Flywire Corp (FLYW)
SIC breadcrumb: Services > Business Services > SIC 7389 Services-Business Services, NEC
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1580560. Latest filing source: 0001193125-26-067540.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 623,025,000 | USD | 2025 | 2026-02-24 |
| Net income | 13,497,000 | USD | 2025 | 2026-02-24 |
| Assets | 1,253,313,000 | USD | 2025 | 2026-02-24 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001580560.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenue | 94,918,000 | 131,783,000 | 201,149,000 | 289,375,000 | 403,094,000 | 492,144,000 | 623,025,000 | |
| Net income | -20,116,000 | -11,107,000 | -28,085,000 | -39,347,000 | -8,566,000 | 2,900,000 | 13,497,000 | |
| Operating income | -17,457,000 | -15,815,000 | -13,257,000 | -30,220,000 | -21,518,000 | -7,255,000 | 11,295,000 | |
| Diluted EPS | -0.60 | -0.39 | -0.36 | -0.07 | 0.02 | 0.11 | ||
| Operating cash flow | 4,073,000 | -14,223,000 | 17,131,000 | 5,427,000 | 76,346,000 | 98,669,000 | 100,175,000 | |
| Capital expenditures | 3,748,000 | 2,141,000 | 1,049,000 | 1,353,000 | 1,009,000 | 924,000 | 1,350,000 | |
| Assets | 271,442,000 | 639,845,000 | 674,287,000 | 1,079,731,000 | 1,122,446,000 | 1,253,313,000 | ||
| Liabilities | 123,034,000 | 157,644,000 | 192,384,000 | 293,614,000 | 307,679,000 | 418,142,000 | ||
| Stockholders' equity | -58,335,000 | -75,278,000 | -81,762,000 | 482,201,000 | 481,903,000 | 786,117,000 | 814,767,000 | 835,171,000 |
| Cash and cash equivalents | 104,052,000 | 385,360,000 | 349,177,000 | 654,608,000 | 495,242,000 | 330,303,000 | ||
| Free cash flow | 325,000 | -16,364,000 | 16,082,000 | 4,074,000 | 75,337,000 | 97,745,000 | 98,825,000 |
Ratios
| Metric | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Net margin | -21.19% | -8.43% | -13.96% | -13.60% | -2.13% | 0.59% | 2.17% | |
| Operating margin | -18.39% | -12.00% | -6.59% | -10.44% | -5.34% | -1.47% | 1.81% | |
| Return on equity | -5.82% | -8.16% | -1.09% | 0.36% | 1.62% | |||
| Return on assets | -4.09% | -4.39% | -5.84% | -0.79% | 0.26% | 1.08% | ||
| Liabilities / equity | 0.33 | 0.40 | 0.37 | 0.38 | 0.50 | |||
| Current ratio | 1.68 | 3.78 | 2.54 | 2.98 | 2.63 | 1.50 |
Financial Charts
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001580560.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | -0.22 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | -0.04 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | -0.03 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 84,869,000 | -16,813,000 | -0.15 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 123,323,000 | 10,643,000 | 0.08 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 100,545,000 | 1,287,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 114,103,000 | -6,217,000 | -0.05 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 103,676,000 | -13,880,000 | -0.11 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 156,815,000 | 38,896,000 | 0.30 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 117,550,000 | -15,899,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 133,452,000 | -4,160,000 | -0.03 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 131,891,000 | -12,007,000 | -0.10 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 200,138,000 | 29,631,000 | 0.23 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 157,544,000 | 33,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 188,112,000 | 12,518,000 | 0.10 | reported discrete quarter |
Quarterly Charts
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001580560-26-000005.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this Quarterly Report on Form 10-Q includes forward-looking statements that involve risks and uncertainties. You should read the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our fiscal year end is December 31, and our fiscal quarters end on March 31, June 30, September 30, and December 31. Overview Flywire is a leading global payments enablement and software company. Our next-gen payments platform, proprietary global payment network, and vertical-specific software help our clients get paid and help their customers pay with ease—no matter where they are in the world. Our clients rely on us for integrated solutions that are both global and local, and combine tailored invoicing, flexible payment options, and highly personalized omni-channel experiences. We believe we make generational advances for our clients by transforming payments into a source of value and growth for their organizations while delighting their customers with payment experiences that are engaging, secure, fast, and transparent. Our Flywire Advantage is derived from three core elements: (i) our next-gen payments platform; (ii) our proprietary global payment network; and (iii) our vertical-specific software backed by our deep industry expertise. With our Flywire Advantage, we aim to power the transformation of our clients’ accounts receivable functions by automating paper and check-based business processes in addition to creating interactive, digital payment experiences for their customers. As a result, clients who implement our payments and software solutions can see increased digital payments and improved accounts receivable, higher enrollment in payment plans, and a reduction in customer support inquiries. We help our clients turn their accounts receivable functions into strategic, value-enhancing areas of their organizations. We reach clients through various channels, with our direct channel being our primary go-to-market strategy. Our industry-experienced sales and relationship management teams bring expertise and local reach, and our solution combines high-tech and high-touch functions backed by 24x7 multilingual customer support, resulting in high client and customer satisfaction. In addition, the value of our Flywire Advantage has been recognized, with global financial institutions and technology providers choosing to form channel partnerships with us. These partnerships promote organic referral and lead generation opportunities and enhance our indirect sales strategy. 25 The combination of our differentiated solution and efficient go-to-market strategy has resulted in strong and consistent client growth. • Rapid domestic and international payments volume growth. We have grown our total payment volume by approximately 36.5% period-over-period from $8.4 billion during the three months ended March 31, 2025 to $11.4 billion during the three months ended March 31, 2026. • Expanded global payments network. We have continued to add to the capabilities of our payment network by means of new local bank accounts and payment partners, and have expanded our global reach to over 240 countries and territories and more than 140 currencies. • 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. As of March 31, 2026, we serve approximately 5,100 clients around the world, excluding clients acquired from the Sertifi and Invoiced acquisitions. In education, we serve more than 3,200 institutions. In healthcare, we power more than 150 healthcare systems, including four of the top 10 healthcare systems in the United States ranked by hospital size as of December 31, 2025. In our travel and B2B verticals, we have a growing portfolio of approximately 1,700 clients. Our success in building our client base around the world and expanding utilization by our clients’ customers has allowed us to achieve significant scale. We enabled over $37.6 billion, $11.4 billion, and $8.4 billion in total payment volume during the year ended December 31, 2025 and three months ended March 31, 2026 and 2025, respectively. We generated revenue of $623.0 million and $492.1 million for the years ended December 31, 2025 and 2024, respectively, and reported net income of $13.5 million and $2.9 million, respectively, for the same years. We generated revenue of 26 $188.1 million and $133.5 million for the three months ended March 31, 2026 and 2025, respectively, and reported net income of $12.5 million and net loss of $4.2 million, respectively, for the same periods. We believe that the growth of our business and our operating results will be dependent upon many factors, including our ability to add new clients, expand the usage of our solutions by our existing clients and their customers, integrate the businesses and technology platforms that we acquire and increase the breadth and depth of our payments and software capabilities by adding new solutions. While these areas present significant opportunities for us, they also pose challenges and risks that we must successfully address in order to sustain the growth of our business and improve our operating results. 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. We had approximately 1,460 full-time FlyMates as of March 31, 2026, compared to approximately 1,180 full-time FlyMates as of March 31, 2025, an increase of 23.7%. Capital Allocation Strategy and Share Repurchases On May 5, 2026, we announced our intention to initiate an accelerated share repurchase (ASR) program of up to $50.0 million under our existing Repurchase Program. We believe this intended action reflects our conviction in the intrinsic value of our business and our ability to generate consistent operating cash flows. We expect to fund the ASR with available cash on hand while maintaining sufficient liquidity to support our ongoing growth investment philosophy, which includes preserving financial flexibility to support continued investments in organic growth and strategic acquisitions. Recent Acquisitions In February 2025, we entered into a Purchase and Sale Agreement (the Agreement) to acquire the business of Sertifi LLC (Sertifi) for upfront cash consideration of $330.0 million, subject to certain post-closing adjustments set forth in the Agreement, and contingent consideration of up to $10.0 million upon the completion or satisfaction of certain technical and commercial milestones by Sertifi, with an estimated fair value of $3.1 million on the date of acquisition. During the year ended December 31, 2025, we paid $5.1 million for post-closing adjustments. Sertifi is a vertical software and payments platform digitizing hospitality-specific workflows and associated payments. We paid the upfront cash consideration through a combination of cash on hand and borrowings from our 2024 Revolving Credit Facility. The acquisition of Sertifi was intended to accelerate our travel business and expand our offerings to support over 20,000 hotel locations globally. Sertifi contributed $3.0 million in platform revenue and $1.7 million in transactional revenue during the three months ended March 31, 2025. 