← Back to FLYW filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Flywire Corporation · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
View complete filing on SEC EDGAR ↗This is the extracted source text from the SEC filing. Formatting may differ from the original document.
You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this Quarterly Report on Form 10-Q includes forward-looking statements that involve risks and uncertainties. You should read the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our fiscal year end is December 31, and our fiscal quarters end on March 31, June 30, September 30, and December 31.
Overview
Flywire is a leading global payments enablement and software company. Our next-gen payments platform, proprietary global payment network, and vertical-specific software help our clients get paid and help their customers pay with ease—no matter where they are in the world. Our clients rely on us for integrated solutions that are both global and local, and combine tailored invoicing, flexible payment options, and highly personalized omni-channel experiences. We believe we make generational advances for our clients by transforming payments into a source of value and growth for their organizations while delighting their customers with payment experiences that are engaging, secure, fast, and transparent.
Our Flywire Advantage is derived from three core elements: (i) our next-gen payments platform; (ii) our proprietary global payment network; and (iii) our vertical-specific software backed by our deep industry expertise. With our Flywire Advantage, we aim to power the transformation of our clients’ accounts receivable functions by automating paper and check-based business processes in addition to creating interactive, digital payment experiences for their customers. As a result, clients who implement our payments and software solutions can see increased digital payments and improved accounts receivable, higher enrollment in payment plans, and a reduction in customer support inquiries. We help our clients turn their accounts receivable functions into strategic, value-enhancing areas of their organizations.
We reach clients through various channels, with our direct channel being our primary go-to-market strategy. Our industry-experienced sales and relationship management teams bring expertise and local reach, and our solution combines high-tech and high-touch functions backed by 24x7 multilingual customer support, resulting in high client and customer satisfaction. In addition, the value of our Flywire Advantage has been recognized, with global financial institutions and technology providers choosing to form channel partnerships with us. These partnerships promote organic referral and lead generation opportunities and enhance our indirect sales strategy.
27
The combination of our differentiated solution and efficient go-to-market strategy has resulted in strong and consistent client growth.
•Rapid domestic and international payments volume growth. We have grown our total payment volume by approximately 38.2% period-over-period from $5.9 billion during the three months ended June 30, 2025 to $8.2 billion during the three months ended June 30, 2026. We have grown our total payment volume by approximately 37.2% period-over-period from $14.3 billion during the six months ended June 30, 2025 to $19.6 billion during the six months ended June 30, 2026.
•Expanded global payments network. We have continued to add to the capabilities of our payment network by means of new local bank accounts and payment partners, and have expanded our global reach to over 240 countries and territories and more than 140 currencies.
•Strong dollar-based net retention. For the year ended December 31, 2025, our annual net dollar-based retention rate was approximately 110%. We calculate the annual net dollar-based retention rate for a given year based on the weighted average of the quarterly net dollar-based retention rates for each quarter in that year. We calculate the quarterly net dollar-based retention rate for a given quarter by dividing the revenue we earned in that quarter by the revenue we earned from the same clients in the corresponding quarter of the previous year. Our calculation of quarterly net dollar-based revenue rate for a given quarter only includes revenue from clients that were clients at the beginning of the corresponding quarter of the previous year.
As of June 30, 2026, we serve approximately 5,300 clients around the world, excluding clients acquired from the Sertifi and Invoiced acquisitions. In education, we serve more than 3,300 institutions. In healthcare, we power more than 150 healthcare systems, including four of the top 10 healthcare systems in the United States ranked by hospital size as of December 31, 2025. In our travel and B2B verticals, we have a growing portfolio of approximately 1,800 clients.
Our success in building our client base around the world and expanding utilization by our clients’ customers has allowed us to achieve significant scale. We enabled over $37.6 billion, $19.6 billion, and $14.3 billion in total payment volume during the year ended December 31, 2025 and six months ended June 30, 2026 and 2025, respectively. We
28
generated revenue of $623.0 million and $492.1 million for the years ended December 31, 2025 and 2024, respectively, and reported net income of $13.5 million and $2.9 million, respectively, for the same years. We generated revenue of $355.9 million and $265.3 million for the six months ended June 30, 2026 and 2025, respectively, and reported net income of $4.4 million and net loss of $16.2 million, respectively, for the same periods.
