Flywire Corp

(Unaudited)

Note 1. Business Overview and Summary of Significant Accounting Policies

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

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

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the SEC regarding interim financial reporting. The interim unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position, results of operations, comprehensive (loss) income, changes in stockholders’ equity, and its cash flows for the periods presented.

The results of operations for the three and six months ended June 30, 2026, are not necessarily indicative of results to be expected for the year ended December 31, 2026, any other interim periods or any future year or period. The accompanying consolidated balance sheet as of December 31, 2025, was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2025. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted from the interim unaudited condensed consolidated financial statements.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The condensed consolidated financial statements include the accounts of Flywire and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation.

Segment Information

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

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the valuation of acquired

intangible assets and other long-lived assets and their useful lives, and the reported amounts of revenues and expenses in the condensed consolidated financial statements and the accompanying notes. Actual results may differ from those estimates or assumptions.

Concentrations of Credit Risk, Financial Instruments and Significant Clients

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

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

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

To reflect the estimated realizable value of accounts receivable and unbilled receivables, the Company maintains an allowance for credit losses. The allowance is determined by applying a loss-rate method based on an aging schedule using the Company's historical loss rate. The Company also considers reasonable and supportable current information in determining its estimated loss rates, such as external forecasts, macroeconomic trends, or other factors that are associated with the credit quality of the Company’s customer base. The Company did not experience any material credit losses for the three and six months ended June 30, 2026 and 2025.

Accounts receivable are derived from revenue earned from clients located in the U.S. and internationally. There wereno clients that represented 10% or more of the accounts receivable balance as of June 30, 2026 or December 31, 2025.

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

• Less than 10% of total balance.

During the three and six months ended June 30, 2026 and 2025, no client accounted for 10% or more of total revenue.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are discussed in Note 1 - Business Overview and Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Advertising Costs

Advertising costs are expensed as incurred and are included in selling and marketing expenses in the condensed consolidated statements of operations and comprehensive (loss) income. Advertising expenses were$1.7 million and$2.2 million for the three months ended June 30, 2026 and 2025, respectively. Advertising expenses were$3.5 million and$4.0 million for the six months ended June 30, 2026 and 2025, respectively.

Revisions to Previously Issued Financial Statements

As previously identified during the preparation of the Company's condensed consolidated financial statements for the nine months ended September 30, 2025, the Company determined there were classification errors in its historical Consolidated Statements of Cash Flows. Accordingly, the accompanying Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2025, presented herein for comparative purposes, has been revised from the amounts originally reported.

Specifically, the Company’s historical classification of the effects of exchange rate changes on the Company’s foreign denominated cash and cash equivalent balances was misclassified between the effects of exchange rate changes on cash and cash equivalents and cash flows from operating activities in its Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2025.

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

The following table shows the impact of the revision on the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2025 (in thousands):

Recently Adopted Accounting Pronouncements

Effective January 1, 2026, the Company adopted ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 provides a practical expedient and an accounting policy election related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, "Revenue from Contracts with Customers." Upon adoption, the Company elected the practical expedient that allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The standard was applied on a prospective basis. The Company's adoption of ASU 2025-05 did not have a material impact on its condensed consolidated financial statements and disclosures.

Accounting Pronouncements Not Yet Adopted

The following Accounting Standards Updates (ASUs) were issued by the Financial Accounting Standards Board (FASB) but not yet adopted by Flywire as of June 30, 2026:

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

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

Note 2. Revenue and Recognition

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

For the three months ended June 30, 2026 and 2025, the Company recognized$5.5 million and$2.4 million in revenue from amounts that were included in deferred revenue as of December 31, 2025 and 2024, respectively. For the six months ended June 30, 2026 and 2025, the Company recognized$15.6 million and$5.7 million in revenue from amounts that were included in deferred revenue as of December 31, 2025 and 2024, respectively.