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. Restructuring In February 2025, we announced a restructuring plan designed to improve operational efficiencies, reduce operating costs and better align our workforce with current business needs, top strategic priorities, and key growth opportunities (collectively, the Restructuring Plan). In connection with the Restructuring Plan, we incurred restructuring and restructuring-related charges of $8.7 million during the year ended December 31, 2025, recorded within restructuring expenses on the condensed consolidated statements of operations and comprehensive income. Restructuring costs during the year ended December 31, 2025, primarily consisted of cash expenditures for severance payments and related expenses of $6.3 million and non-cash expenditures related to acceleration of vesting of share-based awards of $2.4 million. As of March 31, 2026, the accrued restructuring liability has been settled in full. 27 Our Revenue Model We generate revenue from transactions and from platform and other fees as described below. Transaction revenue includes fees earned from payment processing services provided to our clients, which is comprised of processing domestic and cross-border transactions. The fee is generally earned on each transaction through a rate applied to the total payment value of the transaction, which can vary based on the payment method, currency pairs being converted, and the geographic region in which our clients and their customers reside. Payment processing services also include fixed fees per transaction, which generally relate to domestic payments processed. It also includes marketing fees from credit card service providers for marketing arrangements in which we perform certain marketing activities to increase the awareness of the credit card provider and promote certain methods of payments, which we consider to be ancillary to the payment processing solutions we provide to our clients. Platform and other revenues primarily include (i) fees earned for the utilization of our platforms to o [Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes appearing elsewhere in this Annual Report on Form 10-K. Some of the information contained in this Annual Report on Form 10-K includes forward-looking statements that involve risks and uncertainties. You should read the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our fiscal year end is December 31, and our fiscal quarters end on March 31, June 30, September 30, and December 31. A discussion of our financial condition, results of operations, and cash flows for the year ended December 31, 2024 compared to the year ended December 31, 2023 is included in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 26, 2025. As discussed in Note 1 - Business Overview and Summary of Significant Accounting Policies to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K, the Company has revised its financial statements for the years ended December 31, 2024 and 2023, to correct certain statement of cash flow classification errors the Company determined were not material to any previously issued financial statements. The amounts included in this Item 7 have been similarly revised. Overview Flywire is a leading global payments enablement and software company. Our next-gen payments platform, proprietary global payment network and vertical-specific software help our clients get paid and help their customers pay with ease—no matter where they are in the world. Our clients rely on us for integrated solutions that are both global and local, and combine tailored invoicing, flexible payment options, and highly personalized omni-channel experiences. We believe we make generational advances for our clients by transforming payments into a source of value and growth for their organizations while delighting their customers with payment experiences that are engaging, secure, fast, and transparent. Our Flywire Advantage is derived from three core elements: (i) our next-gen payments platform; (ii) our proprietary global payment network; and (iii) our vertical-specific software backed by our deep industry expertise. With our Flywire Advantage, we aim to power the transformation of our clients’ accounts receivable functions by automating paper and check-based business processes in addition to creating interactive, digital payment experiences for their customers. As a result, clients who implement our payments and software solutions can see increased digital payments and improved accounts receivable, higher enrollment in payment plans, and a reduction in customer support inquiries. We help our clients turn their accounts receivable functions into strategic, value-enhancing areas of their organizations. We reach clients through various channels, with our direct channel being our primary go-to-market strategy. Our industry-experienced sales and relationship management teams bring expertise and local reach, and our solution combines high-tech and high-touch functions backed by 24x7 multilingual customer support, resulting in high client and customer satisfaction. In addition, the value of our Flywire Advantage has been recognized, with global financial institutions and technology providers choosing to form channel partnerships with us. These partnerships promote organic referral and lead generation opportunities and enhance our indirect sales strategy. 83 The combination of our differentiated solution and efficient go-to-market strategy has resulted in strong and consistent client growth. • Rapid domestic and international payments volume growth. We have grown our total payment volume by approximately 26.4% period-over-period from $29.7 billion during the year ended December 31, 2024 to $37.6 billion during the year ended December 31, 2025. We have grown our total payment volume by approximately 23.6% period-over-period from $24.0 billion during the year ended December 31, 2023 to $29.7 billion during the year ended December 31, 2024. • Expanded global payments network. We have continued to add to the capabilities of our payment network by means of new local bank accounts and payment partners, and have expanded our global reach to over 240 countries and territories and more than 140 currencies. • Strong dollar-based net retention. For the years ended December 31, 2025, 2024, and 2023, our annual net dollar-based retention rate was approximately 110%, 114%, and 125%, respectively. A main factor driving the decrease between 2023 and 2024 was changes to the international student visa policy in Canada. 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. As of December 31, 2025, we serve approximately 5,000 clients around the world, excluding clients acquired from the Sertifi and Invoiced acquisitions. In education, we serve more than 3,200 institutions. In healthcare, we power more than 150 healthcare systems, including four of the top 10 healthcare systems in the United States ranked by hospital size as of December 31, 2025. In our travel and B2B verticals, we have a growing portfolio of approximately 1,600 clients as of December 31, 2025. 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, $29.7 billion, and $24.0 billion in total payment volume during the years ended December 31, 2025, 2024, and 2023, respectively. We reported revenue of $623.0 million, 84 $492.1 million, and $403.1 million for the years ended December 31, 2025, 2024, and 2023, respectively, and incurred net income of $13.5 million and $2.9 million for the years ended December 31, 2025 and 2024, respectively, and net loss of $8.6 million for the year ended December 31, 2023. We believe that the growth of our business and our operating results will be dependent upon many factors, including our ability to add new clients, expand the usage of our solutions by our existing clients and their customers, integrate the businesses and technology platforms that we acquire and increase the breadth and depth of our payments and software capabilities by adding new solutions. While these areas present significant opportunities for us, they also pose challenges and risks that we must successfully address in order to sustain the growth of our business and improve our operating results. 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. We had approximately 1,400 full-time FlyMates as of December 31, 2025, compared to approximately 1,250 full-time FlyMates as of December 31, 2024. Recent Acquisitions 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. In August 2024, we acquired all of the issued and outstanding shares of Invoiced for an estimated total aggregate purchase price of approximately $51.7 million, consisting of approximately $47.2 million in cash consideration, net of cash acquired and up to $7.5 million of contingent consideration, with an estimated fair value of $4.5 million on the date of acquisition. The contingent consideration represented additional payments that we were required to make in the future dependent on the successful achievement of revenue, cross-selling, product, and security and IT milestones. During the years ended December 31, 2025 and 2024, we paid contingent considerations of $2.6 million and $1.1 million based on Invoiced's successful and timely achievement of contracted milestones. As of December 31, 2025, there were no remaining contingent consideration milestones for Invoiced outstanding. Invoiced is a U.S.-based software as a service (SaaS) B2B company that provides accounts receivable software that automates all aspects of billing, collections, payments, reporting, and forecasting within a single online platform. The acquisition of Invoiced was intended to accelerate our global expansion in our B2B vertical. See Note 10 - Business Combinations in our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K for additional details related to these acquisitions. Restructuring 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 85 expenses on the consolidated statements of operations and comprehensive income (loss). 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 December 31, 2025, the accrued restructuring liability was less than $0.1 million, which is included within accrued expenses and other current liabilities in the consolidated balance sheets. Total costs incurred in connection with the Restructuring Plan were complete as of June 30, 2025. Our Revenue Model We generate revenue from transactions and from platform and other fees as described below. Transaction revenue includes fees earned from payment processing services provided to our clients, which is comprised of processing domestic and cross-border transactions. The fee is generally earned on each transaction through a rate applied to the total payment value of the transaction, which can vary based on the payment method, currency pairs being converted, and the geographic region in which our clients and their customers reside. Payment processing services also include fixed fees per transaction, which generally relate to domestic payments processed. It also includes marketing fees from credit card service providers for marketing arrangements in which we perform certain marketing activities to increase the awareness of the credit card provider and promote certain methods of payments, which we consider to be ancillary to the payment processing solutions we provide to our clients. Platform and other revenues primarily include (i) fees earned for the utilization of our platforms to optimize cash collections and student application processing, which include revenue earned from software subscription fees and usage based fees, (ii) fees for the establishment of payment plans on our payment platform, (iii) fees related to printing, mailing, and other services which we consider to be ancillary to the solutions we provide to our clients, (iv) commissions from insurance providers when an end-user purchases an insurance policy, and (v) revenue from interest earned on funds held for customers in interest-bearing accounts. Platform and other revenues has been referred to as platform and usage based fee revenue in prior filings. Total Payment Volume To grow revenue from clients we must facilitate the use of our payment platform by our clients to process the amounts paid to them by their customers. The more our clients use our platform and rely upon our features to automate their payments, the more payment volume is processed on our solution. This metric provides an important indication of the value of the transactions that our clients’ customers are completing on our payment platform and is an indicator of our ability to generate revenue from our clients. We define total payment volume as the total amount paid to our clients on our payments platforms in a given period. Total payment volume is comprised of transaction payment volume and platform and other revenues payment volume. The following tables set forth the increase in our total payment volume, and the payment volume mix between transaction payment volume and platform and other revenues payment volume. Year Ended December 31, Change (dollars in millions) 2025 2024 Amount Percent Transaction payment volume $ 30,713.4 $ 23,207.6 $ 7,505.8 32.3% Platform and other revenues payment volume 6,840.7 6,507.7 333.0 5.1% Total payment volume $ 37,554.1 $ 29,715.3 $ 7,838.8 26.4% Key Factors Affecting Our Performance Increased Utilization by Our Clients and Their Customers Our ability to monetize our payments platform and global payment network is an important part of our business model. Today, we charge a fee based on the total payment volume we process on behalf of our clients. Our revenue and payment volume increases as our clients process more transactions on our payment platform and more money is collected through our global payment network. Increased average size of the payments processed on our payment platform also increases our revenue. Our ability to influence clients to process more transactions on our platform will have a direct impact on our revenue. 86 In addition, sustaining our growth requires continued adoption of our platform by new clients and further adoption of use cases such as payment plans, by our clients’ customers. Our ability to influence our clients to expand their customers’ usage of our platform also depends on our ability to successfully introduce new solutions, such as our solutions to support payments by international education consultants, B2B solutions, and our student financial software (SFS) solution, which provides institutions a comprehensive platform spanning the student financial lifecycle. Mix of Business on Our Platform Our revenue is affected by several factors, including the amount of payment volume processed by us on behalf of our clients, the industry in which our clients operate, the currency in which payments are made and received, the method of payment and the number of payment plans initiated by our clients’ customers. For example, we recognize more transaction revenue as our clients engage in cross border payment flows compared to domestic payments, which may increase or decrease depending on the industry in which our clients operate. In addition, the mix of payment methods utilized by our clients’ customers may have an impact on our margins given that our costs associated with certain payment methods, such as credit cards, are higher than other payment methods accepted by our solutions, such as bank transfers. 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 compared to our traditional, higher-margin products. We anticipate that the inclusion of this business mix will exert a moderate, downward pressure during the initial ramp-up phase on our overall consolidated gross profit margin percentage, even as it continues to contribute positively to our absolute gross profit dollars. During the year ended December 31, 2025, our business mix continued to exert downward pressure on our margins, driven by growing share of domestic transactions and credit card usage in travel and B2B and by our new payment processing solution in Healthcare, travel and B2B, partially offset by ongoing optimization of payment costs. We may experience shifts in the type of revenue we earn (transaction revenue or platform and other revenues) depending on the nature of the activity of our clients and our clients’ customers on our platform. Digital Transformation and Operational Focus We make significant investments in both new solutions and existing solution enhancement. New solution features and functionality are brought to market through a variety of distribution and promotional activities. We plan to continue to adopt emerging technologies, expand our library of software integrations and invest in the development of more features. While we expect our expenses related to technology and development to increase, we believe these investments will contribute to long-term growth and profitability. Additionally, we plan to continue to expand efforts to market our payment platform and global payment network directly to our clients through comprehensive marketing initiatives. We are focused on the effectiveness of sales and marketing spending and will continue to be strategic in maintaining efficient client acquisition in the next quarters, including adjusting spending levels as needed in response to changes in the economic environment. We are also executing a digital transformation initiative focused on enhancing our data, analytics, and systems. This includes investment in our data architecture, leveraging structured data across our distinct verticals to generate real-time insights, predictive capabilities, and innovative AI use cases for both our internal teams and clients. Our foundational data work is designed to enable enterprise-wide AI deployment, ensuring speed, accuracy, and maximizing long-term value through more efficient processes. Furthermore, we are optimizing internal systems and tools by consolidating our vendor footprint and automating processes. These efforts collectively reinforce our commitment to driving productivity, optimizing investments, and streamlining operations, thereby enhancing our platform's overall capabilities and providing deeper insights for our stakeholders. Seasonality Our operating results and operating metrics are subject to seasonality and volatility, which could result in fluctuations in our quarterly revenues and operating results or in perceptions of our business prospects. We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our revenue, which can vary by geographic corridor and vertical. For instance, our revenue has historically been largest in the third quarter driven by our education peak season. Some variability results from seasonal events including the timing of when our education clients’ customers make 87 their tuition payments on our payment platform and the number of business days in a month or quarter. For example, due to the overlap of China’s National Day and Mid-Autumn Festival in early October 2025, certain payments from our client’s Chinese customers that would typically be settled in the fourth quarter were accelerated into the third quarter prior to the start of the holidays. As a result, revenue that would ordinarily be recognized in the fourth quarter was instead recognized in the third quarter, distorting period-over-period comparisons and contributing to elevated third quarter results. Management does not expect this temporary shift in payment timing to have a material effect on overall annual results, but it may impact comparisons between affected quarters. We also experience volatility in certain other metrics, such as transactions processed, total payment volume and payment mix. Economic Conditions and Resulting Consumer Spending Trends Changes in macro-level consumer spending for education, healthcare and travel trends, including as a result of inflation or fluctuations in foreign exchange rates, could affect the amounts of volumes processed on our platform, thus resulting in fluctuations to our revenue streams. Impacts Resulting From Government Changes to International Student and H-1B Visa Policies Revenue from our education clients, which primarily includes clients in the United States, Canada, U.K., Europe, and Asia Pacific/Australia, is affected by several factors, including policies enacted by government organizations around the world that cap the issuance of international student visas. In January 2024, the Canadian government announced what at the time appeared to be a temporary intake cap on international student permit applications to stabilize new growth for a period of two years. This cap – intended to address Canada’s housing shortage, overburdened health systems, and rising costs of living – has reportedly reduced the number of international students coming to Canada by about 40% since implementation. Building on these changes, the Immigration, Refugees, and Citizenship Canada (IRCC) announced in January 2025 that new study permits for international students will be reduced by 10% from the 2024 target of 485,000 to 437,000 in 2025 and 2026. In November 2025, the IRCC announced that it expects to issue up to 408,000 study permits, including 155,000 to newly arriving international students, as outlined in the 2026–2028 Immigration Levels Plan, and 253,000 extensions for current and returning students. This number is 7% lower than the 2025 issuance target of 437,000 and 16% lower than the 2024 issuance target of 485,000. As of January 1, 2026, master’s and doctoral level students enrolled at a public designated learning institution in Canada will not need to submit a provincial or territorial attestation letter with their study permit application. When first instituted by the IRCC, the cap initially excluded students enrolled in master’s and PhD programs, but the IRCC more recently included master’s and doctoral students within the cap. Additionally, in November 2024, Canada ended its Student Direct Stream (SDS) program for expedited international student visa processing, and international students applying to study in Canada no longer need to prepay tuition to apply for a study permit. These limitations have resulted in a corresponding reduction in payment flows, which had an adverse effect on our business for the year ended December 31, 2025. 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 for the year ended December 31, 2025, and we anticipate will continue to impact our Australian revenues in 2026. The Australian government reclassified India as a highest-risk (Evidence Level 3) student-visa assessment jurisdiction under its Simplified Student Visa Framework (SSVF), shifting India from Evidence Level 2 to the more stringent Evidence Level 3 category effective January 8, 2026. This reclassification was attributed to what the Department of Home Affairs described as “emerging integrity risks,” including concerns about non-genuine applications and fraudulent documentation within the student visa system. Indian student visa applicants are now required to submit more extensive documentation, including detailed financial evidence, authenticated academic records, proof of English language proficiency, and may be 88 subject to additional background checks or interviews before a visa decision can be finalized. Some expected impacts to Australian universities include: • Expectation of longer student visa processing times, potentially extending from current medians to four–eight or more weeks, which could disrupt admissions and orientation schedules. • Increased administrative burden on international offices and recruitment staff to assist Indian applicants with enhanced documentation and compliance requirements. • Risk of a reduction in Indian student enrollments or delays in arrival, affecting tuition revenue and program planning. • Necessity for universities to adjust intake planning, including staggered start dates or expanded online coursework, to accommodate delayed visa issuance. • Potential for higher refusal rates requiring additional counseling and risk management for affected applicants. Flywire could experience reduced transaction volumes and delayed payment flows from its Australian clients’ Indian student corridors due to slower visa processing times, increased application friction, and potential declines in enrollment. These factors could adversely affect our revenue growth in the Asia-Pacific education vertical and increase operational complexity associated with refunds, deferred intakes, and compliance-related payment adjustments. In the U.K. as well, there have recently been significant modifications to the process and standards for issuance of international student visas which may reduce demand for international study and adversely affect our business. In November 2025, the U.K. budget confirmed that a levy of £925 per student per year of study will commence from August 2028, at the start of the 2028/29 academic year, for higher education institutions in England. All providers will be given an allowance of the first 220 international students per year not paying the levy, which may protect smaller, specialist providers from paying the charge. Of potentially more significance is the reduction of the U.K.’s Graduate Route post-study-work-visa from 24 to 18 months as taking effect for visa applications made after January 1, 2027. The change applies to bachelor’s and master’s degrees, and not to PhDs (which retain a 3-year option). All of these changes in UK visa policies for international students could potentially discourage international students from studying in the U.K. and have an adverse impact on our business. 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.Our U.S. market saw slower growth for the year ended December 31, 2025, due to shifting visa trends. In addition, in 2025 U.S. policy shifts have prompted dramatic action to rescind student visas (including deportation of students), plan additional cutbacks to the volume of international student visa issuances and more closely scrutinize applications for international student visas, and to cut government support for higher education, adding to uncertainty around the number of students coming to the U.S. to study in the near future. Delays in issuances of visas or visa denials – which could be exacerbated by the recent U.S. government shutdown – may discourage prospective international students from choosing U.S. institutions as places for study. Recent proposals in Congress to tighten visa stay rules and to implement the “OPT Fair Tax Act” could further dampen demand among international students to study in the U.S. The existing rules and any introduction of new rules further limiting the attractiveness of international study by the governments of countries where our client institutions are located has and is expected in the near term to continue to adversely impact the growth of our business in the applicable regions. We expect these changes to U.S. immigration policy will continue to dampen demands for international study and adversely impact our revenue growth in the U.S. in 2026. 