We believe that the growth of our business and our operating results will be dependent upon many factors, including our ability to add new clients, expand the usage of our solutions by our existing clients and their customers, integrate the businesses and technology platforms that we acquire and increase the breadth and depth of our payments and software capabilities by adding new solutions. While these areas present significant opportunities for us, they also pose challenges and risks that we must successfully address in order to sustain the growth of our business and improve our operating results.
While we have experienced significant growth and increased demand for our solutions over recent periods, we may incur losses in the short term and may not be able to achieve or maintain profitability in the future. Our marketing is focused on generating leads to develop our sales pipeline, building our brand and market awareness, scaling our network of partners and growing our business from our existing client base. We believe that these efforts will result in an increase in our client base, revenues, and improved margins in the long term. To manage any future growth effectively, we must continue to improve and expand our IT and financial infrastructure, our operating and administrative systems and controls, and our ability to manage headcount, capital, and processes in an efficient manner. Additionally, we face intense competition in our markets, and to succeed, we need to innovate and offer solutions that are differentiated from legacy payment solutions. We must also effectively hire, retain, train, and motivate qualified personnel and senior management. There are also circumstances beyond our control which can materially impact our business that we need to respond to, including, but not limited to fluctuations in exchange rates. If we are unable to successfully address these challenges, our business, operating results, and prospects could be adversely affected.
We had approximately 1,500 full-time FlyMates as of June 30, 2026, compared to approximately 1,355 full-time FlyMates as of June 30, 2025, an increase of 10.7%.
Recent Acquisitions
In February 2025, we entered into a Purchase and Sale Agreement (the Agreement) to acquire the business of Sertifi LLC (Sertifi) for upfront cash consideration of $330.0 million, subject to certain post-closing adjustments set forth in the Agreement, and contingent consideration of up to $10.0 million upon the completion or satisfaction of certain technical and commercial milestones by Sertifi, with an estimated fair value of $3.1 million on the date of acquisition. During the year ended December 31, 2025, we paid $5.1 million for post-closing adjustments. Sertifi is a vertical software and payments platform digitizing hospitality-specific workflows and associated payments. We paid the upfront cash consideration through a combination of cash on hand and borrowings from our 2024 Revolving Credit Facility. The acquisition of Sertifi was intended to accelerate our travel business and expand our offerings to support over 20,000 hotel locations globally. Sertifi contributed $7.7 million and $10.7 million in platform revenue during the three and six months ended June 30, 2025, respectively, and $4.7 million and $6.4 million in transactional revenue during the three and six months ended June 30, 2025, respectively.
See Note 10 - Business Combinations in our unaudited condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q for additional details related to this acquisition.
Restructuring
In February 2025, we announced a restructuring plan designed to improve operational efficiencies, reduce operating costs and better align our workforce with current business needs, top strategic priorities, and key growth opportunities (collectively, the Restructuring Plan). In connection with the Restructuring Plan, we incurred restructuring and restructuring-related charges of $8.7 million during the year ended December 31, 2025, recorded within restructuring expenses on the condensed consolidated statements of operations and comprehensive (loss) income. Restructuring costs during the year ended December 31, 2025, primarily consisted of cash expenditures for severance payments and related expenses of $6.3 million and non-cash expenditures related to acceleration of vesting of share-based awards of $2.4 million. As of March 31, 2026, the accrued restructuring liability had been settled in full.
Our Revenue Model
We generate revenue from transactions and from platform and other fees as described below.
29
Transaction revenue includes fees earned from payment processing services provided to our clients, which is comprised of processing domestic and cross-border transactions. The fee is generally earned on each transaction through a rate applied to the total payment value of the transaction, which can vary based on the payment method, currency pairs being converted, and the geographic region in which our clients and their customers reside. Payment processing services also include fixed fees per transaction, which generally relate to domestic payments processed. It also includes marketing fees from credit card service providers for marketing arrangements in which we perform certain marketing activities to increase the awareness of the credit card provider and promote certain methods of payments, which we consider to be ancillary to the payment processing solutions we provide to our clients.
