total payment volume and payment mix.

Previous wording

Impacts Resulting From Government Changes to International Student Visa Policies

Current wording

Impacts Resulting From Government Changes to International Student and H-1B Visa Policies

Previous wording

Revenue from our education clients, which primarily includes clients in the United States, Canada, U.K., Europe, and Asia Pacific/Australia, is affected by several factors, including policies enacted by government organizations around the world that cap the issuance of international student visas. In January 2024, the Canadian government announced what at the time appeared to be a temporary intake cap on international student permit applications to stabilize new growth for a period of two years. This cap – intended to address Canada’s housing shortage, overburdened health systems, and rising costs of living – has reportedly reduced the number of international students coming to Canada by about 40% since implementation. Building on these changes, the Immigration, Refugees, and Citizenship Canada (IRCC) announced in January 2025 that new study permits for international students will be reduced by 10% from the 2024 target of 485,000 to 437,000 in 2025 and 2026. When first instituted by the IRCC, the cap initially excluded students enrolled in master’s and PhD programs, but recent reports indicate that the 2025 and 2026 study permit intake cap will include master’s and doctoral students. Additionally, in November 2024, Canada ended its Student Direct Stream (SDS) program for expedited international student visa processing, and international students applying to study in Canada no longer need to prepay tuition to apply for a study permit. These limitations have resulted in a corresponding reduction in payment flows, which had an adverse effect on our business in the six months ended June 30, 2025 and which we anticipate will continue to impact our Canada revenues and revenue growth in 2025.

Current wording

Revenue from our education clients, which primarily includes clients in the United States, Canada, U.K., Europe, and Asia Pacific/Australia, is affected by several factors, including policies enacted by government organizations around the world that cap the issuance of international student visas. In January 2024, the Canadian government announced what at the time appeared to be a temporary intake cap on international student permit applications to stabilize new growth for a period of two years. This cap – intended to address Canada’s housing shortage, overburdened health systems, and rising costs of living – has reportedly reduced the number of international students coming to Canada by about 40% since implementation. Building on these changes, the Immigration, Refugees, and Citizenship Canada (IRCC) announced in January 2025 that new study permits for international students will be reduced by 10% from the 2024 target of 485,000 to 437,000 in 2025 and 2026. When first instituted by the IRCC, the cap initially excluded students enrolled in master’s and PhD programs, but the IRCC more recently included master’s and doctoral students within the cap. Additionally, in November 2024, Canada ended its Student Direct Stream (SDS) program for expedited international student visa processing, and international students applying to study in Canada no longer need to prepay tuition to apply for a study permit. These limitations have resulted in a corresponding reduction in payment flows, which had an adverse effect on our business in the nine months ended September 30, 2025 and which we anticipate will continue to impact our Canada revenues and revenue growth in 2025.

Previous wording

Similarly, since late 2023, the Australian government has taken similar actions to tighten international student visa rules, including an increase in the amount of minimum savings that international students would need to have in order to obtain a visa, raising the standards of the English language proficiency requirements for student and graduate visas, a 125% increase in the visa fee for international students, and the imposition of a ban for holders of visitor visas and students holding temporary graduate visas from applying for a student visa while in Australia. In August 2024, the Australian government announced the setting of a national planning level to apply from January 1, 2025 and which is intended to limit the number of new overseas student places available in Australia – including a ceiling of 270,000 international students for calendar year 2025. However, in December 2024, the government announced a change of course, instead implementing a system to introduce two categories of student visa processing: “high priority” and “standard priority”, with all international education providers to receive high priority processing up to 80% of their indicative international student cap. After reaching 80%, the providers will receive standard priority processing. In August 2025, the Australian government announced the setting of a national planning level to apply a ceiling of 295,000 international students for 2026. These new Australian government policies, including university quotas, slower visa processing, higher fees, and stricter financial and language requirements, has had an adverse impact on our business in the six months ended June 30, 2025 and we anticipate will continue to impact our Australian revenues in 2025.

