Flywire Corp

Previous 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.

Current wording

Rapid domestic and international payments volume growth. We have grown our total payment volume by approximately 38.2% period-over-period from $5.9 billion during the three months ended June 30, 2025 to $8.2 billion during the three months ended June 30, 2026. We have grown our total payment volume by approximately 37.2% period-over-period from $14.3 billion during the six months ended June 30, 2025 to $19.6 billion during the six months ended June 30, 2026.

Previous 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.

Current wording

As of June 30, 2026, we serve approximately 5,300 clients around the world, excluding clients acquired from the Sertifi and Invoiced acquisitions. In education, we serve more than 3,300 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 1,800 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 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

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, $19.6 billion, and $14.3 billion in total payment volume during the year ended December 31, 2025 and six months ended June 30, 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 $355.9 million and $265.3 million for the six months ended June 30, 2026 and 2025, respectively, and reported net income of $4.4 million and net loss of $16.2 million, respectively, for the same periods.

Previous 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%.

Current wording

We had approximately 1,500 full-time FlyMates as of June 30, 2026, compared to approximately 1,355 full-time FlyMates as of June 30, 2025, an increase of 10.7%.

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, 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.

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 $7.7 million and $10.7 million in platform revenue during the three and six months ended June 30, 2025, respectively, and $4.7 million and $6.4 million in transactional revenue during the three and six months ended June 30, 2025, respectively.

Previous 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.

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 (loss) 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 had been settled in full.

Previous wording

During three months ended March 31, 2026, 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 and by our new payment processing solution in healthcare, 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

During the six months ended June 30, 2026, 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 and by our payment processing solution in healthcare, travel and B2B, partially offset by ongoing optimization of payment costs. We may experience shifts in the type of revenue we earn (transaction revenue or platform and other revenues) depending on the nature of the activity of our clients and our clients’ customers on our platform.

Previous wording

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.

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.

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 three months ended March 31, 2026 and we anticipate will continue to impact our Australian revenues in 2026.

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 six months ended June 30, 2026 and we anticipate will continue to impact our Australian revenues in 2026.

Previous wording

Flywire could experience reduced transaction volumes and delayed payment flows from its Australian clients’ Indian student corridors due to slower visa processing times, increased application friction, and potential declines in enrollment. These factors could adversely affect our revenue growth in the Asia-Pacific education vertical and increase operational complexity associated with refunds, deferred intakes, and compliance-related payment adjustments.

Current wording

Flywire could experience reduced transaction volumes and delayed payment flows from its Australian clients’ Indian student corridors due to slower visa processing times, increased application friction, and potential declines in enrollment. These factors could adversely affect our revenue growth in the Asia-Pacific education vertical and increase operational complexity associated with refunds, deferred intakes, and compliance-related payment adjustments. In addition, effective July 1, 2026, the Australian Government increased the non-refundable Student Visa (Subclass 500) application charge by 25%, raising the fee for primary applicants from AUD 2,000 to AUD 2,500. Higher upfront visa costs and potential application friction could temper total inbound international student enrollment growth in Australia, which may impact Flywire’s Australian education vertical.

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. 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.

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. Currently the status and validity of the $100,000 filing fee is in dispute as the issue is appealed through the U.S. court system. 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. The U.S. Department of Homeland Security’s final ruling replacing the open-ended "duration of status" for F-1 visa holders with a fixed maximum admission period of four years also creates added administrative burdens and potential visa uncertainty for international students studying in the U.S. and near-term immigration friction could temper growth in overall U.S. inbound international student enrollment, which may adversely impact our revenue and results of operations. 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

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

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 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.

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 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.

