Flywire Corp

Previous 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.

Current wording

•Rapid domestic and international payments volume growth. We have grown our total payment volume by approximately 27.7% period-over-period from $13.9 billion during the three months ended September 30, 2025 to $17.8 billion during the three months ended September 30, 2026. We have grown our total payment volume by approximately 32.5% period-over-period from $28.2 billion during the nine months ended September 30, 2025 to $37.4 billion during the nine months ended September 30, 2026.

Previous wording

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

Current wording

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

Previous wording

As of 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.

Current wording

As of September 30, 2026, we serve approximately 5,400 clients around the world, excluding clients acquired from the Sertifi and Invoiced acquisitions. In education, we serve approximately 3,400 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 1,850 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, $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.

Current wording

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 $606.2 million and $465.5 million for the nine months ended September 30, 2026 and 2025, respectively, and reported net income of $78.9 million and $13.5 million, respectively, for the same periods.

Previous wording

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

Current wording

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

Previous wording

We had approximately 1,500 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%.

Current wording

We had approximately 1,550 full-time FlyMates as of September 30, 2026, compared to approximately 1,382 full-time FlyMates as of September 30, 2025, an increase of 12.2%.

Previous wording

In February 2025, we entered into a Purchase and Sale Agreement (the Agreement) to acquire the business of Sertifi LLC (Sertifi) for upfront cash consideration of $330.0 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.

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 $7.8 million and $18.4 million in platform revenue during the three and nine months ended September 30, 2025, respectively, and $5.1 million and $11.5 million in transactional revenue during the three and nine months ended September 30, 2025, respectively.

Previous wording

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

Current wording

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

Previous wording

In February 2025, we announced a restructuring plan 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.

Current wording

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

Previous 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.

Current wording

During the nine months ended September 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.

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 expected to issue up to 408,000 study permits in 2026, 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 do 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 six months ended June 30, 2026 and we anticipate will continue to impact our Australian revenues in 2026.

Current wording

Similarly, since late 2023, the Australian government has taken 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 (lifting the planning level by 25,000 from the 270,000 baseline set for 2025). In July 2026, the Australian government announced that the national planning level for 2027 will remain at 295,000 new international student commencements, maintaining allocation stability across active international education providers. These new Australian government policies, including university quotas, slower visa processing, higher fees, and stricter financial and language requirements, have had an adverse impact on our business in the nine months ended September 30, 2026 and we anticipate will continue to impact our Australian revenues for the remainder of 2026.

Previous wording

Other governments where our client institutions are located, including in the U.S., may introduce measures from time to time to manage the growth of the international student population in their respective countries, which may have adverse effects on our business. For example, the U.S. government’s recent announcement to impose a $100,000 filing fee per new H-1B visa could adversely impact demand for international students to attend our client institutions in the U.S. 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.

Current wording

Other governments where our client institutions are located, including in the U.S., may introduce measures from time to time to manage the growth of the international student population in their respective countries, which may have adverse effects on our business. For example, the U.S. government’s recent announcement to impose a $100,000 filing fee per new H-1B visa could adversely impact demand for international students to attend our client institutions in the U.S. The new H-1B visa fee does not apply to international students already in the U.S. looking to apply for a status change. In June 2026, the U.S. District Court for the District of Massachusetts issued an order barring implementation of the $100,000 fee, which the U.S. Court of Appeals for the First Circuit declined to stay in July 2026, and on September 30, 2026, the U.S. District Court for the Northern District of California separately blocked implementation of the fee. The U.S. government has since extended the presidential proclamation imposing the fee for an additional year, and in August 2026, the U.S. Department of Homeland Security proposed a rule that would establish a permanent fee of approximately $103,000 for certain new H-1B petitions. The status and validity of the fee therefore remain subject to ongoing litigation and rulemaking. 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. In July 2026, the U.S. Department of Homeland Security published a final rule that would replace the open-ended "duration of status" for F-1 visa holders with a fixed maximum admission period of up to four years. Although the U.S. District Court for the District of Massachusetts preliminarily enjoined implementation of the rule on September 14, 2026, the day before it was scheduled to take effect, and the U.S. government has appealed that decision, the rule, if ultimately implemented, would create additional 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 the 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 rul…

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Previous wording

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

Current wording

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

Previous wording

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.