Current wording

Similarly, since late 2023, the Australian government has taken similar actions to tighten international student visa rules, including an increase in the amount of minimum savings that international students would need to have in order to obtain a visa, raising the standards of the English language proficiency requirements for student and graduate visas, a 125% increase in the visa fee for international students, and the imposition of a ban for holders of visitor visas and students holding temporary graduate visas from applying for a student visa while in Australia. In August 2024, the Australian government announced the setting of a national planning level to apply from January 1, 2025 and which is intended to limit the number of new overseas student places available in Australia – including a ceiling of 270,000 international students for calendar year 2025. However, in December 2024, the government announced a change of course, instead implementing a system to introduce two categories of student visa processing: “high priority” and “standard priority”, with all international education providers to receive high priority processing up to 80% of their indicative international student cap. After reaching 80%, the providers will receive standard priority processing. In August 2025, the Australian government announced the setting of a national planning level to apply a ceiling of 295,000 international students for 2026. These new Australian government policies, including university quotas, slower visa processing, higher fees, and stricter financial and language requirements, has had an adverse impact on our business in the nine months ended September 30, 2025 and we anticipate will continue to impact our Australian revenues in 2025.

Previous wording

Other governments where our client institutions are located, including in the U.S., may introduce measures from time to time to manage the growth of the international student population in their respective countries, which may have adverse effects on our business. Our U.S. market saw slower growth in the six months ended June 30, 2025 due to shifting visa trends. In addition, in the first half of 2025 U.S. policy shifts have prompted dramatic action to rescind student visas (including deportation of students), plan additional cutbacks to the volume of international student visa issuances and more closely scrutinize applications for international student visas, and to cut government support for higher education, adding to uncertainty around the number of students coming to the U.S. to study in the near future. Delays in issuances of visas or visa denials may discourage prospective international students from choosing U.S. institutions as places for study. The existing rules and any introduction of new rules further limiting the attractiveness of international study by the governments of countries where our client institutions are located has and is expected in the near term to continue to adversely impact the growth of our business in the applicable regions. We expect these changes to U.S. immigration policy and heightened trade tensions from the threat or imposition of tariffs will continue to dampen demands for international study and adversely impact our revenue growth in the U.S. in 2025.

Current wording

Other governments where our client institutions are located, including in the U.S., may introduce measures from time to time to manage the growth of the international student population in their respective countries, which may have adverse effects on our business. For example, the U.S. government’s recent announcement to impose a $100,000 filing fee per new H-1B visa could adversely impact demand for international students to attend our client institutions in the U.S. Our U.S. market saw slower growth in the nine months ended September 30, 2025 due to shifting visa trends. In addition, in 2025 U.S. policy shifts have prompted dramatic action to rescind student visas (including deportation of students), plan additional cutbacks to the volume of international student visa issuances and more closely scrutinize applications for international student visas, and to cut government support for higher education, adding to uncertainty around the number of students coming to the U.S. to study in the near future. Delays in issuances of visas or visa denials – which could be exacerbated by the recent U.S. government shutdown – may discourage prospective international students from choosing U.S. institutions as places for study. Recent proposals in Congress to tighten visa stay rules and to implement the “OPT Fair Tax Act” could further dampen demand among international students to study in the U.S. The existing rules and any introduction of new rules further limiting the attractiveness of international study by the governments of countries where our client institutions are located has and is expected in the near term to continue to adversely impact the growth of our business in the applicable regions. We expect these changes to U.S. immigration policy and heightened trade tensions from the threat or imposition of tariffs will continue to dampen demands for international study and adversely impact our revenue growth in the U.S. in 2025.

Previous wording

Recently, after a period during which interviews and applications for student visas to study in the U.S. were temporarily suspended, the U.S. Department of State (DOS) resumed scheduling visa interview appointments for international students and exchange visitors while it considered new social media vetting measures. New student and exchange visitor visa policies and the resumption of interview appointments is expected to have implications for Fall enrollment of international students in the U.S. which may adversely affect our revenue and results of operations. Some of these expected impacts include:

Current wording

After a period during which interviews and applications for student visas to study in the U.S. were temporarily suspended, in June 2025 the U.S. Department of State (DOS) resumed scheduling visa interview appointments for international students and exchange visitors while it considered new social media vetting measures. New student and exchange visitor visa policies, including the temporary pause and expanded vetting, could impact the amount of international students successfully enrolling as students in the U.S., which may adversely affect our revenue and results of operations. Some of these expected impacts include:

Previous wording

There is still a degree of uncertainty in terms of the impact the changes to international student visa policy and international trade policies will have on our U.S., Canadian and Australian education markets. We continue to see growth in new customers in our U.S., Canada and Australia education markets, providing a lever to offset some of the expected decline in new incoming international student growth resulting from these government changes to international student visa policies and international trade policies. Our business continues to remain strong amid these visa-related policy shifts, benefiting from our increasingly global and diversified footprint across verticals, sub-sectors, countries, currencies and clients.

