Flywire Corp

Previous wording

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

Current wording

Rapid domestic and international payments volume growth. We have grown our total payment volume by approximately 36.5% period-over-period from $8.4 billion during the three months ended March 31, 2025 to $11.4 billion during the three months ended March 31, 2026.

Previous wording

Strong dollar-based net retention. For the year ended December 31, 2024, our annual net dollar-based retention rate was approximately 114%. We calculate the annual net dollar-based retention rate for a given year based on the weighted average of the quarterly net dollar-based retention rates for each quarter in that year. We calculate the quarterly net dollar-based retention rate for a given quarter by dividing the revenue we earned in that quarter by the revenue we earned from the same clients in the corresponding quarter of the previous year. Our calculation of quarterly net dollar-based revenue rate for a given quarter only includes revenue from clients that were clients at the beginning of the corresponding quarter of the previous year.

Current wording

Strong dollar-based net retention. For the year ended December 31, 2025, our annual net dollar-based retention rate was approximately 110%. We calculate the annual net dollar-based retention rate for a given year based on the weighted average of the quarterly net dollar-based retention rates for each quarter in that year. We calculate the quarterly net dollar-based retention rate for a given quarter by dividing the revenue we earned in that quarter by the revenue we earned from the same clients in the corresponding quarter of the previous year. Our calculation of quarterly net dollar-based revenue rate for a given quarter only includes revenue from clients that were clients at the beginning of the corresponding quarter of the previous year.

Previous wording

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

Current wording

As of March 31, 2026, we serve approximately 5,100 clients around the world, excluding clients acquired from the Sertifi and Invoiced acquisitions. In education, we serve more than 3,200 institutions. In healthcare, we power more than 150 healthcare systems, including four of the top 10 healthcare systems in the United States ranked by hospital size as of December 31, 2025. In our travel and B2B verticals, we have a growing portfolio of approximately 1,700 clients.

Previous wording

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

Current wording

Our success in building our client base around the world and expanding utilization by our clients’ customers has allowed us to achieve significant scale. We enabled over $37.6 billion, $11.4 billion, and $8.4 billion in total payment volume during the year ended December 31, 2025 and three months ended March 31, 2026 and 2025, respectively. We generated revenue of $623.0 million and $492.1 million for the years ended December 31, 2025 and 2024, respectively, and reported net income of $13.5 million and $2.9 million, respectively, for the same years. We generated revenue of

Previous wording

2023, respectively, and had net income of $2.9 million and net loss of $8.6 million, respectively, for the same years. We generated revenue of $465.5 million and $374.6 million for the nine months ended September 30, 2025 and 2024, respectively, and had net income of $13.5 million and $18.8 million, respectively, for the same periods.

Current wording

$188.1 million and $133.5 million for the three months ended March 31, 2026 and 2025, respectively, and reported net income of $12.5 million and net loss of $4.2 million, respectively, for the same periods.

Previous wording

While we have experienced significant growth and increased demand for our solutions over recent periods, we may continue to incur losses in the short term and may not be able to achieve or maintain profitability in the future. Our marketing is focused on generating leads to develop our sales pipeline, building our brand and market awareness, scaling our network of partners and growing our business from our existing client base. We believe that these efforts will result in an increase in our client base, revenues, and improved margins in the long term. To manage any future growth effectively, we must continue to improve and expand our IT and financial infrastructure, our operating and administrative systems and controls, and our ability to manage headcount, capital, and processes in an efficient manner. Additionally, we face intense competition in our markets, and to succeed, we need to innovate and offer solutions that are differentiated from legacy payment solutions. We must also effectively hire, retain, train, and motivate qualified personnel and senior management. There are also circumstances beyond our control which can materially impact our business that we need to respond to, including, but not limited to fluctuations in exchange rates. If we are unable to successfully address these challenges, our business, operating results, and prospects could be adversely affected.