Remaining Performance Obligations

The Company has performance obligations associated with certain clients' contracts for future services that have not yet been recognized as revenue. As of June 30, 2026, the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied, including deferred revenue, was approximately$16.3 million. Of the total remaining performance obligations, the Company expects to recognize approximately 41.1% within the next year,25.5% after one year through year two, and 33.4% over the next three to five years thereafter. Actual amounts and timing of revenue recognized may differ due to subsequent contract modifications, renewals and/or terminations.

Note 3. Segment Information

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

The following table presents the Company's significant segment expenses and other segment items for the three andsix months ended June 30, 2026 and 2025. The CODM does not regularly review segment asset information, which is total assets, for the purpose of assessing performance and making resource allocation decisions; therefore, such information is not presented.

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

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

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

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

Note 4. Investments

The following table summarizes the estimated fair value of available-for-sale debt securities included within short-term investments as of June 30, 2026 (in thousands):

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

As of June 30, 2026 and December 31, 2025, all of the Company's available-for-sale debt securities are due within one year.

As of June 30, 2026 and December 31, 2025, none of the investments in available-for-sale debt securities were in an unrealized loss position.

For the three and six months ended June 30, 2026, the Company received proceeds of$1.4 million and$12.7 million from the maturity and sale of short-term investments, respectively. For the three and six months ended June 30, 2025, the Company received proceeds of$43.6 million and$142.3 million from the maturity and sale of short-term and long-term investments, respectively, primarily used to partially pay down the outstanding debt under the Company's revolving credit facility used for the Sertifi acquisition.

Realized gains and losses on investments are calculated on the basis of specific identification. During the three and six months ended June 30, 2026, there wereno realized gains or losses on the sale of the available-for-sale debt securities. During thethree months ended June 30, 2025, realized gains were less than $0.1 million and there wereno realized losses on the sale of the available-for-sale debt securities. During thesix months ended June 30, 2025, realized gains were $0.2 million and realized losses were less than $0.1 million on the sale of available-for-sale debt securities.

Note 5. Fair Value Measurements

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

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

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

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

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

The following tables present the Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 (in thousands):

During the six months ended June 30, 2026, and the year ended December 31, 2025, there were no transfers between Level 1, Level 2, or Level 3.

Contingent consideration

Sertifi LLC (Sertifi)

The fair value of the contingent consideration related to the gross profit milestone from the Company’s acquisition of Sertifi in February 2025 was determined using an option pricing model and the fair value of the contingent consideration related to the technology and security integration milestones was determined using a scenario-based method. Refer to Note 10 - Business Combinations for additional details on the Sertifi acquisition. The following table presents the unobservable inputs incorporated into the fair value of the contingent consideration liability as of June 30, 2026.

(a) Probability of successful achievement was set at different targets based on the Company’s estimates on achieving them. The weighted average probability of successful achievement was 38.4% as of June 30, 2026.

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

Changes in the fair value of contingent consideration are included as a component of general and administrative expense within the condensed consolidated statements of operations and comprehensive (loss) income. At June 30, 2026 and December 31, 2025,$3.8 million and $2.0 million, respectively, of contingent consideration was reflected in the

Company'sbalance sheet in accrued expenses and other current liabilities. The following table summarizes the changes in the carrying value of the contingent consideration for the periods presented (in thousands):

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

Note 6. Derivative Instruments

As part of the Company’s foreign currency risk management program, the Company uses derivative instruments to mitigate the volatility related to fluctuations in foreign exchange rates. The Company entered into foreign currency forward contracts used to mitigate the currency exchange risk associated with clients and their customers' payments and intercompany loans. The Company's foreign currency forward contracts are not designated as hedging instruments.

The notional amounts are generally not exchanged, but are used only as the underlying basis on which the value of foreign exchange payments under these contracts is determined. The notional amounts are not recorded on the condensed consolidated balance sheets and are not, when viewed in isolation, a meaningful measure of the risk profile of the derivative instruments.