Current wording

There is still a degree of uncertainty in terms of the impact the changes to international student visa policy and international trade policies will have on our U.S., Canadian and Australian education markets. We continue to see growth in new customers in our U.S., Canada and Australia education markets, providing a lever to offset some of the expected decline in new incoming international student growth resulting from these government changes to international student visa policies and international trade policies. We believe our business continues to remain strong amid these visa-related policy shifts, benefiting from our increasingly global and diversified footprint across verticals, sub-sectors, countries, currencies and clients.

Previous wording

In addition, in the U.S., the recently enacted “One Big Beautiful Bill” contains a number of provisions with the potential to significantly change the landscape for financing undergraduate and graduate study and which could adversely affect the demand for higher education in the U.S. The One Big Beautiful Bill limits Pell Grant awards (which provide gift aid to low-income students), eliminates the Grad PLUS program, and sets new limits for graduate and professional students for Direct Unsubsidized Loans. The new bill also caps parent loans to finance undergraduate education, and changes student loan repayment options, among other modifications. Although most of these changes will not go into effect until July 1, 2026, so U.S. students entering or returning to college in the fall of 2025 are unaffected, the longer-term impacts of the bill may impact U.S. student enrollment in undergraduate and postgraduate programs and could materially and adversely affect our revenue and results of operations.

Current wording

In the U.S., the recently enacted “One Big Beautiful Bill” contains a number of provisions with the potential to significantly change the landscape for financing undergraduate and graduate study and which could adversely affect the demand for higher education in the U.S. The One Big Beautiful Bill limits Pell Grant awards (which provide gift aid to low-income students), eliminates the Grad PLUS program, and sets new limits for graduate and professional students for Direct Unsubsidized Loans. The new bill also caps parent loans to finance undergraduate education, and changes student loan repayment options, among other modifications. Although most of these changes will not go into effect until July 1, 2026, so U.S. students entering or returning to college in the fall of 2025 were unaffected, the longer-term impacts of the bill may impact U.S. student enrollment in undergraduate and postgraduate programs and could materially and adversely affect our revenue and results of operations.

Previous wording

Inflation did not have a material effect on our cash flows and results of operations during the three and six months ended June 30, 2025.

Current wording

Inflation did not have a material effect on our cash flows and results of operations during the three and nine months ended September 30, 2025.

Previous wording

With the ongoing conflict involving Israel, we continue to engage in active workforce planning to help Israeli FlyMates support the business without interruption and implement safety measures for FlyMates in Israel.

Current wording

If the recent cessation of hostilities involving Israel and Hamas is permanent, workforce planning for our Israeli FlyMates may again normalize after a period of active workforce planning to implement safety measures for FlyMates in Israel and support the business without interruption.

Previous wording

On February 23, 2024, the Company entered into an Amended and Restated Credit Agreement for a five-year senior secured revolving credit syndication loan (2024 Revolving Credit Facility) with four banks for a total commitment of $125.0 million. Interest expense consists of interest, amortization of debt issuance costs and unused commitment fees on our 2024 Revolving Credit Facility and 2021 Revolving Credit Facility.

Current wording

On February 23, 2024, we entered into an Amended and Restated Credit Agreement for a five-year senior secured revolving credit syndication loan (2024 Revolving Credit Facility) with four banks for a total commitment of $125.0 million. On August 1, 2025, we entered into an amendment (the 2025 Revolving Credit Facility Amendment) to the 2024 Revolving Credit Facility to increase the total commitments from $125.0 million to $300.0 million and make certain conforming and administrative changes. The 2024 Revolving Credit Facility, as amended by the 2025 Revolving Credit Facility Amendment, is hereinafter referred to as the 2024 Amended Revolving Credit Facility. Interest expense consists of interest, amortization of debt issuance costs and unused commitment fees on our 2024 Amended Revolving Credit Facility and 2021 Revolving Credit Facility.

Previous wording

As of June 30, 2025 there was $60.0 million outstanding under the 2024 Revolving Credit Facility. As of December 31, 2024 there was no outstanding indebtedness under the 2024 Revolving Credit Facility.

Current wording

As of September 30, 2025 there was $15.0 million outstanding under the 2024 Amended Revolving Credit Facility. As of December 31, 2024 there was no outstanding indebtedness under the 2024 Revolving Credit Facility.

Previous wording

Gain (loss) from remeasurement of foreign currency consists of gains and losses from the remeasurement of foreign currency transactions into its functional currency.