Current wording

While we have experienced significant growth and increased demand for our solutions over recent periods, we may incur losses in the short term and may not be able to achieve or maintain profitability in the future. Our marketing is focused on generating leads to develop our sales pipeline, building our brand and market awareness, scaling our network of partners and growing our business from our existing client base. We believe that these efforts will result in an increase in our client base, revenues, and improved margins in the long term. To manage any future growth effectively, we must continue to improve and expand our IT and financial infrastructure, our operating and administrative systems and controls, and our ability to manage headcount, capital, and processes in an efficient manner. Additionally, we face intense competition in our markets, and to succeed, we need to innovate and offer solutions that are differentiated from legacy payment solutions. We must also effectively hire, retain, train, and motivate qualified personnel and senior management. There are also circumstances beyond our control which can materially impact our business that we need to respond to, including, but not limited to fluctuations in exchange rates. If we are unable to successfully address these challenges, our business, operating results, and prospects could be adversely affected.

Previous wording

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

Current wording

We had approximately 1,460 full-time FlyMates as of March 31, 2026, compared to approximately 1,180 full-time FlyMates as of March 31, 2025, an increase of 23.7%.

Previous wording

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

Current wording

In February 2025, we entered into a Purchase and Sale Agreement (the Agreement) to acquire the business of Sertifi LLC (Sertifi) for upfront cash consideration of $330.0 million, subject to certain post-closing adjustments set forth in the Agreement, and contingent consideration of up to $10.0 million upon the completion or satisfaction of certain technical and commercial milestones by Sertifi, with an estimated fair value of $3.1 million on the date of acquisition. During the year ended December 31, 2025, we paid $5.1 million for post-closing adjustments. Sertifi is a vertical software and payments platform digitizing hospitality-specific workflows and associated payments. We paid the upfront cash consideration through a combination of cash on hand and borrowings from our 2024 Revolving Credit Facility. The acquisition of Sertifi was intended to accelerate our travel business and expand our offerings to support over 20,000 hotel locations globally. Sertifi contributed $3.0 million in platform revenue and $1.7 million in transactional revenue during the three months ended March 31, 2025.

Previous wording

See Note 10 - Business Combinationsto our unaudited condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q for additional details related to these acquisitions.

Current wording

See Note 10 - Business Combinationsin our unaudited condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q for additional details related to this acquisition.

Previous wording

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

Current wording

In February 2025, we announced a restructuring plan designed to improve operational efficiencies, reduce operating costs and better align our workforce with current business needs, top strategic priorities, and key growth opportunities (collectively, the Restructuring Plan). In connection with the Restructuring Plan, we incurred restructuring and restructuring-related charges of $8.7 million during the year ended December 31, 2025, recorded within restructuring expenses on the condensed consolidated statements of operations and comprehensive income. Restructuring costs during the year ended December 31, 2025, primarily consisted of cash expenditures for severance payments and related expenses of $6.3 million and non-cash expenditures related to acceleration of vesting of share-based awards of $2.4 million. As of March 31, 2026, the accrued restructuring liability has been settled in full.

Previous wording

In addition, sustaining our growth requires continued adoption of our platform by new clients and further adoption of use cases such as payment plans, by our clients’ customers. Our ability to influence our clients to expand their customers’ usage of our platform also depends on our ability to successfully introduce new solutions, such as our solutions to support payments by international education consultants and our B2B solutions.

Current wording

In addition, sustaining our growth requires continued adoption of our platform by new clients and further adoption of use cases such as payment plans, by our clients’ customers. Our ability to influence our clients to expand their customers’ usage of our platform also depends on our ability to successfully introduce new solutions, such as our solutions to support payments by international education consultants, B2B solutions, and our student financial software (SFS) solution, which provides institutions a comprehensive platform spanning the student financial lifecycle.

Previous wording

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

Current wording

Our revenue is affected by several factors, including the amount of payment volume processed by us on behalf of our clients, the industry in which our clients operate, the currency in which payments are made and received, the method of payment and the number of payment plans initiated by our clients’ customers. For example, we recognize more transaction revenue as our clients engage in cross border payment flows compared to domestic payments, which may increase or decrease depending on the industry in which our clients operate. In addition, the mix of payment methods utilized by our clients’ customers may have an impact on our margins given that our costs associated with certain payment methods, such as credit cards, are higher than other payment methods accepted by our solutions, such as bank transfers.

Previous wording

We make significant investments in both new solutions and existing solution enhancement. New solution features and functionality are brought to market through a variety of distribution and promotional activities. We plan to continue to adopt emerging technologies, expand our library of software integrations and invest in the development of more features. At the same time, we are optimizing our systems and tools, consolidating our vendor footprint and automating processes. While we expect our expenses related to technology and development to increase, we believe these investments will contribute to long-term growth and profitability.