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: • Requests for deferred admissions, increased student inquiries/concerns, and delays in expected enrollment; • Visa appointment cancellations, unavailability or delays in scheduling interviews as well as higher visa rejection rates - especially as to potential students from the countries that send the most students to the United States; and 89 • Students pivoting away from study and research in the United States. According to some studies, the top five countries that international students and scholars have indicated they are turning to instead of the United States are: United Kingdom, Australia, Canada, China, and Germany. These European and Asian study destinations that are gaining in market share of student interest often carry lower tuition and related costs of living relative to the United States, which may result in lower volume of payments processed within our education vertical. The expanded social media screening process to be applied by the DOS to student visa applicants establishes that, of those students seeking expedited appointments, priority should be given to those attending universities with lower international enrollment (15% or less). This change potentially disadvantages those seeking to study at more internationally diverse institutions and marks a significant departure from previous DOS guidance that prioritized students based on the start of their academic studies. Administrative processing issues, a new requirement that applicants provide DOS access to social media accounts, and the resource-intensive nature of the new screening requirements is expected to create longer wait times and processing delays. All of these factors – and other related uncertainties that will surface as the new standards are implemented – can contribute to a decline in international enrollment in U.S. academic institutions, which could adversely affect our business. There is still a degree of uncertainty in terms of the impact the changes to international student visa policy and international trade policies will have on our U.S., Canadian and Australian education markets. We continue to see growth in new customers in our U.S., Canada and Australia education markets, providing a lever to offset some of the expected decline in new incoming international student growth resulting from these government changes to international student visa policies and international trade policies. We believe our business continues to remain strong amid these visa-related policy shifts, benefiting from our increasingly global and diversified footprint across verticals, sub-sectors, countries, currencies and clients. Impact of New H-1B Visa Fee Requirement See discussion above under Impacts Resulting From Government Changes to International Student and H-1B Visa Policies regarding the U.S. government's announced plans to require employers to pay a $100,000 filing fee per H-1B visa petition to bring new H-1B workers into the U.S. This new requirement materially increases the cost of employing new foreign nationals in the U.S. The new H-1B visa fee does not apply to international students already in the U.S. looking to apply for a status change. The fee is not expected to apply to petitions filed before the effective date or to renewals. Flywire currently employs a number of specialized personnel under H-1B visas — primarily software engineers and product managers — whose skills are essential to maintaining and expanding our global payments platform. The new regulation could potentially increase our annual personnel costs as existing H-1B holders become eligible for renewal and as we recruit new employees in technical and operational roles. While the overall financial impact is not yet determinable, the incremental costs could be significant if the rule remains in effect or expands to other visa categories. To mitigate these potential cost increases, we are evaluating a combination of strategies, including: • Reallocating hiring and development activities to lower-cost jurisdictions where we already operate; • Investing in automation, AI-based solutions and process efficiency to reduce reliance on incremental headcount growth in the U.S.; and • Enhancing our domestic talent pipeline through university partnerships, internships, and remote-work arrangements to expand access to U.S.-based workers not requiring sponsorship. We are also engaging through industry associations to monitor legal challenges and regulatory developments related to this rule and to advocate for more balanced immigration policies that support innovation and growth in the U.S. technology and fintech sectors. Although these mitigation efforts may partially offset the impact, increased visa-related costs or restrictions could reduce our flexibility in hiring and allocating talent, increase our operating expenses, and slow the pace of product innovation - all of which could adversely affect our financial condition and results of operations. Impacts Resulting From U.S. Government Policy Towards Higher Education In the U.S., the “One Big Beautiful Bill” contains a number of provisions with the potential to significantly change the landscape for financing undergraduate and graduate study and which could adversely affect the demand for higher 90 education in the U.S. The One Big Beautiful Bill limits Pell Grant awards (which provide gift aid to low-income students), eliminates the Grad PLUS program, and sets new limits for graduate and professional students for Direct Unsubsidized Loans. The new bill also caps parent loans to finance undergraduate education, and changes student loan repayment options, among other modifications. Although most of these changes will not go into effect until July 1, 2026, so U.S. students entering or returning to college in the fall of 2025 were unaffected, the longer-term impacts of the bill may impact U.S. student enrollment in undergraduate and postgraduate programs and could materially and adversely affect our revenue and results of operations. 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. Many of our U.S. universities and colleges rely on federal funding for research, student aid, and institutional support. If the proposed Compact is implemented, universities may adjust enrollment levels, particularly of international students, or redirect administrative resources to compliance efforts. Such developments could reduce cross-border tuition payment volumes, delay new client implementations, or lead institutions to reevaluate third-party vendor relationships. These effects could, in turn, moderate revenue growth and increase client concentration risk within our education vertical. At this stage, the potential financial impact of the Compact cannot be quantified, as the proposal has not yet been finalized or enacted. Management continues to monitor the policy’s development and is engaging with industry associations and higher-education partners to assess potential outcomes. To mitigate exposure, Flywire is taking several proactive steps, including: • Diversifying our education client base internationally to reduce reliance on U.S. higher-education volumes; • Expanding into adjacent services (e.g., housing payments, student refunds, and education-related B2B flows) to offset potential domestic revenue headwinds; and • Maintaining flexibility in pricing and support structures to accommodate clients undergoing funding or enrollment adjustments. While the proposed compact may not be implemented in its current form and was rejected in its initial form by most of the approached universities, uncertainty surrounding federal higher-education policy in the U.S. may influence the timing of new client contracts and the pace of adoption of our technology platform. Diversified Mix of Clients We have a wide range of clients across our education, healthcare, travel, and B2B verticals. Volumes and revenue from clients in education, our largest vertical, rely on international enrollments and student school preferences, which can fluctuate over time. Dynamic Changes to Client Communication and Product Solutions We initiated a series of refinements to our technology and personalization engine to optimize our clients’ ability to offer payment plans and communicate effectively and digitally with their customers. Similarly, we configured some of our education payment plan solutions for a very streamlined implementation in support of our clients’ requests for affordability solutions for their students that could be deployed with minimal IT involvement. While we continue to invest in our technology and product capabilities, our ability to continue providing streamlined and effective products through our technology platform may impact our ability to retain and win new clients in the future. We believe that our ability to help increase payment affordability has become more critical to our clients as the lack of affordability drives the need for more financial flexibility. Business Continuity We have a history of operating losses and while we have experienced significant revenue growth in recent years and achieved profitability on a GAAP basis in the years ended December 31, 2024 and 2025, 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 91 affect our future operating results if our revenue does not increase. In particular, we intend to continue to strategically invest in headcount and technologies and systems to improve operating efficiencies, to further develop and enhance our solutions, including introducing new functionality, and to expand our marketing programs and sales teams to drive new client adoption, expand strategic partner integrations, and support international and industry expansion. Our operating results are also impacted by the mix of our revenue generated from our different revenue sources, which include transaction revenue and platform and other fee revenue. Changes in our revenue mix from quarter to quarter, including those derived from cross-border or domestic currency transactions, will impact our margins, and we may not be able to grow our gross margin adequately to achieve or sustain profitability. In addition, the mix of payment methods utilized by our clients’ customers may have an impact on our margins given that our costs associated with certain payment methods, such as credit cards, are higher than other payment methods accepted by our solutions, such as bank transfers. In addition, we are expanding our payment processing capabilities to offer a more comprehensive solution to our clients. While this new capability is expected to be a source of future growth, it is characterized by a lower gross margin profile. We are addressing operating losses by making continued improvements designed to create operating efficiencies and a focus on cost discipline, including investing in automation and product development to further enhance our offerings with a focus on scale and productivity across all areas. Beginning in the first quarter of 2025 and continuing into the second quarter of 2025, we implemented a restructuring plan designed to improve operational efficiencies, reduce operating costs and better align our workforce with current business needs, top strategic priorities, and key growth opportunities. We believe these improvements, our strong product portfolio, client retention and established product market fit along with strong gross margins and cash flows from operations will help us achieve our goal of maintaining positive annual GAAP net income in the future. As of the date of this report, we expect that our clients’ business and our business will continue to be adversely impacted, directly or indirectly, by the ongoing macroeconomic and geopolitical issues. 