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. If implemented, this requirement would materially increase 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 of the proclamation or to extensions or renewals for existing H-1B visa holders. In June 2026, the U.S. District Court for the District of Massachusetts issued an order barring implementation of the $100,000 fee, which the U.S. Court of Appeals for the First Circuit declined to stay in July 2026, and on September 30, 2026, the U.S. District Court for the Northern District of California separately blocked implementation of the fee. The U.S. government has since extended the presidential proclamation imposing the fee for an additional year, and in August 2026, the U.S. Department of Homeland Security proposed a rule that would establish a permanent fee of approximately $103,000 for certain new H-1B petitions. The status and validity of the fee therefore remain subject to ongoing litigation and rulemaking. 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

Most of these changes recently went into effect on July 1, 2026, therefore U.S. students entering or returning to college in the fall of 2025 were unaffected, and while management actively monitors institutional adaptation to these regulatory updates, 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

Most of these changes went into effect on July 1, 2026 and while management actively monitors institutional adaptation to these regulatory updates, the impacts of the bill may affect U.S. student enrollment in undergraduate and postgraduate programs and could materially and adversely affect our revenue and results of operations.

Previous wording

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

Current wording

In addition, in October 2025 the current administration introduced a proposed policy initiative known as the “Compact for Academic Excellence in Higher Education” (Compact), which would condition certain federal funding and grant eligibility for U.S. universities on compliance with a new set of policy standards. These standards reportedly include tuition caps, modifications to international student enrollment, changes to admissions criteria, and governance-related certifications. While the Compact has not been widely adopted and the administration has indicated that it may revise the proposal, its adoption - whether in its current or modified form - could materially affect the operating environment for higher-education institutions in the United States.

Previous wording

At this stage, the potential financial impact of the Compact cannot be quantified, as the proposal has not yet been finalized or enacted. Many major American research universities explicitly rejected the Compact, citing severe threats to academic freedom, institutional autonomy, and First Amendment violations. A small number of ideologically aligned or smaller institutions formally moved to sign and adopt the Compact's conditions. While technically "in effect" for anyone willing to sign it, the true battle centers around federal funding. Major higher education associations (like the American Council on Education and NASFAA) continue to fiercely oppose the framework. Meanwhile, institutions that have refused the Compact have faced aggressive legal and financial pressure from the government, including the freezing of previously approved federal funds to leverage compliance.

Current wording

At this stage, the potential financial impact of the Compact cannot be quantified, as the proposal has not yet been finalized or enacted. A number of major U.S. research universities have declined to sign the Compact, citing concerns regarding academic freedom, institutional autonomy and constitutional protections, while a small number of institutions have signed or agreed to adopt the Compact's conditions. Several major higher education associations, including the American Council on Education and NASFAA, have publicly opposed the Compact. Certain institutions that have declined to sign the Compact have reported increased scrutiny of, or delays or freezes in, previously approved federal funding.

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 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…

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Current wording

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 nine months ended September 30, 2026, we may not be able to sustain or increase our growth 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 maintain 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 continue to focus on 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. However, the extent of the ongoing impact of these macroeconomic events on our and our clients’ business, our markets and on global economic activity, is uncertain and the related financ…

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Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

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 Restructuring Plan announced in February 2025, related to employee transition, notice period, severance, employee benefits and facilitation costs.

Previous wording

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

Current wording

(Benefit from) 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. Due to the history of pre-tax losses, we maintained an income tax valuation allowance against our net U.S. deferred tax assets through the second quarter of 2026. In the third quarter of 2026, after evaluating all available positive and negative evidence related to our U.S. operations, we released $25.2 million of valuation allowances on our net U.S. deferred tax assets, including federal and state NOLs. Changes in the U.S. and foreign tax law may impact our overall provision for income taxes in the future.

Previous wording

All dollar amounts in the tables below are rounded and as a result, certain amounts may not recalculate using the rounded amounts provided.

Current wording

All dollar amounts in the tables below are rounded based on whole numbers and as a result, certain amounts may not recalculate using the rounded amounts provided.

Previous 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:

Current wording

Revenue was $250.3 million for the three months ended September 30, 2026, compared to $200.1 million for the three months ended September 30, 2025, an increase of $50.2 million or 25.1%. Revenue is comprised of transaction revenue and platform and other revenues as follows:

Previous wording

Transaction revenue was $135.9 million for the three months ended June 30, 2026, compared to $100.6 million for the three months ended June 30, 2025, an increase of $35.3 million or 35.1%. The increase in transaction revenue was primarily driven by growth in transaction payment volumes for the three months ended June 30, 2026 from both our existing clients and new clients added during the three months ended June 30, 2026 compared to the prior period. Our transaction payment volume outpaced our revenue growth during the three months ended June 30, 2025, primarily due to the increase in domestic transactions that have a lower average monetization rate. Transaction payment volume increased 43.1% during the three months ended June 30, 2026, to $7.1 billion compared to $5.0 billion during the three months ended June 30, 2025.