Current wording

We make significant investments in both new solutions and existing solution enhancement. New solution features and functionality are brought to market through a variety of distribution and promotional activities. We plan to continue to adopt emerging technologies, expand our library of software integrations and invest in the development of more features. While we expect our expenses related to technology and development to increase, we believe these investments will contribute to long-term growth and profitability.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Revenue from our education clients, which primarily includes clients in the United States, Canada, U.K., Europe, and Asia Pacific/Australia, is affected by several factors, including policies enacted by government organizations around the world that cap the issuance of international student visas. In January 2024, the Canadian government announced what at the time appeared to be a temporary intake cap on international student permit applications to stabilize new growth for a period of two years. This cap – intended to address Canada’s housing shortage, overburdened health systems, and rising costs of living – has reportedly reduced the number of international students coming to Canada by about 40% since implementation. Building on these changes, the Immigration, Refugees, and Citizenship Canada (IRCC) announced in January 2025 that new study permits for international students will be reduced by 10% from the 2024 target of 485,000 to 437,000 in 2025 and 2026. In November 2025, the IRCC announced that it expects to issue up to 408,000 study permits, including 155,000 to newly arriving international students, as outlined in the 2026–2028 Immigration Levels Plan, and 253,000 extensions for current and returning students. This number is 7% lower than the 2025 issuance target of 437,000 and 16% lower than the 2024 issuance target of 485,000. As of January 1, 2026, master’s and doctoral level students enrolled at a public designated learning institution in Canada will not need to submit a provincial or territorial attestation letter with their study permit application. When first instituted by the IRCC, the cap initially excluded students enrolled in master’s and PhD programs, but the IRCC more recently included master’s and doctoral students within the cap. Additionally, in November 2024, Canada ended its Student Direct Stream (SDS) program for expedited international student visa processing, and international students applying to study in Canada no longer need to prepay tuition to apply for a study permit. These limitations have resulted in a corresponding reduction in payment flows, which had an adverse effect on our business in the three months ended March 31, 2026.

Previous wording

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

Current wording

Similarly, since late 2023, the Australian government has taken similar actions to tighten international student visa rules, including an increase in the amount of minimum savings that international students would need to have in order to obtain a visa, raising the standards of the English language proficiency requirements for student and graduate visas, a 125% increase in the visa fee for international students, and the imposition of a ban for holders of visitor visas and students holding temporary graduate visas from applying for a student visa while in Australia. In August 2024, the Australian government announced the setting of a national planning level to apply from January 1, 2025 and which is intended to limit the number of new overseas student places available in Australia – including a ceiling of 270,000 international students for calendar year 2025. However, in December 2024, the government announced a change of course, instead implementing a system to introduce two categories of student visa processing: “high priority” and “standard priority”, with all international education providers to receive high priority processing up to 80% of their indicative international student cap. After reaching 80%, the providers will receive standard priority processing. In August 2025, the Australian government announced the setting of a national planning level to apply a ceiling of 295,000 international students for 2026. These new Australian government policies, including university quotas, slower visa processing, higher fees, and stricter financial and language requirements, has had an adverse impact on our business in the three months ended March 31, 2026 and we anticipate will continue to impact our Australian revenues in 2026.

Previous wording

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

Current wording

Other governments where our client institutions are located, including in the U.S., may introduce measures from time to time to manage the growth of the international student population in their respective countries, which may have adverse effects on our business. For example, the U.S. government’s recent announcement to impose a $100,000 filing fee per new H-1B visa could adversely impact demand for international students to attend our client institutions in the U.S. The new H-1B visa fee does not apply to international students already in the U.S. looking to apply for a status change. In addition, in 2025 U.S. policy shifts prompted dramatic action to rescind student visas (including deportation of students), plan additional cutbacks to the volume of international student visa issuances and more closely scrutinize applications for international student visas, and to cut government support for higher education, adding to uncertainty around the number of students coming to the U.S. to study in the near future. Delays in issuances of visas or visa denials – which could be exacerbated by periodic U.S. government shutdowns – may discourage prospective international students from choosing U.S. institutions as places for study. Recent proposals in Congress to tighten visa stay rules and to implement the “OPT Fair Tax Act” could further dampen demand among international students to study in the U.S. The existing rules and any introduction of new rules further limiting the attractiveness of international study by the governments of countries where our client institutions are located has and is expected in the near term to continue to adversely impact the growth of our business in the applicable regions. We expect these and other changes to U.S. immigration policy to continue to dampen demands for international study and adversely impact our revenue growth in the U.S. in 2026.

