Cadian Capital Management, Cadian Capital Management GP, LLC, and Eric Bannasch report beneficial ownership of Flywire Corporation Voting Common Stock. As of June 30, 2026, they may be deemed to beneficially own 5,744,166 shares of Voting Common Stock, representing approximately 4.7% of the class, based on 121,609,147 shares outstanding as of the same date.
All shares are directly held by Cadian Master Fund L.P. and Cadian Opportunities Master Fund LP, advisory clients of Cadian Capital Management, LP, which exercises exclusive voting and investment power. The reporting persons have shared voting and dispositive power over these shares and no sole voting or dispositive power. The filing reflects ownership of 5 percent or less of the class.
Positive
None.
Negative
None.
Key Figures
Beneficial ownership:5,744,166 sharesOwnership percentage:4.7%Shares outstanding:121,609,147 shares+3 more
6 metrics
Beneficial ownership5,744,166 sharesShares of Flywire Voting Common Stock beneficially owned as of June 30, 2026
Ownership percentage4.7%Portion of Flywire Voting Common Stock class beneficially owned as of June 30, 2026
Shares outstanding121,609,147 sharesFlywire Voting Common Stock outstanding as of June 30, 2026, used to calculate 4.7%
Shared voting power5,744,166 sharesShares over which reporting persons had shared power to vote or direct the vote
Sole voting power0 sharesShares over which reporting persons had sole power to vote
Shared dispositive power5,744,166 sharesShares over which reporting persons had shared power to dispose or direct disposition
"may have been deemed to have beneficially owned 5,744,166 shares of Voting Common Stock"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting powerfinancial
"had shared power to vote or to direct the vote of 5,744,166 shares"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"had shared power to dispose or to direct the disposition of 5,744,166 shares"
Investment Management Agreementsfinancial
"Pursuant to Investment Management Agreements between the Advisory Clients and the Adviser"
parent holding companyregulatory
"If a parent holding company has filed this schedule, pursuant to (ii)(G)"
FAQ
What percentage of Flywire (FLYW) does Cadian Capital report owning?
Cadian Capital and related reporting persons disclose beneficial ownership of approximately 4.7% of Flywire’s Voting Common Stock as of June 30, 2026, based on 121,609,147 shares outstanding on that date.
How many Flywire (FLYW) shares are reported as beneficially owned?
The reporting persons may be deemed to beneficially own 5,744,166 shares of Flywire Voting Common Stock. These shares are directly held by Cadian Master Fund L.P. and Cadian Opportunities Master Fund LP as of June 30, 2026.
Who are the reporting persons in this Flywire (FLYW) Schedule 13G/A?
The reporting persons are Cadian Capital Management, LP, Cadian Capital Management GP, LLC, and Eric Bannasch. They report shared voting and dispositive power over Flywire shares held by certain advisory client funds.
What voting and dispositive power does Cadian have over Flywire (FLYW) shares?
As of June 30, 2026, the reporting persons had 0 shares with sole voting or dispositive power and 5,744,166 shares with shared voting and shared dispositive power over Flywire Voting Common Stock.
Which entities directly hold the Flywire (FLYW) shares reported by Cadian?
All securities are directly held by Cadian Master Fund L.P. and Cadian Opportunities Master Fund LP, advisory clients of Cadian Capital Management, LP, which exercises exclusive voting and investment power under Investment Management Agreements.
Does this filing indicate Cadian owns more than 5% of Flywire (FLYW)?
No. The filing states beneficial ownership of approximately 4.7% of Flywire’s Voting Common Stock, and it includes a designation for ownership of 5 percent or less of the class under the relevant item.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Flywire Corporation
(Name of Issuer)
Voting Common Stock, par value $0.0001 per share
(Title of Class of Securities)
302492103
(CUSIP Number)
06/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
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
5,744,166.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,744,166.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,744,166.00
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)
4.7 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
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
5,744,166.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,744,166.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,744,166.00
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)
4.7 %
12
Type of Reporting Person (See Instructions)
OO, HC
SCHEDULE 13G
CUSIP Number(s):
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
5,744,166.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,744,166.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,744,166.00
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)
4.7 %
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 June 30, 2026, each of the Reporting Persons may have been deemed to have beneficially owned 5,744,166 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 June 30, 2026, each of the Reporting Persons may have been deemed to have beneficially owned approximately 4.7% of the shares of Voting Common Stock of the Issuer outstanding, based on 121,609,147 shares of Voting Common Stock outstanding as of June 30, 2026, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 5, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of June 30, 2026, 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 June 30, 2026, each of the Reporting Persons may have been deemed to have had shared power to vote or to direct the vote of 5,744,166 shares of Voting Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
As of June 30, 2026, 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 June 30, 2026, each of the Reporting Persons may have been deemed to have had shared power to dispose or to direct the disposition of 5,744,166 shares of Voting Common Stock.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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.
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