As of June 30, 2026 and December 31, 2025, the Company had 19,778 and 18,355 open foreign exchange contracts related to clients and their customers' payments, respectively. As of June 30, 2026 and December 31, 2025, the Company had foreign currency forward contracts related to clients and their customers' payments outstanding with notional amounts of$62.2 million and$66.5 million, respectively.

As of June 30, 2026 and December 31, 2025, the Company had one and two open foreign exchange contracts related to intercompany loans, respectively. As of June 30, 2026 and December 31, 2025, the Company had foreign exchange contracts related to intercompany loans outstanding with notional amounts of$24.8 million and$83.7 million, respectively.

The Company records all derivative instruments in the condensed consolidated balance sheets at their fair values. The Company recorded an asset of$0.1 million and a liability of$0.1 million related to outstanding foreign exchange contracts as of June 30, 2026, respectively. The Company recorded an asset$0.3 million and a liability of$0.4 million related to outstanding foreign exchange contracts as of December 31, 2025, respectively. Assets and liabilities associated with outstanding foreign exchange contracts are recorded within prepaid expenses and other current assets and accrued expenses and other current liabilities, respectively, on the condensed consolidated balance sheets.

The Company recognized a gain of less than$0.1 million and a loss of$0.9 million on the intercompany loan derivatives during the three and six months ended June 30, 2026, respectively. There wereno unrealized gains or losses on the intercompany loan derivatives during the three andsix months ended June 30, 2025. The Company recognized losses on derivatives related to clients and their customers' payments of$1.0 million and$1.4 million during the three and six months ended June 30, 2026, respectively. The Company recognized gains on derivatives related to clients and their customers' payments of$0.6 million during the three and six months ended June 30, 2025.

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

Note 7. Accrued Expenses and Other Current Liabilities

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

Note 8. Property and Equipment, net

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

Depreciation of property and equipment and amortization of internal-use software for the three months ended June 30, 2026 and 2025 was$1.6 million and$1.5 million, respectively. Depreciation of property and equipment and amortization of internal-use software for the six months ended June 30, 2026 and 2025 was$3.4 million and$2.9 million, respectively.

The Company capitalized$6.5 million and$3.9 million in costs related to internal-use software during the six months ended June 30, 2026 and 2025. Software developed for internal use is amortized on a straight-line basis over its estimated useful life offive years.

As of June 30, 2026 and December 31, 2025, the carrying value of internal-use software was$24.6 million and$20.2 million, respectively. Amortization expense related to internal-use software for the three months ended June 30, 2026 and 2025 was$1.4 million and$1.2 million, respectively. Amortization expense related to internal-use software for the six months ended June 30, 2026 and 2025 was$2.9 million and$2.3 million, respectively.

Note 9. Restru cturing

In February 2025, the Company announced a restructuring plan designed to improve operational efficiencies, reduce operating costs, and better align the Company’s workforce with current business needs, top strategic priorities, and key growth opportunities (collectively, the Restructuring Plan). In connection with the Restructuring Plan, the Company incurred restructuring and restructuring-related charges of$8.7 million during the year ended December 31, 2025, recorded within restructuring expenses on the condensed consolidated statements of operations and comprehensive (loss) income, primarily consisting of cash expenditures for severance payments and related expenses of$6.3 million for the year ended December 31, 2025, as well as non-cash expenditures related to acceleration of vesting of share-based awards of$2.4 million for the year ended December 31, 2025. As of March 31, 2026, the accrued restructuring liability had been settled in full. As of December 31, 2025, the accrued restructuring liability was less than $0.1 million, which was included within accrued expenses and other current liabilities in the consolidated balance sheets.

