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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): May 15, 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 7.01.

Regulation FD Disclosure

On May 15, 2026, Flywire Corporation (the “Company”) issued a press release announcing the closing of the Repurchase Transaction (as defined in Item 8.01 of this Current Report on Form 8-K). A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The 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 8.01.

Other Events

On May 13, 2026, the Company entered into a privately negotiated securities repurchase agreement (the “Repurchase Agreement”) pursuant to which the Company agreed to repurchase 1,873,320 shares of its non-voting common stock from the seller for an aggregate purchase price of approximately $29 million (the “Repurchase Transaction”).

The Repurchase Transaction closed on May 14, 2026 and was effected pursuant to the Company's previously announced stock repurchase program. Following the Repurchase Transaction, no shares of the Company’s non-voting common stock were outstanding.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

 

 

99.1

Flywire Corporation Press Release dated May 15, 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 May 15, 2026