Current wording

(Loss) gains from remeasurement of foreign currency consists of gains and losses from the remeasurement of foreign currency transactions into its functional currency, partially offset by foreign currency exchange forward contracts to hedge our foreign currency exposure.

Previous wording

Provision for income taxes consists primarily of foreign and state income taxes. We have historically generated net operating losses (NOL) carryforwards for U.S. Federal and state tax purposes as we expand the scale of our business activities. Changes in the U.S. and foreign tax law may impact our overall provision for income taxes in the future.

Current wording

Provision for (benefit from) income taxes consists primarily of foreign and state income taxes. We have historically generated net operating losses (NOL) carryforwards for U.S. federal and state tax purposes as we expand the scale of our business activities. Changes in the U.S. and foreign tax law may impact our overall provision for income taxes in the future.

Previous wording

We have a valuation allowance on our net U.S. deferred tax assets, including federal and state NOLs. We expect to maintain these valuation allowances until it becomes more likely than not that the benefit of our deferred tax assets are realized through future taxable income generated in these jurisdictions.

Current wording

We have a valuation allowance on our net U.S. deferred tax assets, including federal and state NOLs. We expect to maintain these valuation allowances until it becomes more likely than not that the benefit of our deferred tax assets is realized through future taxable income generated in these jurisdictions.

Previous wording

Revenue was $265.3 million for the six months ended June 30, 2025, compared to $217.8 million for the six months ended June 30, 2024, an increase of $47.5 million or 21.8%. Revenue is comprised of transaction revenue and platform and other revenues as follows:

Current wording

Revenue was $200.1 million for the three months ended September 30, 2025, compared to $156.8 million for the same period of 2024, an increase of $43.3 million or 27.6%. Revenue is comprised of transaction revenue and platform and other revenues as follows:

Previous wording

Transaction revenue was $100.6 million for the three months ended June 30, 2025, compared to $85.3 million for the three months ended June 30, 2024, an increase of $15.3 million or 17.9%. The increase in transaction revenue was primarily driven by growth in transaction payment volumes inclusive of the Sertifi acquisition for the three months ended June 30, 2025 from both our existing clients and new clients added during the three months ended June 30, 2025 compared to three months ended June 30, 2024. Our transaction payment volume outpaced our revenue growth during the three months ended June 30, 2024, primarily due to the increase in domestic transactions that have a lower average monetization rate. We experienced growth in transaction payment volume across most regions and verticals during the period, excluding Canada, which decreased primarily due to Canada’s international student permit applications cap introduced earlier in 2024. Transaction payment volume increased approximately 28% during the three months ended June 30, 2025 to $5.0 billion compared to $3.9 billion during the three months ended June 30, 2024.

Current wording

Transaction revenue was $167.2 million for the three months ended September 30, 2025, compared to $134.4 million for the three months ended September 30, 2024, an increase of $32.7 million or 24.4%. The increase in transaction revenue was primarily driven by growth in transaction payment volume inclusive of the Sertifi acquisition for the three months ended September 30, 2025 from both our existing clients and new clients added during the three months ended September 30, 2025 compared to three months ended September 30, 2024. Our transaction payment volume outpaced our revenue growth during the three months ended September 30, 2025, primarily due to the increase in domestic transactions that have a lower average monetization rate. We experienced growth in transaction payment volume across most regions and verticals during the period, excluding Canada, which decreased primarily due to Canada’s international student permit applications cap introduced earlier in 2024. Transaction payment volume increased approximately 30.9% during the three months ended September 30, 2025 to $11.5 billion compared to $8.8 billion during the three months ended September 30, 2024. Sertifi contributed $5.1 million in transactional revenue during the three months ended September 30, 2025.

Previous wording

Platform and other revenues were $31.3 million for the three months ended June 30, 2025, compared to $18.4 million for the three months ended June 30, 2024, an increase of $12.9 million or 70.1%. The increase in platform and other revenues was driven by the Sertifi and Invoiced acquisitions and an increase in healthcare platform products.

Current wording

Platform and other revenues were $33.0 million for the three months ended September 30, 2025, compared to $22.4 million for the three months ended September 30, 2024, an increase of $10.6 million or 47.3%. The increase in platform and other revenues was driven by the Sertifi and Invoiced acquisitions and an increase in healthcare platform products. Sertifi contributed $7.8 million in platform and other revenues during the three months ended September 30, 2025.

