Flywire (FLYW) CEO reports 751,811-share RSU grant and large trust gifts

Rhea-AI Filing Summary

Flywire Corp Chief Executive Officer Michael Massaro reported several equity transactions in Voting Common Stock. He received a grant of 751,811 shares underlying a time-based restricted stock unit award that carries no cash exercise price. The RSU vests 25% on March 1, 2027, with the remaining shares vesting in equal quarterly installments over the following three years, contingent on his continued service.

The filing also records bona fide gift transfers of 465,043 shares on an earlier date involving trusts associated with his spouse, where he disclaims beneficial ownership except for any pecuniary interest. Some of the reported holdings are shown as indirectly owned through these trusts rather than personally.

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).

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)
12/24/2025

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	12/24/2025		G(1)		465,043	D	$0	192,193	I	See footnote(2)
Voting Common Stock	12/24/2025		G(1)		465,043	A	$0	2,305,158(3)	D
Voting Common Stock	02/24/2026		A		751,811(4)	A	$0	3,056,969(3)	D
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. The reported exempt transaction involves a transfer of securities by bona fide gift for estate planning purposes from the Meredith E. Massaro Revocable Trust dated November 1, 2017 (the "M Massaro Trust"), of which the Reporting Person's spouse is a trustee, to the Reporting Person for no consideration.

2. 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.

3. Adjusted to reflect 1,243 shares acquired under the Issuer's Employee Stock Purchase Plan.

4. Represents shares of common stock underlying a time-based restricted stock unit award (RSU). The RSU vests with respect to 25% of the shares on March 1, 2027, with the remainder vesting in equal quarterly installments over the following three years, provided that the Reporting Person has provided continuous service to the Issuer through the applicable vesting date.

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	02/26/2026
	** 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).
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FAQ

What equity award did Flywire (FLYW) CEO Michael Massaro report?

Michael Massaro reported a grant of 751,811 shares of Voting Common Stock underlying a time-based RSU award. The award carries no exercise price and represents stock-based compensation tied to his continued service with Flywire over several years.

How do Michael Massaro’s new RSUs at Flywire (FLYW) vest over time?

The RSU award vests 25% of the 751,811 underlying shares on March 1, 2027. The remaining 75% then vests in equal quarterly installments over the following three years, as long as he continues serving Flywire during each vesting date.

Were there any Flywire (FLYW) share transfers involving family trusts?

Yes. The filing notes bona fide gift transfers of 465,043 shares involving the Meredith E. Massaro Revocable Trust and another family trust. These trusts are associated with Massaro’s spouse, and he disclaims beneficial ownership except for any pecuniary interest he may have.

Does Michael Massaro disclaim beneficial ownership of some Flywire (FLYW) shares?

Yes. For shares held by certain family trusts where his spouse serves as trustee, Massaro disclaims beneficial ownership. The disclosure states this should not be considered an admission of beneficial ownership, except to the extent of any pecuniary interest he may have.

Are the Flywire (FLYW) transactions open-market buys or sells?

No. The filing shows a stock-based award and bona fide gifts, not open-market trades. The RSU grant reflects compensation, while the gift transactions involve transfers with no consideration, primarily for estate planning and family trust structuring purposes.

What role does Michael Massaro hold at Flywire (FLYW)?

Michael Massaro is identified as a director and the Chief Executive Officer of Flywire Corp. His reported stock-based award and trust-related transfers reflect equity compensation and estate planning activity tied to his leadership position at the company.