Previous wording

Students pivoting away from study and research in the United States. According to some studies, the top five countries that international students and scholars have indicated they are turning to instead of the United States are: United Kingdom, Australia, Canada, China, and Germany. These European and Asian study destinations that are gaining in market share of student interest often carry lower tuition and related costs of living relative to the United States, which may result in lower volume of payments processed within our education vertical.

Current wording

Students pivoting away from study and research in the United States. According to some studies, the top five countries that international students and scholars have indicated they are turning to instead of the United States are the United Kingdom, Australia, Canada, China, and Germany. These European and Asian study destinations that are gaining in market share of student interest often carry lower tuition and related costs of living relative to the United States, which may result in lower volume of payments processed within our education vertical.

Previous wording

The expanded social media screening process to be applied by the DOS to student visa applicants establishes that, of those students seeking expedited appointments, priority should be given to those attending universities with lower international enrollment (15% or less). This change potentially disadvantages those seeking to study at more internationally diverse institutions and marks a significant departure from previous DOS guidance that prioritized students based on the start of their academic studies. Administrative processing issues, a new requirement that applicants provide DOS access to social media accounts, and the resource-intensive nature of the new screening requirements is expected to create longer wait times and processing delays. All of these factors – and other related uncertainties that will surface as the new standards are implemented – can contribute to a decline in international enrollment in U.S. academic institutions, which could adversely affect our business.

Current wording

The expanded social media screening process to be applied by the DOS to student visa applicants establishes that, of those students seeking expedited appointments, priority should be given to those attending universities with lower international enrollment (15% or less). This change potentially disadvantages those seeking to study at more internationally diverse institutions and marks a significant departure from previous DOS guidance that prioritized students based on the start of their academic studies. Administrative processing issues, a new requirement that applicants provide

Previous wording

See discussion above under Impacts Resulting From Government Changes to International Student and H-1B Visa Policies regarding the U.S. government's announced plans to require employers to pay a $100,000 filing fee per H-1B visa petition to bring new H-1B workers into the U.S. This new requirement materially increases the cost of employing new foreign nationals in the U.S. The fee is not expected to apply to petitions filed before the effective date or to renewals. Flywire currently employs a number of specialized personnel under H-1B visas — primarily software engineers and product managers — whose skills are essential to maintaining and expanding our global payments platform.

Current wording

See discussion above under Impacts Resulting From Government Changes to International Student and H-1B Visa Policies regarding the U.S. government's announced plans to require employers to pay a $100,000 filing fee per H-1B visa petition to bring new H-1B workers into the U.S. This new requirement materially increases the cost of employing new foreign nationals in the U.S. The new H-1B visa fee does not apply to international students already in the U.S. looking to apply for a status change. The fee is not expected to apply to petitions filed before the effective date or to renewals. Flywire currently employs a number of specialized personnel under H-1B visas — primarily software engineers and product managers — whose skills are essential to maintaining and expanding our global payments platform.

Previous wording

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

Current wording

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

Previous wording

In addition, in October 2025 the current administration introduced a proposed policy initiative known as the “Compact for Academic Excellence in Higher Education”, which would condition certain federal funding and grant eligibility for U.S. universities on compliance with a new set of policy standards. These standards reportedly include tuition caps, modifications to international student enrollment, changes to admissions criteria, and governance-related certifications. While the proposal remains under review and subject to public comment, its adoption - whether in its current or modified form - could materially affect the operating environment for higher-education institutions in the United States.

Current wording

In addition, in October 2025 the current administration introduced a proposed policy initiative known as the “Compact for Academic Excellence in Higher Education” (Compact), which would condition certain federal funding and grant eligibility for U.S. universities on compliance with a new set of policy standards. These standards reportedly include tuition caps, modifications to international student enrollment, changes to admissions criteria, and governance-related certifications. While the proposal remains under review and subject to public comment, its adoption - whether in its current or modified form - could materially affect the operating environment for higher-education institutions in the United States.

