FLYW Form 4: CEO Net-Settlement Withholding of 26,514 Shares Disclosed

Rhea-AI Filing Summary

Flywire Corp (FLYW) insider report: Michael Massaro, CEO and director, reported a disposition of 26,514 shares of Voting Common Stock on 09/02/2025 at a price of $13.13 per share, noted as withholding to satisfy tax obligations related to net settlement of time-based restricted stock units and not an open-market sale. After the reported transaction, Massaro beneficially owns 1,865,386 shares directly and indirectly holds 657,236 and 307,548 shares through two trusts for which his spouse is trustee, which he disclaims beneficial ownership of except for any pecuniary interest.

Positive

• Significant direct ownership retained: Reporting person continues to directly hold 1,865,386 shares after the transaction
• Disposition is tax-withholding, not open-market sale: The form states the 26,514 shares were withheld to satisfy tax obligations related to net-settled RSUs

Negative

• Disposition of shares: 26,514 shares were disposed of (withheld) at $13.13 per share
• Large portion of shares held in trusts: 657,236 and 307,548 shares are held in trusts where the reporting person disclaims beneficial ownership, which may limit direct voting or sale control

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding disposition by the CEO; ownership remains concentrated with substantial direct and trust-held positions.

The filing shows a 26,514-share disposition executed as a withholding to satisfy tax obligations from net-settled restricted stock units, explicitly stated as not an open-market sale. Material points for governance review include the CEO's continued large direct stake of 1,865,386 shares and two additional trust-held blocks totaling 964,784 shares (657,236 and 307,548) where the reporting person disclaims beneficial ownership except for any pecuniary interest. This structure is common for tax-related withholding and estate planning; the report does not disclose transfers to third parties or changes in control.

Securities Analyst

TL;DR: Transaction is a routine RSU net-settlement withholding; price and share counts are disclosed, with no market-sale signal.

The record shows a transaction price of $13.13 and a disposal code indicating withholding (code F). Because the form clarifies the shares were withheld by the issuer to satisfy tax remittance, there is no evidence here of an open-market sale that would signal intent to liquidate. Post-transaction direct beneficial ownership remains at 1,865,386 shares. For investors, this filing documents management's share profile but does not present new revenue, earnings, or debt information.

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^*

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)
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		26,514(1)	D	$13.13	1,865,386	D
Voting Common Stock								657,236	I	See footnote(2)
Voting Common Stock								307,548	I	See footnote(3)

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.

2. The shares are held by the Meredith E. Massaro Revocable Trust dated November 1, 2017, 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. 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	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 Michael Massaro report on the Form 4 for FLYW?

He reported a disposition of 26,514 shares of Voting Common Stock on 09/02/2025 at a price of $13.13 per share, coded as withholding for tax obligations.

Was the 26,514-share disposition an open-market sale?

No. The filing explicitly states the shares were withheld by the issuer to satisfy income tax withholding and remittance obligations in connection with net settlement of RSUs and does not represent an open-market sale.

How many shares does Michael Massaro beneficially own after the transaction?

He beneficially owns 1,865,386 shares directly following the reported transaction, plus indirect holdings reported as 657,236 and 307,548 shares held in two trusts.

What are the trusts mentioned in the Form 4?

The filing identifies the Meredith E. Massaro Revocable Trust dated November 1, 2017 holding 657,236 shares and the Michael P. Massaro 2021 Irrevocable Trust holding 307,548 shares; the reporting person disclaims beneficial ownership of these shares except for any pecuniary interest.

What does transaction code 'F' signify in this Form 4?

In this filing, code F indicates the shares were withheld to satisfy tax withholding obligations related to net settlement of restricted stock units, as stated in the form.