Platform and other revenues primarily include (i) fees earned for the utilization of our platforms to optimize cash collections and student application processing, which include revenue earned from software subscription fees and usage based fees, (ii) fees for the establishment of payment plans on our payment platform, (iii) fees related to printing, mailing, and other services which we consider to be ancillary to the solutions we provide to our clients, (iv) commissions from insurance providers when an end-user purchases an insurance policy, and (v) revenue from interest earned on funds held for customers in interest-bearing accounts. Platform and other revenues has been referred to as platform and usage based fee revenue in prior filings.
Total Payment Volume
To grow revenue from clients we must facilitate the use of our payment platform by our clients to process the amounts paid to them by their customers. The more our clients use our platform and rely upon our features to automate their payments, the more payment volume is processed on our solution. This metric provides an important indication of the value of the transactions that our clients’ customers are completing on our payment platform and is an indicator of our ability to generate revenue from our clients. We define total payment volume as the total amount paid to our clients on our payments platforms in a given period.
Total payment volume is comprised of transaction payment volume and platform and other revenues payment volume. The following tables set forth the increase in our total payment volume, and the payment volume mix between transaction payment volume and platform and other revenues payment volume.
Three Months Ended June 30, Change
(dollars in millions) 2026 2025 Amount Percent
Transaction payment volume $ 7,139.1 $ 4,987.2 $ 2,151.9 43.1%
Platform and other revenues payment volume 1,060.8 944.3 116.5 12.3%
Total payment volume $ 8,199.9 $ 5,931.5 $ 2,268.4 38.2%
Six Months Ended June 30, Change
(dollars in millions) 2026 2025 Amount Percent
Transaction payment volume $ 16,465.4 $ 11,413.2 $ 5,052.2 44.3%
Platform and other revenues payment volume 3,159.4 2,889.3 270.1 9.3%
Total payment volume $ 19,624.8 $ 14,302.5 $ 5,322.3 37.2%
Key Factors Affecting Our Performance
Increased Utilization by Our Clients and Their Customers
Our ability to monetize our payments platform and global payment network is an important part of our business model. Today, we charge a fee based on the total payment volume we process on behalf of our clients. Our revenue and payment volume increases as our clients process more transactions on our payment platform and more money is collected through our global payment network. Increased average size of the payments processed on our payment platform also increases our revenue. Our ability to influence clients to process more transactions on our platform will have a direct impact on our revenue.
In addition, sustaining our growth requires continued adoption of our platform by new clients and further adoption of use cases such as payment plans, by our clients’ customers. Our ability to influence our clients to expand their customers’ usage of our platform also depends on our ability to successfully introduce new solutions, such as our solutions to support payments by international education consultants, B2B solutions, and our student financial software (SFS) solution, which provides institutions a comprehensive platform spanning the student financial lifecycle.
30
Mix of Business on Our Platform
Our revenue is affected by several factors, including the amount of payment volume processed by us on behalf of our clients, the industry in which our clients operate, the currency in which payments are made and received, the method of payment and the number of payment plans initiated by our clients’ customers. For example, we recognize more transaction revenue as our clients engage in cross border payment flows compared to domestic payments, which may increase or decrease depending on the industry in which our clients operate. In addition, the mix of payment methods utilized by our clients’ customers may have an impact on our margins given that our costs associated with certain payment methods, such as credit cards, are higher than other payment methods accepted by our solutions, such as bank transfers.
In addition, we are expanding our payment processing capabilities to offer a more comprehensive solution to our clients. While this new capability is expected to be a source of future growth, it is characterized by a lower gross margin profile compared to our traditional, higher-margin products. We anticipate that the inclusion of this business mix will exert a moderate, downward pressure during the initial ramp-up phase on our overall consolidated gross profit margin percentage, even as it continues to contribute positively to our absolute gross profit dollars.
During the six months ended June 30, 2026, our business mix continued to exert downward pressure on our margins, driven by growing share of domestic transactions and credit card usage in travel and B2B and by our payment processing solution in healthcare, travel and B2B, partially offset by ongoing optimization of payment costs. We may experience shifts in the type of revenue we earn (transaction revenue or platform and other revenues) depending on the nature of the activity of our clients and our clients’ customers on our platform.
Digital Transformation and Operational Focus
We make significant investments in both new solutions and existing solution enhancement. New solution features and functionality are brought to market through a variety of distribution and promotional activities. We plan to continue to adopt emerging technologies, expand our library of software integrations and invest in the development of more features. While we expect our expenses related to technology and development to increase, we believe these investments will contribute to long-term growth and profitability.