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 financial impact cannot be reasonably estimated with any certainty at this time. If the recent cessation of hostilities involving Israel and Hamas is permanent, workforce planning for our Israeli FlyMates may again normalize after a period of active workforce planning to implement safety measures for FlyMates in Israel and support the business without interruption. Components of Results of Operations Revenue We generate revenue from transactions and platform and other fees as described above under “Our Revenue Model”. Payment Processing Services Costs Payment processing services costs consist of costs incurred to process payment transactions which include banking and credit card processing fees, foreign currency translation costs, partner fees, personnel-related expenses for our FlyMates who facilitate these payments, and personnel-related expenses for our FlyMates who provide implementation services to our clients. We expect that payment processing services costs will increase in absolute dollars but may fluctuate as a percentage of total revenue from period to period, as we continue to invest in scaling our processing operations and grow our revenue base. Technology and Development Technology and development includes (i) costs incurred in connection with the development of our solution and the improvement of existing solutions, including the amortization of software and website development costs incurred in developing our solution, which are capitalized, and acquired developed technology, (ii) site operations and other infrastructure costs incurred, (iii) amortization related to capitalized cost to fulfill a contract, (iv) personnel-related expenses, including salaries, stock-based compensation and other expenses, (v) hardware and software engineering, consultant services, and other costs associated with our technology platform and products, (vi) research materials and facilities, and (vii) depreciation and maintenance expense. We believe delivering new functionality is critical to attract new clients and expand our relationship with existing clients. We expect to continue to make investments to expand our solutions in order to enhance our clients’ experience and satisfaction, and to attract new clients. We expect our technology and development expenses to increase in absolute dollars, but they may fluctuate as a percentage of total revenue from period to period as we expand our technology and development team to develop new solutions and enhancements to existing solutions. 92 Selling and Marketing Selling and marketing expenses consist of personnel-related expenses, including stock-based compensation expense, sales commissions, amortization of acquired client relationship intangible assets, marketing program expenses, travel related expenses and costs to market and promote our solutions through advertisements, marketing events, partnership arrangements, and direct client acquisition. We focus our sales and marketing efforts on generating awareness of our business, platform and solutions, creating sales leads, and establishing and promoting our brand. We plan to continue investing in sales and marketing efforts by driving our go-to-market strategies, building our brand awareness, and sponsoring additional marketing events; however, we will adjust our sales and marketing spend level as needed, and this may fluctuate from period to period, in response to changes in the economic environment. General and Administrative 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. 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. Restructuring 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. Interest Expense On February 23, 2024, we entered into an Amended and Restated Credit Agreement for a five-year senior secured revolving credit syndication loan (2024 Revolving Credit Facility) with four banks for a total commitment of $125.0 million. On August 1, 2025, we entered into an amendment (the 2025 Revolving Credit Facility Amendment) to the 2024 Revolving Credit Facility to increase the total commitments from $125.0 million to $300.0 million and make certain conforming and administrative changes. The 2024 Revolving Credit Facility, as amended by the 2025 Revolving Credit Facility Amendment, is hereinafter referred to as the 2024 Amended Revolving Credit Facility. The 2024 Revolving Credit Facility replaced the 2021 Revolving Credit Facility of $50.0 million, which was entered into in July 2021, under which $50.0 million was available to Flywire as of December 31, 2023. Interest expense consists of interest, amortization of debt issuance costs, and unused commitment fees on our 2024 Amended Revolving Credit Facility and our former 2021 Revolving Credit Facility. As of December 31, 2025 and 2024, there was no outstanding indebtedness under the 2024 Amended Revolving Credit Facility and 2024 Revolving Credit Facility, respectively. Interest Income Interest income consists of interest on cash held in interest bearing operating accounts, including money market funds and investments in available-for-sale debt securities. Gain (Loss) from Remeasurement of Foreign Currency Gain (loss) from remeasurement of foreign currency consists of realized and unrealized gains and losses from the remeasurement of foreign currency transactions into its functional currency, partially offset by foreign currency exchange forward contracts to hedge our foreign currency exposure. 93 Provision for (Benefit from) Income Taxes Provision for (benefit from) income taxes in 2025 and 2024 was primarily driven by foreign and state income taxes and the release of U.S. and foreign valuation allowances, respectively. 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 (benefit from) income taxes in the future. We have a valuation allowance on our net U.S. deferred tax assets, including federal and state NOLs. We expect to maintain these valuation allowances until it becomes more likely than not that the benefit of our deferred tax assets are realized through future taxable income generated in these jurisdictions. We released our valuation allowance on our net deferred tax assets in the U.K. as of December 31, 2024. Results of Operations Comparison of results for the years ended December 31, 2025 and 2024 All dollar amounts in the tables below are rounded and as a result, certain amounts may not recalculate using the rounded amounts provided. The following table sets forth our consolidated results of operations for periods presented: Year Ended December 31, Change (dollars in millions) 2025 2024 Amount Percent Revenue $ 623.0 $ 492.1 $ 130.9 26.6% Payment processing services costs 240.4 177.5 62.9 35.4% Technology and development 70.2 66.6 3.6 5.4% Selling and marketing 157.0 129.4 27.6 21.3% General and administrative 135.5 125.8 9.7 7.7% Restructuring 8.7 — 8.7 — Total costs and operating expenses 611.7 499.4 112.3 22.5% Income (loss) from operations 11.3 (7.3) 18.6 254.8% Interest expense (3.5) (0.5) (3.0) (600.0)% Interest income 5.6 21.4 (15.8) (73.8)% Gain (loss) from remeasurement of foreign currency 7.9 (11.8) 19.7 166.9% Gain on available-for-sale debt securities 0.2 — 0.2 — Total other income (expense), net 10.1 9.1 1.0 11.0% Income (loss) before income taxes 21.4 1.9 19.5 1026.3% Provision for (benefit from) income taxes 7.9 (1.0) 8.9 890.0% Net income (loss) 13.5 2.9 10.6 365.5% Foreign currency translation adjustment 4.7 (3.6) 8.3 230.6% Unrealized (losses) gains on available-for-sale debt securities, net of taxes (0.2) 0.2 (0.4) (200.0)% Comprehensive income (loss) $ 18.1 $ (0.5) $ 18.6 3720.0% 94 Revenue Revenue was $623.0 million for the year ended December 31, 2025, compared to $492.1 million for the year ended December 31, 2024, an increase of $130.9 million or 26.6%. Revenue is comprised of transaction revenue and platform and other revenues as follows: Year Ended December 31, Change (dollars in millions) 2025 2024 Amount Percent Transaction revenue $ 502.7 $ 410.2 $ 92.4 22.5% Platform and other revenues 120.4 81.9 38.5 47.0% Revenue $ 623.0 $ 492.1 $ 130.9 26.6% Transaction revenue was $502.7 million for the year ended December 31, 2025, compared to $410.2 million for the year ended December 31, 2024, an increase of $92.4 million or 22.5%. The increase in transaction revenue was primarily driven by growth in transaction payment volumes inclusive of the Sertifi acquisition for the year ended December 31, 2025 from both our existing clients and new clients added during the year ended December 31, 2025, compared to the year ended December 31, 2024. Our transaction payment volume outpaced our revenue growth during the year ended December 31, 2025, primarily due to the increase in domestic transactions that have a lower average monetization rate. We experienced strong growth in transaction payment volume across most regions and verticals during the period, excluding Canada, which decreased primarily due to Canada’s international student permit applications cap introduced earlier in 2024. Transaction payment volume increased approximately 32.3% during the year ended December 31, 2025 to $30.7 million compared to $23.2 million during the year ended December 31, 2024. Platform and other revenues was $120.4 million for the year ended December 31, 2025, compared to $81.9 million for the year ended December 31, 2024, an increase of $38.5 million or 47.0%. The increase in platform and other revenues was primarily driven by the Sertifi and Invoiced acquisitions, an increase in healthcare platform products, and revenue from interest earned on funds held for customers in interest-bearing accounts. Payment Processing Services Costs Payment processing services costs were $240.4 million for the year ended December 31, 2025, compared to $177.5 million for the year ended December 31, 2024, an increase of $62.9 million or 35.4%. The increase in payment processing services costs is correlated with the increase in total payment volume of approximately 26.4% over the same period. Our payment processing costs outpaced our total payment volume primarily due to our growing share of domestic transactions and credit card usage as well as our expanded payment processing capabilities that all have higher costs than other payment methods or payment solutions, respectively. Technology and Development Technology and development expenses were $70.2 million for the year ended December 31, 2025, compared to $66.6 million for the year ended December 31, 2024, an increase of $3.6 million or 5.4%. The increase in technology and development cost was primarily driven by an increase in personnel costs and stock-based compensation expense. • Personnel costs were $43.7 million for the year ended December 31, 2025, compared to $42.1 million for the year ended December 31, 2024, an increase of $1.6 million or 3.8%. The increase in personnel costs was primarily driven by higher headcount resulting from our recent acquisition of Sertifi. • Stock-based compensation expense was $13.3 million for the year ended December 31, 2025, compared to $11.7 million for the year ended December 31, 2024, an increase of $1.7 million or 14.4%. The increase in stock-based compensation is attributable to an increase in equity grants awarded to existing and new FlyMates, including our new FlyMates from our recent acquisition of Sertifi. Selling and Marketing Selling and marketing expenses were $157.0 million for the year ended December 31, 2025, compared to $129.4 million for the year ended December 31, 2024, an increase of $27.6 million or 21.3%. The increase in selling and marketing expenses was primarily driven by an increase in depreciation and amortization expense, personnel costs, and professional fees. 95 • Depreciation and amortization expense was $15.8 million for the year ended December 31, 2025, compared to $8.1 million for the year ended December 31, 2024, an increase of $7.7 million or 94.9%. The increase in depreciation and amortization expense was primarily due to amortization of acquired intangible assets related to the Sertifi and Invoiced acquisitions. • Personnel costs were $73.3 million for the year ended December 31, 2025, compared to $66.3 million for the year ended December 31, 2024, an increase of $6.9 million or 10.4%. The increase in personnel costs was primarily driven by higher headcount resulting from our recent acquisition of Sertifi. • Professional fees were $28.0 million during the year ended December 31, 2025, compared to $21.2 million for the year ended December 31, 2024, an increase of $6.8 