Note 10. Business Combinations

Sertifi

On February 24, 2025, Flywire acquired all of the issued and outstanding membership interests of Sertifi LLC (Sertifi) for upfront cash consideration of$330.0 million, subject to certain post-closing adjustments set forth in the Purchase and Sale Agreement (the Agreement), and contingent consideration of up to$10.0 million upon the completion or satisfaction of certain technical and commercial milestones by Sertifi. Sertifi is a vertical software and payments platform digitizing hospitality-specific workflows and associated payments. The acquisition of Sertifi was intended to accelerate the Company’s travel business and expand Flywire’s offerings to support over 20,000 hotel locations globally.

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

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

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

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

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

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

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

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

The results of Sertifi have been included in the condensed consolidated financial statements since the date of the acquisition. Sertifi contributed$7.7 million in platform revenue and$4.7 million in transactional revenue during the three months ended June 30, 2025. Sertifi contributed$10.7 million in platform revenue and$6.4 million in transactional revenue during the six months ended June 30, 2025. The Company has not disclosed net income or loss since the acquisition date as the business was fully integrated into the consolidated Company's operations and therefore it was impracticable to determine this amount.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information shows the results of the Company’s operations for thesix months ended June 30, 2025, as if the acquisition had occurred on January 1, 2024. The unaudited pro forma financial information is presented for information purposes only and is not necessarily indicative of what would have occurred if the acquisition had occurred as of that date. The unaudited pro forma information is also not intended to be a projection of future results due to the integration of the acquired operations of Sertifi. The unaudited pro forma information reflects the effects of applying the Company’s accounting policies and certain pro forma adjustments to the combined historical financial information of the Company and Sertifi. The pro forma adjustments include:

•

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

•

incremental employee compensation expense for Sertifi employees;

•

interest expense for borrowings related to the acquisition;

•

transaction costs; and

•

the estimated tax impact of the above items.

Note 11. Goodwill and Acquired Intangible Assets

Goodwill

The following table summarizes the changes in the carrying amount of goodwill as of the dates presented (in thousands):

Acquired Intangible Assets

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

Amortization expense for the three months ended June 30, 2026 and 2025 was$5.7 million and$5.3 million, respectively. Amortization expense for the six months ended June 30, 2026 and 2025 was$11.9 million and$9.4 million, respectively.

As of June 30, 2026, the estimated annual amortization expense of intangible assets for each of the next five years and thereafter is expected to be as follows (in thousands):

Note 12. Debt

2024 Amended Revolving Credit Facility

There wereno borrowings outstanding under the 2024 Amended Revolving Credit Facility as of June 30, 2026 and December 31, 2025.

The Company was in compliance with all covenants associated with the 2024 Amended Revolving Credit Facility as of June 30, 2026.

On February 23, 2024, the Company entered into an Amended and Restated Credit Agreement for a five-year senior secured revolving credit syndication loan (2024 Revolving Credit Facility) with four banks for a total commitment of$125.0 million. The 2024 Revolving Credit Facility provides for an incremental facility in an amount equal to$50.0 million plus 100% of Consolidated Adjusted EBITDA based on the most recent consolidated financial information. In addition, the 2024 Revolving Credit Facility includes a$10.0 million letter of credit sub-facility and a$5.0 million swingline sub-facility, with available borrowings under the 2024 Revolving Credit Facility reduced by the amount of any letters of credit and swingline borrowings outstanding from time to time. The 2024 Revolving Credit Facility is guaranteed by Flywire’s current and future material domestic subsidiaries and is secured by substantially all of the assets of the borrowers and guarantors thereunder, subject to customary exceptions.

On August 1, 2025, the Company entered into an amendment (the 2025 Revolving Credit Facility Amendment) to the 2024 Revolving Credit Facility with five banks to increase the total commitments from$125.0 million to $300.0 million and make certain conforming and administrative changes. The 2024 Revolving Credit Facility, as amended by the 2025 Revolving Credit Facility Amendment, is hereinafter referred to as the 2024 Amended Revolving Credit Facility. Four of the lenders under the 2025 Revolving Credit Facility Amendment were existing lenders under the 2024 Revolving Credit Facility.

