Flywire Corp

Note 1. Business Overview and Summary of Significant Accounting Policies

Flywire Corporation (Flywire or the Company) was incorporated under the laws of the state of Delaware in July 2009 as peerTransfer Corporation. In 2016, the Company changed its name to Flywire Corporation. The Company is headquartered in Boston, Massachusetts, and has a global presence in 16 countries across 5 continents.

Flywire provides a secure global payments platform, offering its clients an innovative and streamlined process to receive reconciled domestic and international payments in a more cost effective and efficient manner. The Company’s solutions are built on three core elements: (i) a next-gen payments platform, (ii) a proprietary global payment network, and (iii) vertical-specific software backed by its deep industry expertise.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States (GAAP). Intercompany accounts and transactions have been eliminated upon consolidation.

Certain amounts for prior years have been reclassified to conform to the financial statement presentation as of and for the year ended December 31, 2025.

Segment Information

The Company has asingle operating and reportable segment. See Note 3 - Segment Information for additional details regarding the Company's significant segment expenses.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the valuation of acquired intangible assets and other long-lived assets and their useful lives. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.

Concentrations of Credit Risk, Financial Instruments and Significant Clients

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, investments in available-for-sale debt securities, accounts receivable, unbilled receivables, and funds receivable from payment partners.

The Company maintains its cash and cash equivalents with financial institutions that management believes are of high credit quality. The Company's cash equivalents include money market funds, which are AAA-rated and comprised of liquid, high quality debt securities issued by the U.S. government. The Company's cash and cash equivalents deposited with financial institutions exceed the Federal Deposit Insurance Corporation (FDIC) insurance limit of $250,000. As part of its cash management process, the Company performs periodic reviews of the credit standing of the financial institutions holding its cash and cash equivalents. Additionally, to mitigate credit risk associated with financial institutions, the Company diversifies its cash and cash equivalents across multiple financial institutions and U.S. Treasury Money Market Funds. U.S. Treasuries, by their nature, create a concentration of credit risk with the U.S. Government. The Company's access to its cash and cash equivalents and client funds could be significantly impacted in volatile markets given its concentration in government money market funds.

To manage credit risk associated with investments in available-for-sale debt securities, the Company monitors credit ratings of the issuers of the securities and diversifies its investments by limiting its holding in any one security or issuer.

To reflect the estimated realizable value of accounts receivable and unbilled receivables, the Company maintains an allowance for credit losses. The Company did not experience any material credit losses during the years ended December 31, 2025, 2024, and 2023.

Accounts receivable are derived from revenue earned from clients located in the U.S. and internationally. As of December 31, 2025 and 2024, there wereno clients that represented 10% or more of accounts receivable, net balance.

Funds receivable from payment partners consists primarily of cash held by the Company’s global payment processing partners that have not yet been remitted to the Company. The following table shows payment partners that represent 10% or more of funds receivable from payment partners:

• Less than 10% of total balance.

During the years ended December 31, 2025, 2024, and 2023, no client accounted for 10% or more of total revenue.

Summary of Significant Accounting Policies

Cash Equivalents and Restricted Cash

Cash equivalents consist of short-term, highly liquid investments with stated maturities of three months or less from the date of purchase. The Company's cash equivalents consists of money market funds, which are AAA-rated and comprised of liquid, high-quality debt securities issued by the U.S. government.

The Company didnot have any restricted cash as of December 31, 2025 and 2024.

Investments

During the year ended December 31, 2024, the Company began investing in a diversified portfolio of highly rated marketable debt securities, all of which are classified as available-for-sale. Available-for-sale debt securities with remaining maturities of greater than three months but less than one year and those identified by management at the time of purchase to be used to fund operations within one year are classified as short-term. All other available-for-sale securities are classified as long-term. Available-for-sale debt securities with readily determinable market values are recorded at fair value, and unrealized holding gains and temporary losses are recorded as a component of accumulated other comprehensive income (loss), net of related estimated tax.

The Company evaluates its available-for-sale debt securities for impairment when the fair value declines below the amortized cost basis. An impairment is deemed to exist if the Company either intends to sell the security or if it is more likely than not that the Company will be required to sell the security before the anticipated recovery of the security’s amortized cost basis. If either of these criteria are met, the debt security’s amortized cost basis is written down to fair value through other income (expense), net, in the consolidated statements of operations and comprehensive income (loss). If neither of the intent-to-sell or required-to-sell criteria are met, the Company evaluates whether the unrealized loss has resulted from a credit loss or other factors. When a credit loss is deemed to exist, the Company compares the present value of cash flows expected to be collected from the debt security with the amortized cost basis of the security to determine the allowance amount, if any, that should be recorded. An impairment relating to credit losses is recorded through an allowance for credit losses reported in other income (expense), net, in the consolidated statements of operations and comprehensive income (loss). The allowance is limited by the amount that the fair value of the debt security is below its amortized cost basis.

Allowance for Credit Losses

Accounts receivable represent client obligations that are unconditional. The Company’s accounts receivable do not bear interest and generally does not require collateral or other security to support related receivables. Unbilled receivables represent the Company's unconditional right to payment. Accounts receivable and unbilled receivables are presented net of an estimated allowance for credit losses for amounts that may not be collectible over the estimated life of the assets.

The allowance for credit losses is determined by applying a loss-rate method based on an aging schedule using the Company's historical loss rates. The Company also considers reasonable and supportable current and forecasted information in determining its estimated loss rates, such as external forecasts, macroeconomic trends, or other factors that are associated with the credit quality of the Company’s customer base. The adequacy of the allowance for credit losses is evaluated on a regular basis. Account balances are written off after all means of collection are exhausted and the balance is deemed uncollectible. Subsequent recoveries, if any, are credited to the allowance. Adjustments to the allowance for credit losses are recorded within general and administrative expenses in the consolidated statements of operations and comprehensive income (loss).

Property and Equipment, net

Property and equipment consist primarily of computer equipment and software, internal-use software, furniture and fixtures, and leasehold improvements. Property and equipment are stated at historical cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful life of the assets, which isbetween three tofive years for computer equipment and software, five years for internal-use software, three years for furniture and fixtures, andthe lesser of the useful life or remaining non-cancelable term of the lease for leasehold improvements. Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation are removed from the consolidated balance sheet and the resulting gain or loss is reflected in income (loss) from operations in the consolidated statements of operations and comprehensive income (loss).

Impairment of Long-Lived Assets

The Company continually evaluates the recoverability of long-lived asset (asset group) when events and changes in circumstances indicate that the carrying amount of the long-lived asset group may not be fully recoverable. Factors the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. When indicators of impairment are present, the Company compares forecasts of undiscounted future cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. There wereno impairments recorded for the Company’s long-lived assets during any of the periods presented.

Intangible Assets, net

Intangible assets consist of acquired developed technology, acquired relationships, and trade names and associated trademarks. Intangible assets are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired, and reported net of accumulated amortization, separately from goodwill.

The Company estimates the fair value of acquired developed technology and trade names and associated trademarks under the income approach using the relief-from-royalty method. The relief-from-royalty method estimates the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or a license fee on revenues earned through the use of the asset. The estimated royalty rate is determined based on the assessment of a reasonable royalty rate that a third-party would negotiate in an arm’s-length license agreement for the use of the technology, trade name or trademark. The Company estimates the fair value of acquired relationships under the income approach using the multi-period excess earnings method. The multi-period excess earnings method estimates the present value of the incremental after-tax cash flows solely attributable to the intangible asset. The estimated fair values of these intangible assets reflect various assumptions including discount rates, obsolescence rate, royalty rates, customer attrition rates, revenue growth rates, operating margins and add-backs, terminal values, and other prospective financial information.

Intangible assets are amortized using a method that reflects the pattern in which the economic benefits of the intangible asset are expected to be realized over their estimated useful lives ranging up toeighteen years. The useful lives for developed technology are determined based on expectations regarding the evolution of existing technology and future investments. The useful lives for acquired related intangible assets are determined based primarily on forecasted cash flows, which include estimates for the revenues, expenses and customer attrition associated with the assets. The useful lives of definite-lived trademarks and trade names are based on the Company’s plans to phase out the trademarks and trade names in the applicable markets.

No significant residual value is estimated for intangible assets.

Software Developed for Internal-Use

The Company capitalizes costs related to internal-use software during the application development stage including third-party consulting costs and compensation expenses related to FlyMates who devote time to the development of the projects. The Company records software development costs in property and equipment. Costs incurred in the preliminary stages of development activities and post implementation activities are expensed in the period incurred and are included in technology and development expense in the consolidated statements of operations and comprehensive income (loss). The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Once the additional functionality is available for general use, capitalization ceases and the asset begins being amortized. The Company periodically assesses whether triggering events are present to review the useful lives of internal-use software. Unforeseen circumstances in software development, such as a significant change in the manner in which the software is intended to be used, obsolescence or a significant reduction in revenues due to attrition, could require the Company to implement alternative plans with respect to a particular effort, which could result in an impairment. Software developed for internal-use is amortized straight-line over its estimated useful life offive years.

Goodwill

The Company tests goodwill for impairment on an annual basis on the first day of the fourth quarter or more frequently if events or changes in circumstances indicate that goodwill may be impaired. The Company’s goodwill impairment test is performed at the enterprise level given it is the sole reporting unit. Events that could indicate goodwill impairment and trigger an interim impairment assessment include, but are not limited to, market conditions, economic conditions, entity-specific financial performance and other events such as significant adverse change in legal factors, business climate, operational performance of the business or key personnel, and an adverse action or assessment by a regulator. Goodwill is tested for impairment by 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, then the reporting unit’s carrying value is compared to its fair value, including goodwill. 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 combination of income and market approaches. The discounted cash flow method, a form of the income approach, uses expected future operating results and a market participant discount rate. The market approach uses comparable company prices and other relevant information generated by market transactions (either publicly traded entities or mergers and acquisitions) to develop pricing metrics to be applied to historical and expected future operating results of the reporting unit. Failure to achieve these expected results, changes in the discount rate or market pricing metrics, may cause a future impairment of goodwill. There wereno impairments of goodwill during any of the periods presented.

