FLYW Form 4: Rob Orgel RSU tax-withholding reduced stake to 853,324

Rhea-AI Filing Summary

Rob Orgel, President and COO of Flywire Corporation (FLYW), reported a disposition of 14,332 shares of Flywire common stock on 09/02/2025 at an effective price of $13.13 per share. The filing states these shares were withheld by the issuer to satisfy income tax withholding related to net settlement of time‑based restricted stock units, and explicitly notes this transaction does not represent an open market sale. After the withholding, Mr. Orgel beneficially owns 853,324 shares. The Form 4 was signed by Mr. Orgel on 09/04/2025.

Positive

• Transaction is administrative withholding to satisfy tax obligations and not an open-market sale, reducing likelihood of negative market signaling
• Insider continues to hold a substantial position: 853,324 shares beneficially owned after the withholding

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine tax-withholding share disposition by a senior executive; not a market sale and therefore limited governance concern.

The Form 4 documents a common administrative action where the issuer withholds shares to satisfy tax obligations from the net settlement of restricted stock units. Because the disposition was executed by issuer withholding rather than an open-market transaction, it does not reflect an elective sale by the insider and is less likely to signal a change in the executive's view of company prospects. The report still increases public transparency about insider holdings and confirms post-transaction beneficial ownership at 853,324 shares, which is useful for monitoring insider alignment with shareholders.

Securities Analyst

TL;DR: Transaction is administrative and non-market; no immediate valuation signal but reduces insider share count modestly.

The withheld amount of 14,332 shares at $13.13 each reduces the insider's outstanding stake but is characterized as tax withholding from RSU net settlement, not a sale. Investors should note the transaction date of 09/02/2025 and the signature date of 09/04/2025 for recordkeeping. The remaining beneficial ownership of 853,324 shares provides a snapshot of the executive's current stake for modeling insider ownership metrics.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Orgel Rob

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		F		14,332(1)	D	$13.13	853,324	D

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. 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.

	/s/ Rob Orgel	09/04/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Rob Orgel report on Form 4 for FLYW?

He reported a disposition of 14,332 shares on 09/02/2025, withheld by the issuer to cover income tax obligations, at a reported price of $13.13 per share.

Was the disposition an open market sale?

No. The filing states the shares were withheld by the issuer for tax withholding in connection with net settlement of RSUs and does not represent an open market sale.

How many Flywire shares does Rob Orgel beneficially own after this transaction?

Following the reported transaction, Mr. Orgel beneficially owns 853,324 shares.

What is Rob Orgel's role at Flywire?

The Form 4 lists him as a Director and as President and COO of Flywire Corporation.

When was the Form 4 signed?

The signature on the Form 4 is dated 09/04/2025.