Interest expense for the three months ended June 30, 2026 and 2025 was$0.3 million and$1.1 million, respectively. Included in interest expense for the three months ended June 30, 2026 and 2025 was$0.1 million and less than$0.1 million of amortization of debt issuance costs. Interest expense for the six months ended June 30, 2026 and 2025 was$0.6 million and$1.8 million, respectively. Included in interest expense for the six months ended June 30, 2026 and 2025 was$0.2 million and$0.1 million of amortization of debt issuance costs.

Letters of Credit

As of June 30, 2026 and December 31, 2025, the Company had outstanding and unused letters of credit in the amount of approximately$8.0 million and$7.9 million, respectively, for the purpose of protecting third-party service providers against defaults. The letters of credit may be terminated at any time by the Company upon notice.

Note 13. Stockholders’ Equity

Preferred Stock

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

Common Stock

The Company’s current amended and restated certificate of incorporation authorizes the issuance of 2,000,000,000 shares of voting common stock with a par value of $0.0001 per share and 10,000,000 shares of non-voting common stock with a par value of $0.0001 per share. The voting and non-voting shares are identical, except that holders of voting common stock are entitled to one vote for each share on each matter properly submitted to the Company’s stockholders for their vote, while holders of non-voting common stock are not entitled to vote on such matters. Holders of voting common stock and non-voting common stock are entitled to receive any dividends as may be declared from time to time by the board of directors.

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

Share Repurchase Program

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

On May 13, 2026, the Company entered into a privately negotiated securities repurchase agreement with its sole pre-IPO stockholder of non-voting common stock to repurchase all of the 1,873,320 shares of the Company’s outstanding non-voting common stock from the stockholder (the Non-Voting Common Stock Repurchase). The transaction had an aggregate purchase price of approximately $29.0 million, representing approximately $15.50 pershare. The Company funded the transaction entirely with cash on its balance sheet under the Repurchase Program. Following the completion of therepurchase, the shares of non-voting common stock were retired and no shares of non-voting common stock were outstanding.

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

During the three and six months ended June 30, 2026, the Company repurchased 3,140,218 and 4,047,247 shares of its common stock for an aggregate amount, including commissions and accrued excise tax, of$49.5 million and$59.5 million under the Repurchase Program, respectively. With the exception of the Non-Voting Common Stock Repurchase, the repurchased shares are currently being held as treasury stock on the condensed consolidated balance sheet. As of June 30, 2026, approximately$122.7 million of the$300 million authorized amount under the Repurchase Program remained available for future repurchases.

All of the Company’s repurchases are subject to a 1% excise tax enacted by the Inflation Reduction Act of 2022 (the IRA). The amount of share repurchases subject to the excise tax are reduced by the fair market value of any shares issued during the taxable year. As of June 30, 2026, the accrued excise tax liability pursuant to the IRA was$0.3 million. The accrued excise tax liability is included in the cost of treasury stock and accrued expenses and other current liabilities on the Company's condensed consolidated balance sheet. During the three months ended June 30, 2026, the Company paid $0.3 million of its accrued excise tax liability related to the 2025 tax year.

Treasury Stock

The Company may issue treasury stock upon the exercise of stock options and vesting of restricted stock units granted under its equity incentive plans. The Company issued 17,092 and 63,893 treasury shares at an average cost of$11.53 and$11.56 per share during the three and six months ended June 30, 2026, respectively. The Company issued 9,330 and 28,512 treasury shares at an average cost of$11.50 and$10.43 per share during the three and six months ended June 30, 2025. The Company intends to issue treasury shares as long as an adequate number of those shares are available.