Leases

The Company recognizes leases on its consolidated balance sheets as right-of-use (ROU) assets and lease liabilities. ROU assets represent the Company's right to use underlying assets during the lease terms and lease liabilities represent obligations to make lease payments arising from the leases. ROU assets are included in other assets and lease liabilities are included in accrued expenses and other current liabilities and other liabilities. Lease classification is determined at commencement date. All of the Company's leases are accounted for as operating leases. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Certain leases contain renewal options and when it is reasonable certain that the Company will exercise the option, the renewal amounts are included in ROU asset and lease liability. As the implicit rate of the leases is not determinable, the Company uses its incremental borrowing rate in determining the present value of the lease payments. ROU assets are adjusted for lease payments made at or before commencement date and any lease incentives. Variable lease payments for maintenance, property taxes and other operating expenses are recognized as expense in the period in which the obligation for the payment is incurred. The Company elected not to separate lease and non-lease components, as well as the short-term lease recognition exemption and will not recognize ROU assets or lease liabilities for leases with a term less than 12 months. The operating lease expense associated with operating leases is recognized as a single lease cost on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations and comprehensive income (loss).

Business Combinations

In determining whether an acquisition should be accounted for as a business combination or an asset acquisition, the Company first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. 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, the set is an asset acquisition. If substantially all of the fair value of the gross assets acquired is not concentrated in a single identifiable asset or group of similar identifiable assets, the Company further evaluates whether the integrated set of assets and activities include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the Company concludes that the integrated set of assets and activities is a business acquisition.

The Company accounts for business acquisitions using the acquisition method of accounting. In accordance with this method, assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed. Contract assets and contract liabilities acquired in a business combination are recognized and measured as if the acquirer entered into the original contract at the same time and same date as the acquiree in accordance with Topic 606.

Determining the fair value of assets acquired and liabilities assumed is judgmental in nature and can involve the use of significant estimates and assumptions. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows, revenue growth rates, royalty rates, operating margins and add-backs, obsolescence rate, customer attrition rates, and appropriate discount rates used in computing present values. These estimates may materially impact the net income or loss in periods subsequent to acquisition through depreciation and amortization, and in certain instances through impairment charges, if assets become impaired in the future. Additionally, actual results may vary from these estimates that may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever comes first. Adjustments to fair values of assets and liabilities made after the end of the measurement period are recorded within operating results.

Contingent consideration in business combinations is recognized at fair value on the acquisition date. Subsequent to the acquisition date, at each reporting date, the contingent consideration is remeasured and changes in the fair value resulting from changes in the underlying inputs are recognized in general and administrative expense in the consolidated statements of operations and comprehensive income (loss) until the contingent consideration is settled.

The fair value of the contingent consideration in the Company's consolidated balance sheets was determined using either an option pricing model that reflects the Company’s expectations about the probability of payment based on facts and circumstances that existed at the acquisition closing date or a scenario-based method formed on the likelihoods of achieving each of the milestones. See Note 5 - Fair Value Measurements for inputs used to fair value contingent consideration.

Transaction costs related to business combinations are expensed as incurred and are included in general and administrative expense in consolidated statements of operations and comprehensive income (loss).

Fair Value Measurements

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date in the principal or most advantageous market for the asset or liability. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The Company’s cash equivalents are carried at fair value (Level 1) as determined according to the fair value hierarchy described above. The money market funds, which are AAA-rated are comprised of liquid, high-quality debt securities issued by the U.S. government. Shares in money market funds are purchased and redeemed at the net asset value (NAV) at the time of the purchase or sale, which may be purchased or redeemed on demand, as may be required by the Company, which represents Level 1 fair value. The Company's investments in available-for-sale debt securities and the foreign exchange contacts are carried at fair value, determined using Level 2 inputs in the fair value hierarchy as quoted prices are available to support the valuation. The carrying values of accounts receivable, funds receivable from payment partners, unbilled receivables, prepaid expenses, accounts payable, funds payable to clients, and accrued expenses and other current liabilities approximate their respective fair values due to the short-term nature of these assets and liabilities. The Company’s contingent consideration is carried at fair value, determined using Level 3 inputs in the fair value hierarchy.

Foreign Currency Translation and Transactions

The Company’s reporting currency is the U.S. Dollar. The financial statements of the Company’s foreign subsidiaries are translated from local currency into U.S. dollars using the exchange rate at the balance sheet date for assets and liabilities, and the average exchange rate in effect during the period for revenue and expenses. The functional currency of the Company and its subsidiaries, with the exception of its U.K. and Australian subsidiaries, is the U.S. Dollar. The functional currency for the U.K. and the Australian subsidiaries is considered to be the local currency and, accordingly, translation adjustments for these entities are included as a component of accumulated other comprehensive (loss) income in the Company’s consolidated balance sheets. Gains and losses from the remeasurement of foreign currency transactions into the functional currency are recognized in the consolidated statements of operations and comprehensive income (loss).

Derivative Instruments and Hedging

The Company generates revenues and incurs expenses by processing payments in foreign currencies. The Company also enters into intercompany loans payable in foreign currencies. Changes in the value of foreign currencies could impact the Company’s consolidated statements of operations and comprehensive income (loss). To mitigate the volatility related to fluctuations in the foreign exchange rates, the Company enters into non-deliverable forward foreign currency contracts.

The Company’s foreign currency forward contracts economically hedge certain risk but are not designated as hedges for financial reporting purposes. Gains and losses on the derivatives related to clients and their customers' payments are included as a component of general and administrative expense within the consolidated statements of operations and comprehensive income (loss) due to the nature of the transactions. Gains and losses on the intercompany loans derivatives are included as a component of other income (expense) in the consolidated statements of operations and comprehensive income (loss).

Revenue Recognition

Revenue is recognized when a customer obtains control of the promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In order to achieve this core principle, the Company applies the following five steps:

(i)

Identify the contract(s) with a customer.

(ii)

Identify the performance obligations in the contract.

(iii)

Determine the transaction price.

(iv)

Allocate the transaction price to the performance obligations in the contract.

(v)

Recognize revenue as the entity satisfies a performance obligation.

The Company derives revenue primarily from transactions and platform and other revenues.

Transaction Revenue - relates to fees charged for payment processing services provided to educational institutions, healthcare entities and other commercial entities (each a client), which is comprised of processing domestic and cross-border transactions. The Company’s services relate to facilitating payments from individuals, such as students and patients, and organizations (client’s customer) to clients. Fees charged for payment processing services consist of a rate applied to the monetary value of the payment and can vary based on the currency pair conversion the transaction is settling in, as well as the geographic region in which the client and the client’s customer resides. Fees received are recorded as revenue in the consolidated statements of operations and comprehensive income (loss) upon completion of the payment processing transaction. The Company does not recognize the underlying amount of the transaction being settled between the client and the client’s customer as revenue in the consolidated statements of operations and comprehensive income (loss), as the Company is not the responsible party for fulfilling the obligation between the client and the client’s customer. Therefore, revenue is only recognized for the fee to which the Company is entitled for processing the payment.

In addition, the Company incurs costs in processing payments which may include banking, credit card processing, foreign currency translation, partner fees, printing and mailing fees. These fees are direct costs of the Company in providing payment processing services. Since the Company controls the related payment processing service, it is responsible for completing the payment, bears primary responsibility for the fulfillment of the payment service, and it has full discretion in determining the fee charged, the Company is acting as a principal. As such, the Company recognizes fees charged to its clients on a gross basis.

The money can be wired directly from the client’s customer to the Company or to the Company's third-party service provider (Partner) to collect funds before remittance. On a recurring basis, the Partner charges the Company a fee for each payment processed. The fee paid to Partners as well as any foreign exchange banking fees paid by the Company are reflected in the payment processing services costs line in the consolidated statements of operations and comprehensive income (loss).

When a Partner receives funds from a client’s customer, that will be remitted to the client by the Company, the Company has the right to receive those funds from the Partner. The funds are not remitted to the Company immediately. When the Partner receives funds from the client’s customer, the Company records a receivable, which is included in funds receivables from payment partners, and a corresponding liability, included in funds payable to clients, in the consolidated balance sheets. The amounts are generally collected or paid within one to 30 days. Partners report to the Company the funds received from the client’s customer on a daily basis. Revenue in transactions where Partners are involved is not recognized until the payment is remitted to clients.

The Company also earns revenue from fees charged to credit card service providers for marketing arrangements in which the Company performs certain marketing activities to increase the awareness of the credit card provider and promote certain methods of payment. Consideration under these arrangements include fixed fees and variable fees based on a percentage of transactions processed during the duration of the marketing program. Marketing services provided leverages the Company’s existing network and transaction processing platform; therefore, these arrangements are considered part of the Company’s ordinary business activities.

In certain circumstances, the Company provides marketing services to financial institutions that are considered both a client (for marketing services) and a service provider (for processing payments). Each one of these services are negotiated separately, each agreement is for distinct service and they are priced at fair value; therefore, fees included in the marketing arrangements are accounted for as revenue, while fees paid by the Company are accounted for as payment processing services cost.

Platform and other revenues- primarily includes (i) fees earned for the utilization of the Company's platforms to optimize cash collections and student application processing, which include revenue earned from software subscription fees and usage-based fees, (ii) fees for the establishment of payment plans on the Company's payment platform, (iii) fees related to printing, mailing, and other services which are ancillary to the solutions the Company provides to its clients, (iv) commissions from insurance providers when an end-user purchases an insurance policy, and (v) revenue from interest earned on funds held for customers in interest-bearing accounts. Platform and other revenues has been referred to as platform and usage-based fee revenue in prior filings.

Performance Obligations

Substantially all of the Company’s arrangements represent a single promise to provide continuous access to the Company’s platform to perform payment processing services, cash collection optimization services, marketing, printing and mailing services on an as-needed basis.

As each day of providing these services is substantially the same and the client simultaneously receives and consumes the benefits as services are provided, these services are viewed as a single performance obligation comprised of a series of distinct daily services. The Company satisfies its performance obligation as these services are provided. Revenue is recognized in the month the service is complete.