Additionally, we plan to continue to expand efforts to market our payment platform and global payment network directly to our clients through comprehensive marketing initiatives. We are focused on the effectiveness of sales and marketing spending and will continue to be strategic in maintaining efficient client acquisition in the next quarters, including adjusting spending levels as needed in response to changes in the economic environment.
We are actively engaged in a comprehensive, company-wide operational and systems transformation program. This initiative encompasses a re-architecting of our data infrastructure, consolidation and upgrade of our enterprise and billing systems, underlying operating models, alongside the strategic alignment of our organizational structure, talent, and internal processes. The primary objectives of this program are to enhance our analytical capabilities, establish a centralized, structured data foundation to support our workforce, and facilitate the ongoing and future integration of artificial intelligence and automation into our workflows and product development. Ultimately, this foundational work is intended to position the Company for continued scalability and long-term growth. As we execute on this transformation, we expect the program to have a broad impact on our enterprise operations, driving long-term efficiencies and evolving our organizational structures and workflows.
Furthermore, we are optimizing internal systems and tools by consolidating our vendor footprint and automating processes. These efforts collectively reinforce our commitment to driving productivity, optimizing investments, and streamlining operations, thereby enhancing our platform's overall capabilities and providing deeper insights for our stakeholders.
Seasonality
Our operating results and operating metrics are subject to seasonality and volatility, which could result in fluctuations in our quarterly revenues and operating results or in perceptions of our business prospects. We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our revenue, which can vary by geographic corridor and vertical. For instance, our revenue has historically been largest in the third quarter driven by our education peak season. Some variability results from seasonal events including the timing of when our education clients’ customers make their tuition payments on our payment platform and the number of business days in a month or quarter. We also experience volatility in certain other metrics, such as transactions processed, total payment volume and payment mix.
31
Economic Conditions and Resulting Consumer Spending Trends
Changes in macro-level consumer spending for education, healthcare and travel trends, including as a result of inflation or fluctuations in foreign exchange rates, could affect the amounts of volumes processed on our platform, thus resulting in fluctuations to our revenue streams.
Impacts Resulting From Government Changes to International Student and H-1B Visa Policies
Revenue from our education clients, which primarily includes clients in the United States, Canada, U.K., Europe, and Asia Pacific/Australia, is affected by several factors, including policies enacted by government organizations around the world that cap the issuance of international student visas. In January 2024, the Canadian government announced what at the time appeared to be a temporary intake cap on international student permit applications to stabilize new growth for a period of two years. This cap – intended to address Canada’s housing shortage, overburdened health systems, and rising costs of living – has reportedly reduced the number of international students coming to Canada by about 40% since implementation. Building on these changes, the Immigration, Refugees, and Citizenship Canada (IRCC) announced in January 2025 that new study permits for international students will be reduced by 10% from the 2024 target of 485,000 to 437,000 in 2025 and 2026. In November 2025, the IRCC announced that it expects to issue up to 408,000 study permits, including 155,000 to newly arriving international students, as outlined in the 2026–2028 Immigration Levels Plan, and 253,000 extensions for current and returning students. This number is 7% lower than the 2025 issuance target of 437,000 and 16% lower than the 2024 issuance target of 485,000. As of January 1, 2026, master’s and doctoral level students enrolled at a public designated learning institution in Canada will not need to submit a provincial or territorial attestation letter with their study permit application. When first instituted by the IRCC, the cap initially excluded students enrolled in master’s and PhD programs, but the IRCC more recently included master’s and doctoral students within the cap. Additionally, in November 2024, Canada ended its Student Direct Stream (SDS) program for expedited international student visa processing, and international students applying to study in Canada no longer need to prepay tuition to apply for a study permit.