Current wording

Transaction revenue was $215.1 million for the three months ended September 30, 2026, compared to $167.2 million for the three months ended September 30, 2025, an increase of $47.9 million or 28.7%. The increase in transaction revenue was primarily driven by growth in transaction payment volumes for the three months ended September 30, 2026 from both our existing clients and new clients added during the three months ended September 30, 2026 compared to the prior period. Our transaction payment volume grew in line with our revenue growth during the three months ended September 30, 2026, driven primarily by an increased mix of credit card transactions and higher monetization rates offset by growth in domestic processing. Transaction payment volume increased 28.5% during the three months ended September 30, 2026, to $14.8 billion compared to $11.5 billion during the three months ended September 30, 2025.

Previous 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.

Current wording

Platform and other revenues were $35.2 million for the three months ended September 30, 2026, compared to $33.0 million for the three months ended September 30, 2025, an increase of $2.2 million or 6.8%. The increase in platform and other revenues was driven by an increase in utilization in our healthcare, SFS, and travel solutions, offset by our insurance business.

Previous 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.

Current wording

Payment processing services costs were $94.0 million for the three months ended September 30, 2026, compared to $72.3 million for the three months ended September 30, 2025, an increase of $21.7 million or 30.0%. The increase in payment processing services costs was correlated with the increase in transaction payment volume of 28.5% 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 $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.

Current wording

Technology and development expenses were $16.7 million for the three months ended September 30, 2026, compared to $17.7 million for the three months ended September 30, 2025, a decrease of $1.0 million or 5.6%. The decrease in technology and development cost was primarily driven by a decrease in stock-based compensation, offset by an increase in personnel costs.

Previous wording

Stock-based compensation expense was $2.5 million for the three months ended June 30, 2026 compared to $3.2 million for the three months ended June 30, 2025, a decrease of $0.6 million or 20.0%. The decrease in stock-based compensation was primarily driven by an initiative to control shareholder dilution by lowering the volume of equity awards granted to FlyMates, partially offset by growth in headcount.

Current wording

•Stock-based compensation expense was $2.2 million for the three months ended September 30, 2026 compared to $3.6 million for the three months ended September 30, 2025, a decrease of $1.3 million or 37.1%. The decrease in stock-based compensation was primarily driven by an initiative to control shareholder dilution by lowering the volume of equity awards granted to FlyMates, partially offset by growth in headcount.

Previous wording

Personnel costs were $12.8 million for the three months ended June 30, 2026 compared to $10.8 million for the three months ended June 30, 2025, an increase of $2.0 million or 18.7%. The increase in personnel costs was primarily driven by higher headcount.

Current wording

•Personnel costs were $11.3 million for the three months ended September 30, 2026 compared to $10.8 million for the three months ended September 30, 2025, an increase of $0.5 million or 4.6%. The increase in personnel costs was primarily driven by higher headcount.

Previous wording

Selling and marketing expenses were $38.9 million for the three months ended June 30, 2026, compared to $38.4 million for the three months ended June 30, 2025, an increase of $0.5 million or 1.3%. The increase in selling and marketing expenses was primarily driven by stock-based compensation and personnel costs, offset by a decrease in engineering tools and professional fees.

Current wording

Selling and marketing expenses were $42.6 million for the three months ended September 30, 2026, compared to $41.9 million for the three months ended September 30, 2025, an increase of $0.7 million or 1.6%. The increase in selling and marketing expenses was primarily driven by stock-based compensation.

Previous wording

Stock-based compensation was $5.9 million for the three months ended June 30, 2026, compared to $4.9 million for the three months ended June 30, 2025, an increase of $1.0 million or 21.3%. The increase in stock-based compensation was primarily due to the appointment of a new product head and to the new issuance of equity awards, related to our FlyMates from the acquisition of Sertifi, offset by our initiative to control shareholder dilution by lowering the volume of equity awards granted to FlyMates.

Current wording

•Stock-based compensation was $5.9 million for the three months ended September 30, 2026, compared to $5.2 million for the three months ended September 30, 2025, an increase of $0.7 million or 12.9%. The increase in stock-based compensation was primarily due to the appointment of a new product head and to the new issuance of equity awards, related to our FlyMates from the acquisition of Sertifi, offset by our initiative to control shareholder dilution by lowering the volume of equity awards granted to FlyMates.

Previous wording

General and administrative expenses were $38.5 million for the three months ended June 30, 2026, compared to $30.2 million for the three months ended June 30, 2025, an increase of $8.3 million or 27.5%. The increase in general and administrative expenses was primarily driven by an increase in engineering tools, professional fees, net hedging activity gains, and personnel costs.

Current wording

General and administrative expenses were $44.3 million for the three months ended September 30, 2026, compared to $36.0 million for the three months ended September 30, 2025, an increase of $8.3 million or 23.1%. The increase in general and administrative expenses was primarily driven by an increase in chargebacks, engineering tools, net hedging activity losses, and the change in fair value of contingent consideration.

Previous wording

Engineering tools were $5.0 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 $2.3 million or 84.2%. The increase in engineering tools was attributable to higher cloud hosting and infrastructure costs resulting from increased data processing and storage volumes and increased software licensing and subscription fees associated with headcount growth during the period.

Current wording

•Engineering tools were $5.4 million for the three months ended September 30, 2026, compared to $3.6 million for the three months ended September 30, 2025, an increase of $1.8 million or 51.5%. The increase in engineering tools was attributable to higher cloud hosting and infrastructure costs resulting from increased data processing and storage volumes and increased software licensing and subscription fees associated with headcount growth during the period.

Previous 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.

Current wording

•Net hedging activity losses were $2.8 million for the three months ended September 30, 2026, compared to a loss of $1.0 million for the three months ended September 30, 2025, an increase of $1.8 million or 188.9%. The increase in net hedging activity was primarily driven by foreign currency fluctuations, primarily in the British Pound.

Previous 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.

Current wording

Interest expense was $0.5 million for the three months ended September 30, 2026, compared to $1.2 million for the three months ended September 30, 2025, a decrease of $0.7 million or 61.3%. During the three months ended September 30, 2026, there was no outstanding indebtedness under the 2024 Amended Revolving Credit Facility. During the three months ended September 30, 2025, there was $15.0 million outstanding indebtedness under the 2024 Amended Revolving Credit Facility. Interest expense consists primarily of interest expense, amortization of debt issuance costs, and unused commitment fees related to our 2024 Amended Revolving Credit Facility.

Previous wording

Interest income was $0.7 million for the three months ended June 30, 2026, compared to $1.1 million for the three months ended June 30, 2025, a decrease of $0.4 million or 36.4%. The decrease in interest income was primarily attributable to the decrease in our investments.

Current wording

Interest income was $0.5 million for the three months ended September 30, 2026, compared to $0.8 million for the three months ended September 30, 2025, a decrease of $0.3 million or 34.2%. The decrease in interest income was primarily attributable to the decrease in our investments and lower interest rates beginning in the second half of 2025.

Previous wording

Loss from remeasurement of foreign currency was $2.9 million for the three months ended June 30, 2026, compared to a gain of $3.9 million for three months ended June 30, 2025, a decrease of $6.8 million or 174.4%. The decrease was primarily the result of the remeasurement of foreign currency intercompany loan and related hedging instruments and the impact of fluctuations in exchange rates during respective remeasurement periods.

Current wording

Loss from remeasurement of foreign currency was $0.5 million for the three months ended September 30, 2026, compared to a loss of $0.6 million for three months ended September 30, 2025, a decrease of $0.2 million or 27.9%. The decrease was primarily the result of the remeasurement of foreign currency intercompany loan and related hedging instruments and the impact of fluctuations in exchange rates during respective remeasurement periods.

Previous 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.

Current wording

The benefit from income taxes was $22.2 million during the three months ended September 30, 2026, compared to a provision of $1.6 million during the three months ended September 30, 2025, a decrease of $23.8 million or 1,514.5%. The benefit from income taxes for the three months ended September 30, 2026, was primarily attributable to the release of the U.S. valuation allowance, offset by activity in our foreign subsidiaries and U.S. state taxes. The provision for income taxes for the three months ended September 30, 2025, was primarily driven by activity in our foreign subsidiaries and U.S. state taxes. Our effective tax rate was (42.4)% for the three months ended September 30, 2026, compared to 5.0% for three months ended September 30, 2025.