Previous wording

We have a history of operating losses and while we have experienced significant revenue growth in recent years and achieved profitability on a GAAP basis in the year ended December 31, 2024, we are not certain whether or when we will obtain a high enough volume of revenue to sustain or increase our growth or achieve or maintain profitability in the future. We also expect our costs and expenses to increase in future periods, which could negatively affect our future operating results if our revenue does not increase. In particular, we intend to continue to strategically invest in headcount and technologies and systems to improve operating efficiencies, to further develop and enhance our solutions, including introducing new functionality, and to expand our marketing programs and sales teams to drive new client adoption, expand strategic partner integrations, and support international and industry expansion. Our operating results are also impacted by the mix of our revenue generated from our different revenue sources, which include transaction revenue and platform and other fee revenue. Changes in our revenue mix from quarter to quarter, including those derived from cross-border or domestic currency transactions, will impact our margins, and we may not be able to grow our gross margin adequately to achieve or sustain profitability. In addition, the mix of payment methods utilized by our clients’ customers may have an impact on our margins given that our costs associated with certain payment methods, such as credit cards, are higher than other payment methods accepted by our solutions, such as bank transfers. We are addressing operating losses by making continued improvements designed to create operating efficiencies and a focus on cost discipline, including investing in automation and product development to further enhance our offerings with a focus on scale and productivity across all areas. Beginning in the first quarter of 2025 and continuing into the second quarter of 2025, we implemented 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. We believe these improvements, our strong product portfolio, client retention and established product market fit along with strong gross margins and cash flows from operations will help us achieve our goal of maintaining positive annual GAAP net income in the future. While we expect that our clients’ business and our business will continue to be adversely impacted, directly or indirectly, by the ongoing macroeconomic and geopolitical issues, as of the date of this report. However, the extent of the ongoing impact of these macroeconomic events on our and our clients’ business, our markets and on global economic activity however, is uncertain and the related financial impact cannot be reasonably estimated with any certainty at this time.

Current wording

We have a history of operating losses and while we have experienced significant revenue growth in recent years and achieved profitability on a GAAP basis for the years ended December 31, 2024 and 2025 and the three months ended March 31, 2026, we are not certain whether or when we will obtain a high enough volume of revenue to sustain or increase our growth or achieve or maintain profitability in the future. We also expect our costs and expenses to increase in future periods, which could negatively affect our future operating results if our revenue does not increase. In particular, we intend to continue to strategically invest in headcount and technologies and systems to improve operating efficiencies, to further develop and enhance our solutions, including introducing new functionality, and to expand our marketing programs and sales teams to drive new client adoption, expand strategic partner integrations, and support international and industry expansion. Our operating results are also impacted by the mix of our revenue generated from our different revenue sources, which include transaction revenue and platform and other fee revenue. Changes in our revenue mix from quarter to quarter, including those derived from cross-border or domestic currency transactions, will impact our margins, and we may not be able to grow our gross margin adequately to achieve or sustain profitability. In addition, the mix of payment methods utilized by our clients’ customers may have an impact on our margins given that our costs associated with certain payment methods, such as credit cards, are higher than other payment methods accepted by our solutions, such as bank transfers. In addition, we are expanding our payment processing capabilities to offer a more comprehensive solution to our clients. While this new capability is expected to be a source of future growth, it is characterized by a lower gross margin profile. We are addressing operating losses by making continued improvements designed to create operating efficiencies and a focus on cost discipline, including investing in automation and product development to further enhance our offerings with a focus on scale and productivity across all areas. Beginning in the first quarter of 2025 and continuing into the second quarter of 2025, we implemented a restructuring plan designed to improve operational efficiencies, reduce operating costs and better align our workforce with current business needs, top strategic priorities and key growth opportunities. We believe these improvements, our strong product portfolio, client retention and established product market fit along with strong gross margins and cash flows from operations will help us achieve our goal of maintaining positive annual GAAP net income in the future. As of the date of this report, we expect that our clients’ business and our business will continue to be adversely impacted, directly or indirectly, by the ongoing macroeconomic and geopolitical issues. Ho…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

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

Current wording

The conflict between the U.S., Israel, and Iran has prompted a resumption of active workforce planning to implement safety measures for FlyMates in Israel and support the business without interruption.

Previous wording

We generate revenue from transactions and from platform and other fees as described under “Our Revenue Model”.

Current wording

We generate revenue from transactions and platform and other fees as described above under “Our Revenue Model”.

Previous wording

Technology and development includes (a) costs incurred in connection with the development of our solution and the improvement of existing solutions, including the amortization of software and website development costs incurred in developing our solution, which are capitalized, and acquired developed technology, (b) site operations and other infrastructure costs incurred, (c) amortization related to capitalized cost to fulfill a contract, (d) personnel-related expenses, including salaries, stock-based compensation and other expenses, (e) hardware and software engineering, consultant services and other costs associated with our technology platform and products, (f) research materials and facilities, and (g) depreciation and maintenance expense.

Current wording

Technology and development includes (i) costs incurred in connection with the development of our solution and the improvement of existing solutions, including the amortization of software and website development costs incurred in developing our solution, which are capitalized, and acquired developed technology, (ii) site operations and other infrastructure costs incurred, (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 our technology platform and products, (vi) research materials and facilities, and (vii) depreciation and maintenance expense.

Previous wording

General and administrative expenses consist of personnel-related expenses, including stock-based compensation expense for finance, risk management, legal and compliance, human resources, IT and other administrative functions, costs incurred for external professional services, as well as rent, and facility and insurance costs. We expect to incur additional general and administrative expenses as we continue to invest in our planned growth of our business. We also expect to increase the size of our general and administrative functions to support the growth in the business, and to operate as a public company. As a result, we expect that our general and administrative expenses will increase in absolute dollars but may fluctuate as a percentage of total revenue from period to period.

Current wording

General and administrative expenses consist of personnel-related expenses, including stock-based compensation expense for finance, risk management, legal and compliance, human resources, IT and other administrative functions, costs incurred for external professional services, as well as rent, and facility and insurance costs. We expect to incur additional general and administrative expenses as we continue to invest in our planned growth of our business, including certain costs incurred relating to our digital transformation initiative as described above under “Key Factors Affecting Our Performance”. We also expect to increase the size of our general and administrative functions to support the growth in the business, and to operate as a public company. As a result, we expect that our general and administrative expenses will increase in absolute dollars but may fluctuate as a percentage of total revenue from period to period.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Revenue was $188.1 million for the three months ended March 31, 2026, compared to $133.5 million for the three months ended March 31, 2025, an increase of $54.6 million or 40.9%. Revenue is comprised of transaction revenue and platform and other revenues as follows:

Previous wording

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

Current wording

Transaction revenue was $155.2 million for the three months ended March 31, 2026, compared to $108.5 million for the three months ended March 31, 2025, an increase of $46.7 million or 43.1%. The increase in transaction revenue was primarily driven by growth in transaction payment volumes for the three months ended March 31, 2026 from both our existing clients and new clients added during the three months ended March 31, 2026 compared to the prior period. The increase also included the full-period impact of the Sertifi acquisition that occurred in February 2025, including higher payment volumes from SertifiPay. Our transaction payment volume slightly outpaced our revenue growth during the three months ended March 31, 2026, due to payment mix which impacts our monetization rates. Transaction payment volume increased 45.1% during the three months ended March 31, 2026, to $9.3 billion compared to $6.4 billion during the three months ended March 31, 2025.

Previous wording

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

Current wording

Platform and other revenues were $32.9 million for the three months ended March 31, 2026, compared to $25.0 million for the three months ended March 31, 2025, an increase of $7.9 million or 31.8%. The increase in platform and other revenues was driven by the Sertifi acquisition and an increase in utilization in our healthcare platform products.

Previous wording

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

Current wording

Payment processing services costs were $77.5 million for the three months ended March 31, 2026, compared to $50.6 million for the three months ended March 31, 2025, an increase of $26.9 million or 53.2%. The increase in payment processing services costs was correlated with the increase in transaction payment volume of 45.1% over the same period. The increase was further driven by shifts in our business mix, including the expansion of our payment processing capabilities, which carry higher payment processing costs.

Previous wording

Restructuring expenses were $8.7 million for the nine months ended September 30, 2025. There were no restructuring expenses during the nine months ended September 30, 2024. Restructuring expenses included restructuring and restructuring-related expenses incurred as part of the Restructuring Plan announced in February 2025, related primarily to severance payments, employee benefits, and facilitation costs of $6.3 million and $2.4 million of expense related to the acceleration of stock-based compensation for terminated employees.