Similarly, since late 2023, the Australian government has taken similar actions to tighten international student visa rules, including an increase in the amount of minimum savings that international students would need to have in order to obtain a visa, raising the standards of the English language proficiency requirements for student and graduate visas, a 125% increase in the visa fee for international students, and the imposition of a ban for holders of visitor visas and students holding temporary graduate visas from applying for a student visa while in Australia. In August 2024, the Australian government announced the setting of a national planning level to apply from January 1, 2025 and which is intended to limit the number of new overseas student places available in Australia – including a ceiling of 270,000 international students for calendar year 2025. However, in December 2024, the government announced a change of course, instead implementing a system to introduce two categories of student visa processing: “high priority” and “standard priority”, with all international education providers to receive high priority processing up to 80% of their indicative international student cap. After reaching 80%, the providers will receive standard priority processing. In August 2025, the Australian government announced the setting of a national planning level to apply a ceiling of 295,000 international students for 2026. These new Australian government policies, including university quotas, slower visa processing, higher fees, and stricter financial and language requirements, has had an adverse impact on our business in the six months ended June 30, 2026 and we anticipate will continue to impact our Australian revenues in 2026.
The Australian government reclassified India as a highest-risk (Evidence Level 3) student-visa assessment jurisdiction under its Simplified Student Visa Framework (SSVF), shifting India from Evidence Level 2 to the more stringent Evidence Level 3 category effective January 8, 2026. This reclassification was attributed to what the Department of Home Affairs described as “emerging integrity risks,” including concerns about non-genuine applications and fraudulent documentation within the student visa system. Indian student visa applicants are now required to submit more extensive documentation, including detailed financial evidence, authenticated academic records, proof of English language proficiency, and may be subject to additional background checks or interviews before a visa decision can be finalized. Some expected impacts to Australian universities include:
•Expectation of longer student visa processing times, potentially extending from current medians to four–eight or more weeks, which could disrupt admissions and orientation schedules.
•Increased administrative burden on international offices and recruitment staff to assist Indian applicants with enhanced documentation and compliance requirements.
•Risk of a reduction in Indian student enrollments or delays in arrival, affecting tuition revenue and program planning.
32
•Necessity for universities to adjust intake planning, including staggered start dates or expanded online coursework, to accommodate delayed visa issuance.
•Potential for higher refusal rates requiring additional counseling and risk management for affected applicants.
Flywire could experience reduced transaction volumes and delayed payment flows from its Australian clients’ Indian student corridors due to slower visa processing times, increased application friction, and potential declines in enrollment. These factors could adversely affect our revenue growth in the Asia-Pacific education vertical and increase operational complexity associated with refunds, deferred intakes, and compliance-related payment adjustments. In addition, effective July 1, 2026, the Australian Government increased the non-refundable Student Visa (Subclass 500) application charge by 25%, raising the fee for primary applicants from AUD 2,000 to AUD 2,500. Higher upfront visa costs and potential application friction could temper total inbound international student enrollment growth in Australia, which may impact Flywire’s Australian education vertical.
In the U.K. as well, there have recently been significant modifications to the process and standards for issuance of international student visas which may reduce demand for international study and adversely affect our business. In November 2025, the U.K. budget confirmed that a levy of £925 per student per year of study will commence from August 2028, at the start of the 2028/29 academic year, for higher education institutions in England. All providers will be given an allowance of the first 220 international students per year not paying the levy, which may protect smaller, specialist providers from paying the charge. Of potentially more significance is the reduction of the U.K.’s Graduate Route post-study-work-visa from 24 to 18 months as taking effect for visa applications made after January 1, 2027. The change applies to bachelor’s and master’s degrees, and not to PhDs (which retain a 3-year option). All of these changes in UK visa policies for international students could potentially discourage international students from studying in the U.K. and have an adverse impact on our business.
Other governments where our client institutions are located, including in the U.S., may introduce measures from time to time to manage the growth of the international student population in their respective countries, which may have adverse effects on our business. For example, the U.S. government’s recent announcement to impose a $100,000 filing fee per new H-1B visa could adversely impact demand for international students to attend our client institutions in the U.S. The new H-1B visa fee does not apply to international students already in the U.S. looking to apply for a status change. Currently the status and validity of the $100,000 filing fee is in dispute as the issue is appealed through the U.S. court system. In addition, in 2025 U.S. policy shifts prompted dramatic action to rescind student visas (including deportation of students), plan additional cutbacks to the volume of international student visa issuances and more closely scrutinize applications for international student visas, and to cut government support for higher education, adding to uncertainty around the number of students coming to the U.S. to study in the near future. The U.S. Department of Homeland Security’s final ruling replacing the open-ended "duration of status" for F-1 visa holders with a fixed maximum admission period of four years also creates added administrative burdens and potential visa uncertainty for international students studying in the U.S. and near-term immigration friction could temper growth in overall U.S. inbound international student enrollment, which may adversely impact our revenue and results of operations. Delays in issuances of visas or visa denials – which could be exacerbated by periodic U.S. government shutdowns – may discourage prospective international students from choosing U.S. institutions as places for study. Recent proposals in Congress to tighten visa stay rules and to implement the “OPT Fair Tax Act” could further dampen demand among international students to study in the U.S. The existing rules and any introduction of new rules further limiting the attractiveness of international study by the governments of countries where our client institutions are located has and is expected in the near term to continue to adversely impact the growth of our business in the applicable regions. We expect these and other changes to U.S. immigration policy to continue to dampen demands for international study and adversely impact our revenue growth in the U.S. in 2026.