For those arrangements that include fixed consideration, the fixed component is recognized ratably over the service period while variable consideration is recognized in the period earned.

The Company considers implementation services as an activity to fulfill a contract, rather than a distinct performance obligation as the client does not obtain benefits from the implementation service alone. The Company charges an immaterial amount for implementation services.

Variable Consideration

The Company’s contracts contain variable consideration as the amount the Company expects to receive in a contract is based on the occurrence or non-occurrence of future events, such as processing services performed as a transaction-based pricing arrangement. The variable consideration relates specifically to the Company’s effort to transfer each distinct daily service, as such the Company allocates the variable consideration earned to the distinct day in which those activities are performed and it recognizes these fees as revenue in period earned, at which point the variable amount is known and it does not require estimation.

Payment Terms

The Company’s payment terms vary by type of client, client’s customers and services offered and ranges between one and 60 days. Typically, the Company charges either a fixed fee, a fixed fee per transaction or percentage of transaction value or a combination of both.

The Company does not assess whether a significant financing component exists if the period between performance obligations under the contract and payment is one year or less. None of the Company’s contracts contain a significant financing component as of December 31, 2025, 2024, and 2023.

Remaining Performance Obligations

The Company does not disclose the value of remaining performance obligations for (i) contracts with an original contract term of one year or less, (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice when that amount corresponds directly with the value of services performed, and (iii) variable consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied distinct service that forms part of a single performance obligation.

See Note 2 - Revenue and Recognition for additional information on revenue recognition.

Payment processing services costs consist of costs incurred to process payment transactions which include banking and credit card processing fees, foreign currency translation costs, partner fees, personnel-related expenses for our FlyMates who facilitate these payments and personnel related expenses to our FlyMates who provide implementation services to the Company’s clients.

Technology and development includes (i) costs incurred in connection with the development of the Company’s transaction processing and payments platform, new solutions, and the improvement of existing solutions, including the amortization of software and website development costs incurred in developing transaction processing and payments platform, which are capitalized, and acquired developed technology, (ii) site operations and other infrastructure costs incurred to support the transaction processing and payments platform, (iii) amortization related to capitalized cost to fulfill a contract, (iv) personnel-related expenses, including salaries, stock based compensation and other expenses, (v) hardware and software engineering, consultant services and other costs associated with the Company’s technology platform and products, (vi) research materials and facilities, and (vii) depreciation and maintenance expense.

Selling and marketing expenses consist of personnel-related expenses, including stock-based compensation expense, sales commissions, amortization of acquired customer relationship intangible assets, marketing program expenses, travel-related expenses and costs to market and promote the Company's solutions through advertisements, marketing events, partnership arrangements, and direct client acquisition.

General and administrative expenses consist of personnel-related expenses, including stock-based compensation expense for finance, risk management, legal and compliance, human resources and IT functions, costs incurred for external professional services, as well as rent, and facility and insurance costs.

Advertising Costs

Advertising costs are expensed as incurred and are included in selling and marketing expenses in the consolidated statements of operations and comprehensive income (loss). Advertising expenses were$8.8 million,$7.5 million, and$6.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Stock-Based Compensation

The Company recognizes compensation cost for all stock-based compensation awards made to employees, net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award.

The Company determines compensation expense associated with restricted stock units based on the fair value of the Company's common stock on the date of the grant.

The Company determines compensation expense associated with options to purchase shares of common stock and Employee Stock Purchase Plan (ESPP) based on the grant date fair value method using the Black-Scholes valuation model.

The Black-Scholes valuation model requires judgments and estimates. Such estimates include the exercise price, expected volatility, expected term, risk free rate, and expected dividend yield. Any changes to those estimates may have a significant impact on the stock-based compensation expense recorded and could materially impact the Company’s results of operations.

The fair value of the Company’s common stock is determined based on the closing quoted market price of the Company’s common stock.

The expected volatility is estimated based on the historical volatility of the Company’s common stock. However, since the Company’s initial public offering occurred in 2021, the Company lacked sufficient Company-specific historical and implied volatility information for its stock options granted in 2022; therefore, the Company estimated its expected stock volatility based on the historical volatility of publicly traded peer companies.

The expected term represents the period that stock-based awards are expected to be outstanding. The expected term for options grants is determined using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the stock-based awards.

The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award.

Expected dividend yield is zero based on the fact that the Company does not have a history of declaring or paying cash dividends.

Compensation expense is recognized using a straight-line amortization method over the requisite service period of the award, which is generally the vesting term offour years for stock options, one tofour years for restricted stock units, and the offering period ofsix months for ESPP. The Company has elected to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. The expected forfeiture rate is estimated based on historical experience, which was determined to be 5% for the year ending December 31, 2025.

The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive income (loss) in the same manner in which the award recipient’s payroll costs are classified.

Income Taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and the tax basis of assets and liabilities, as measured by enacted tax rates anticipated to be in effect when these differences are expected to reverse.

The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more-likely-than-not that some or all of the deferred tax assets will not be realized. The Company classifies deferred tax assets and liabilities as noncurrent within the consolidated balance sheets.

The Company accounts for uncertain tax positions using a two-step process to determine the amount of tax benefit to be recognized. First, the tax position is evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.

The Company accounts for the earnings of its foreign subsidiaries, if any, as permanently reinvested and therefore does not provide for U.S. income taxes that could result from the distribution of those earnings to the U.S. parent.

The Company is open to future tax examinations from 2021 to the present; however, carryforward attributes that were generated prior to 2021 may still be adjusted upon examination by federal, state or local tax authorities to the extent they will be used in a future period.

Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The comprehensive income (loss) for the Company equals its net income (loss) plus changes in foreign currency translation and unrealized gains (losses) on available-for-sale debt securities, net of taxes for all periods presented.

Net Income (Loss) per Share

Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting net income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding, including all potentially dilutive common shares, if the effect of such shares is dilutive. The dilutive effect of outstanding equity incentive awards is reflected in diluted net income (loss) per share by application of the treasury stock method.

In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

The rights, including the liquidation and dividend rights, of the voting and non-voting common stock are identical, except with respect to voting rights. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net income (loss) per share attributable to common stockholders are, therefore, the same for both voting and non-voting common stock on both individual and combined basis.

Revisions to Previously Issued Financial Statements

In connection with the preparation of the Company's consolidated financial statements for the nine months ended September 30, 2025, the Company identified classification errors in its consolidated statements of cash flows for the years ended December 31, 2024 and 2023. Specifically, the Company’s historical classification of the effects of exchange rate changes on the Company’s foreign denominated cash and cash equivalent balances was misclassified between the effects of exchange rate changes on cash and cash equivalents and cash flows from operating activities in its consolidated statements of cash flows for the years ended December 31, 2024 and 2023. Additionally, the Company corrected for immaterial classification errors between cash flows from operating activities for all revised periods and cash flows from investing activities for the twelve months ended December 31, 2024. The Company's consolidated statements of cash flows for the years ended December 31, 2024 and 2023 has been revised and information about the revision adjustments is disclosed below.

The Company assessed the effect of the errors on prior periods under the guidance of Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 99, “Materiality,” codified in ASC 250, Accounting Changes and Error Corrections (“ASC 250”). Based on its assessment, the Company determined the errors were not material to any previously issued financial statements. The correction has no impact on the Company's previously reported consolidated net income (loss), financial position, net change in cash, cash equivalents, and restricted cash, or total cash, cash equivalents, and restricted cash as previously reported on the Company's consolidated statements of cash flows for the applicable periods.

The following table shows the impact of the revision on the consolidated statement of cash flows for the years ended December 31, 2024 and 2023 (in thousands):

Recently Adopted Accounting Pronouncements

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures: ASU 2023-09 requires public business entities to disclose on an annual basis additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. In addition, ASU 2023-09 requires disclosure pertaining to taxes paid, net of refunds received, to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. ASU 2023-09 was effective for the Company for the annual period beginning on January 1, 2025. ASU 2023-09 should be applied on a prospective basis. However, companies have the option to apply the standard retrospectively. The Company adopted this standard on a prospective basis for the annual period ending December 31, 2025. The adoption did not impact the Company’s consolidated financial statements. The adoption resulted in enhanced disclosures related to the Company’s domestic and foreign income taxes.

Accounting Pronouncements Not Yet Adopted

The following Accounting Standards Updates (ASUs) were issued by the Financial Accounting Standards Board (FASB) but not yet adopted by Flywire as of December 31, 2025:

ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses: ASU 2024-03 is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions. The ASU requires entities to disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption; as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The amendment also requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, clarifies the amendments in ASU 2024-03 are effective for the Company for the annual period beginning on January 1, 2027, and interim reporting periods within annual reporting periods beginning January 1, 2028. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets: ASU 2025-05 provides a practical expedient and an accounting policy election related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, "Revenue from Contracts with Customers." The practical expedient allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for the Company for the annual period beginning on January 1, 2026, and interim reporting periods within those annual reporting periods beginning January 1, 2026. ASU 2025-05 should be applied on a prospective basis with early adoption permitted. The Company is currently evaluating the impact of this standard and does not expect the adoption of 2025-05 to have a material impact on its consolidated financial statements and disclosures.

ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software: ASU 2025-06 amends certain aspects of the accounting for and disclosure of software costs. Rather than identifying stages, ASC 350-40-25-12 clarifies the following must be met to begin capitalizing software costs: (i) Management, with the relevant authority, implicitly or explicitly authorizes and commits to funding a computer software project; and (ii) it is probable that the project will be completed and the software will be used to perform the function intended (probable-to-complete recognition threshold). ASU 2025-06 is effective for the Company for the annual period beginning on January 1, 2028, and interim reporting periods within those annual reporting periods beginning on January 1, 2028. ASU 2025-06 should be applied on a prospective basis with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

Note 2. Revenue and Recognition

The following table presents revenue disaggregated by geographical area and major solutions. The categorization of revenue by geographical location is determined based on the location of where the client resides.