million or 31.9%. The increase in professional fees was primarily due to increases in third party commissions from growth in payment volume. General and Administrative General and administrative expenses were $135.5 million for the year ended December 31, 2025, compared to $125.8 million for the year ended December 31, 2024, an increase of $9.7 million or 7.7%. The increase in general and administrative expenses was primarily driven by an increase in personnel costs, engineering tools, and acquisition costs, partially offset by a decrease in professional fees. • Personnel costs were $52.4 million for the year ended December 31, 2025, compared to $47.9 million for the year ended December 31, 2024, an increase of $4.5 million or 9.3%. The increase in personnel costs was primarily driven by an increase in headcount. • Engineering tools were $12.9 million for the year ended December 31, 2025, compared to $9.2 million for the year ended December 31, 2024, an increase of $3.7 million or 39.8%. The increase in engineering tools was primarily driven by increasing hosting fees. • Acquisition costs were $2.6 million for the year ended December 31, 2025, compared to $0.6 million for the year ended December 31, 2024, an increase of $1.9 million or 307.5%. The increase in acquisition costs were attributable to the Sertifi acquisition. • Professional fees were $13.0 million for the year ended December 31, 2025, compared to $14.7 million for the year ended December 31, 2024, a decrease of $1.8 million or 11.9%. The decrease in professional fees was primarily driven by a decrease in external consultants. Restructuring Restructuring expenses were $8.7 million for the year ended December 31, 2025. There were no restructuring expenses during the year ended December 31, 2024. Restructuring expenses included restructuring and restructuring-related expenses incurred as part of the Restructuring Plan announced in February 2025, related primarily to severance payments, employee benefits, and facilitation costs of $6.3 million and $2.4 million of expense related to the acceleration of stock-based compensation for terminated employees. Interest Expense Interest expense was $3.5 million for the year ended December 31, 2025, compared to $0.5 million for the year ended December 31, 2024, an increase of $3.0 million or 600.0%. During the year ended December 31, 2025, we drew down $125.0 million and fully repaid our 2024 Amended Revolving Credit Facility. As of December 31, 2025 and 2024, there was no outstanding indebtedness under the 2024 Amended Revolving Credit Facility and 2024 Revolving Credit Facility, respectively. 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. Interest Income Interest income was $5.6 million for the year ended December 31, 2025, compared to $21.4 million for the year ended December 31, 2024, a decrease of $15.8 million or 73.8%. The decrease in interest income was primarily 96 attributable to the decrease in our cash balance as a result of cash utilized on the Repurchase Program and the acquisition of Sertifi. Gain (Loss) from Remeasurement of Foreign Currency Gain from remeasurement of foreign currency was $7.9 million for the year ended December 31, 2025, compared to a loss of $11.8 million for the year ended December 31, 2024, an increase of $19.7 million or 166.9%. The increase was primarily the result of the remeasurement of foreign currency intercompany loans, net of related hedging instruments and the impact of fluctuations in exchange rates during respective remeasurement periods. Gain on Available-for-Sale Debt Securities Gain from sale of available-for-sale debt securities was $0.2 million for the year ended December 31, 2025, compared to no gain or loss, as there were no sales of available-for-sale debt security investments during the year ended December 31, 2024. Provision for (Benefit from) Income Taxes Provision for income taxes was $7.9 million during the year ended December 31, 2025, compared to a benefit from income taxes of $1.0 million during the year ended December 31, 2024, an increase of $8.9 million or 890%. The provision for income taxes for the year ended December 31, 2025, was primarily attributable to activity in our foreign subsidiaries and U.S. state taxes. The income tax benefit for the year ended December 31, 2024 was primarily attributable to a non-recurring benefit of $4.9 million relating to the release of a portion of our valuation allowance in the U.S. In assessing the realizability of its deferred tax assets, we considered whether it was more likely than not that some portion or all of the deferred tax assets would not be realized. The realization of deferred tax assets depends upon the generation of future taxable income. We have evaluated the positive and negative evidence bearing upon the realizability and determined that it is more likely than not that we will not realize the benefits of the deferred tax assets, and as a result, a valuation allowance has been established against federal, state and certain foreign deferred tax assets as of December 31, 2025 and 2024. The Company will continue to maintain a full valuation allowance on its deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of this allowance. We believe that there is a reasonable possibility that within the next 12 months that sufficient positive evidence may become available to reach a conclusion that a portion of the valuation allowance may no longer be needed. 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 we are able to actually achieve. Our effective tax rate was 37.0% for the year ended December 31, 2025, compared to (55.9)% for the year ended December 31, 2024. Key Operating Metrics and Non-GAAP Financial Measures To supplement our consolidated financial statements, which are prepared in accordance with generally accepted accounting principles in the United States (GAAP), we use certain non-GAAP financial measures. The following table sets forth our key operating metrics and non-GAAP measures for the periods presented. All dollar amounts are rounded and as a result, certain amounts may not recalculate using the rounded amounts provided. Year Ended December 31, (dollars in millions) 2025 2024 Total Payment Volume $ 37,554.1 $ 29,715.3 Revenue $ 623.0 $ 492.1 Revenue Less Ancillary Services $ 603.1 $ 474.2 Gross Profit $ 371.1 $ 306.9 Adjusted Gross Profit $ 381.6 $ 312.8 Gross Margin 59.6% 62.4% Adjusted Gross Margin 63.3% 66.0% Net Income $ 13.5 $ 2.9 Adjusted EBITDA $ 120.6 $ 77.9 Adjusted EBITDA Margin 20.0% 16.4% 97 For the year ended December 31, 2025, transaction revenue and platform and other revenues represented 80.7% and 19.3% of our revenue, respectively. For the year ended December 31, 2025, transaction revenue and platform and other revenues represented 83.0% and 17.0% of our total revenue less ancillary services, respectively. For the year ended December 31, 2025, our total payment volume was approximately $37.6 billion, consisting of $30.7 billion of total payment volume from transactions included in transaction revenue and $6.8 billion of total payment volume from transactions included in platform and other revenues. For the year ended December 31, 2024, transaction revenue and platform and other revenues represented 83.4% and 16.6% of our revenue, respectively. For the year ended December 31, 2024, transaction revenue and platform and other revenues represented 86.1% and 13.9% of our total revenue less ancillary services, respectively. For the year ended December 31, 2024, our total payment volume was approximately $29.7 billion, consisting of $23.2 billion of total payment volume from transactions included in transaction revenue and $6.5 billion of total payment volume from transactions included in platform and other revenues. Revenue Less Ancillary Services, FX Neutral Revenue Less Ancillary Services, Adjusted Gross Profit, Adjusted Gross Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Non-GAAP Operating Expenses We use non-GAAP financial measures to supplement financial information presented on a GAAP basis. We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance from period to period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period to period comparisons. There are limitations to the use of the non-GAAP financial measures presented here. Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently, limiting the usefulness of those measures for comparative purposes. We use supplemental measures of our performance which are derived from our consolidated financial information, but which are not presented in our consolidated financial statements prepared in accordance with GAAP. These non-GAAP financial measures include the following: • Revenue Less Ancillary Services - represents our consolidated revenue in accordance with GAAP less (i) pass-through cost for printing and mailing services and (ii) marketing fees. We exclude these amounts to arrive at this supplemental non-GAAP financial measure as we view these services as ancillary to the primary services we provide to our clients. • FX Neutral Revenue Less Ancillary Services - represents Revenue Less Ancillary Services adjusted to show presentation on a FX Neutral basis. The FX Neutral information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates. We analyze FX Neutral Revenue Less Ancillary Services on an FX Neutral basis to provide a comparable framework for assessing how the business performed excluding the effect of foreign currency fluctuations. • Adjusted Gross Profit and Adjusted Gross Margin - Adjusted Gross Profit represents Revenue Less Ancillary Services, less cost of revenue adjusted to (i) exclude pass-through cost for printing services, (ii) offset marketing fees against costs incurred, and (iii) exclude depreciation and amortization, including accelerated amortization on the impairment of customer set-up costs tied to technology integration, if applicable. Adjusted Gross Margin represents Adjusted Gross Profit divided by Revenue Less Ancillary Services. Management believes this presentation supplements the GAAP presentation of Gross Profit and Gross Margin with a useful measure of the gross profit and gross margin of our payment processing-related services, which are the primary services we provide to our clients. • Adjusted EBITDA - EBITDA represents our consolidated net income (loss) in accordance with GAAP adjusted to exclude (i) interest expense, (ii) interest income, (iii) provision for (benefit from) income taxes, and (iv) depreciation and amortization. Adjusted EBITDA represents EBITDA further adjusted by excluding (i) stock-based compensation expense and related payroll taxes, (ii) the impact from the change in fair value measurement for contingent consideration associated with acquisitions, (iii) gain (loss) from the remeasurement of foreign currency, (iv) indirect taxes related to intercompany activity, (v) acquisition related transaction costs, (vi) employee retention costs, such as incentive compensation associated with acquisition activities, (vii) restructuring, and (viii) gain (loss) from investments. Management believes that the exclusion of these amounts to calculate Adjusted EBITDA provides useful measures for period-to-period comparisons of our business. 