Previous wording

Payment processing services costs were $53.9 million for the three months ended June 30, 2025, compared to $39.9 million for the three months ended June 30, 2024, an increase of 14.0 million or 35.1%.The increase in payment processing services costs is correlated with the increase in transaction payment volume of 28% over the same period. In addition, during the three months ended June 30, 2025, we incurred approximately $2.0 million in foreign currency settlement losses.

Current wording

Payment processing services costs were $72.3 million for the three months ended September 30, 2025, compared to $54.6 million for the three months ended September 30, 2024, an increase of $17.7 million or 32.4%. The increase in payment processing services costs is correlated with an increase in transaction payment volume of 30.9% over the same period.

Previous wording

Technology and development expenses were $17.1 million for the three months ended June 30, 2025, compared to $15.8 million for the three months ended June 30, 2024, an increase of $1.3 million or 8.2%. The increase in technology and development cost was primarily driven by an increase in personnel costs and stock-based compensation expense, offset by a decrease in software tools. Personnel costs were $10.8 million for the three months ended June 30, 2025 compared to $9.7 million for the three months ended June 30, 2024, an increase of $1.1 million or 11.3%. The increase in personnel costs was primarily driven by higher headcount resulting from our recent acquisition of Sertifi. Stock-based compensation expense was $3.2 million for the three months ended June 30, 2025, compared to $2.8 million for the three months ended June 30, 2024, an increase of $0.4 million or 14.3%. The increase in stock-based compensation is attributable to equity grants awarded to existing and new FlyMates, including our new FlyMates from our recent acquisition of Sertifi. Software tools were $1.3 million for the three months ended June 30, 2025, compared to $1.4 million for the three months ended June 30, 2024, a decrease of $0.1 million or 7.1%. The decrease in software tools was primarily due to optimization of our technology infrastructure.

Current wording

Technology and development expenses were $17.7 million for the three months ended September 30, 2025, compared to $16.7 million for the three months ended September 30, 2024, an increase of $1.0 million or 6.0%. The increase in technology and development cost was primarily driven by increases in stock-based compensation expense, depreciation and amortization, and personnel costs. Stock-based compensation expense was $3.6 million for the three months ended September 30, 2025, compared to $3.1 million for the three months ended September 30, 2024, an increase of $0.4 million or 13.1%. The increase in stock-based compensation expense was attributable to equity grants awarded to existing and new FlyMates, including our new FlyMates from our recent acquisition of Sertifi. Depreciation and amortization were $1.7 million for the three months ended September 30, 2025, compared to $1.4 million for the three months ended September 30, 2024, an increase of $0.3 million or 24.6%. The increase in depreciation and amortization was primarily due to our software solutions. Personnel costs were $10.8 million for the three months ended September 30, 2025 compared to $10.6 million for the three months ended September 30, 2024, an increase of $0.3 million or 2.8%. The increase in personnel costs was primarily driven by higher headcount resulting from our recent acquisition of Sertifi.

Previous wording

Selling and marketing expenses were $38.4 million for the three months ended June 30, 2025, compared to $31.8 million for the three months ended June 30, 2024, an increase of $6.6 million or 20.8%. The increase in selling and marketing expenses was primarily driven by an increase in personnel costs, stock-based compensation expense, professional fees, engineering tools and depreciation and amortization expense. Personnel costs were $17.6 million for the three months ended June 30, 2025, compared to $16.5 million for the three months ended June 30, 2024, an increase of $1.1 million or 6.7%. The increase in personnel costs was primarily driven by higher headcount resulting from our recent acquisition of Sertifi. Stock-based compensation expense was $4.9 million for the three months ended June 30, 2025, compared to $4.7 million for the three months ended June 30, 2024, an increase of $0.2 million or 4.3%. The increase in stock-based compensation was attributable to equity grants awarded to existing and new FlyMates, including new FlyMates from our recent acquisition of Sertifi. Professional fees were $5.8 million for the three months ended June 30, 2025, compared to $4.5 million for the three months ended June 30, 2024, an increase of $1.3 million or 28.9%. The increase in professional fees was primarily due to increases in third party commissions. Engineering tools were $1.3 million for the three months ended June 30, 2025, compared to $0.6 million for the three months ended June 30, 2024, an increase of $0.7 million or 116.7%. The increase in engineering tools was primarily due to the acquisition of Sertifi. Depreciation and amortization was $4.3 million for the three months ended June 30, 2025, compared to $1.9 million for the three months ended June 30, 2024, an increase of $2.4 million or 126.3%. The increase in depreciation and amortization expense was primarily due to acquired intangible assets related to the Sertifi and Invoiced acquisitions.