Contract Balances from Contracts with Clients

The timing of revenue recognition, billing, and cash collection results in billed receivables, unbilled receivables, and deferred revenue on the consolidated balance sheet.

When fees are received prior to transferring services to the client under the terms of a contract, deferred revenue, which is a contract liability, is recorded. Contract liabilities are recognized as revenue when services are performed and all other revenue recognition criteria have been met.

In certain instances, the Company delivers services in advance of billing. In this case the Company recognizes unbilled receivables which is not a contract asset as the Company has an unconditional right for payment.

The following table provides information about accounts receivable, unbilled receivables, and deferred revenue from contracts with clients (in thousands):

For the year ended December 31, 2025, the Company recognized$6.7 million in revenue from amounts that were included in deferred revenue as of December 31, 2024. For the year ended December 31, 2024, the Company recognized$5.8 million in revenue from amounts that were included in deferred revenue as of December 31, 2023.

Remaining Performance Obligations

The Company has performance obligations associated with certain clients' contracts for future services that have not yet been recognized as revenue. As of December 31, 2025, the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied, including deferred revenue, was approximately$18.3 million. Of the total remaining performance obligations, the Company expects to recognize approximately 51.1% within the next year,24.0% after one year through year two and 24.9% over the next three to five years thereafter. Actual amounts and timing of revenue recognized may differ due to subsequent contract modifications, renewals and/or terminations.

Contract Costs

Incremental costs for obtaining contracts that are deemed recoverable are capitalized as contract costs and are included in other assets in the consolidated balance sheets. Such costs result from the payment of sales incentives and totaled$5.6 million,$3.4 million, and$3.5 million as of December 31, 2025, 2024, and 2023, respectively. Capitalized sales incentives are amortized over the period of benefits, which the Company has determined to bethree years. The amortization is included in selling and marketing expense line in the consolidated statements of operations and comprehensive income (loss), and totaled$2.7 million,$2.0 million, and$1.2 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Costs to fulfill a contract are capitalized when they relate directly to an existing contract or specific anticipated contract, generate or enhance resources that will be used to fulfill performance obligations and are recoverable. Such costs primarily represent set-up and implementation costs, which include any direct cost incurred at inception of a contract. The Company capitalized$4.3 million,$3.0 million, and$2.3 million of costs in December 31, 2025, 2024, and 2023, respectively within other assets on the consolidated balance sheets. These capitalized costs are amortized on a straight-line basis over the expected contract life, which generally isfive years, starting on go-live date. The amortization is included in technology and development expense line in the consolidated statements of operations and comprehensive income (loss), and totaled$1.7 million,$1.2 million, and$0.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Note 3. Segment Information

The Company has asingle operating and reportable segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the Company’s chief operating decision maker (CODM). The Company’s CODM is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. The Company's CODM evaluates company-wide performance, including allocation resources and assessing profitability, based on multiple performance measures, including, but not limited to net income (loss).

Beginning in 2024 annual reporting, the Company adopted ASU 2023-07 retrospectively. The following table presents the Company's significant segment expenses and other segment items for the years ended December 31, 2025, 2024, and 2023. The CODM does not regularly review segment asset information, which is total assets, for the purpose of assessing performance and making resource allocation decisions; therefore, such information is not presented. In the prior year, the Company presented revenue less ancillary services. During the year ended December 31, 2025, the Company updated the presentation from revenue less ancillary services to revenue. In order to conform with the current year presentation, the table below has been updated for the years ended December 31, 2024 and 2023.

(a)Personnel expense includes employees' and contractors' compensation in technology and development, selling and marketing, and general and administrative operating expenses.

(b)Other segment items in segment income include the following expenses: professional fees, marketing, travel, facilities, software, ancillary services, acquisition-related transaction costs, and other general and administrative costs.

(c)Stock-based compensation expense includes employer payroll taxes and excludes stock-based compensation relating to restructuring.

See Note 2 - Revenue and Recognition for information regarding the Company's revenue by geographic area.

Note 4. Investments

The following table summarizes the estimated fair value of available-for-sale debt securities included within short-term as of December 31, 2025 (in thousands):

As of December 31, 2025, all of the Company's available-for-sale debt securities are due within one year.

The following table summarizes the estimated fair value of available-for-sale debt securities included within short-term and long-term investments as of December 31, 2024 (in thousands):

As of December 31, 2025, none of the investments in available-for-sale debt securities were in an unrealized loss position. The following table shows fair values and gross unrealized losses for available-for-sale debt securities that were in an unrealized loss position, for which an allowance for credit losses has not been recorded, aggregated based on the duration that individual securities have been in a continuous unrealized loss position, as of December 31, 2024 (in thousands):

Unrealized losses have not been recognized into income (loss) as the Company neither intends to sell, nor anticipates that it is more likely than not that the Company will be required to sell, the securities before recovery of their amortized cost basis. The decline in fair value is due primarily to changes in market interest rates, rather than credit losses. Based on the evaluation of available evidence, the Company does not believe any unrealized losses represent other than temporary impairments.

During the year ended December 31, 2025, the Company received proceeds of$156.6 million from the sale and maturity of short-term and long-term investments. Realized gains on the sale of available-for-sale debt securities were$0.2 million during the year ended December 31, 2025. Realized losses on the sale of available-for-sale debt securities were less than$0.1 million during the year ended December 31, 2025.

Note 5. Fair Value Measurements

The following tables present the Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025 and 2024 (in thousands):

During the year ended December 31, 2025, the Company corrected the footnotes to its consolidated financial statements for the year ended December 31, 2024, related to the ASC 820 Fair Value Measurement Level classification of money market funds from NAV to Level 1. The table above reflects the appropriate fair value hierarchy classification as of December 31, 2024, which conforms with the current year presentation. The prior period reclassifications had no effect on the reported values of these instruments and the Company does not consider the impact to be material to the prior period financial statements. Other than this reclassification, during the years ended December 31, 2025, 2024, and 2023, there were no transfers between Level 1, Level 2 or Level 3.

Contingent consideration

Sertifi LLC (Sertifi)

The fair value of the contingent consideration related to the gross profit milestone from the Company’s acquisition of Sertifi in February 2025 was determined using an option pricing model and the fair value of the contingent consideration related to the technology and security integration milestones was determined using a scenario-based method. Refer to Note 10 - Business Combinations for additional details on the Sertifi acquisition. The following table presents the unobservable inputs incorporated into the fair value of the contingent consideration liability as of December 31, 2025.

(a) Probability of successful achievement was set at different targets based on the Company’s estimates on achieving them. The weighted average probability of successful achievement was 21.5% as of December 31, 2025.

Increases or decreases in the discount rate would result in a lower or higher fair value measurement, respectively. Increases or decreases in any of the probabilities of success in which the gross profit and technology and security milestones are expected to be achieved would result in higher or lower fair value measurement, respectively.

Invoiced Inc. (Invoiced)

The fair value of the contingent consideration related to the revenue milestone from the Company’s acquisition of Invoiced in August 2024 was determined using an option pricing model and the fair value of the contingent consideration related to the cross-selling, product, and security and information technology (IT) milestones was determined using a scenario-based method. As of December 31, 2025, there were no remaining contingent consideration milestones outstanding. Refer to Note 10 - Business Combinations for additional details on the Invoiced acquisition. The following table presents the unobservable inputs incorporated into the fair value of the contingent consideration liability as of December 31, 2025 and 2024.

(a) Probability of successful achievement was set at different targets based on the Company’s estimates on achieving them.

Learning Information Systems Pty Ltd. (StudyLink)

The fair value of the contingent consideration related to the revenue milestone from the Company’s acquisition of StudyLink in November 2023 was determined using an option pricing model and the fair value of the contingent consideration related to the volume of money movement, cross-selling, and engineering implementation milestones was determined using a scenario-based method. As of December 31, 2025, there were no remaining contingent consideration milestones outstanding. Refer to Note 10 - Business Combinations for additional details on the StudyLink acquisition. The following table presents the unobservable inputs incorporated into the valuation of contingent consideration as of December 31, 2025 and 2024.

(a)Probability of successful achievement was set at different targets based on the Company’s estimates on achieving them.

Changes in the fair value of contingent consideration are included as a component of general and administrative expense within the consolidated statements of operations and comprehensive income (loss). As of December 31, 2025,$2.0 million of contingent consideration are reflected in the Company's balance sheet in accrued expenses and other current liabilities. The following table summarizes the changes in the carrying value of the contingent consideration for the years ended December 31, 2025, 2024, and 2023 (in thousands):

(a) Contingent consideration when paid was bifurcated between the financing and operating sections of the consolidated statement of cash flows. Amounts paid up to the fair value initially recorded in purchase accounting is reported in the financing section, while any excess is reported in the operating section of the consolidated statement of cash flows.

Note 6. Derivative Instruments

As part of the Company’s foreign currency risk management program, the Company uses derivative instruments to mitigate the volatility related to fluctuations in foreign exchange rates. The Company entered into foreign currency forward contracts used to mitigate the currency exchange risk associated with clients and their customers' payments. In addition, during the year ended December 31, 2025, the Company entered into foreign currency forward contracts to mitigate the currency exchange risk associated with intercompany loans denominated in British Pound Sterling and the Australian dollar. The intercompany transaction derivatives are for a duration of one year with an aggregate notional amount of$83.7 million. The Company's foreign currency forward contracts are not designated as hedging instruments.

The notional amounts are generally not exchanged, but are used only as the underlying basis on which the value of foreign exchange payments under these contracts is determined. The notional amounts are not recorded on the consolidated balance sheets and are not, when viewed in isolation, a meaningful measure of the risk profile of the derivative instruments. As of December 31, 2025 and 2024, the Company had 18,355 and 18,858 open foreign exchange contracts related to clients and their customers' payments, respectively. As of December 31, 2025 and 2024, the Company had foreign currency forward contracts related to clients and their customers' payments outstanding with notional amounts of$66.5 million and$43.3 million, respectively.