98 • Adjusted EBITDA Margin - represents Adjusted EBITDA divided by Revenue Less Ancillary Services. Management believes this presentation supplements the GAAP presentation of gross margin with a useful measure of the gross margin of our payment-related services, which are the primary services we provide to our clients. • Non-GAAP Operating Expenses - represents GAAP Operating Expenses adjusted by excluding (i) stock-based compensation expense and related payroll taxes, (ii) depreciation and amortization, (iii) acquisition related transaction costs, if applicable, (iv) employee retention costs, such as incentive compensation associated with acquisition activities, (v) the impact from the change in fair value measurement for contingent consideration associated with acquisitions, and (vi) restructuring costs. These non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for revenue, gross profit, gross margin, operating expenses, or net income (loss) prepared in accordance with GAAP and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measure are presented below. We encourage you to review these reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future fiscal periods, we may exclude such items and may incur income and expenses similar to these excluded items. Reconciliations of Non-GAAP Financial Measures The tables below provide reconciliations of Revenue Less Ancillary Services, Adjusted Gross Profit, Adjusted Gross Margin, FX Neutral Revenue Less Ancillary Services, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, and Non-GAAP Operating Expenses to the most comparable GAAP figure on a consolidated basis for the periods presented. All dollar amounts are rounded and as a result, certain amounts may not recalculate using the rounded amounts provided. Revenue Less Ancillary Services, Adjusted Gross Profit, and Adjusted Gross Margin: Year Ended December 31, (dollars in millions) 2025 2024 Revenue $ 623.0 $ 492.1 Adjusted to exclude gross up for: Pass-through cost for printing and mailing (17.6) (15.9) Marketing fees (2.4) (2.0) Revenue Less Ancillary Services $ 603.1 $ 474.2 Payment processing services costs 240.4 177.5 Hosting and amortization costs within technology and development expenses 11.6 7.7 Cost of Revenue $ 252.0 $ 185.2 Adjusted to: Exclude printing and mailing costs (17.6) (15.9) Offset marketing fees against related costs (2.4) (2.0) Exclude depreciation and amortization (10.5) (5.9) Adjusted Cost of Revenue $ 221.5 $ 161.4 Gross Profit $ 371.1 $ 306.9 Gross Margin 59.6% 62.4% Adjusted Gross Profit $ 381.6 $ 312.8 Adjusted Gross Margin 63.3% 66.0% 99 Revenue Less Ancillary Services Disaggregated by Revenue Type Year Ended December 31, 2025 (dollars in millions) Transaction Platform and other revenues Revenue Revenue $ 502.7 $ 120.4 $ 623.0 Adjusted to exclude gross up for: Pass-through cost for printing and mailing — (17.6) (17.6) Marketing fees (2.4) — (2.4) Revenue Less Ancillary Services $ 500.3 $ 102.7 $ 603.1 Percentage of Revenue 80.7% 19.3% 100.0% Percentage of Revenue Less Ancillary Services 83.0% 17.0% 100.0% Year Ended December 31, 2024 (dollars in millions) Transaction Platform and other revenues Revenue Revenue $ 410.2 $ 81.9 $ 492.1 Adjusted to exclude gross up for: Pass-through cost for printing and mailing — (15.9) (15.9) Marketing fees (2.0) — (2.0) Revenue Less Ancillary Services $ 408.2 $ 66.0 $ 474.2 Percentage of Revenue 83.4% 16.6% 100.0% Percentage of Revenue Less Ancillary Services 86.1% 13.9% 100.0% FX Neutral Revenue Less Ancillary Services: Year Ended December 31, Percentage (dollars in millions) 2025 2024 Change Revenue $ 623.0 $ 492.1 26.6% Ancillary services (20.0) (17.9) Revenue Less Ancillary Services 603.1 474.2 27.2% Effects of foreign currency rate fluctuations (6.6) — FX Neutral Revenue Less Ancillary Services $ 596.5 $ 474.2 25.8% 100 EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin: Year Ended December 31, (in millions) 2025 2024 Net income $ 13.5 $ 2.9 Interest expense 3.5 0.5 Interest income (5.6) (21.4) Provision for (benefit from) income taxes 7.9 (1.0) Depreciation and amortization expense 27.7 18.5 EBITDA 47.0 (0.5) Stock-based compensation expense and related taxes 69.7 65.8 Change in fair value of contingent consideration (1.9) (1.0) (Gain) loss from remeasurement of foreign currency (7.9) 11.8 Gain on available-for-sale debt securities (0.2) — Indirect taxes related to intercompany activity 2.5 0.7 Acquisition related transaction costs (a) 2.6 0.6 Restructuring 8.7 — Acquisition related employee retention costs (b) 0.0 0.5 Adjusted EBITDA $ 120.6 $ 77.9 Adjusted EBITDA margin 20.0% 16.4% (a) Acquisition-related transaction costs consisted of legal and advisory fees incurred in connection with the Sertifi and Invoiced acquisitions. (b) Acquisition-related employee retention costs consisted of costs incurred to retain and compensate Invoiced and StudyLink employees in connection with integration of the business. Net Margin, EBITDA Margin, and Adjusted EBITDA Margin: Year Ended December 31, (in millions) 2025 2024 Revenue (A) $ 623.0 $ 492.1 Revenue less ancillary services (B) $ 603.1 $ 474.2 Net income (C) $ 13.5 $ 2.9 EBITDA (D) $ 47.0 $ (0.5) Adjusted EBITDA (E) $ 120.6 $ 77.9 Net margin (C/A) 2.2% 0.6% Net margin using RLAS (C/B) 2.2% 0.6% EBITDA Margin (D/B) 7.8% (0.1)% Adjusted EBITDA Margin (E/B) 20.0% 16.4% 101 Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses: Year Ended December 31, (in millions) 2025 2024 GAAP Technology and development $ 70.2 $ 66.6 (-) Stock-based compensation expense and related taxes (13.4) (11.8) (-) Depreciation and amortization (6.7) (7.4) Non-GAAP Technology and development $ 50.1 $ 47.4 GAAP Selling and marketing $ 157.0 $ 129.4 (-) Stock-based compensation expense and related taxes (19.8) (18.3) (-) Depreciation and amortization (16.3) (8.2) (-) Acquisition related employee retention costs 0.0 (0.5) Non-GAAP Selling and marketing $ 121.0 $ 102.4 GAAP General and administrative $ 135.5 $ 125.8 (-) Stock-based compensation expense and related taxes (36.5) (35.7) (-) Depreciation and amortization (3.0) (3.0) (-) Acquisition related transaction costs (2.6) (0.6) (-) Change in fair value of contingent consideration 1.9 1.0 Non-GAAP General and administrative $ 95.3 $ 87.5 Liquidity and Capital Resources As of December 31, 2025, our principal source of liquidity is cash and cash equivalents of $330.3 million, short-term available-for-sale debt securities of $24.7 million, and the available balance under our 2024 Amended Revolving Credit Facility of $300.0 million. Cash equivalents is comprised primarily of money market funds. Our short-term available-for-sale debt securities are comprised of corporate bonds and U.S. Government obligations. On August 6, 2024, we announced the Repurchase Program. On July 30, 2025, our 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. For additional information on our Repurchase Program, see Note 13 - Stockholders’ Equity in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. During the year ended December 31, 2025, we repurchased 5,623,829 shares of our common stock for an aggregate amount of $72.9 million, including commissions and accrued excise tax, under the Repurchase Program. The repurchased shares are held as treasury stock. As of December 31, 2025, approximately $181.9 million of the authorized $300.0 million amount under the Repurchase Program remained available for future repurchases. On February 23, 2024, we entered into our 2024 Revolving Credit Facility for a total commitment of $125.0 million, which replaced the 2021 Revolving Credit Facility of $50.0 million that was in effect as of December 31, 2023. On August 1, 2025, we entered into an amendment to the 2024 Revolving Credit Facility (2025 Revolving Credit Facility Amendment) 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. During the year ended December 31, 2025, we drew down and fully repaid $125.0 million under the 2024 Amended Revolving Credit Facility in connection with the acquisition of Sertifi. There was no outstanding indebtedness under the 2024 Amended Revolving Credit Facility and 2024 Revolving Credit Facility as of December 31, 2025 and 2024, respectively. We believe that our existing cash will be sufficient to support our expected working capital needs and material cash requirements for at least the next 12 months from the issuance of these consolidated financial statements. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from clients, the expansion of sales and marketing activities, the timing and extent of spending to support 102 development efforts, the price at which we are able to purchase public cloud capacity, expenses associated with our international expansion, the introduction of platform enhancements, and the continuing market adoption of our platform. In the future, we may enter into arrangements to acquire or invest in complementary businesses, products, and technologies. In addition, we have, and may in the future, repurchase shares of our voting and non-voting common stock from time to time under our Repurchase Program. We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition. Contractual Obligations Contractual obligations consist of operating leases that relate to real estate for our primary facilities. Refer to Note 17 - Leases for additional details. Cash Flows The following table sets forth a summary of our cash flow information for the periods presented. All dollar amounts in the table below are rounded and as a result, certain amounts may not recalculate using the rounded amounts provided. Year Ended December 31, (in millions) 2025 2024 Net cash provided by operating activities $ 100.2 $ 98.7 Net cash used in investing activities (194.2) (214.0) Net cash (used in) provided by financing activities (78.4) (37.6) Effect of exchange rates changes on cash and cash equivalents 7.5 (6.4) Net change in cash and cash equivalents $ (164.9) $ (159.4) Operating Activities Net cash provided by operating activities consists of net income adjusted for certain non-cash items and changes in operating assets and liabilities. During the year ended December 31, 2025, net cash provided by operating activities of $100.2 million was primarily the result of net income of $13.5 million adjusted for non-cash expenses of $86.3 million, which primarily consisted of stock-based compensation expense of $71.8 million and depreciation and amortization of $26.1 million, and the benefit of changes in operating assets and liabilities, net of acquisitions of $0.4 million. During the year ended December 31, 2024, net cash provided by operating activities of $98.7 million was primarily the result of net income of $2.9 million adjusted for non-cash expenses of $82.0 million, which primarily consisted of stock-based compensation expense of $64.9 million and depreciation and amortization of $17.4 million, and the benefit of changes in operating assets and liabilities, net of acquisitions of $13.8 million. Net cash provided by operating activities was $100.2 million during the year ended December 31, 2025, compared to $98.7 million during the year ended December 31, 2024. The increase of $1.5 million in our net cash provided by operating activities was primarily related to our net income (after adjustments for an increase in non-cash expenses of $4.3 million) which increased by $14.9 million for the year ended December 31, 2025, compared to the prior period, reflective of the growth in transaction payment volumes, from both our existing clients and new clients and an increase in gains from the remeasurement of foreign currency due to foreign currency intercompany loans and impact of fluctuations in exchange rates during respective remeasurement periods, offset by increases in our costs and operating expenses, the largest of which was our payment processing services costs. The net increase in net cash provided by operating activities for the year ended December 31, 2025, compared to the prior period, were partially offset by a net decrease in our operating assets and liabilities, net of acquisitions of $13.4 million. This decrease was driven by an decrease in the change of funds receivable from payment partners of $87.1 million, as a result of the timing of collections from our partners in the applicable period, partially offset by an increase in the change of funds payable to clients of $84.5 million compared to the prior year as a result of the timing of payments to our clients in the applicable period. The timing of collections from our partners will vary from period to period based on when our clients’ customer payment for a particular transaction is made, as well as the customer’s payment method which impacts the timing of settlement of the payment. The timing of payments to our clients will vary from period to period based on when our client’s customer payment for a particular transaction is made and when we are contractually required to remit such payment to our client. The net 103 decrease in our operating assets and liabilities, net of acquisitions, was further increased by the change in prepaid expenses, other current assets and other assets of $12.7 million, for the year ended December 31, 2025, compared to the prior period, which was a result of timing of prepayments for recurring costs. Investing Activities During the year ended December 31, 2025, cash used in investing activities of $194.2 million was primarily the result of our acquisition of Sertifi for a purchase consideration of $324.9 million, net of cash acquired, and the purchase of short-term and long-term