Current wording

Selling and marketing expenses were $41.9 million for the three months ended September 30, 2025, compared to $34.2 million for the three months ended September 30, 2024, an increase of $7.7 million or 22.5%. The increase in selling and marketing expenses was primarily driven by increases in professional fees, personnel costs, and depreciation and amortization expense. Professional fees were $9.5 million for the three months ended September 30, 2025, compared to $6.6 million for the three months ended September 30, 2024, an increase of $2.9 million or 43.6%. The increase in professional fees was primarily due to increases in third party commissions. Personnel costs were $18.2 million for the three months ended September 30, 2025, compared to $16.1 million for the three months ended September 30, 2024, an increase of $2.2 million or 13.6%. The increase in personnel costs was primarily driven by higher head count resulting from our recent acquisition of Sertifi. Depreciation and amortization was $4.3 million for the three months ended September 30, 2025, compared to $2.1 million for the three months ended September 30, 2024, an increase of $2.1 million or 102.0%. The increase in depreciation and amortization expense was primarily due to acquired intangible assets related to the Sertifi and Invoiced acquisitions.

Previous wording

Interest expense was$1.0 million for the three months ended June 30, 2025, compared to $0.1 million for the three months ended June 30, 2024. As of June 30, 2025, there was $60.0 million outstanding indebtedness under the 2024 Revolving Credit Facility. Interest expense consists primarily of interest expense, amortization of debt issuance costs and unused commitment fees related to our 2024 Revolving Credit Facility.

Current wording

Interest expense was $1.2 million for the three months ended September 30, 2025, compared to $0.1 million for the three months ended September 30, 2024. As of September 30, 2025, there was $15.0 million outstanding indebtedness under the 2024 Amended Revolving Credit Facility. Interest expense consists primarily of interest expense, amortization of debt issuance costs, and unused commitment fees related to our 2024 Amended Revolving Credit Facility.

Previous wording

Interest income was $1.1 million for the three months ended June 30, 2025, compared to $5.7 million for the three months ended June 30, 2024, a decrease of $4.6 million or 80.7%. The decrease in interest income was primarily attributable to the decrease in our cash balance as a result of spending cash on the Share Repurchase Program and recent acquisitions.

Current wording

Interest income was $0.8 million for the three months ended September 30, 2025, compared to $5.0 million for the three months ended September 30, 2024, a decrease of $4.2 million or 84.0%. The decrease in interest income was primarily attributable to the decrease in our cash balance as a result of spending cash on the Share Repurchase Program and recent acquisitions.

Previous wording

Gain from remeasurement of foreign currency was $3.9 million for the three months ended June 30, 2025, compared to $1.0 million for the three months ended June 30, 2024, an increase of $2.9 million or 290.0%. The increase was primarily the result of the remeasurement of foreign currency intercompany loans and impact of fluctuations in exchange rates during respective remeasurement periods.

Current wording

Loss from remeasurement of foreign currency was $0.6 million for the three months ended September 30, 2025, compared to a gain from remeasurement of foreign currency of $5.5 million for the three months ended September 30, 2024, a decrease of $6.1 million or 110.9%. The decrease was impacted by fluctuations in exchange rates during respective remeasurement periods including intercompany loans, which was partially offset by hedging instruments.

Previous wording

Provision for income taxes was $7.0 million during the three months ended June 30, 2025, compared to $4.7 million during the three months ended June 30, 2024, an increase of $2.3 million or 48.9%. The income tax provision for the three months ended June 30, 2025 and 2024 was primarily attributable to activity in the Company's foreign subsidiaries and U.S. state taxes. Our effective tax rate was (138.8)% for the three months ended June 30, 2025 compared to (50.8)% for the three months ended June 30, 2024.

Current wording

Provision for income taxes was $1.6 million during the three months ended September 30, 2025, compared to a benefit from income taxes of $8.3 million during the three months ended September 30, 2024, an increase of $9.9 million or 119.3%. The income tax provision for the three months ended September 30, 2025 was primarily attributable to activity in the Company's foreign subsidiaries and U.S. state taxes. The income tax benefit for the three months ended September 30, 2024, was primarily attributable to a non-recurring benefit of $4.9 million relating to the release of a portion of the valuation allowance in the U.S. Our effective tax rate was 5.0% for the three months ended September 30, 2025 compared to (27.3)% for the three months ended September 30, 2024.