The Company records all derivative instruments in the consolidated balance sheets at their fair values. The Company recorded an asset of$0.3 million and a liability of$0.4 million related to outstanding foreign exchange contracts as of December 31, 2025, respectively. The Company recorded an asset of less than$0.1 million related to outstanding foreign exchange contracts as of December 31, 2024.

The Company recorded a net loss of less than $0.1 million on the intercompany loan derivatives during the year ended December 31, 2025. The Company recognized losses on derivatives related to clients and their customers' payments of$1.3 million,$1.7 million, and$2.0 million during the years ended December 31, 2025, 2024, and 2023.

Gains and losses on the derivatives related to clients and their customers' payments are included as a component of general and administrative expense within the consolidated statements of operations and comprehensive income (loss) due to the nature of the transactions. Gains and losses on the intercompany loans derivatives are included as a component of other income (expense) in the consolidated statements of operations and comprehensive income (loss).

Note 7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of the dates presented (in thousands):

Note 8. Property and Equipment, net

Property and equipment, net consisted of the following as of the dates presented (dollars in thousands):

(a) For the year ended December 31, 2025, accumulated depreciation and amortization expense included$2,418 thousand of computer disposals

and$1,321 thousand of foreign currency translation adjustment losses. For the year ended December 31, 2024, accumulated depreciation and amortization expense included$348 thousand of computer disposals and$1,290 thousand of foreign currency translation adjustment losses.

Depreciation of property and equipment and amortization of internal-used software was$6.0 million,$5.1 million, and$4.2 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The Company capitalized$9.5 million and$5.2 million in costs related to internal-use software during the years ended December 31, 2025 and 2024.

As of December 31, 2025 and 2024, the carrying value of internal-used software was$20.2 million and$15.4 million, respectively. Amortization expense related to internal-used software was$4.8 million,$3.6 million, and$2.9 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Geographic Information

The following table summarizes the Company’s property and equipment, net based on geography (in thousands):

Note 9. Restructuring

In February 2025, the Company announced a restructuring plan designed to improve operational efficiencies, reduce operating costs, and better align the Company’s workforce with current business needs, top strategic priorities, and key growth opportunities (collectively, the Restructuring Plan). In connection with the Restructuring Plan, the Company incurred restructuring and restructuring-related charges of$8.7 million during the year ended December 31, 2025, recorded within restructuring expenses on the consolidated statements of operations and comprehensive income (loss), primarily consisting of cash expenditures for severance payments and related expenses of$6.3 million for the year ended December 31, 2025, as well as non-cash expenditures related to acceleration of vesting of share-based awards of$2.4 million for the year ended December 31, 2025. As of December 31, 2025, the accrued restructuring liability was less than$0.1 million, which is included within accrued expenses and other current liabilities in the consolidated balance sheets. Total restructuring costs were complete as of June 30, 2025.

Note 10. Business Combinations

Sertifi

On February 24, 2025, Flywire acquired all of the issued and outstanding membership interests of Sertifi LLC (Sertifi) for upfront cash consideration of$330.0 million, subject to certain post-closing adjustments set forth in the

Purchase and Sale Agreement (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. The acquisition of Sertifi was intended to accelerate the Company’s travel business and expand Flywire’s offerings to support over 20,000 hotel locations globally.

The Company paid the upfront cash consideration through a combination of cash on hand and$125.0 million borrowed from its existing 2024 Revolving Credit Facility.

During the second quarter of 2025, the Company completed its purchase accounting. The Company recorded measurement period adjustments that increased Goodwill by$0.1 million due to changes in acquired intangible assets, contingent consideration, and a working capital adjustment.

Pursuant to the terms of the Agreement, the Company acquired Sertifi for total purchase consideration of approximately$336.1 million or$328.0 million, net of cash acquired, which consisted of (in thousands):

During the year ended December 31, 2025, the Company paid$5.1 million for post-closing adjustments. The Agreement provides for contingent consideration of up to$10.0 million, with an estimated fair value of$3.1 million on the date of acquisition, and represents additional payments that Flywire may be required to make in the future which are dependent upon the successful achievement of certain targets related to gross profit as well as milestones related to Sertifi's technology and security integration.

During the year ended December 31, 2025, the Company incurred$2.6 million in transaction costs in connection with the Sertifi acquisition. These transaction costs are included in general and administrative expenses in the consolidated statements of operations and comprehensive income (loss).

The table summarizes the allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed (in thousands):

The goodwill of$251.6 million arising from the acquisition of Sertifi can be attributed to a number of business factors, including an assembled workforce and revenue and cost synergies expected to be realized. Goodwill from this acquisition is deductible for income tax purposes.

The following table reflects the fair values of the identified intangible assets of Sertifi and their respective weighted-average amortization periods.

The results of Sertifi have been included in the consolidated financial statements since the date of the acquisition. Sertifi contributed$26.4 million in platform revenue and$17.7 million in transactional revenue during the year ended December 31, 2025. The Company has not disclosed net income or loss since the acquisition date as the business was fully integrated into the consolidated Company's operations and therefore it was impracticable to determine this amount.

The following unaudited pro forma financial information shows the results of the Company’s operations for the year ended December 31, 2025 and 2024, as if the acquisition had occurred on January 1, 2024. The unaudited pro forma financial information is presented for information purposes only and is not necessarily indicative of what would have occurred if the acquisition had occurred as of that date. The unaudited pro forma information is also not intended to be a projection of future results due to the integration of the acquired operations of Sertifi. The unaudited pro forma information reflects the effects of applying the Company’s accounting policies and certain pro forma adjustments to the combined historical financial information of the Company and Sertifi. The pro forma adjustments include:

•

incremental amortization expense associated with the fair value of identified intangible assets;

•

incremental employee compensation expense for Sertifi employees;

•

interest expense for borrowings related to the acquisition;

•

•

Invoiced

On August 2, 2024, Flywire acquired all of the issued and outstanding shares of Invoiced, a U.S.-based software-as-a-service (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 the Company's global expansion in its B2B vertical. The acquisition of Invoiced has been accounted for as a business combination.

During the fourth quarter of 2024, the cash consideration, net of cash acquired and the purchase price allocation was adjusted to reflect a working capital true-up. This resulted in a $0.1 million decrease in the cash consideration, net of cash acquired and a $0.1 million decrease to goodwill. The adjusted purchase price allocation is reflected in the consolidated balance sheet as of December 31, 2024 and purchase price allocation below.

Pursuant to the terms of the business combination agreement, the Company acquired Invoiced for estimated total purchase consideration of approximately$53.2 million or$51.7 million, net of cash acquired, which consisted of (in thousands):

The purchase consideration included$2.0 million of acquisition holdback payments payable to former Invoiced shareholders in the absence of pending claims, $1.0 million on each of the first and second anniversary dates of the acquisition. During the year ended December 31, 2025, the Company released the first anniversary holdback amount of $1.0 million.

The business combination agreement provides for contingent consideration of up to$7.5 million, with an estimated fair value of$4.5 million on the date of acquisition, and represents additional payments that Flywire may be required to make in the future which are dependent upon the successful achievement of certain targets related to revenue and cross-selling of the Invoiced software as well as milestones related to the Invoiced software product and security and IT integration. As of December 31, 2025, there were no remaining contingent consideration milestones outstanding. During the year ended December 31, 2025, the Company paid$2.6 million related to the product and security and IT integration milestones being achieved. During the year ended December 31, 2024, the Company paid$1.1 million related to a product integration milestone achieved.

During the year ended December 31, 2024, the Company incurred $0.6 million in transaction costs in connection with the Invoiced acquisition, which are included in general and administrative expenses in the consolidated statements of operations and comprehensive income (loss).

The table summarizes the allocation of the purchase consideration to the assets acquired and liabilities assumed (in thousands):

The goodwill of$31.8 million arising from the acquisition of Invoiced can be attributed to a number of business factors, including an assembled workforce and the revenue and cost synergies expected to be realized. No goodwill from this acquisition will be deductible for income tax purposes.

The following table reflects the fair values of the identified intangible assets of Invoiced and their respective weighted-average amortization periods.

The results of Invoiced have been included in the consolidated financial statements since the date of the acquisition. Invoiced contributed $2.4 million in platform revenue during the year ended December 31, 2024. The Company has not disclosed net income or loss since the acquisition date as the business was fully integrated into the consolidated Company's operations and therefore it was impracticable to determine this amount.

The following unaudited pro forma financial information shows the results of the Company’s operations for the years ended December 31, 2024 and 2023 as if the acquisition had occurred on January 1, 2023. The unaudited pro forma financial information is presented for information purposes only and is not necessarily indicative of what would have occurred if the acquisition had occurred as of that date. The unaudited pro forma information is also not intended to be a projection of future results due to the integration of the acquired operations of Invoiced. The unaudited pro forma information reflects the effects of applying the Company’s accounting policies and certain pro forma adjustments to the combined historical financial information of the Company and Invoiced. The pro forma adjustments include:

•

incremental amortization expense associated with the estimated fair value of identified intangible assets;

•

incremental employee compensation expense for Invoiced employees;

•

•

StudyLink

On November 3, 2023, Flywire, through one of its Australian subsidiaries Flywire Pacific Pty Ltd., acquired all of the issued and outstanding shares of StudyLink, an Australian-based SaaS education company that provides platforms to education providers to support their student admissions systems and processes, including features such as eligibility assessment, offer generation, recruitment agent and commission management and acceptance processing. The acquisition of StudyLink was intended to accelerate the Company's growth in the Australian higher education market and enhance the Company's value proposition to payers, universities and agents in the higher education ecosystem. The acquisition of StudyLink has been accounted for as a business combination.

During the first quarter of 2024, the Company completed its purchase accounting and recorded an immaterial net working capital adjustment.

Pursuant to the terms of the business combination agreement, the Company acquired StudyLink for estimated total purchase consideration of approximately$37.6 million or$35.5 million, net of cash acquired, which consisted of (in thousands):

The business combination agreement provides for contingent consideration up to $3.9 million, with an estimated fair value of$2.7 million on the date of acquisition, and represents additional payments that Flywire may be required to make in the future which are dependent upon StudyLink's successful achievement of revenue, volume, cross-selling and engineering implementation milestones and is subject to exchange rate fluctuation adjustment between the U.S. Dollar and Australian Dollar. A portion of contingent consideration can be paid in the form of cash or shares of common stock, at the Company's option. As of December 31, 2025, there were no remaining contingent consideration milestones outstanding.

