Christine Katziff joins Flywire (Nasdaq: FLYW) board and audit committee

Rhea-AI Filing Summary

Flywire Corporation appointed Christine Katziff, former Bank of America Chief Audit Executive, to its Board of Directors as a Class I director, increasing the board from eight to nine members. Her initial term runs until the 2028 annual meeting of stockholders, and she will also serve on the Audit Committee as an independent director under SEC and Nasdaq rules.

Under Flywire’s non-employee director compensation plan, Ms. Katziff will receive a $35,000 annual cash retainer for board service and $10,000 for Audit Committee service. Upon appointment, she received an initial restricted stock unit award with a fair market value of $350,000, vesting in three equal annual installments, and she will be eligible for annual RSU grants valued at $175,000, vesting on the earlier of one year from grant or the next annual meeting. These RSUs fully vest upon a change in control or her earlier death or disability. She also entered into an indemnification agreement consistent with Flywire’s standard form.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

Flywire Corp false 0001580560 0001580560 2026-03-25 2026-03-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 25, 2026

FLYWIRE CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware		001-40430		27-0690799
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

141 Tremont St #10

Boston, MA 02111

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (617) 329-4524

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Voting Common Stock, $0.0001 par value per share		FLYW		The Nasdaq Stock Market LLC
				(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On March 25, 2026, based upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Flywire Corporation (“Flywire”), the Board appointed Christine Katziff (“Ms. Katziff”) to the Board as a Class I director, with her initial term expiring at Flywire’s 2028 annual meeting of stockholders. In connection with Ms. Katziff’s appointment, and pursuant to Flywire’s bylaws and certificate of incorporation, the Board has increased the number of directors from eight to nine. In addition, the Board appointed Ms. Katziff to serve as a member of the Audit Committee of the Board (the “Audit Committee”). The Board has determined that Ms. Katziff is an independent director and eligible to serve on the Audit Committee in accordance with applicable rules of the U.S. Securities and Exchange Commission (the “SEC”) and the Nasdaq Stock Market.

As provided for in Flywire’s non-employee director compensation plan (the “Compensation Policy”), Ms. Katziff will receive an annual cash retainer of $35,000 per year for her service on the Board and an additional annual retainer of $10,000 for her service on the Audit Committee as more fully described in Flywire’s Proxy Statement for its 2025 annual meeting of stockholders filed with the SEC on April 22, 2025 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Proxy Statement”). Pursuant to the Compensation Policy, upon the effectiveness of her appointment, Ms. Katziff was automatically granted a restricted stock unit award (the “Initial RSU”) with a fair market value of $350,000. The Initial RSU will vest in three equal annual installments on each anniversary of the date of grant provided that Ms. Katziff is providing service as a member of the Board through such vesting date. Under the Compensation Policy, on the date of each Flywire annual meeting of stockholders, Ms. Katziff will also be entitled to receive an annual restricted stock unit award with a fair market value of $175,000 (the “Annual RSU”). The Annual RSU will vest on the earlier of the one-year anniversary from the date of grant or Flywire’s next annual meeting of stockholders provided that Ms. Katziff is providing service as a member of the Board through such vesting date. In addition, each of the Initial RSU and Annual RSU will accelerate and fully vest upon a change in control or Ms. Katziff’s earlier death or disability. The Compensation Policy is described in further detail in the Proxy Statement.

Ms. Katziff and Flywire also entered an indemnification agreement requiring Flywire to indemnify Ms. Katziff to the fullest extent permitted under Delaware law with respect to her service as a director. Flywire’s form of indemnification agreement was filed with the SEC on May 18, 2021 as Exhibit 10.1 to Flywire’s Amended Registration Statement on Form S-1 and is incorporated herein by reference.

There are no family relationships between Ms. Katziff and any of Flywire’s directors or executive officers and Ms. Katziff does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On March 26, 2026, Flywire issued a press release in connection with Ms. Katziff’s appointment to the Board as reported under Item 5.02 above. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

This information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Flywire Corporation Press Release dated March 26, 2026.
104		Cover page interactive data file (embedded within the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FLYWIRE CORPORATION
By:		/s/ Cosmin Pitigoi
Name:		Cosmin Pitigoi
Title:		Chief Financial Officer

Dated March 26, 2026

Exhibit 99.1

Flywire Appoints Christine Katziff to its Board of Directors

Former Bank of America Chief Audit Executive brings more than three decades of financial services leadership, risk expertise, and a proven record of innovation to Flywire’s Board of Directors

BOSTON, MA — March 26, 2026 — Flywire Corporation (Flywire) (Nasdaq: FLYW), a global payments enablement and software company, today announced the appointment of Christine Katziff to its Board of Directors. In connection with her appointment, Ms. Katziff will also join the Audit Committee of the Board of Directors.