Comprehensive (Loss) Income

Comprehensive (loss) income includes all changes in equity during the period and is comprised of net income (loss) and other comprehensive income (loss). Accumulated other comprehensive income (AOCI) reported on the Company's condensed consolidated balance sheets for the period ending June 30, 2026 consists of foreign currency translation adjustment and the unrealized gains and losses, net of applicable taxes, on available-for-sale debt securities.

The following tables summarize the changes in AOCI for the three andsix months ended June 30, 2026 and 2025 (in thousands):

Reserved Shares of Common Stock for Future Issuance

As of June 30, 2026, the Company had reserved shares of common stock for future issuance as follows:

Note 14. Stock-Based Compensation

Stock Options

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

The Company did not grant any options to purchase shares of common stock during the three and six months ended June 30, 2026 and 2025.

As of June 30, 2026, there wasno unrecognized compensation expense related to unvested stock options.

Restricted Stock Units

The Company awarded restricted stock units to employees and certain non-employee board members under the 2021 Plan. During the three and six months ended June 30, 2026, the Company awarded restricted stock units covering an aggregate of 0.3 million and 5.9 million shares of common stock, respectively. The fair value of each restricted stock unit is estimated based on the fair value of the Company's common stock on the date of the grant. The restricted stock units vest over the requisite service period, which range betweenone andfour years from the date of the grant, subject to the continued employment of the employees and service of the non-employee board members.

As of June 30, 2026, there was$151.5 million of total unrecognized compensation expense related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 2.86 years.

Employee Stock Purchase Plan

In April 2021, the Company’s board of directors adopted, and in May 2021 its stockholders approved, the 2021 Employee Stock Purchase Plan (ESPP), which became effective on May 28, 2021. The ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to "eligible employees". A total of 6,623,078 shares of common stock have been reserved for future issuance under the ESPP, in addition to any annual automatic evergreen increases in the number of shares of common stock reserved for future issuance under the ESPP. The price at which common stock is purchased under the ESPP is equal to 85% of the fair market value of a share of common stock on the first or last day of the offering period, whichever is lower. Eligible employees can contribute up to the lesser of 15% of their eligible compensation and the IRS limit. Offering periods are generally six months long.

As of June 30, 2026, a total of 6,623,078 shares of the Company's common stock were available for future issuance under the ESPP.

The fair value of the ESPP offering during the three months ended June 30, 2026, was estimated at the start of the offering period using the Black-Scholes option-pricing model with the following assumptions: (i) expected term of 0.5 years, (ii) expected volatility of 50.06%, (iii) risk-free interest rate of 3.79% and (iv) expected dividend yield of 0%.

As of June 30, 2026, there was$0.4 million of unrecognized compensation expense related to the ESPP.

Stock-Based Compensation Costs

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

During the three months ended June 30, 2026 and 2025,$0.9 million and$0.7 million, respectively, of stock-based compensation was capitalized to internal-use software, deferred contract costs, and cloud-computing arrangement implementation costs. During the six months ended June 30, 2026 and 2025,$1.4 million and$1.1 million, respectively, of stock-based compensation was capitalized to internal-use software, deferred contract costs, and cloud-computing arrangement implementation costs.

Note 15. Net (Loss) Income per Share

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

In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the three months ended June 30, 2026 and 2025, and for the six months ended June 30, 2025; accordingly, basic net loss per share attributable to common stockholders was the same as diluted net loss per share attributable to common stockholders.

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

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

Outstanding potentially dilutive securities, which were excluded from the diluted net (loss) income per share calculations because they would have been antidilutive were as follows as of the dates presented:

Note 16. Income Taxes

The Company’s provision for income taxes during the interim periods is determined using an estimate of the Company’s annual effective tax rate, which is adjusted for certain discrete tax items during the interim period. The Company recorded an income tax provision of$2.8 million and$7.0 million for the three months ended June 30, 2026 and 2025, respectively. The income tax provision for the three months ended June 30, 2026 and 2025, was primarily attributable to activity in the Company's foreign subsidiaries and U.S. state taxes. The Company recorded an income tax provision of$5.0 million and$6.1 million for the six months ended June 30, 2026 and 2025, respectively. The income tax provision for the six months ended June 30, 2026 and 2025, was primarily attributable to activity in the Company's foreign subsidiaries and U.S. state taxes.

