Cadian Capital discloses 6.6% Flywire (FLYW) stake in Schedule 13G/A

Rhea-AI Filing Summary

Cadian Capital Management and related reporting persons disclosed a significant stake in Flywire Corporation. As of December 31, 2025, they may have been deemed to beneficially own 7,927,159 shares of Flywire’s Voting Common Stock, representing approximately 6.6% of the class, based on 120,253,612 shares outstanding as of October 31, 2025.

All of these shares were directly held by Cadian Master Fund L.P. and Cadian Opportunities Master Fund LP, which are advisory clients of Cadian Capital Management, LP. The adviser exercises exclusive voting and investment power over these securities, with control cascading through Cadian Capital Management GP, LLC and its sole managing member, Eric Bannasch.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Flywire Corporation

(Name of Issuer)

Voting Common Stock, par value $0.0001 per share

(Title of Class of Securities)

302492103

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 302492103

1

Names of Reporting Persons

Cadian Capital Management, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,927,159.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,927,159.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,927,159.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.6 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 302492103

1

Names of Reporting Persons

Cadian Capital Management GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,927,159.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,927,159.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,927,159.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.6 %

12

Type of Reporting Person (See Instructions)

OO, HC

SCHEDULE 13G

CUSIP No. 302492103

1

Names of Reporting Persons

ERIC BANNASCH

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,927,159.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,927,159.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,927,159.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.6 %

12

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Flywire Corporation
(b)	Address of issuer's principal executive offices: 141 Tremont Street #10, Boston, Massachusetts, 02111
Item 2.
(a)	Name of person filing: (i) Cadian Capital Management, LP, (ii) Cadian Capital Management GP, LLC, and (iii) Eric Bannasch (collectively, the "Reporting Persons")
(b)	Address or principal business office or, if none, residence: For each of the Reporting Persons: 535 Madison Avenue, 36th Floor, New York, New York 10022
(c)	Citizenship: (i) Cadian Capital Management, LP is a Delaware limited partnership, (ii) Cadian Capital Management GP, LLC is a Delaware limited liability company, and (iii) Eric Bannasch is a United States citizen.
(d)	Title of class of securities: Voting Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 302492103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of December 31, 2025, each of the Reporting Persons may have been deemed to have beneficially owned 7,927,159 shares of Voting Common Stock, par value $0.0001 per share ("Voting Common Stock"), of Flywire Corporation (the "Issuer"). All securities reported in this Schedule 13G were directly held by Cadian Master Fund L.P. and Cadian Opportunities Master Fund LP (collectively, the "Advisory Clients"), advisory clients of Cadian Capital Management, LP (the "Adviser"). Pursuant to Investment Management Agreements between the Advisory Clients and the Adviser, the Adviser exercises exclusive voting and investment power over securities directly held by the Advisory Clients. Cadian Capital Management GP, LLC is the general partner of the Adviser. Eric Bannasch is the sole managing member of Cadian Capital Management GP, LLC.
(b)	Percent of class: As of December 31, 2025, each of the Reporting Persons may have been deemed to have beneficially owned approximately 6.6% of the shares of Voting Common Stock of the Issuer outstanding, based on 120,253,612 shares of Voting Common Stock outstanding as of October 31, 2025, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: As of December 31, 2025, each of the Reporting Persons may have been deemed to have had sole power to vote or to direct the vote of 0 shares of Voting Common Stock.
	(ii) Shared power to vote or to direct the vote: As of December 31, 2025, each of the Reporting Persons may have been deemed to have had shared power to vote or to direct the vote of 7,927,159 shares of Voting Common Stock.
	(iii) Sole power to dispose or to direct the disposition of: As of December 31, 2025, each of the Reporting Persons may have been deemed to have had sole power to dispose or to direct the disposition of 0 shares of Voting Common Stock.
	(iv) Shared power to dispose or to direct the disposition of: As of December 31, 2025, each of the Reporting Persons may have been deemed to have had shared power to dispose or to direct the disposition of 7,927,159 shares of Voting Common Stock.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. All securities reported in this Schedule 13G were directly held by the Advisory Clients. Cadian Master Fund L.P. individually directly holds Voting Common Stock representing more than 5% of the Issuer's Voting Common Stock.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. The disclosure regarding the relationships among the Reporting Persons in Item 4 is incorporated by reference herein.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Cadian Capital Management, LP

Signature:	/s/ Eric Bannasch
Name/Title:	Eric Bannasch/Managing Member, Cadian Capital Management GP, LLC, its General Partner
Date:	02/17/2026

Cadian Capital Management GP, LLC

Signature:	/s/ Eric Bannasch
Name/Title:	Eric Bannasch/Managing Member
Date:	02/17/2026

ERIC BANNASCH

Signature:	/s/ Eric Bannasch
Name/Title:	Eric Bannasch/Self
Date:	02/17/2026

FAQ

What percentage of Flywire (FLYW) does Cadian Capital report owning in this Schedule 13G/A?

Cadian Capital and related reporting persons report beneficial ownership of approximately 6.6% of Flywire’s Voting Common Stock. This percentage is based on 120,253,612 shares outstanding as of October 31, 2025, as disclosed in Flywire’s Form 10-Q.

How many Flywire (FLYW) shares are beneficially owned according to this Schedule 13G/A filing?

The reporting persons may have been deemed to beneficially own 7,927,159 shares of Flywire’s Voting Common Stock as of December 31, 2025. These shares are directly held by Cadian Master Fund L.P. and Cadian Opportunities Master Fund LP, advisory clients of Cadian Capital Management, LP.

Who are the reporting persons in the Flywire (FLYW) Schedule 13G/A Amendment No. 3?

The reporting persons are Cadian Capital Management, LP, Cadian Capital Management GP, LLC, and Eric Bannasch. Cadian Capital Management, LP acts as investment adviser, its general partner is Cadian Capital Management GP, LLC, and Eric Bannasch is the sole managing member of that general partner.

How is voting and investment power over Flywire (FLYW) shares structured for Cadian?

Voting and investment power over the Flywire shares is exercised by Cadian Capital Management, LP under Investment Management Agreements with its advisory clients. Each reporting person is deemed to share voting and dispositive power over 7,927,159 shares of Voting Common Stock as of December 31, 2025.

Are the Flywire (FLYW) securities held by Cadian for control purposes?

The filing certifies the securities were acquired and are held in the ordinary course of business, not for the purpose or effect of changing or influencing control of Flywire. They are not held in connection with transactions aimed at control, other than limited nomination-related activities.

Which Cadian funds directly hold more than 5% of Flywire (FLYW) Voting Common Stock?

All reported securities are directly held by Cadian Master Fund L.P. and Cadian Opportunities Master Fund LP. The filing notes that Cadian Master Fund L.P. individually directly holds Voting Common Stock representing more than 5% of Flywire’s outstanding Voting Common Stock.