Previous wording

Comparison of results for the six months ended June 30, 2025 and 2024

Current wording

Comparison of results for the nine months ended September 30, 2025 and 2024

Previous wording

Revenue was $131.9 million for the three months ended June 30, 2025, compared to $103.7 million for the three months ended June 30, 2024, an increase of $28.2 million or 27.2%. Revenue is comprised of transaction revenue and platform and other revenues as follows:

Current wording

Revenue was $465.5 million for the nine months ended September 30, 2025, compared to $374.6 million for the nine months ended September 30, 2024, an increase of $90.9 million or 24.3%. Revenue is comprised of transaction revenue and platform and other revenues as follows:

Previous wording

Transaction revenue was $209.1 million for the six months ended June 30, 2025, compared to $180.5 million for the six months ended June 30, 2024, an increase of $28.6 million or 15.8%. The increase in transaction revenue was primarily driven by growth in transaction payment volumes for the six months ended June 30, 2025 from both our existing clients and new clients added during the six months ended June 30, 2025 compared to six months ended June 30, 2024. Our transaction payment volume outpaced our revenue growth during the six months ended June 30, 2025, primarily due to the increase in domestic transactions that have a lower average monetization rate. We experienced growth in transaction payment volume across most regions and verticals during the period, excluding Canada, which decreased primarily due to Canada’s international student permit applications cap introduced earlier in 2024. Transaction payment volume increased approximately 28% during the six months ended June 30, 2025, to $11.4 billion compared to $8.9 billion during the six months ended June 30, 2024.

Current wording

Transaction revenue was $376.2 million for the nine months ended September 30, 2025, compared to $314.9 million for the nine months ended September 30, 2024, an increase of $61.3 million or 19.5%. The increase in transaction revenue was primarily driven by growth in transaction payment volumes for the nine months ended September 30, 2025 from both our existing clients and new clients added during the nine months ended September 30, 2025 compared to nine months ended September 30, 2024. Our transaction payment volume outpaced our revenue growth during the nine months ended September 30, 2025, primarily due to the increase in domestic transactions that have a lower average monetization rate. We experienced growth in transaction payment volume across most regions and verticals during the period, excluding Canada, which decreased primarily due to Canada’s international student permit applications cap introduced earlier in 2024. Transaction payment volume increased approximately 29.4% during the nine months ended September 30, 2025, to $22.9 billion compared to $17.7 billion during the nine months ended September 30, 2024.

Previous wording

Platform and other revenues were $56.3 million for the six months ended June 30, 2025, compared to $37.3 million for the six months ended June 30, 2024, an increase of $19.0 million or 50.9%. The increase in platform and other revenues was driven by the Sertifi and Invoiced acquisitions, an increase in healthcare platform products, revenue from interest earned on funds held for customers in interest-bearing accounts, offset by a decrease in revenue for insurance products.

Current wording

Platform and other revenues were $89.2 million for the nine months ended September 30, 2025, compared to $59.6 million for the nine months ended September 30, 2024, an increase of $29.6 million or 49.6%. The increase in platform and other revenues was driven by the Sertifi and Invoiced acquisitions, an increase in healthcare platform products, revenue from interest earned on funds held for customers in interest-bearing accounts.

Previous wording

Payment processing services costs were $104.5 million for the six months ended June 30, 2025, compared to $81.5 million for the six months ended June 30, 2024, an increase of $23.0 million or 28.2%. The increase in payment processing services costs is correlated with the increase in transaction payment volume of 28% over the same period.

Current wording

Payment processing services costs were $176.8 million for the nine months ended September 30, 2025, compared to $136.1 million for the nine months ended September 30, 2024, an increase of $40.7 million or 29.9%. The increase in payment processing services costs is correlated with the increase in transaction payment volume of 29.4% over the same period.

Previous wording

Technology and development expenses were $34.0 million for the six months ended June 30, 2025, compared to $32.6 million for the six months ended June 30, 2024, an increase of $1.4 million or 4.3%. The increase in technology and development cost was primarily driven by an increase in personnel costs and stock-based compensation expense, offset by a decrease in software tools. Personnel costs were $21.6 million for the six months ended June 30, 2025 compared to $20.3 million for the six months ended June 30, 2024, an increase of $1.3 million or 6.4%. The increase in personnel costs was primarily driven by higher headcount resulting from our recent acquisition of Sertifi. Stock-based compensation expense was $6.3 million for the six months ended June 30, 2025, compared to $5.4 million for the six months ended June 30, 2024, an increase of $0.9 million or 16.7%. The increase in stock-based compensation is attributable to equity grants awarded to existing and new FlyMates, including our new FlyMates from our recent acquisition of Sertifi . Software tools were $2.4 million for the six months ended June 30, 2025, compared to $3.0 million for the six months ended June 30, 2024, a decrease of $0.6 million or 20%. The decrease in software tools was primarily due to optimization of our technology infrastructure.

Current wording

Technology and development expenses were $51.7 million for the nine months ended September 30, 2025, compared to $49.3 million for the nine months ended September 30, 2024, an increase of $2.4 million or 4.9%. The increase in technology and development cost was primarily driven by an increase in personnel costs and stock-based compensation expense, offset by a decrease in software tools. Personnel costs were $32.4 million for the nine months ended September 30, 2025 compared to $30.9 million for the nine months ended September 30, 2024, an increase of $1.5 million or 5.0%. The increase in personnel costs was primarily driven by higher headcount resulting from our recent acquisition of Sertifi. Stock-based compensation expense was $10.1 million for the nine months ended September 30, 2025, compared to $8.6 million for the nine months ended September 30, 2024, an increase of $1.5 million or 17.6%. The increase in stock-based compensation is attributable to equity grants awarded to existing and new FlyMates, including our new FlyMates from our recent acquisition of Sertifi. Software tools were $3.6 million for the nine months ended September 30, 2025, compared to $4.3 million for the nine months ended September 30, 2024, a decrease of $0.6 million or 15.0%. The decrease in software tools was primarily due to optimization of our technology infrastructure.

Previous wording

Selling and marketing expenses were $74.9 million for the six months ended June 30, 2025, compared to $61.9 million for the six months ended June 30, 2024, an increase of $13.0 million or 21.0%. The increase in selling and marketing expenses was primarily driven by an increase in personnel costs, depreciation and amortization expense, professional fees, software tools and stock-based compensation expense. Personnel costs were $36.1 million for the six months ended June 30, 2025, compared to $32.8 million for the six months ended June 30, 2024, an increase of $3.3 million or 10.1%. The increase in personnel costs was primarily driven by higher headcount resulting from our recent acquisition of Sertifi. Depreciation and amortization was $7.3 million for the six months ended June 30, 2025, compared to $3.8 million for the six months ended June 30, 2024, an increase of $3.5 million or 92.1%. The increase in depreciation and amortization expense was primarily due to amortization of acquired intangible assets related to the Sertifi and Invoiced acquisitions. Professional fees were $11.9 million for the six months ended June 30, 2025, compared to $8.9 million for the six months ended June 30, 2024, an increase of $3.0 million or 33.7%. The increase in professional fees was primarily due to increases in third party commissions from growth in payment volume. Software tools were $2.4 million for the six months ended June 30, 2025, compared to $1.3 million for the six months ended June 30, 2024, an increase of $1.1 million or 84.6%. The increase in software tools was primarily due to the addition of engineering tools related to the acquisition of Sertifi. Stock-based compensation expense was $9.2 million for the six months ended June 30, 2025, compared to $8.6 million for the six months ended June 30, 2024, an increase of $0.6 million or 7.0%. The increase in stock-based compensation was attributable to equity grants awarded to existing and new FlyMates, including new FlyMates from the recent acquisition of Sertifi.

Current wording

Selling and marketing expenses were $116.9 million for the nine months ended September 30, 2025, compared to $96.1 million for the nine months ended September 30, 2024, an increase of $20.8 million or 21.6%. The increase in selling and marketing expenses was primarily driven by increases in professional fees, depreciation and amortization expense, and personnel costs. Professional fees were $21.4 million for the nine months ended September 30, 2025, compared to $15.5 million for the nine months ended September 30, 2024, an increase of $5.9 million or 37.7%. The increase in professional fees was primarily due to increases in third party commissions from growth in payment volume. Depreciation and amortization was $11.6 million for the nine months ended September 30, 2025, compared to $5.9 million for the nine months ended September 30, 2024, an increase of $5.6 million or 95.0%. The increase in depreciation and amortization expense was primarily due to amortization of acquired intangible assets related to the Sertifi and Invoiced acquisitions. Personnel costs were $54.3 million for the nine months ended September 30, 2025, compared to $48.8 million for the nine months ended September 30, 2024, an increase of $5.5 million or 11.2%. The increase in personnel costs was primarily driven by higher headcount resulting from our recent acquisition of Sertifi.