After a period during which interviews and applications for student visas to study in the U.S. were temporarily suspended, in June 2025 the U.S. Department of State (DOS) resumed scheduling visa interview appointments for international students and exchange visitors while it considered new social media vetting measures. New student and exchange visitor visa policies, including the temporary pause and expanded vetting, could impact the amount of international students successfully enrolling as students in the U.S., which may adversely affect our revenue and results of operations. Some of these expected impacts include:
•Requests for deferred admissions, increased student inquiries/concerns, and delays in expected enrollment;
•Visa appointment cancellations, unavailability or delays in scheduling interviews as well as higher visa rejection rates - especially as to potential students from the countries that send the most students to the United States; and
33
•Students pivoting away from study and research in the United States. According to some studies, the top five countries that international students and scholars have indicated they are turning to instead of the United States are the United Kingdom, Australia, Canada, China, and Germany. These European and Asian study destinations that are gaining in market share of student interest often carry lower tuition and related costs of living relative to the United States, which may result in lower volume of payments processed within our education vertical.
The expanded social media screening process to be applied by the DOS to student visa applicants establishes that, of those students seeking expedited appointments, priority should be given to those attending universities with lower international enrollment (15% or less). This change potentially disadvantages those seeking to study at more internationally diverse institutions and marks a significant departure from previous DOS guidance that prioritized students based on the start of their academic studies. Administrative processing issues, a new requirement that applicants provide DOS access to social media accounts, and the resource-intensive nature of the new screening requirements is expected to create longer wait times and processing delays. All of these factors – and other related uncertainties that will surface as the new standards are implemented – can contribute to a decline in international enrollment in U.S. academic institutions, which could adversely affect our business.
There is still a degree of uncertainty in terms of the impact the changes to international student visa policy and international trade policies will have on our U.S., Canadian and Australian education markets. We continue to see growth in new customers in our U.S., Canada and Australia education markets, providing a lever to offset some of the expected decline in new incoming international student growth resulting from these government changes to international student visa policies and international trade policies. We believe our business continues to remain strong amid these visa-related policy shifts, benefiting from our increasingly global and diversified footprint across verticals, sub-sectors, countries, currencies and clients.
Impact of New H-1B Visa Fee Requirement
See discussion above under Impacts Resulting From Government Changes to International Student and H-1B Visa Policies regarding the U.S. government's announced plans to require employers to pay a $100,000 filing fee per H-1B visa petition to bring new H-1B workers into the U.S. This new requirement materially increases the cost of employing new foreign nationals in the U.S. The new H-1B visa fee does not apply to international students already in the U.S. looking to apply for a status change. The fee is not expected to apply to petitions filed before the effective date or to renewals. Currently the status and validity of the $100,000 filing fee is in dispute as the issue is appealed through the U.S. court system. Flywire currently employs a number of specialized personnel under H-1B visas — primarily software engineers and product managers — whose skills are essential to maintaining and expanding our global payments platform.
The new regulation could potentially increase our annual personnel costs as existing H-1B holders become eligible for renewal and as we recruit new employees in technical and operational roles. While the overall financial impact is not yet determinable, the incremental costs could be significant if the rule remains in effect or expands to other visa categories.
To mitigate these potential cost increases, we are evaluating a combination of strategies, including:
•Reallocating hiring and development activities to lower-cost jurisdictions where we already operate;
•Investing in automation, AI-based solutions and process efficiency to reduce reliance on incremental headcount growth in the U.S.; and
•Enhancing our domestic talent pipeline through university partnerships, internships, and remote-work arrangements to expand access to U.S.-based workers not requiring sponsorship.