Ms. Katziff retired from Bank of America following a 38-year career in which she most recently served as Chief Audit Executive, leading a global team of professionals across audit and credit review. She reported directly to the chief executive officer and the audit committee of Bank of America’s board of directors for more than a decade, overseeing activities that assessed risk, cybersecurity, capital planning, business transformation, and compliance across one of the world’s largest financial institutions. Under her leadership, Ms. Katziff and the Corporate Audit and Credit Review organization of Bank of America were recognized for using innovation, automation, AI and other technologies to manage risk and develop best-in-class control environments in support of the company’s responsible growth strategy. Internally, Ms. Katziff was a member of key governance committees and led initiatives to engage and serve communities, clients and employees.

“Christine brings exactly the kind of seasoned, global leadership that will strengthen our Board as we scale,” said Mike Massaro, CEO of Flywire. “Her career sits at the intersection of financial rigor, digital transformation, AI, and disciplined growth, which are critical to how Flywire operates and how we serve our clients. We are confident her leadership and deep expertise will be a tremendous asset as we continue to expand our reach and goal of delivering exceptional value to clients around the world.”

Beyond her executive career, Ms. Katziff is active in governance and community leadership. She currently serves as chair of the board of directors of Novant Health, a Southeast regional healthcare system, and chairs the finance and facilities committee of the board of trustees at Bryant University. Her advocacy for wellness, mental health, and higher education has spanned board service at UNC Charlotte, Central Piedmont Community College, and the American Heart Association’s national Go Red for Women Leadership Council. Ms. Katziff holds a B.S. in business administration from Bryant University and an MBA from the University of Hartford.

“Flywire is an exceptional organization, unique in its ability to deliver complex, high-value payments across highly regulated industries at scale,” said Ms. Katziff. “Flywire has delivered rigorous oversight, strong controls, and disciplined growth that I’ve spent my career focused on, and I’m looking forward to contributing to their next phase of growth.”

About Flywire

Flywire is a global payments enablement and software company. We combine our proprietary global payments network, next-gen payments platform and vertical-specific software to deliver the most important and complex payments for our clients and their customers.

Flywire leverages its vertical-specific software and payments technology to deeply embed within the existing A/R workflows for its clients across the education, healthcare, and travel vertical markets, as well as in key B2B industries. Flywire also integrates with leading ERP systems, such as NetSuite, so organizations can optimize the payment experience for their customers while eliminating operational challenges.

Flywire supports approximately 5,000** clients with diverse payment methods in more than 140 currencies across more than 240 countries and territories around the world. Flywire is headquartered in Boston, MA, USA, with global offices. For more information, visit www.flywire.com. Follow Flywire on X (formerly known as Twitter), LinkedIn and Facebook.

** Excludes clients from Flywire’s Invoiced and Sertifi acquisitions

Safe Harbor Statement

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding Flywire’s business strategy, expectations and plans, market growth and trends. Flywire intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terms such as, but not limited to, “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. Such forward-looking statements are based upon current expectations that involve risks, changes in circumstances, assumptions, and uncertainties. Important factors that could cause actual results to differ materially from those reflected in Flywire’s forward-looking statements include, among others, the factors that are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Flywire’s Annual Report on Form 10-K for the year ended December 31, 2025, which is on file with the Securities and Exchange Commission (SEC) and available on the SEC’s website at https://www.sec.gov/. The information in this release is provided only as of the date of this release, and Flywire undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

Contacts

Media:

Sarah King

Media@Flywire.com

Investor Relations:

Masha Kahn

ir@flywire.com

FAQ

What did Flywire (FLYW) announce in this Form 8-K?

Flywire announced the appointment of Christine Katziff to its Board of Directors as a Class I director and Audit Committee member, expanding the board to nine directors and outlining her compensation and indemnification arrangements in line with its existing governance framework.

What compensation will Christine Katziff receive as a Flywire (FLYW) director?

Christine Katziff will receive a $35,000 annual cash retainer for board service and $10,000 for Audit Committee service, plus an initial $350,000 RSU grant and recurring annual RSU awards valued at $175,000, all subject to service-based vesting conditions and specified acceleration events.

How do Christine Katziff’s RSU awards at Flywire (FLYW) vest?

Her initial $350,000 RSU award vests in three equal annual installments on each grant anniversary, while each $175,000 annual RSU vests on the earlier of one year from grant or the next annual meeting, with both types fully vesting upon change in control, death, or disability.

What governance role will Christine Katziff play at Flywire (FLYW)?

Christine Katziff joins Flywire’s Board of Directors as a Class I director with a term through the 2028 annual meeting and will serve on the Audit Committee as an independent director, contributing risk, audit, and financial oversight experience from her long career at Bank of America.

Does Flywire (FLYW) consider Christine Katziff independent for audit purposes?

Yes, Flywire’s Board determined that Christine Katziff is an independent director and eligible to serve on the Audit Committee under applicable U.S. Securities and Exchange Commission and Nasdaq Stock Market rules, allowing her to participate fully in the board’s financial reporting oversight.

What is Christine Katziff’s professional background relevant to Flywire (FLYW)?

Christine Katziff retired from Bank of America after a 38-year career, most recently serving as Chief Audit Executive overseeing risk, cybersecurity, capital planning, transformation, and compliance, experience that aligns with Flywire’s focus on complex, regulated payments and disciplined growth strategies.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 9.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB