FLYW Form 4: CFO Cosmin Pitigoi Reports 13,340-Share Withholding

Rhea-AI Filing Summary

Cosmin Pitigoi, Chief Financial Officer of Flywire Corp (FLYW), reported a non-market disposition of 13,340 shares of Voting Common Stock on 09/02/2025 at an effective price of $13.13 per share. The Form 4 shows these shares were withheld by the issuer to satisfy income tax withholding obligations related to the net settlement of time-based restricted stock units, and the filing explicitly states this was not an open-market sale. After the withholding, Mr. Pitigoi beneficially owns 652,882 shares directly. The form is signed 09/04/2025.

Positive

• Large retained direct ownership: Reporting person continues to beneficially own 652,882 shares directly, indicating ongoing stake alignment.
• Disposition was non-market: The Form 4 explicitly states the 13,340-share disposition was a withholding to satisfy tax obligations and not an open market sale.

Negative

• Shares disposed (withheld): 13,340 shares were disposed at an effective price of $13.13 per share, reducing the reporting person's share count.
• Limited transaction detail: The filing provides no information about the original RSU grant dates or pre-withholding share balances on this form.

Insights

Financial Analyst

TL;DR: Routine tax-withholding disposition; minimal market impact given the non-market nature and retained holdings.

The Form 4 records a Code F disposition of 13,340 shares at $13.13 per share arising from net settlement of time-based RSUs to cover tax obligations. The filing clarifies this was a withholding, not an open-market sale, which typically has limited signaling value for near-term stock supply or demand. Post-transaction direct beneficial ownership of 652,882 shares indicates continued economic alignment with shareholders. No additional transactions or derivative activity are reported.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 reporting and explains withholding; no governance red flags apparent.

The report provides required Section 16 transparency by disclosing a tax-withholding disposition tied to RSU net settlement. The explicit explanation that shares were withheld for tax remittance reduces ambiguity about insider selling. The signature and filing details are present, and there are no concurrent derivative or related-party transactions disclosed on this Form 4 that would raise governance concerns.

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

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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^*

Pitigoi Cosmin

(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)
	Chief Financial Officer

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		13,340(1)	D	$13.13	652,882	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/ Cosmin Pitigoi	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 Cosmin Pitigoi report on Form 4 for FLYW?

The Form 4 reports a Code F disposition of 13,340 shares on 09/02/2025 at an effective price of $13.13, and a remaining direct beneficial ownership of 652,882 shares.

Was the 13,340-share transaction an open-market sale for FLYW?

No. The filing states the shares were withheld by the issuer to satisfy income tax withholding related to net-settled RSUs and does not represent an open market sale.

Why were the shares disposed according to the Form 4?

The Form 4 explanation says the shares were withheld to satisfy the issuer's income tax withholding and remittance obligations in connection with net settlement of time-based restricted stock unit awards.

What is the reporting person's role at Flywire (FLYW)?

The reporting person, Cosmin Pitigoi, is identified on the form as an Officer with the title Chief Financial Officer.

When was the Form 4 signed?

The signature block shows the form was signed by /s/ Cosmin Pitigoi on 09/04/2025.