Flywire Corp Fair Value Disclosure
Note 5. Fair Value Measurements
The following tables present the Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025 and 2024 (in thousands):
|
Measured at Fair Value as of December 31, 2025 |
||||||||||
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
||||
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
$ |
34,857 |
|
$ |
— |
|
$ |
— |
|
$ |
34,857 |
Foreign exchange contracts |
|
— |
|
|
342 |
|
|
— |
|
|
342 |
Short-term investments |
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds |
|
— |
|
|
4,850 |
|
|
— |
|
|
4,850 |
U.S. Government obligations |
|
— |
|
|
19,842 |
|
|
— |
|
|
19,842 |
Total short-term investments |
|
— |
|
|
24,692 |
|
|
— |
|
|
24,692 |
Total financial assets |
$ |
34,857 |
|
$ |
25,034 |
|
$ |
— |
|
$ |
59,891 |
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts |
$ |
— |
|
$ |
425 |
|
$ |
— |
|
$ |
425 |
Contingent consideration |
|
— |
|
|
— |
|
|
2,046 |
|
|
2,046 |
Total financial liabilities |
$ |
— |
|
$ |
425 |
|
$ |
2,046 |
|
$ |
2,471 |
|
Measured at Fair Value as of December 31, 2024 |
||||||||||
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
||||
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
$ |
139,545 |
|
$ |
— |
|
$ |
— |
|
$ |
139,545 |
Foreign exchange contracts |
|
— |
|
|
— |
|
|
49 |
|
|
49 |
Short-term investments |
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds |
|
— |
|
|
62,625 |
|
|
— |
|
|
62,625 |
U.S. Government obligations |
|
— |
|
|
36,755 |
|
|
— |
|
|
36,755 |
Treasury bill |
|
— |
|
|
6,983 |
|
|
— |
|
|
6,983 |
Foreign agency securities |
|
— |
|
|
2,607 |
|
|
— |
|
|
2,607 |
Commercial paper |
|
— |
|
|
6,878 |
|
|
— |
|
|
6,878 |
Total short-term investments |
|
— |
|
|
115,848 |
|
|
— |
|
|
115,848 |
Long-term investments |
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds |
|
— |
|
|
23,100 |
|
|
— |
|
|
23,100 |
U.S. Government obligations |
|
— |
|
|
21,384 |
|
|
— |
|
|
21,384 |
Agency bond |
|
— |
|
|
2,469 |
|
|
— |
|
|
2,469 |
Asset-backed securities |
|
— |
|
|
3,172 |
|
|
— |
|
|
3,172 |
Total long-term investments |
|
— |
|
|
50,125 |
|
|
— |
|
|
50,125 |
Total financial assets |
$ |
139,545 |
|
$ |
165,973 |
|
$ |
49 |
|
$ |
305,567 |
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration |
$ |
— |
|
$ |
— |
|
$ |
5,094 |
|
$ |
5,094 |
Total financial liabilities |
$ |
— |
|
$ |
— |
|
$ |
5,094 |
|
$ |
5,094 |
During the year ended December 31, 2025, the Company corrected the footnotes to its consolidated financial statements for the year ended December 31, 2024, related to the ASC 820 Fair Value Measurement Level classification of money market funds from NAV to Level 1. The table above reflects the appropriate fair value hierarchy classification as of December 31, 2024, which conforms with the current year presentation. The prior period reclassifications had no effect on the reported values of these instruments and the Company does not consider the impact to be material to the prior period
financial statements. Other than this reclassification, during the years ended December 31, 2025, 2024, and 2023, there were no transfers between Level 1, Level 2 or Level 3.
Contingent consideration
Sertifi LLC (Sertifi)
The fair value of the contingent consideration related to the gross profit milestone from the Company’s acquisition of Sertifi in February 2025 was determined using an option pricing model and the fair value of the contingent consideration related to the technology and security integration milestones was determined using a scenario-based method. Refer to Note 10 - Business Combinations for additional details on the Sertifi acquisition. The following table presents the unobservable inputs incorporated into the fair value of the contingent consideration liability as of December 31, 2025.
|
December 31, 2025 |
||
Discount rate |
6.6% |
||
Probability of successful achievement (a) |
15% |
- |
37% |
_____________________________
(a) Probability of successful achievement was set at different targets based on the Company’s estimates on achieving them. The weighted average probability of successful achievement was 21.5% as of December 31, 2025.
Increases or decreases in the discount rate would result in a lower or higher fair value measurement, respectively. Increases or decreases in any of the probabilities of success in which the gross profit and technology and security milestones are expected to be achieved would result in higher or lower fair value measurement, respectively.
Invoiced Inc. (Invoiced)
The fair value of the contingent consideration related to the revenue milestone from the Company’s acquisition of Invoiced in August 2024 was determined using an option pricing model and the fair value of the contingent consideration related to the cross-selling, product, and security and information technology (IT) milestones was determined using a scenario-based method. As of December 31, 2025, there were no remaining contingent consideration milestones outstanding. Refer to Note 10 - Business Combinations for additional details on the Invoiced acquisition. The following table presents the unobservable inputs incorporated into the fair value of the contingent consideration liability as of December 31, 2025 and 2024.
|
December 31, 2024 |
||
Discount rate |
6.5% |
- |
6.6% |
Probability of successful achievement (a) |
4% |
- |
100% |
_____________________________
(a) Probability of successful achievement was set at different targets based on the Company’s estimates on achieving them.
Learning Information Systems Pty Ltd. (StudyLink)
The fair value of the contingent consideration related to the revenue milestone from the Company’s acquisition of StudyLink in November 2023 was determined using an option pricing model and the fair value of the contingent consideration related to the volume of money movement, cross-selling, and engineering implementation milestones was determined using a scenario-based method. As of December 31, 2025, there were no remaining contingent consideration milestones outstanding. Refer to Note 10 - Business Combinations for additional details on the StudyLink acquisition. The following table presents the unobservable inputs incorporated into the valuation of contingent consideration as of December 31, 2025 and 2024.
|
December 31, 2024 |
||
Discount rate |
6.3% |
- |
8.2% |
Probability of successful achievement (a) |
0% |
- |
100% |
_____________________________
(a) Probability of successful achievement was set at different targets based on the Company’s estimates on achieving them.
Changes in the fair value of contingent consideration are included as a component of general and administrative expense within the consolidated statements of operations and comprehensive income (loss). As of December 31, 2025, $2.0 million of contingent consideration are reflected in the Company's balance sheet in accrued expenses and other current liabilities. The following table summarizes the changes in the carrying value of the contingent consideration for the years ended December 31, 2025, 2024, and 2023 (in thousands):
|
Year Ended December 31, |
|||||||
|
2025 |
|
2024 |
|
2023 |
|||
Beginning balance |
$ |
5,094 |
|
$ |
2,882 |
|
$ |
1,332 |
Additions |
|
3,107 |
|
|
4,508 |
|
|
2,703 |
Change in fair value |
|
(1,901) |
|
|
(978) |
|
|
380 |
Contingent consideration paid (a) |
|
(4,213) |
|
|
(1,125) |
|
|
(1,674) |
Foreign currency translation adjustment |
|
(41) |
|
|
(193) |
|
|
141 |
Ending balance |
$ |
2,046 |
|
$ |
5,094 |
|
$ |
2,882 |
(a) Contingent consideration when paid was bifurcated between the financing and operating sections of the consolidated statement of cash flows. Amounts paid up to the fair value initially recorded in purchase accounting is reported in the financing section, while any excess is reported in the operating section of the consolidated statement of cash flows.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Mar 10, 2023 | |
| 2021 | Mar 29, 2022 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.