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. Currently the status and validity of the $100,000 filing fee is in dispute as the issue is appealed through the U.S. court system. 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 “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” Act (OBBBA) 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 OBBBA 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. More specifically, the structural changes to federal higher education financing under the OBBBA include:

Previous wording

At this stage, the potential financial impact of the Compact cannot be quantified, as the proposal has not yet been finalized or enacted. Management continues to monitor the policy’s development and is engaging with industry associations and higher-education partners to assess potential outcomes. To mitigate exposure, Flywire is taking several proactive steps, including:

Current wording

Management continues to monitor the policy’s development and is engaging with industry associations and higher-education partners to assess potential outcomes. To mitigate exposure, Flywire is taking several proactive steps, including:

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 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.

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 six months ended June 30, 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 our 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. How…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

In February 2025, we announced the Restructuring Plan that is designed to improve operational efficiencies, reduce operating costs and better align our workforce with current business needs, top strategic priorities and key growth opportunities. Restructuring expenses included restructuring and restructuring related expenses incurred as part of the Restructuring Plan announced in February 2025, related to employee transition, notice period, severance, employee benefits and facilitation costs.

Current wording

In February 2025, we announced the Restructuring Plan that is designed to improve operational efficiencies, reduce operating costs and better align our workforce with current business needs, top strategic priorities and key growth opportunities. Restructuring expenses included restructuring and restructuring related expenses incurred as part of the

Previous 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.

Current wording

(Loss) gain 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

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

Current wording

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

Previous 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:

Current wording

Revenue was $167.7 million for the three months ended June 30, 2026, compared to $131.9 million for the three months ended June 30, 2025, an increase of $35.8 million or 27.2%. Revenue is comprised of transaction revenue and platform and other revenues as follows:

Previous 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.

Current wording

Platform and other revenues were $31.8 million for the three months ended June 30, 2026, compared to $31.3 million for the three months ended June 30, 2025, an increase of $0.5 million or 1.7%. The increase in platform and other revenues was driven by an increase in utilization in our healthcare and SFS platform products, offset by our insurance business.

Previous 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.

Current wording

Payment processing services costs were $74.7 million for the three months ended June 30, 2026, compared to $53.9 million for the three months ended June 30, 2025, an increase of $20.8 million or 38.6%. The increase in payment processing services costs was correlated with the increase in transaction payment volume of 43.1% 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

Technology and development expenses were $19.4 million for the three months ended March 31, 2026, compared to $16.9 million for the three months ended March 31, 2025, an increase of $2.5 million or 14.8%. The increase in technology and development cost was primarily driven by personnel costs.

Current wording

Technology and development expenses were $18.4 million for the three months ended June 30, 2026, compared to $17.1 million for the three months ended June 30, 2025, an increase of $1.3 million or 7.6%. The increase in technology and development cost was primarily driven by an increase in personnel costs, offset by a decrease in stock-based compensation and software tools.

Previous wording

Professional fees were $4.8 million for the three months ended March 31, 2026, compared to $3.6 million for the three months ended March 31, 2025, an increase of $1.2 million or 32.7%. The increase in professional fees was primarily driven by external consultants and legal fees.

Current wording

Professional fees expense was $4.6 million for the three months ended June 30, 2026, compared to $2.7 million for the three months ended June 30, 2025, an increase of $2.0 million or 75.0%. The increase in professional fees was primarily driven by an increase in external consultants and legal fees.

Previous wording

Engineering tools were $4.2 million for the three months ended March 31, 2026, compared to $2.6 million for the three months ended March 31, 2025, an increase of $1.6 million or 62.8%. The increase in engineering tools was primarily driven by an increase in hosting fees.

Current wording

Net hedging activity losses were $1.0 million for the three months ended June 30, 2026, compared to a gain of $0.6 million for the three months ended June 30, 2025, a decrease of $1.6 million or 281.3%. The decrease in net hedging activity was primarily driven by foreign currency fluctuations.

Previous 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.

Current wording

There were no restructuring expenses during the three months ended June 30, 2026, compared to $1.4 million for the three months ended June 30, 2025. Restructuring expenses for the three months ended June 30, 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 $1.2 million and $0.2 million of expense related to the acceleration of stock-based compensation for terminated employees.

Previous 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.

Current wording

Interest expense was $0.3 million for the three months ended June 30, 2026, compared to $1.0 million for the three months ended June 30, 2025, a decrease of $0.7 million or 70.0%. During the three months ended June 30, 2026, there was no outstanding indebtedness under the 2024 Amended Revolving Credit Facility. During the three months ended June 30, 2025, there was $60.0 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 and our former 2024 Revolving Credit Facility.

Previous 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.

Current wording

Provision for income taxes was $2.8 million during the three months ended June 30, 2026, compared to $7.0 million during the three months ended June 30, 2025, a decrease of $4.2 million or 59.5%. The provision for income taxes for the three months ended June 30, 2026 and 2025, was primarily attributable to activity in our foreign subsidiaries and U.S. state taxes. Our effective tax rate was (53.2%) for the three months ended June 30, 2026, compared to (138.8%) for three months ended June 30, 2025.

Previous 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.

Current wording

Transaction revenue was $291.1 million for the six months ended June 30, 2026, compared to $209.1 million for the six months ended June 30, 2025, an increase of $82.0 million or 39.2%. The increase in transaction revenue was primarily driven by growth in transaction payment volumes for the six months ended June 30, 2026 from both our existing clients and new clients added during the six months ended June 30, 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 outpaced our revenue growth during the six months ended June 30, 2026, due to payment mix which impacts our monetization rates. Transaction payment volume increased 44.3% during the six months ended June 30, 2026, to $16.5 billion compared to $11.4 billion during the six months ended June 30, 2025.

Previous wording

Personnel costs were $13.1 million for the three months ended March 31, 2026 compared to $10.8 million for the three months ended March 31, 2025, an increase of $2.3 million or 21.2%. The increase in personnel costs was primarily driven by higher headcount, including the full-period impact of the Sertifi acquisition completed on February 24, 2025, compared to only a partial period for the three months ended March 31, 2025.

Current wording

Personnel costs were $25.9 million for the six months ended June 30, 2026, compared to $21.6 million for the six months ended June 30, 2025, an increase of $4.3 million or 20.0%. The increase in personnel costs was primarily driven by higher headcount, including the full-period impact of the Sertifi acquisition completed on February 24, 2025, compared to only a partial period for the six months ended June 30, 2025.

Previous wording

Selling and marketing expenses were $40.5 million for the three months ended March 31, 2026, compared to $36.6 million for the three months ended March 31, 2025, an increase of $3.9 million or 10.7%. The increase in selling and marketing expenses was primarily driven depreciation and amortization and professional fees.

Current wording

Selling and marketing expenses were $79.4 million for the six months ended June 30, 2026, compared to $74.9 million for the six months ended June 30, 2025, an increase of $4.5 million or 6.0%. The increase in selling and marketing expenses was primarily driven by an increase in depreciation and amortization and stock-based compensation.

Previous wording

Depreciation and amortization was $5.2 million for the three months ended March 31, 2026, compared to $3.0 million for the three months ended March 31, 2025, an increase of $2.2 million or 72.1%. The increase in depreciation and amortization expense was primarily due to acquired intangibles relating to the Sertifi acquisition completed in February 2025.

Current wording

Depreciation and amortization were $9.7 million for the six months ended June 30, 2026, compared to $7.3 million for the six months ended June 30, 2025, an increase of $2.4 million or 32.4%. The increase in depreciation and amortization was primarily due to acquired intangibles relating to the Sertifi acquisition completed in February 2025.

Previous wording

General and administrative expenses were $40.0 million for the three months ended March 31, 2026, compared to $33.1 million for the three months ended March 31, 2025, an increase of $6.9 million or 20.8%. The increase in general and administrative expenses was primarily driven by personnel costs, engineering tools, and professional fees, partially offset by a decrease in acquisition costs.