Additional payments in the form of shares of common stock will be made based on the continuing employment of a key employee; accordingly, the fair value of $2.4 million, or approximately 84,000 shares of common stock, have been excluded from the purchase consideration. These shares were fixed on the date of acquisition and payable only in common stock, therefore are equity-classified. During the years ended December 31, 2025, 2024, and 2023, the Company expensed $1.0 million, $1.2 million, and $0.2 million, respectively, in stock-based compensation associated with retention of the key employee. The stock-based compensation expense is included in the Company’s consolidated statements of operations and comprehensive income (loss) and additional paid-in capital on the consolidated balance sheet.

During the year ended December 31, 2023, the Company incurred $0.7 million in transaction costs, which are included in general and administrative expenses in the consolidated statements of operations and comprehensive income (loss).

The table summarizes the allocation of the purchase consideration to the assets acquired and liabilities assumed (in thousands):

Goodwill arising from the acquisition of$20.7 million was attributable to the assembled workforce of StudyLink and the synergies expected to arise from the acquisition. No goodwill from this acquisition will be deductible for income tax purposes.

The following table reflects the fair values of the identified intangible assets of StudyLink and their respective weighted-average amortization periods.

The results of StudyLink have been included in the consolidated financial statements since the date of the acquisition. StudyLink contributed $7.6 million and $1.4 million in platform revenue during the years ended December 31, 2024 and 2023. The Company has not disclosed net income or loss since the acquisition date as the business was fully integrated into the consolidated Company’s operations and therefore it was impracticable to determine this amount.

The following unaudited pro forma financial information shows the results of the Company’s operations for the year ended December 31, 2023 as if the acquisition had occurred on January 1, 2023. The unaudited pro forma financial information is presented for information purposes only and is not necessarily indicative of what would have occurred if the acquisition had occurred as of that date. The unaudited pro forma information is also not intended to be a projection of future results due to the integration of the acquired operations of StudyLink. The unaudited pro forma information reflects the effects of applying the Company’s accounting policies and certain pro forma adjustments to the combined historical financial information of the Company and StudyLink. The pro forma adjustments include:

•

incremental amortization expense associated with the estimated fair value of identified intangible assets;

•

incremental employee compensation expense for StudyLink employees;

•

•

Note 11. Goodwill and Acquired Intangible Assets

Goodwill

The following table summarizes the changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024 (in thousands):

Acquired Intangible Assets

Acquired intangible assets subject to amortization consisted of the following (dollars in thousands):

Amortization expense for the years ended December 31, 2025, 2024, and 2023 was$20.1 million,$12.3 million, and$11.5 million, respectively.

As of December 31, 2025, the estimated annual amortization expense of intangible assets for each of the next five years and thereafter is expected to be as follows (in thousands):

Note 12. Debt

2024 Revolving Credit Facility

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. The 2024 Revolving Credit Facility provides for an incremental facility in an amount equal to$50.0 million plus 100% of Consolidated Adjusted EBITDA based on the most recent consolidated financial information. In addition, the 2024 Revolving Credit Facility includes a$10.0 million letter of credit sub-facility and a$5.0 million swingline sub-facility, with available borrowings under the 2024 Revolving Credit Facility reduced by the amount of any letters of credit and swingline borrowings outstanding from time to time. The 2024 Revolving Credit Facility is guaranteed by Flywire’s current and future material domestic subsidiaries and is secured by substantially all of the assets of the borrowers and guarantors thereunder, subject to customary exceptions.

The 2024 Revolving Credit Facility replaced the three-year senior secured revolving credit facility of $50.0 million entered into in July 2021, under which $50.0 million was available to Flywire as of December 31, 2023. Three of the lenders under the 2024 Revolving Credit Facility were existing lenders under the 2021 Revolving Credit Facility.

On August 1, 2025, the Company entered into an amendment (the 2025 Revolving Credit Facility Amendment) to the 2024 Revolving Credit Facility with five banks to increase the total commitments from$125.0 million to$300.0 million and to 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. Four of the lenders under the 2025 Revolving Credit Facility Amendment were existing lenders under the 2024 Revolving Credit Facility.

In connection with the 2025 Revolving Credit Facility Amendment, the Company incurred debt issuance costs of$0.8 million. Debt issuance costs related to the 2024 Amended Revolving Credit Facility are amortized on a straight-line basis over the contractual term of the agreement and are presented as a component of other assets on the Company's consolidated balance sheets. The remaining debt issuance costs of$0.7 million related to the 2024 Revolving Credit Facility will continue to be amortized on a straight-line basis over the contractual term of the new agreement and are presented as a component of other assets on the Company's consolidated balance sheets. The 2025 Revolving Credit Facility Amendment of the 2024 Revolving Credit Facility from the existing lenders was accounted for as a modification.

The 2024 Amended Revolving Credit Facility consists of Alternate Base Rate (ABR) borrowings or Term Secured Overnight Financing Rate (SOFR) borrowings, at the Company’s option.

ABR borrowings bear interest at the ABR plus the applicable rate. Term SOFR borrowings bear interest at the Adjusted Term SOFR for the interest period plus the applicable rate. The ABR rate is based on the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 1/2 of 1%, or (c) the Adjusted Term SOFR for a one-month interest period, plus 1%. The Adjusted Term SOFR is equal to the sum of (a) Term SOFR for such interest period, plus (b) the SOFR adjustment of 0.10%. The applicable rate is based upon the Company’s consolidated total net leverage ratio as of the most recent consolidated financial information and ranges from 1.0% to 2.5%. The 2024 Amended Revolving Credit Facility incurs a commitment fee ranging from 0.25% to 0.35% based upon the Company’s consolidated total net leverage ratio as of the most recent consolidated financial information assessed on the average available commitment.

The 2024 Amended Revolving Credit Facility contains customary affirmative and negative covenants and restrictions typical for a financing of this type that, among other things, require the Company to satisfy certain financial covenants and restrict the Company’s ability to incur additional debt, pay dividends and make distributions, make certain investments and acquisitions, repurchase its stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of its business, enter into sale-leaseback transactions, transfer and sell material assets, and merge or consolidate. Non-compliance with one or more of the covenants and restrictions could result in the full or partial principal balance of the 2024 Amended Revolving Credit Facility becoming immediately due and payable and termination of the commitments. The Company was in compliance with all covenants associated with the 2024 Amended Revolving Credit Facility as of December 31, 2025.

During 2025, the Company drew down$125.0 million under the 2024 Amended Revolving Credit Facility in connection with the acquisition of Sertifi. During 2025, the Company fully repaid the$125.0 million outstanding against the 2024 Amended Revolving Credit Facility. As of December 31, 2025 and 2024, the Company hadno borrowings outstanding under the 2024 Amended Revolving Credit Facility and 2024 Revolving Credit Facility, respectively.

2021 Revolving Credit Facility

On July 29, 2021, the Company entered into the 2021 Revolving Credit Facility with three banks for a total commitment of $50.0 million. The 2021 Revolving Credit Facility included a $5.0 million letter of credit sub-facility and a $5.0 million swingline sub-facility, with available borrowings under the 2021 Revolving Credit Facility reduced by the amount of any letters of credit and swingline borrowings outstanding from time to time. The 2021 Revolving Credit Facility was guaranteed by Flywire’s material domestic subsidiaries.

The 2021 Revolving Credit Facility consisted of ABR loans or Eurodollar Borrowings, at the Company’s option.

On June 23, 2023, the Company executed the First Amendment to the 2021 Revolving Credit Facility to transition determination of the interest rate from the LIBOR benchmark rate to the SOFR benchmark rate effective June 30, 2023.

As of December 31, 2025 and 2024, there wasno outstanding indebtedness under the 2021 Revolving Credit Facility.

Interest expense for the years ended December 31, 2025, 2024, and 2023 was$3.5 million,$0.5 million, and$0.4 million, respectively. Included in interest expense for the years ended December 31, 2025, 2024, and 2023 was$0.3 million,$0.2 million, and$0.3 million of amortization of debt issuance costs, respectively.

Letters of Credit

As of December 31, 2025 and 2024, the Company had an outstanding and unused letters of credit in the amount of approximately$7.9 million and$2.5 million, respectively, for the purpose of protecting third-party service providers against defaults. The letters of credit may be terminated at any time by the Company upon notice.

Note 13. Stockholders’ Equity

Preferred Stock

The Company’s current amended and restated certificate of incorporation, which was filed on May 28, 2021, authorizes the issuance of 10,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share with rights and preferences, including voting rights, designated from time to time by the board of directors.

Common Stock

The Company’s current amended and restated certificate of incorporation authorizes the issuance of 2,000,000,000 shares of voting common stock with a par value of $0.0001 per share and 10,000,000 shares of non-voting common stock with a par value of $0.0001 per share. The voting and non-voting shares are identical, except that holders of voting common stock are entitled to one vote for each share on each matter properly submitted to the Company’s stockholders for their vote, while holders of non-voting common stock are not entitled to vote on such matters. Holders of voting common stock and non-voting common stock areentitled to receive any dividends as may be declared from time to time by the board of directors. As of December 31, 2025 and 2024, no cash dividends have been declared or paid.

Holders of the Company's voting common stock have no conversion rights while each share of non-voting common stock automatically converts into common stock on a one-to-one basis without the payment of additional consideration upon the transfer thereof in (i) a widespread public distribution, including pursuant to Rule 144 under the Securities Act, (ii) a transfer (including a private placement or a sale pursuant to Rule 144 under the Securities Act) in which no one party acquires the right to purchase 2% or more of any class of voting securities (as such term is used for the purposes of the Bank Holding Company Act of 1956, as amended), (iii) an assignment to a single party (for example, a broker or investment banker) for the purposes of conducting a widespread public distribution, or (iv) to a party who would control more than 50% of the Company's voting securities without giving effect to the shares of non-voting common stock transferred by the holder. Other than in the event of such transfers, shares of non-voting common stock shall not be convertible into any other security.