Current wording

There were no restructuring expenses during the three months ended March 31, 2026, compared to $7.3 million for the three months ended March 31, 2025. Restructuring expenses for the three months ended March 31, 2025, included restructuring and restructuring-related expenses incurred as part of the Restructuring Plan announced in February 2025, related primarily to severance payments, employee benefits, and facilitation costs of $5.1 million and $2.2 million of expense related to the acceleration of stock-based compensation for terminated employees.

Previous wording

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

Current wording

Interest expense was $0.3 million for the three months ended March 31, 2026, compared to $0.7 million for the three months ended March 31, 2025, a decrease of $0.4 million or 57.1%. During the three months ended March 31, 2026, there was no outstanding indebtedness under the 2024 Amended Revolving Credit Facility. During the three months ended March 31, 2025, we drew down $125.0 million and repaid $65.0 million from our 2024 Amended Revolving Credit Facility. Interest expense consists primarily of interest expense, amortization of debt issuance costs and unused commitment fees related to our 2024 Amended Revolving Credit Facility and our former 2024 Revolving Credit Facility.

Previous wording

Interest income was $4.8 million for the nine months ended September 30, 2025, compared to $16.6 million for the nine months ended September 30, 2024, a decrease of $11.8 million or 71.1%. The decrease in interest income was primarily attributable to the decrease in our cash balance as a result of spending cash on the Repurchase Program and the acquisition of Sertifi.

Current wording

Interest income was $0.9 million for the three months ended March 31, 2026, compared to $2.9 million for the three months ended March 31, 2025, a decrease of $2.0 million or 69.0%. The decrease in interest income was primarily attributable to the decrease in our cash and cash equivalents, short-term investments, and long-term investments as a result of the use of cash for the acquisition of Sertifi and the Repurchase Program during the three months ended March 31, 2025.

Previous wording

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

Current wording

Gain from Remeasurement of Foreign Currency

Previous wording

Gain from remeasurement of foreign currency was $6.9 million for the nine months ended September 30, 2025, compared to $2.1 million for the nine months ended September 30, 2024, an increase of $4.8 million or 228.6%. The increase was primarily the result of the remeasurement of foreign currency intercompany loans and related hedging instruments and the impact of fluctuations in exchange rates during respective remeasurement periods.

Current wording

Gain from remeasurement of foreign currency was $3.3 million for the three months ended March 31, 2026, compared to $3.6 million for the three months ended March 31, 2025, a decrease of $0.3 million or 8.3%. The decrease was primarily the result of the remeasurement of foreign currency intercompany loans and related hedging instruments and the impact of fluctuations in exchange rates during respective remeasurement periods.

Previous wording

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

Current wording

Provision for income taxes was $2.2 million during the three months ended March 31, 2026, compared to a benefit from income taxes of $0.9 million during the three months ended March 31, 2025, an increase of $3.1 million or 344.4%. The provision for income taxes for the three months ended March 31, 2026, was primarily attributable to activity in our foreign subsidiaries and U.S. federal and state taxes. The income tax benefit for the three months ended March 31, 2025, was driven by the Company's pre-tax loss position in the period. Our effective tax rate was 14.8% for the three months ended March 31, 2026, compared to 17.5% for the three months ended March 31, 2025.

Previous wording

For the three months ended September 30, 2025, transaction revenue and platform and other revenues represented 83.5% and 16.5% of our revenue, respectively. For the three months ended September 30, 2025, transaction revenue and platform and other revenues represented 85.4% and 14.6% of our total revenue less ancillary services, respectively. For the three months ended September 30, 2024, transaction revenue and platform and other revenues represented 85.7% and 14.3% of our revenue, respectively. For the three months ended September 30, 2024, transaction revenue and platform and other revenues represented 88.0% and 12.0% of our total revenue less ancillary services, respectively.

Current wording

For the three months ended March 31, 2026, transaction revenue and platform and other revenues represented 82.5% and 17.5% of our revenue, respectively. For the three months ended March 31, 2026, transaction revenue and platform and other revenues represented 84.3% and 15.7% of our total revenue less ancillary services, respectively. For the three months ended March 31, 2026, our total payment volume was approximately $11.4 billion, consisting of $9.3 billion of total payment volume from transactions included in transaction revenue and $2.1 billion of total payment volume from transactions included in platform and other revenues.