Form 8-K

8-K — Flywire Corp

Accession: 0001628280-26-063211

Filed: 2026-09-23

Period: 2026-09-22

CIK: 0001580560

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — flyw-20260922.htm (Primary)

EX-99.1 (ex991-pressrelease92326.htm)

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8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________

FORM 8-K

_________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2026

_________________________________________________________

FLYWIRE CORPORATION

(Exact name of Registrant as specified in its charter)

_________________________________________________________

Delaware 001-40430 27-0690799

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

141 Tremont St #10

Boston, MA 02111

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (617) 329-4524

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

_________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Voting Common Stock, $0.0001 par value per share FLYW The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On September 22, 2026, based upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Flywire Corporation (“Flywire”), the Board appointed Sabrina Farmer (“Ms. Farmer”) to the Board as a Class II director, with her initial term expiring at Flywire’s 2029 annual meeting of stockholders. In connection with Ms. Farmer’s appointment, and pursuant to Flywire’s bylaws and certificate of incorporation, the Board has increased the number of directors from nine to ten. In addition, the Board appointed Ms. Farmer to serve as a member of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”). The Board has determined that Ms. Farmer is an independent director and eligible to serve on the Nominating and Corporate Governance Committee in accordance with applicable rules of the Nasdaq Stock Market.

As provided for in Flywire’s non-employee director compensation plan (the “Compensation Policy”), Ms. Farmer will receive an annual cash retainer of $35,000 per year for her service on the Board and an additional annual retainer of $4,000 for her service on the Nominating and Corporate Governance Committee as more fully described in Flywire’s Proxy Statement for its 2026 annual meeting of stockholders filed with the SEC on April 23, 2026 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Proxy Statement”). Pursuant to the Compensation Policy, upon the effectiveness of her appointment, Ms. Farmer was automatically granted a restricted stock unit award (the “Initial RSU”) with a fair market value of $350,000. The Initial RSU will vest in three equal annual installments on each anniversary of the date of grant provided that Ms. Farmer is providing service as a member of the Board through such vesting date. Under the Compensation Policy, on the date of each Flywire annual meeting of stockholders, Ms. Farmer will also be entitled to receive an annual restricted stock unit award with a fair market value of $175,000 (the “Annual RSU”). The Annual RSU will vest on the earlier of the one-year anniversary from the date of grant or Flywire’s next annual meeting of stockholders provided that Ms. Farmer is providing service as a member of the Board through such vesting date. In addition, each of the Initial RSU and Annual RSU will accelerate and fully vest upon a change in control or Ms. Farmer’s earlier death or disability. The Compensation Policy is described in further detail in the Proxy Statement.

Ms. Farmer and Flywire also entered an indemnification agreement requiring Flywire to indemnify Ms. Farmer to the fullest extent permitted under Delaware law with respect to her service as a director. Flywire’s form of indemnification agreement was filed with the SEC on May 18, 2021 as Exhibit 10.1 to Flywire’s Amended Registration Statement on Form S-1 and is incorporated herein by reference.

There are no family relationships between Ms. Farmer and any of Flywire’s directors or executive officers and Ms. Farmer does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On September 23, 2026, Flywire issued a press release in connection with Ms. Farmer’s appointment to the Board as reported under Item 5.02 above. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

This information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Flywire Corporation Press Release dated September 23, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FLYWIRE CORPORATION

By: /s/ Cosmin Pitigoi

Name: Cosmin Pitigoi

Title: Chief Financial Officer

Dated September 23, 2026

EX-99.1

Filename: ex991-pressrelease92326.htm · Sequence: 2

Document

Exhibit 99.1

Flywire Appoints Sabrina Farmer to its Board of Directors

Former GitLab Chief Technology Officer and Google VP of Engineering brings more than 25 years of technology leadership, infrastructure expertise, and a proven track record of scaling enterprise systems to Flywire's Board of Directors

Boston, MA - Sept 23, 2026 – Flywire Corporation (Flywire) (Nasdaq: FLYW), a global payments enablement and software company, today announced the appointment of Sabrina Farmer to its Board of Directors. In connection with her appointment, Ms. Farmer will also join the Nominating and Corporate Governance Committee of the Board of Directors.