Share Repurchase Program

On August 6, 2024, the Company announced a share repurchase program of up to $150.0 millionof outstanding voting and non-voting common stock for an indefinite period as part of the Company’s capital deployment strategy (Repurchase Program). On July 30, 2025, the Company's board of directors approved an increase in the aggregate amountof voting and non-voting common stock outstanding that may be repurchased under the Repurchase Program by an additional $150.0 million, bringing the total authorized amount under the Repurchase Program to$300.0 million.

Repurchases under the Repurchase Program may be made from time to time through open market purchases, in privately negotiated transactions or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions, including Rule 10b-18. The timing, value and number of shares repurchased will be determined by the Company in its discretion and will be based on various factors, including an evaluation of current and future capital needs, current and forecasted cash flows, the Company’s capital structure, cost of capital and prevailing stock prices, general market and economic conditions, applicable legal requirements, and compliance with covenants in the Company’s credit facility that may limit share repurchases based on defined leverage ratios. The Repurchase Program does not obligate the Company to purchase a specific number of, or any, shares and may be modified, suspended or terminated at any time without notice at the Company’s discretion.

During the year ended December 31, 2025, the Company repurchased 5,623,829 shares of its common stock for an aggregate amount, including commissions and accrued excise tax, of$72.9 million under the Repurchase Program. The repurchased shares are currently being held as treasury stock. As of December 31, 2025, approximately$181.9 million of the$300.0 million authorized amount under the Repurchase Program remained available for future repurchases.

All of the Company’s repurchases are subject to a 1% excise tax enacted by the Inflation Reduction Act of 2022 (the IRA). The amount of share repurchases subject to the excise tax are reduced by the fair market value of any shares issued during the taxable year. For the year ended December 31, 2025, the accrued excise tax liability pursuant to the IRA was$0.3 million, which is included in the cost of treasury stock and accrued expenses and other current liabilities on the Company's consolidated balance sheet.

Treasury Stock

The Company may issue treasury stock upon the exercise of stock options and vesting of restricted stock units granted under its equity incentive plans. The Company issued 45,374 treasury shares at an average cost of$10.79 per share during the year ended December 31, 2025. The Company issued 30,927 treasury shares at an average cost of$0.32 per share during the year ended December 31, 2024. The Company intends to issue treasury shares as long as an adequate number of those shares are available.

Comprehensive Income (Loss)

Comprehensive income (loss) includes all changes in equity during the period and is comprised of net income (loss) and other comprehensive income (loss). Accumulated other comprehensive (loss) income (AOCI) reported on the Company's consolidated balance sheets for the year ended December 31, 2025 consists of foreign currency translation adjustment and the unrealized gains and losses, net of applicable taxes, on available-for-sale debt securities.

The following tables summarize the changes in AOCI for the years ended December 31, 2025 and 2024 (in thousands):

Changes in AOCI for the year ended December 31, 2023, consisted of foreign currency translation adjustment only. Refer to the Company's consolidated statements of stockholders’ equity for the changes in AOCI for the year ended December 31, 2023.

Reserved Shares of Common Stock for Future Issuance

As of December 31, 2025, the Company had reserved shares of common stock for future issuance as follows:

Note 14. Stock-Based Compensation

Equity Incentive Plan

In April 2021, the Company’s board of directors adopted, and in May 2021 its stockholders approved, the 2021 Equity Incentive Plan (the 2021 Plan).

No further awards are being made under the Company’s 2009 Equity Incentive Plan, as amended (the 2009 Plan) or the Company’s 2018 Stock Incentive Plan (the 2018 Plan); however, awards outstanding under each of the 2009 Plan and 2018 Plan will continue to be governed by their existing terms. With the establishment of the 2021 Plan, upon the expiration, forfeiture, cancellation, or reacquisition of any stock-based awards granted under the 2009 Plan or 2018 Plan, an equal number of shares will become available for grant under the 2021 Plan. The 2021 Plan, 2018 Plan and 2009 Plan are collectively referred to as the “Equity Incentive Plans”.

The 2021 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards and other forms of equity compensation (collectively, equity awards). A total of 26,116,754 shares of the Company’s common stock have been reserved for issuance under the 2021 Plan in addition to (i) any annual automatic evergreen increases in the number of shares of common stock reserved for issuance under the 2021 Plan and (ii) upon the expiration, forfeiture, cancellation, or reacquisition of any stock-based awards granted under the 2009 Plan or 2018 Plan, an equal number of shares of common stock will become available for grant under the 2021 Plan.

As of December 31, 2025, a total of 16,719,176 shares of the Company's common stock were available for future issuance under the 2021 Plan.

Stock Options

Stock options granted under the 2009 Plan, 2018 Plan, and the 2021 Plan generally vest based on continued service over four years and expire withinten years from the date of grant. Any options that are cancelled or forfeited before expiration become available for future grants.

The following table summarizes the stock option activity for the year ended December 31, 2025:

The aggregate intrinsic value was calculated as the difference between exercise price of the underlying awards and the closing price of the Company’s common stock at December 31, 2025. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2025, 2024, and 2023 was$8.2 million,$33.8 million, and$89.8 million, respectively.

The Company did not grant any options to purchase shares of common stock during the year ended December 31, 2025, 2024, and 2023.

The Company received cash proceeds from the exercise of options to purchase common stock of$2.3 million,$5.6 million, and$10.4 million during the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2025, there was$0.1 million of total unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 0.16 years.

Restricted Stock Units

The Company awarded restricted stock units to employees and certain non-employee board members under the 2021 Plan. The fair value of each restricted stock unit is estimated based on the fair value of the Company's common stock on the date of the grant. The restricted stock units vest over the requisite service period, which range betweenone andfour years from the date of the grant, subject to the continued employment of the employees and service of the non-employee board members.

The following table summarizes the restricted stock units activity for the year ended December 31, 2025:

(a) Includes 389,210 shares netted for tax.

As of December 31, 2025, there was$127.5 million of total unrecognized compensation expense related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 2.72 years.

Employee Stock Purchase Plan

In April 2021, the Company’s board of directors adopted, and in May 2021 its stockholders approved, the 2021 Employee Stock Purchase Plan (ESPP), which became effective on May 28, 2021. The ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to "eligible employees". A total of 5,539,474 shares of common stock have been reserved for future issuance under the ESPP, in addition to any annual automatic evergreen increases in the number of shares of common stock reserved for future issuance under the ESPP. The price at which common stock is purchased under the ESPP is equal to 85% of the fair market value of a share of common stock on the first or last day of the offering period, whichever is lower. Eligible employees can contribute up to the lesser of 15% of their eligible compensation and the IRS limit. Offering periods are generally six months long.

As of December 31, 2025, a total of 5,539,474 shares of the Company's common stock were available for future issuance under the ESPP.

As of December 31, 2025, there was no unrecognized compensation expense related to the ESPP.

Stock-Based Compensation Costs

The following table summarizes the stock-based compensation expense for (i) stock options and restricted stock units granted to employees and non-employee board members and (ii) ESPP shares that were purchased by employees that were recorded in the Company’s consolidated statements of operations and comprehensive income (loss) (in thousands):

During the years ended December 31, 2025 and 2024,$2.0 million, and$1.5 million, respectively, of stock-based compensation wascharged to internal-use software, deferred contract costs, and cloud-computing arrangement implementation costs. During the year ended December 31, 2023, there wasno stock-based compensation capitalizedto internal-use software. The Company recognized $7.4 million, $10.4 million, and $15.1 million of tax benefits associated with stock-based compensation during years ended December 31, 2025, 2024, and 2023, respectively.

On November 6, 2023, the Company entered into a Transition Agreement with its previous Chief Financial Officer (Prior CFO), pursuant to which the Company modified its Prior CFO's outstanding stock options and restricted stock units. As a result of this modification, the Company recognized additional compensation expense of $1.3 million and $0.7 million during the years ended December 31, 2024 and 2023, respectively. The Company recognizedno additional compensation expense for the year ended December 31, 2025.

Note 15. Net Income (Loss) per Share

Basic and diluted net income (loss) per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts):

For periods in which the Company is in a loss position, basic net loss per share attributable to common stockholders is the same as diluted net loss per share attributable to common stockholders. Outstanding potentially dilutive securities, which were excluded from the diluted net income (loss) per share calculations because they would have been antidilutive were as follows as of the dates presented:

Note 16. Income Taxes

The following table presents the components of income (loss) before income taxes (in thousands):

The following table summarizes the components of the Company’s provision for (benefit from) income taxes (in thousands):

We have elected to prospectively adopt the guidance in ASU 2023-09. The following table is a reconciliation of the United States (“U.S.”) federal statutory income tax rate to the Company’s effective income tax rate for the year ended December 31, 2025 in accordance with the guidance in ASU 2023-09 (dollars in thousands):

(a) The jurisdictions that contribute to the majority of the tax effect in this category are California, Florida, Massachusetts, and Michigan.

(b) The jurisdictions that contribute to the majority of the tax effect in this category are Canada, China, and Japan.

The following table is a reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09 (dollars in thousands):

During the years ended December 31, 2025 and 2023, the Company recorded an income tax provision of$7.9 million and$4.2 million, respectively, and for the year ended December 31, 2024, the Company recorded an income tax benefit of$1.0 million, which is primarily attributable to foreign activity and U.S. state taxes. The$1.0 million income tax benefit for the year ended December 31, 2024, also reflected a release of a portion of the U.S. valuation allowance due to deferred tax liabilities recorded as part of the Invoiced acquisition.

On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act of 2025 ("OBBBA") which includes, among other provisions, changes to the U.S. corporate income tax system. These changes are generally effective for tax years beginning after December 31, 2025, except for changes related to the immediate expensing of research and development expenditures, including ability to deduct 100% or 50% (over 2 years) of unamortized domestic research and experimental expenditures, and the reinstatement of 100% bonus depreciation, which were retroactively effective for tax years beginning after December 31, 2024 and for property placed in service after January 19, 2025, respectively. The changes that were retroactively enacted were reflected in the income tax provision for the year ended December 31, 2025 and did not have a material effect on our financial statements. The Company will continue to assess the changes effective for tax years beginning after December 31, 2025, but does not expect such changes will have a material effect on our financial statements in future periods.

