Flywire Corp Stock Compensation Disclosure

Note 14. Stock-Based Compensation

Equity Incentive Plan

In April 2021, the Company’s board of directors adopted, and in May 2021 its stockholders approved, the 2021 Equity Incentive Plan (the 2021 Plan).

No further awards are being made under the Company’s 2009 Equity Incentive Plan, as amended (the 2009 Plan) or the Company’s 2018 Stock Incentive Plan (the 2018 Plan); however, awards outstanding under each of the 2009 Plan and 2018 Plan will continue to be governed by their existing terms. With the establishment of the 2021 Plan, upon the expiration, forfeiture, cancellation, or reacquisition of any stock-based awards granted under the 2009 Plan or 2018 Plan, an equal number of shares will become available for grant under the 2021 Plan. The 2021 Plan, 2018 Plan and 2009 Plan are collectively referred to as the “Equity Incentive Plans”.

The 2021 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards and other forms of equity compensation (collectively, equity awards). A total of 26,116,754 shares of the Company’s common stock have been reserved for issuance under the 2021 Plan in addition to (i) any annual automatic evergreen increases in the number of shares of common stock reserved for issuance under the 2021 Plan and (ii) upon the expiration, forfeiture, cancellation, or reacquisition of any stock-based awards granted under the 2009 Plan or 2018 Plan, an equal number of shares of common stock will become available for grant under the 2021 Plan.

As of December 31, 2025, a total of 16,719,176 shares of the Company's common stock were available for future issuance under the 2021 Plan.

Stock Options

Stock options granted under the 2009 Plan, 2018 Plan, and the 2021 Plan generally vest based on continued service over four years and expire within ten years from the date of grant. Any options that are cancelled or forfeited before expiration become available for future grants.

The aggregate intrinsic value was calculated as the difference between exercise price of the underlying awards and the closing price of the Company’s common stock at December 31, 2025. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2025, 2024, and 2023 was $8.2 million, $33.8 million, and $89.8 million, respectively.

The Company did not grant any options to purchase shares of common stock during the year ended December 31, 2025, 2024, and 2023.

The Company received cash proceeds from the exercise of options to purchase common stock of $2.3 million, $5.6 million, and $10.4 million during the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2025, there was $0.1 million of total unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 0.16 years.

Restricted Stock Units

The Company awarded restricted stock units to employees and certain non-employee board members under the 2021 Plan. The fair value of each restricted stock unit is estimated based on the fair value of the Company's common stock on the date of the grant. The restricted stock units vest over the requisite service period, which range between one and four years from the date of the grant, subject to the continued employment of the employees and service of the non-employee board members.

As of December 31, 2025, there was $127.5 million of total unrecognized compensation expense related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 2.72 years.

Employee Stock Purchase Plan

In April 2021, the Company’s board of directors adopted, and in May 2021 its stockholders approved, the 2021 Employee Stock Purchase Plan (ESPP), which became effective on May 28, 2021. The ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to "eligible employees". A total of 5,539,474 shares of common stock have been reserved for future issuance under the ESPP, in addition to any annual automatic evergreen increases in the number of shares of common stock reserved for future issuance under the ESPP. The price at which common stock is purchased under the ESPP is equal to 85% of the fair market value of a share of common stock on the first or last day of the offering period, whichever is lower. Eligible employees can contribute up to the lesser of 15% of their eligible compensation and the IRS limit. Offering periods are generally six months long.

As of December 31, 2025, a total of 5,539,474 shares of the Company's common stock were available for future issuance under the ESPP.

As of December 31, 2025, there was no unrecognized compensation expense related to the ESPP.

Stock-Based Compensation Costs

During the years ended December 31, 2025 and 2024, $2.0 million, and $1.5 million, respectively, of stock-based compensation was charged to internal-use software, deferred contract costs, and cloud-computing arrangement implementation costs. During the year ended December 31, 2023, there was no stock-based compensation capitalized to internal-use software. The Company recognized $7.4 million, $10.4 million, and $15.1 million of tax benefits associated with stock-based compensation during years ended December 31, 2025, 2024, and 2023, respectively.

On November 6, 2023, the Company entered into a Transition Agreement with its previous Chief Financial Officer (Prior CFO), pursuant to which the Company modified its Prior CFO's outstanding stock options and restricted stock units. As a result of this modification, the Company recognized additional compensation expense of $1.3 million and $0.7 million during the years ended December 31, 2024 and 2023, respectively. The Company recognized no additional compensation expense for the year ended December 31, 2025.