We are also engaging through industry associations to monitor legal challenges and regulatory developments related to this rule and to advocate for more balanced immigration policies that support innovation and growth in the U.S. technology and fintech sectors.
Although these mitigation efforts may partially offset the impact, increased visa-related costs or restrictions could reduce our flexibility in hiring and allocating talent, increase our operating expenses, and slow the pace of product innovation - all of which could adversely affect our financial condition and results of operations.
Impacts Resulting From U.S. Government Policy Towards Higher Education
34
In the U.S., the “One Big Beautiful Bill” Act (OBBBA) contains a number of provisions with the potential to significantly change the landscape for financing undergraduate and graduate study and which could adversely affect the demand for higher education in the U.S. The OBBBA limits Pell Grant awards (which provide gift aid to low-income students), eliminates the Grad PLUS program, and sets new limits for graduate and professional students for Direct Unsubsidized Loans. The new bill also caps parent loans to finance undergraduate education, and changes student loan repayment options, among other modifications. More specifically, the structural changes to federal higher education financing under the OBBBA include:
•Elimination of Graduate PLUS Loans: The Grad PLUS loan program was eliminated for new borrowers starting July 1, 2026 (with legacy grandfathering options available for up to three academic years for existing borrowers).
•New Borrowing Caps:
oGraduate & Professional: Annual borrowing for Direct Unsubsidized Loans is capped at $20,500 ($100,000 aggregate) for general graduate programs and $50,000 ($200,000 aggregate) for designated professional programs.
oParent PLUS: Annual borrowing is capped at $20,000 per student, with a $65,000 aggregate limit per dependent.
oLifetime Cap: A cumulative lifetime federal student loan borrowing cap of $257,500 is established (excluding Parent PLUS).
Most of these changes recently went into effect on July 1, 2026, therefore U.S. students entering or returning to college in the fall of 2025 were unaffected, and while management actively monitors institutional adaptation to these regulatory updates, the longer-term impacts of the bill may impact U.S. student enrollment in undergraduate and postgraduate programs and could materially and adversely affect our revenue and results of operations.
In addition, in October 2025 the current administration introduced a proposed policy initiative known as the “Compact for Academic Excellence in Higher Education” (Compact), which would condition certain federal funding and grant eligibility for U.S. universities on compliance with a new set of policy standards. These standards reportedly include tuition caps, modifications to international student enrollment, changes to admissions criteria, and governance-related certifications. While the proposal remains under review and subject to public comment, its adoption - whether in its current or modified form - could materially affect the operating environment for higher-education institutions in the United States.
Many of our U.S. universities and colleges rely on federal funding for research, student aid, and institutional support. If the proposed Compact is implemented, universities may adjust enrollment levels, particularly of international students, or redirect administrative resources to compliance efforts. Such developments could reduce cross-border tuition payment volumes, delay new client implementations, or lead institutions to reevaluate third-party vendor relationships. These effects could, in turn, moderate revenue growth and increase client concentration risk within our education vertical.
At this stage, the potential financial impact of the Compact cannot be quantified, as the proposal has not yet been finalized or enacted. Many major American research universities explicitly rejected the Compact, citing severe threats to academic freedom, institutional autonomy, and First Amendment violations. A small number of ideologically aligned or smaller institutions formally moved to sign and adopt the Compact's conditions. While technically "in effect" for anyone willing to sign it, the true battle centers around federal funding. Major higher education associations (like the American Council on Education and NASFAA) continue to fiercely oppose the framework. Meanwhile, institutions that have refused the Compact have faced aggressive legal and financial pressure from the government, including the freezing of previously approved federal funds to leverage compliance.
Management continues to monitor the policy’s development and is engaging with industry associations and higher-education partners to assess potential outcomes. To mitigate exposure, Flywire is taking several proactive steps, including:
•Diversifying our education client base internationally to reduce reliance on U.S. higher-education volumes;
•Expanding into adjacent services (e.g., housing payments, student refunds, and education-related B2B flows) to offset potential domestic revenue headwinds; and
•Maintaining flexibility in pricing and support structures to accommodate clients undergoing funding or enrollment adjustments.
35
While the proposed compact may not be implemented in its current form and was rejected in its initial form by most of the approached universities, uncertainty surrounding federal higher-education policy in the U.S. may influence the timing of new client contracts and the pace of adoption of our technology platform.