During the year ended December 31, 2025, the Company paid income taxes (net of refunds received) of$11.1 million. A reconciliation of the amount of income taxes paid (net of refunds received) is as follows (in thousands):

During the years ended December 31, 2024 and 2023, the Company paid income taxes (net of refunds received) of$7.7 million and$4.2 million, respectively.

The Company’s deferred tax assets and liabilities consisted of the following components (in thousands):

As of December 31, 2025, the Company had gross federal and state net operating loss (“NOL”) carryforwards of$48.1 million and$81.6 million, respectively, out of which$2.4 million of federal NOL carryforwards and$81.6 million of state NOL carryforwards both begin to expire in 2031. Additionally,$45.7 million of federal NOL carryforwards have indefinite lives. As of December 31, 2025, the Company has gross foreign NOL carryforwards of$1.5 million which have indefinite lives. The federal, state, and foreign NOL carryforwards may be available to reduce future federal, state, and foreign taxable income, respectively.

Asof December 31, 2025, the Company had federal and state research and development tax credit carryforwards of $8.7 million and $0.3 million, respectively, which begin to expire in 2040 and 2028, respectively. The federal and state research and development tax credit carryforwards may be available to reduce future federal and state tax, respectively.

Ownership changes, as defined under Internal Revenue Code Section 382, and similar state provisions may limit the amount of federal and state NOL and credit carryforwards that can be utilized annually to offset future federal and state taxable income and tax. Generally, an ownership change occurs when the ownership percentage of 5% or greater stockholders increases by more than 50% over athree-year period. Accordingly, the purchase of the Company’s stock in amounts greater than specified levels could limit the Company’s ability to utilize federal and state NOL and credit carryforwards for tax purposes. During 2022, the Company completed a Section 382 study and as a result of the ownership changes identified, $1.6 million of Flywire’s NOLs and $0.2 million of Simplificare Inc.’s NOLs will expire unutilized, assuming sufficient taxable income is generated in the future. The Company updated its Section 382 study through the 2024 tax year, and determined there are no additional limitations in using federal and state NOL and credit carryforwards. The Company does not believe an ownership change within the meaning of Sections 382 and 383 has occurred through December 31, 2025. Therefore, the Company does not believe that its NOLs and credit carryforwards are limited or that any of its carryforwards would expire unused. The Company expects to refresh its Section 382 study in 2026.

In assessing the realizability of its deferred tax assets, the Company considered whether it was more likely than not that some portion or all of the deferred tax assets would not be realized. The realization of deferred tax assets depends upon the generation of future taxable income. The Company has evaluated the positive and negative evidence bearing upon the realizability and determined that it is more likely than not that the Company will not realize the benefits of the deferred tax assets, and as a result, the Company continues to maintain a valuation allowance against federal, state and certain foreign deferred tax assets as of December 31, 2025 and 2024. The Company will continue to maintain a full valuation allowance on its deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of this allowance. The Company believes that there is a reasonable possibility that sufficient positive evidence may become available to reach a conclusion that a portion of the valuation allowance may no longer be needed in the foreseeable future. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. The exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company is able to actually achieve.

During the year ended December 31, 2025, the Company recorded a net decrease in the valuation allowance of$5.0 million, which is primarily due to deferred tax liabilities as a result of tax deductible goodwill as part of the Sertifi acquisition and NOL utilization. During the year ended December 31, 2024, the Company recorded a net increase in the valuation allowance of $3.7 million, which is primarily due to an increase of $4.8 million related to capitalized research and development costs and $7.0 million research and development tax credit carryforwards as a result of research and development study conducted during 2024, offset by a valu ation allowance release of $1.0 million in a foreign jurisdiction and $4.9 million release of valuation allowance against deferred tax liabilities acquired in the Invoiced acquisition. During the year ended December 31, 2023, the Company recorded a net increase in the valuation allowance of $2.8 million, which is primarily due to an increase of $12.1 million related to capitalized research and development costs, offset by NOL utilization in the U.S. and the U.K. Changes in the valuation allowance are summarized as follows (in thousands):

The Company permanently reinvests its excess book over tax outside basis differences, including unremitted earnings and cumulative translation adjustments, of its foreign subsidiaries. No income taxes have been provided on such outside basis differences at December 31, 2025. Any permanently reinvested outside basis differences could reverse if we make distributions, sell our foreign subsidiaries or various other events occur, none of which were considered probable as of December 31, 2025. As of December 31, 2025, the amount of the unrecognized deferred income taxes related to such outside basis difference would not be material to our financial statements.

As of December 31, 2025, 2024, and 2023, the Company accrued$1.3 million,$1.3 million, and$0.8 million related to reserves for uncertain tax positions, inclusive of interest and penalties, respectively. This includes potential tax benefits of$0.3 million,$1.0 million, and$0.5 million, respectively, that, when recognized, would impact the effective tax rate. As of December 31, 2025,$1.0 million of the reserve for uncertain tax positions is reflected as a reduction to deferred taxes and the remaining balance is recorded as a component of other liabilities in the consolidated balance sheet.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, exclusive of interest and penalties, is as follows(in thousands):

The Company did not recognize any accrued interest and penalties for the years ended December 31, 2025, 2024, and 2023 related to the reserves for uncertain tax positions in the income tax provision. Included in the total reserve for uncertain tax positions are accrued interest and penalties of$0.1 million,$0.2 million, and$0.2 million at December 31, 2025, 2024, and 2023, respectively.

The Company files income tax returns as prescribed by the tax laws of the jurisdiction in which it operates. In the normal course of its business, the Company is subject to examination by federal, state and foreign jurisdictions, where applicable. The Company is open to future federal tax examinations by the Internal Revenue Service from 2022 to the present; however, carryforward attributes that were generated prior to 2022 may still be adjusted upon examination to the extent they will be used in a future period. The Company remains open to examination by other foreign tax authorities from 2021 to the present.

Note 17. Leases

Operating Leases

The Company leases certain real estate for its primary facilities under operating leases that expire at various dates between one and five years. There were no finance lease obligations as of December 31, 2025 and 2024.

ROU assets are included in other assets and operating lease liabilities are included in accrued expenses and other current liabilities and other liabilitiesin the consolidated balance sheets.

Supplemental cash flow information related to leases was as follows (in thousands):

Future minimum lease payments as of December 31, 2025, were as follows (in thousands):

The components of operating lease expense during the years ended December 31, 2025, 2024, and 2023 are shown on the table below (in thousands):

Note 18. Commitments and Contingencies

Legal proceedings

The Company is subject to various legal proceedings and claims from time to time, the outcomes of which are subject to significant uncertainty. The Company records an accrual for legal contingencies when it has determined that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In making such determinations, the Company evaluates, among other things, the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, and the ability to make a reasonable estimate of the loss. If the occurrence of liability is probable, the Company will disclose the nature of the contingency, and if estimable, will provide the likely amount of such loss or range of loss.

As of December 31, 2025, other than the pending securities class action claim described below, the Company was not a party to any litigation the outcome of which, the Company believes, if determined adversely to it, would individually or in the aggregate, have a material adverse effect on its financial position, results of operations, or cash flows.

In the course of enhancing its sanctions compliance function, the Company initiated an internal review that identified issues related to the Company’s compliance with sanctions promulgated by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), including payments that may have originated from sanctioned jurisdictions or sanctioned persons. Although Flywire continues to evaluate whether these or other transactions constitute potential violations of sanctions (including whether certain of these payments may have been authorized by general licenses or license exemptions under the relevant sanctions regulations), Flywire has made voluntary submissions to OFAC to report the apparent violations and provide supplemental information. Flywire is currently engaging with OFAC to resolve these matters. Based upon the results of the internal investigation completed to date, the Company does not believe that the amount of any loss incurred as a result of this matter would be material to its business, financial condition, results of operations or cash flows.

On July 25, 2025, the Company and certain of its current and former officers were named as defendants in a securities class action complaint captioned Hickman v. Flywire Corporation filed in the United States District Court for the Eastern District of New York on behalf of a putative class of investors who purchased Flywire securities from February 28, 2024, through February 25, 2025. In January 2026, the complaint was amended to, among other matters, remove a former officer from the claim and modify the class period to the time period between May 21, 2024 through February 25, 2025. Plaintiff alleges that the defendants violated Sections 10(b) and 20(a) of the Exchange Act by purportedly overstating the strength and sustainability of the Company's revenue growth and understating the negative impact of certain government permit and visa related policies on the business. The lawsuit seeks unspecified damages, costs, attorneys’ fees, and other relief. The Company believes to have strong defenses against the asserted claims and intends to vigorously defend itself.

The Company cannot reasonably estimate the maximum potential exposure or the range of possible loss for this matter. Taking into account discussions with the Company's external lawyers, Flywire does not consider the probability of an outflow of resources to be sufficient to recognize a provision at the balance sheet date. In the Company's opinion, these matters constitute contingent liabilities as of the balance sheet date. However, it is currently impractical for the Company to estimate with sufficient reliability the respective contingent liabilities.

Indemnification

In the ordinary course of business, the Company agrees to indemnify certain partners and clients against third-party claims asserting infringement of certain intellectual property rights, data privacy breaches, damages caused to property or persons, or other liabilities relating to or arising from the Company’s payment platform or other contractual obligations. In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any pending indemnification matters or claims, individually or in the aggregate, that are expected to have a material adverse effect on its financial position, results of operations, or cash flows and had not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2025 and 2024.

Note 19. Employee Benefit Plan

The Company has established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Matching contributions to the plan may be made at the discretion of the Company’s board of directors. The Company made contributions of$1.7 million,$1.5 million, and$1.4 million to the plan during the years ended December 31, 2025, 2024, and 2023, respectively.