FLYW Form 4: General Counsel reports RSU tax‑withholding of 3,081 shares

Rhea-AI Filing Summary

Peter Butterfield, who serves as General Counsel and Chief Compliance Officer and is a director of Flywire Corporation (FLYW), reported a transaction in the issuer's common stock. The filing shows 3,081 shares were disposed of under code F at a reported price of $13.13 per share. The reporting form states these shares were withheld by the issuer to satisfy income tax withholding obligations in connection with the net settlement of time‑based restricted stock units and were not sold on the open market.

After this withholding, Butterfield beneficially owned 404,085 shares of Flywire common stock. The disclosure is a routine insider tax‑withholding transaction and documents compliance with Section 16 reporting requirements.

Insights

Financial Analyst

TL;DR: Routine insider tax withholding; small share reduction, no open‑market sale, minimal investor impact.

The reported disposition of 3,081 shares appears to be a non‑market transaction executed to satisfy tax withholding on net‑settled restricted stock units, which typically does not signal a change in management conviction. The aggregate value of the shares at the reported price is modest relative to the remaining 404,085 shares beneficially owned, indicating this is an administrative action rather than a liquidation. Investors should view this as compliance disclosure rather than a material change to ownership or corporate direction.

Corporate Governance Expert

TL;DR: Proper Section 16 disclosure of RSU tax withholding; governance process working as expected.

Withholding shares to meet tax obligations on net‑settled RSUs is a common mechanism that avoids open‑market sales and reduces reporting complexity. The filer identified his roles and reported the post‑transaction beneficial ownership, supporting transparency. There are no indications of insider trading behavior because the form explicitly states the shares were withheld rather than sold. This is consistent with good reporting practice but offers no new governance signals beyond routine executive compensation settlement.

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^*

Butterfield Peter

(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)
	General Counsel and CCO

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		3,081(1)	D	$13.13	404,085	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/ Peter Butterfield	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 transaction did Flywire (FLYW) insider Peter Butterfield report?

He reported a disposition of 3,081 shares via withholding to satisfy income tax obligations related to net‑settled restricted stock units.

Was the 3,081‑share disposition an open‑market sale?

No. The filing states the shares were withheld by the issuer to satisfy tax withholding and were not sold on the open market.

At what price were the withheld shares reported?

The transaction is reported at a price of $13.13 per share.

How many Flywire shares does Peter Butterfield beneficially own after this transaction?

He beneficially owns 404,085 shares following the withholding transaction.

What was the stated reason for the share withholding?

The filing explains the withholding was to satisfy income tax withholding and remittance obligations connected to net settlement of time‑based RSU awards.