investments for $16.1 million, offset primarily by the proceeds from the maturity and sale of short-term and long-term investments of $156.6 million. During the year ended December 31, 2024, cash used in investing activities of $214.0 million was primarily the result of the purchase of short-term and long-term investments for $192.1 million, our acquisition of Invoiced for a purchase consideration of $45.2 million, net of cash acquired, and the capitalization of internally developed software costs of $5.3 million, offset primarily by the proceeds from the maturity and sale of short-term and long-term investments of $29.6 million. Financing Activities During the year ended December 31, 2025, cash used in financing activities of $78.4 million was primarily the result of our common stock repurchased under our Repurchase Program of $74.3 million. During 2025, we drew down and repaid $125.0 million from the revolving credit facility. During the year ended December 31, 2024, cash used in financing activities of $37.6 million was primarily driven by common stock repurchase of $43.7 million, offset primarily by proceeds from the exercise of stock options of $5.6 million and proceeds from the issuance of stock under the ESPP of $3.1 million. As of December 31, 2025 and 2024, there was no outstanding indebtedness under the 2024 Amended Revolving Credit Facility and 2024 Revolving Credit Facility, respectively. Critical Accounting Policies and Estimates Our consolidated financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K are prepared in accordance with GAAP. The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported revenue generated, and reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies are described in Note 1 - Business Overview and Summary of Significant Accounting Policies in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. We believe that the following critical accounting policies are most important to the judgments and estimates used in the preparation of our consolidated financial statements. Intangible Assets, net Intangible assets consist of acquired developed technology, acquired relationships and trade names and associated trademarks. Intangible assets are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired, and reported net of accumulated amortization, separately from goodwill. We estimate the fair value of acquired developed technology using the relief-from-royalty method, a form of the income approach, which estimates the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate used is based on an analysis of empirical, market-derived royalty rates for similar technology. The fair value of acquired relationships is estimated using the multi-period excess earnings method under the income approach, which represents the total income to be generated by the asset. Under this method, the value of an intangible asset is equal to the present value of the incremental after-tax cash flows attributable solely to the intangible asset. We value trade names and trademarks using 104 the relief-from-royalty method. The relief-from-royalty method determines the present value of the economic royalty savings associated with the ownership or possession of the trade name or trademark based on an estimated royalty rate applied to the cash flows to be generated by the business. The estimated royalty rate is determined based on the assessment of a reasonable royalty rate that a third-party would negotiate in an arm’s-length license agreement for the use of the trade name or trademark. The useful lives for developed technology are determined based on expectations regarding the evolution of existing technology and future investments. The useful lives for acquired related intangible assets are determined based primarily on forecasted cash flows, which include estimates for the revenues, expenses and customer attrition associated with the assets. The useful lives of definite-lived trademarks and trade names are based on our plans to phase out the trademarks and trade names in the applicable markets. Intangible assets are amortized using a method that reflects the pattern in which the economic benefits of the intangible asset are expected to be realized over their estimated useful lives ranging from one to fifteen years. No significant residual value is estimated for intangible assets. The estimated fair values of these intangible assets reflect various assumptions including discount rates, obsolescence rate, royalty rates, customer attrition rates, revenue growth rates, operating margins and add-backs, terminal values, and other prospective financial information. The judgments made in determining the estimated fair value of intangibles as well as the estimated lives, can materially impact net income or loss in periods subsequent to the acquisition through depreciation and amortization, and in certain instances through impairment charges, if the assets become impaired in the future. Software Developed for Internal-Use We capitalize costs incurred in the development of internal-use software during the application development stage including third-party consulting costs and compensation expenses related to FlyMates who devote time to the development of the projects. We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Once the additional functionality is available for general use, capitalization ceases and the asset begins being amortized. We evaluate the useful lives of internal-use software whenever changes in circumstances occur that could impact the recoverability of these assets. Unforeseen circumstances in software development, such as a significant change in the manner in which the software is intended to be used, obsolescence or a significant reduction in revenues due to attrition, could require us to implement alternative plans with respect to a particular effort, which could result in the impairment of previously capitalized software development costs. Revenue Recognition We derive revenue from transactions and platform and other revenues. Transaction Revenue Our transaction revenue is derived from fees charged for payment processing services provided to educational institutions, healthcare entities and other commercial entities, which is comprised of processing domestic and cross-border transactions. Our services relate to facilitating payments from individuals, such as students and patients, and organizations to clients. Fees charged for payment processing services consists of a rate applied to the monetary value of the payment and can vary based on the payment method, currency pair conversion the transaction is settling in, as well as the geographic region in which the client and the client’s customer resides. Fees received are recorded as revenue in the consolidated statements of operations and comprehensive income (loss) upon completion of the payment processing transaction. We do not recognize the underlying amount of the transaction being settled between client and client’s customer, as revenue or cost of revenue in the consolidated statements of operations and comprehensive income (loss), as we are not the responsible party for fulfilling the obligation between the client and client’s customer. Therefore, revenue is only recognized for the fee for which we are entitled for processing the payment. We additionally incur costs in processing payments which may include banking, credit card processing, foreign currency translation and partner fees. These fees are direct costs incurred in providing payment processing services. The determination of whether we are a principal to a transaction (gross revenue) or an agent (net revenue) can require considerable judgment. Changes in judgments with respect to these assumptions and estimates could impact the amount 105 of revenue recognized. Since we control the payment processing service, we are responsible for completing the payment, bear primary responsibility for the fulfillment of the payment service, and have full discretion in determining the fee charged, we act as a principal. As such, we recognize payment processing fee charged on a gross basis. We also earn revenue from fees charged to credit card service providers for marketing arrangements in which we perform certain marketing activities to increase the awareness of the credit card provider and promote certain methods of payment. Consideration under these arrangements include fixed fees and variable fees based on a percentage of transactions processed during the duration of the marketing program. The money can be wired directly from the client’s customer to us or to our third-party service provider to collect funds before remittance. The third-party service provider charges us on a recurring basis with a fee for each payment processed. The fee paid to third-party service providers as well as any foreign exchange banking fees paid by us are reflected in the payment processing services costs line in the consolidated statements of operations and comprehensive income (loss). Platform and Other Revenues Our platform and other revenues primarily include (i) fees earned for the utilization of our platforms to optimize cash collections and student application processing, which include revenue earned from software subscription fees and usage-based fees, (ii) fees for the establishment of payment plans on our payment platform, (iii) fees related to printing, mailing, and other services which are ancillary to the solutions we provide to our clients, (iv) commissions from insurance providers when an end-user purchases an insurance policy, and (v) revenue from interest earned on funds held for customers in interest-bearing accounts. Platform and other revenues has been referred to as platform and usage-based fee revenue in prior filings. Performance Obligations We use significant judgment on determining the performance obligations in the arrangement based on considerations such as whether the client can benefit from each service on its own or together with other resources that are readily available from third-parties or from us and whether each service is distinct in the context of the arrangement, whereby the transfer of the service is separately identifiable from other promises in the contract. In addition, we consider whether the arrangements contain a series of distinct services that are substantially the same and whether they have the same pattern of transfer. Substantially all of our arrangements represent a single promise to provide continuous access to our platform to perform a series of activities such as payment processing services, cash collection optimization services, marketing, printing and mailing services, on an as-needed basis. As each day of providing these services is substantially the same and the client simultaneously receives and consumes the benefits as services are provided, these services are viewed as a single performance obligation comprised of a series of distinct daily services. We satisfy the performance obligation as these services are provided. Revenue is recognized in the month the service is complete. For those arrangements that include fixed consideration, the fixed component is recognized ratably over the service period while variable consideration is recognized in the period earned. We consider implementation service an activity to fulfill a contract, rather than a distinct performance obligation as the client does not obtain benefits from the implementation service alone. We charge an immaterial amount for implementation services. Variable Consideration Our contracts contain variable consideration as the amount we expect to receive in a contract is based on the occurrence or non-occurrence of future events, such as processing services performed as a transaction-based pricing arrangement. The variable consideration relates specifically to our effort to transfer each distinct daily service, as such we allocate the variable consideration earned to the distinct day in which those activities are performed and we recognize these fees as revenue in period earned, at which point the variable amount is known and it does not require estimation. 106 Recent Accounting Pronouncements See Note 1 - Business Overview and Summary of Significant Accounting Policies in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for accounting pronouncements adopted and accounting pronouncements not yet adopted as of December 31, 2025. 107