Current wording

General and administrative expenses were $78.4 million for the six months ended June 30, 2026, compared to $63.2 million for the six months ended June 30, 2025, an increase of $15.2 million or 24.1%. The increase in general and administrative expenses was primarily driven by increases in personnel costs, engineering tools, professional fees, the change in fair value of contingent consideration, offset by a decrease in acquisition costs.

Previous wording

Personnel costs were $15.2 million for the three months ended March 31, 2026, compared to $11.9 million for the three months ended March 31, 2025, an increase of $3.3 million or 27.5%. The increase in personnel costs were attributable to an increase in headcount, including the full-period impact of the Sertifi acquisition completed on February 24, 2025, and an increase in bonus expense. Bonus expense during the three months March 31, 2025, was reduced as a result of our restructuring.

Current wording

Personnel costs were $29.1 million for the six months ended June 30, 2026, compared to $24.2 million for the six months ended June 30, 2025, an increase of $4.9 million or 20.0%. The increase in personnel costs was attributable to an increase in headcount, including the full-period impact of the Sertifi acquisition completed on February 24, 2025.

Previous wording

There were no acquisition costs for the three months ended March 31, 2026, compared to $2.5 million for the three months ended March 31, 2025, a decrease of $2.5 million or 100.0%. The decrease in acquisition costs was attributable to the Sertifi acquisition during the three months ended March 31, 2025.

Current wording

There were no acquisition costs for the six months ended June 30, 2026, compared to $2.5 million for the six months ended June 30, 2025, a decrease of $2.5 million or 100.0%. The decrease in acquisition costs was attributable to the Sertifi acquisition during the three months ended March 31, 2025.

Previous 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.

Current wording

Interest income was $1.6 million for the six months ended June 30, 2026, compared to $4.0 million for the six months ended June 30, 2025, a decrease of $2.4 million or 60.0%. 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 on February 24, 2025.

Previous 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.

Current wording

Gain from remeasurement of foreign currency was $0.4 million for the six months ended June 30, 2026, compared to $7.5 million for the six months ended June 30, 2025, a decrease of $7.1 million or 94.7%. 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

There were no gains or losses from the sale of available-for-sale debt securities for the three months ended March 31, 2026, compared to $0.2 million gain from the sale of available-for-sale debt securities for the three months ended March 31, 2025, a decrease of $0.2 million or 100.0%.

Current wording

There were no gains or losses from the sale of available-for-sale debt securities for the six months ended June 30, 2026, compared to $0.2 million gain from the sale of available-for-sale debt securities for the six months ended June 30, 2025, a decrease of $0.2 million or 100.0%.

Previous wording

FX Neutral Revenue Less Ancillary Services- represents Revenue Less Ancillary Services adjusted to show presentation on a FX Neutral basis. The FX Neutral information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates. We analyze FX Neutral Revenue Less Ancillary Services on an FX Neutral basis provide a comparable framework for assessing how the business performed excluding the effect of foreign currency fluctuations.

Current wording

FX Neutral Revenue Less Ancillary Services- represents Revenue Less Ancillary Services adjusted to show presentation on a FX Neutral basis. The FX Neutral information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates. We analyze FX Neutral Revenue Less Ancillary Services on an FX Neutral basis to provide a comparable framework for assessing how the business performed excluding the effect of foreign currency fluctuations.

Previous wording

Adjusted EBITDA Margin - represents Adjusted EBITDA divided by Revenue Less Ancillary Services. Management believes this presentation supplements the GAAP presentation of gross margin with a useful measure of the gross margin of our payment-related services, which are the primary services we provide to our clients.

Current wording

Adjusted EBITDA Margin - represents Adjusted EBITDA divided by Revenue Less Ancillary Services. Management believes this presentation supplements the GAAP presentation of gross margin with a useful measure of the gross margin of our payment processing-related services, which are the primary services we provide to our clients.