For the six months ended June 30, 2026 and 2025, the Company’s effective tax rate differs from the U.S. federal statutory rate primarily due to the impact of non-deductible executive compensation and the change in valuation allowance in the U.S., respectively.

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

The Company’s management evaluates the realizability of the Company’s deferred tax assets based on all available evidence, both positive and negative. The realization of net deferred tax assets is dependent on the Company’s ability to generate sufficient future taxable income during the foreseeable future. As of June 30, 2026, the Company continues to maintain a full valuation allowance of the U.S. net deferred tax assets. The Company will continue to maintain a full valuation allowance on its deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of this allowance. The Company believes that there is a reasonable possibility that sufficient positive evidence may become available to reach a conclusion that a portion of the valuation allowance may no longer be needed in the foreseeable future. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. The exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company is able to actually achieve.

On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act of 2025 (OBBBA), which introduced comprehensive changes to the U.S. corporate income tax system. While the majority of the OBBBA’s provisions became effective for the Company beginning January 1, 2026, certain capital investment and innovation incentives were retroactively applicable to the 2025 fiscal year. The OBBBA reinstated 100% bonus depreciation for qualified property placed in service after January 19, 2025. It also restored the ability to immediately expense domestic research and development (R&D) expenditures, allowing for a 100% deduction (or 50% over two years for unamortized costs) for tax years beginning after December 31, 2024. The impact of these retroactive changes was recognized in the Company’s income tax provision for the year ended December 31, 2025, and did not have a material effect on the consolidated financial statements. We continue to evaluate the long-term effects of the legislation on the Company's estimated annual effective tax rate and cash tax position. Based on current analysis, the OBBBA did not have a material impact on the Company's condensed consolidated financial statements for the six months ended June 30, 2026.

Note 17. Commitments and Contingencies

Legal proceedings

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

As of June 30, 2026, other than the pending securities class action claim described below, the Company was not a party to any litigation the outcome of which, the Company believes, if determined adversely to it, would individually or in the aggregate, have a material adverse effect on its financial position, results of operations, or cash flows.

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

On July 25, 2025, the Company and certain of its current and former officers were named as defendants in a securities class action complaint captioned Hickman v. Flywire Corporation filed in the United States District Court for the Eastern District of New York on behalf of a putative class of investors who purchased Flywire securities from February 28, 2024, through February 25, 2025. In January 2026, the complaint was amended to, among other matters, remove a former officer from the claim and modify the class period to the time period between May 21, 2024 through February 25, 2025. Plaintiffs’ counsel filed a second amended complaint on May 7, 2026, which among other matters, added new allegations and another named plaintiff. Plaintiffs allege that the defendants violated Sections 10(b) and 20(a) of the Exchange Act by purportedly overstating the strength and sustainability of the Company's revenue growth and understating the negative impact of certain government permit and visa related policies on the business. The lawsuit seeks unspecified damages, costs, attorneys’ fees, and other relief. The Company believes it has strong defenses against the asserted claims, intends to vigorously defend itself, and filed a motion to dismiss in response to the second amended complaint on June 15, 2026.

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

Indemnification

In the ordinary course of business, the Company agrees to indemnify certain partners and clients against third-party claims asserting infringement of certain intellectual property rights, data privacy breaches, damages caused to property or persons, or other liabilities relating to or arising from the Company’s payment platform or other contractual obligations. In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any pending indemnification matters or claims, individually or in the aggregate, that are expected to have a material adverse effect on its financial position, results of operations, or cash flows and had not accrued any liabilities related to such obligations in its condensed consolidated financial statements for the periods ended June 30, 2026 and December 31, 2025.