Ms. Farmer joins the Flywire Board with extensive experience building ultra-scalable and highly reliable software systems, driving digital transformation, and leading global teams to deliver innovation in consumer and enterprise technology. She currently serves as Corporate Vice President of the Commerce Platform at Microsoft, where she is responsible for delivering the scalable core commerce, billing, and payment platforms that enable go-to-market (GTM) strategies for Azure, Office 365, Copilot, and consumer channels. Prior to Microsoft, she was Chief Technology Officer at GitLab, where she led the company's software engineering, operations, and customer support teams. Previously, Ms. Farmer had a distinguished, 19-year career at Google in which she most recently served as Vice President of Engineering, Core Infrastructure, leading strategic initiatives across Google's most critical systems. She reported directly to senior leadership and was responsible for the reliability, performance, and efficiency of all of Google's billion-user products and infrastructure. During her tenure, Ms. Farmer supported some of the world's most widely-used digital services, and engineering organizations achieved new standards for infrastructure resilience and operational excellence.

"Sabrina's track record of architecting and operating systems at unprecedented scale, including managing billions of interactions across the world's largest digital platforms, makes her an invaluable addition to our Board," said Mike Massaro, CEO of Flywire. "Her deep expertise in building reliable, high-performance infrastructure and her proven ability to lead transformational change across complex global organizations aligns with Flywire's growth trajectory. We look forward to her strategic insights as we continue to scale our business globally."

Beyond her technical leadership, Ms. Farmer is a passionate advocate for inclusion in technology. She earned a B.S. in Computer Science from the University of New Orleans and has established two scholarships there to help level the playing field for inclusion and empowerment in the technology sector.

Exhibit 99.1

“Throughout my career, I've engineered platforms that billions of people depend on daily. The uncompromising standards required at massive scale are exactly what Flywire has embedded in its payments infrastructure that powers the essential industries that it serves,” said Sabrina Farmer. “Flywire’s commitment to technical excellence, security, and innovation resonates with me, and I'm excited to support their vision of delivering exceptional payment experiences to their clients and payers around the world.”

About Flywire

Flywire is a global payments enablement and software company. We combine our proprietary global payments network, next-gen payments platform and vertical-specific software to deliver the most important and complex payments for our clients and their customers.

Flywire leverages its vertical-specific software and payments technology to deeply embed within the existing A/R workflows for its clients across the education, healthcare and travel vertical markets, as well as in key B2B industries. Flywire also integrates with leading ERP systems, such as NetSuite, so organizations can optimize the payment experience for their customers while eliminating operational challenges.

Flywire supports more than 5,300* clients with diverse payment methods in more than 140 currencies across 240 countries and territories around the world. Flywire is headquartered in Boston, MA, USA with global offices. For more information, visit www.flywire.com. Follow Flywire on X (formerly known as Twitter), LinkedIn and Facebook.

*Not including Flywire’s Invoiced and Sertifi acquisitions

Media Contact

Sarah King

Media@Flywire.com

Investor Relations Contact

Masha Kahn

ir@flywire.com

Forward Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding Flywire's strategy, expectations and plans of its business, market growth and trends. Flywire intends such

Exhibit 99.1

forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terms such as, but not limited to, “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. Such forward-looking statements are based upon current expectations that involve risks, changes in circumstances, assumptions, and uncertainties. Important factors that could cause actual results to differ materially from those reflected in Flywire's forward-looking statements include, among others, the factors that are described in the “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” sections of Flywire's Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, which are on file with the Securities and Exchange Commission (SEC) and available on the SEC's website at https://www.sec.gov/. The information in this release is provided only as of the date of this release, and Flywire undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

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