Flywire (FLYW) CEO sells 150,000 shares, reports tax withholding

Rhea-AI Filing Summary

Flywire Corp’s Chief Executive Officer Michael Massaro reported several share transactions in Voting Common Stock. He conducted an open-market sale of 150,000 shares at a weighted average price of $12.3076 per share pursuant to a Rule 10b5-1 trading plan. In a separate transaction, 105,021 shares were withheld by the company to cover income tax obligations related to restricted stock unit settlements, which was not an open-market sale. Following these transactions, he reported continued direct ownership and additional indirect holdings through family trusts, for which he disclaims beneficial ownership except for any pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Massaro Michael

(Last) (First) (Middle)

C/O FLYWIRE CORPORATION

141 TREMONT STREET, SUITE 10

(Street)

BOSTON MA 02111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Flywire Corp [ FLYW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Voting Common Stock	03/02/2026		S(1)		150,000	D	$12.3076(2)	2,906,969	D
Voting Common Stock	03/02/2026		F		105,021(3)	D	$12.43	2,801,948	D
Voting Common Stock								192,193	I	See footnote(4)
Voting Common Stock								307,548	I	See footnote(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares were sold pursuant to a Rule 10b5-1 trading plan.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.075 to $12.52, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the ranges set forth in this footnote to this Form 4.

3. Represents the number of shares of common stock that have been withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of certain time-based restricted stock unit awards and does not represent an open market sale.

4. The shares are held by the M Massaro Trust, of which the Reporting Person's spouse is a trustee. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of the Reporting Person's pecuniary interests therein, if any.

5. The shares are held by the Michael P. Massaro 2021 Irrevocable Trust, of which the Reporting Person's spouse is a trustee. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of the Reporting Person's pecuniary interests therein, if any.

	/s/ Michael Massaro	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Flywire (FLYW) report for CEO Michael Massaro?

Flywire CEO Michael Massaro reported an open-market sale of 150,000 shares of Voting Common Stock and a separate tax-related share withholding. He also reported indirect holdings in family trusts, while disclaiming beneficial ownership beyond any potential economic interest.

How many Flywire (FLYW) shares did the CEO sell and at what price?

Michael Massaro sold 150,000 shares of Flywire Voting Common Stock at a weighted average price of $12.3076 per share. The sale occurred under a Rule 10b5-1 trading plan and was executed through multiple trades within a disclosed price range.

Were all of Michael Massaro’s Flywire (FLYW) share dispositions open-market sales?

No. While 150,000 shares were sold in the open market, 105,021 shares were withheld by Flywire to satisfy income tax withholding on restricted stock units. The withheld shares represent a tax-withholding disposition, not an open-market transaction.

What indirect Flywire (FLYW) share holdings tied to Michael Massaro were reported?

The filing reports indirect holdings in the M Massaro Trust and the Michael P. Massaro 2021 Irrevocable Trust. These trusts are associated with his spouse as trustee, and Massaro disclaims beneficial ownership except for any pecuniary interest he may have.

Was Michael Massaro’s Flywire (FLYW) share sale part of a pre-arranged trading plan?

Yes. The Form 4 notes that the 150,000-share sale was made pursuant to a Rule 10b5-1 trading plan. Such plans allow insiders to pre-schedule trades, helping separate personal trading decisions from day-to-day corporate information flow.