Diversified Mix of Clients
We have a wide range of clients across our education, healthcare, travel and B2B verticals. Volumes and revenue from clients in education, our largest vertical, rely on international enrollments and student school preferences, which can fluctuate over time.
Dynamic Changes to Client Communication and Product Solutions
We initiated a series of refinements to our technology and personalization engine to optimize our clients’ ability to offer payment plans and communicate effectively and digitally with their customers. Similarly, we configured some of our education payment plan solutions for a very streamlined implementation in support of our clients’ requests for affordability solutions for their students that could be deployed with minimal IT involvement. While we continue to invest in our technology and product capabilities, our ability to continue providing streamlined and effective products through our technology platform may impact our ability to retain and win new clients in the future. We believe that our ability to help increase payment affordability has become more critical to our clients as the lack of affordability drives the need for more financial flexibility.
Business Continuity
We have a history of operating losses and while we have experienced significant revenue growth in recent years and achieved profitability on a GAAP basis for the years ended December 31, 2024 and 2025 and the six months ended June 30, 2026, we are not certain whether or when we will obtain a high enough volume of revenue to sustain or increase our growth or achieve or maintain profitability in the future. We also expect our costs and expenses to increase in future periods, which could negatively affect our future operating results if our revenue does not increase. In particular, we intend to continue to strategically invest in headcount and technologies and systems to improve operating efficiencies, to further develop and enhance our solutions, including introducing new functionality, and to expand our marketing programs and sales teams to drive new client adoption, expand strategic partner integrations, and support international and industry expansion. Our operating results are also impacted by the mix of our revenue generated from our different revenue sources, which include transaction revenue and platform and other fee revenue. Changes in our revenue mix from quarter to quarter, including those derived from cross-border or domestic currency transactions, will impact our margins, and we may not be able to grow our gross margin adequately to achieve or sustain profitability. In addition, the mix of payment methods utilized by our clients’ customers may have an impact on our margins given that our costs associated with certain payment methods, such as credit cards, are higher than other payment methods accepted by our solutions, such as bank transfers. In addition, we are expanding our payment processing capabilities to offer a more comprehensive solution to our clients. While this new capability is expected to be a source of future growth, it is characterized by a lower gross margin profile. We are addressing operating losses by making continued improvements designed to create operating efficiencies and a focus on cost discipline, including investing in automation and product development to further enhance our offerings with a focus on scale and productivity across all areas. Beginning in the first quarter of 2025 and continuing into the second quarter of 2025, we implemented our Restructuring Plan designed to improve operational efficiencies, reduce operating costs and better align our workforce with current business needs, top strategic priorities and key growth opportunities. We believe these improvements, our strong product portfolio, client retention and established product market fit along with strong gross margins and cash flows from operations will help us achieve our goal of maintaining positive annual GAAP net income in the future. As of the date of this report, we expect that our clients’ business and our business will continue to be adversely impacted, directly or indirectly, by the ongoing macroeconomic and geopolitical issues. However, the extent of the ongoing impact of these macroeconomic events on our and our clients’ business, our markets and on global economic activity, is uncertain and the related financial impact cannot be reasonably estimated with any certainty at this time.
The conflict between the U.S., Israel, and Iran has prompted a resumption of active workforce planning to implement safety measures for FlyMates in Israel and support the business without interruption.
36
Components of Results of Operations
Revenue
We generate revenue from transactions and platform and other fees as described above under “Our Revenue Model”.
Payment Processing Services Costs
Payment processing services costs consist of costs incurred to process payment transactions which include banking and credit card processing fees, foreign currency translation costs, partner fees, personnel-related expenses for our FlyMates who facilitate these payments and personnel related expenses for our FlyMates who provide implementation services to our clients. We expect that payment processing services costs will increase in absolute dollars but may fluctuate as a percentage of total revenue from period to period, as we continue to invest in scaling our processing operations and grow our revenue base.
Technology and Development
Technology and development includes (i) costs incurred in connection with the development of our solution and the improvement of existing solutions, including the amortization of software and website development costs incurred in developing our solution, which are capitalized, and acquired developed technology, (ii) site operations and other infrastructure costs incurred, (iii) amortization related to capitalized cost to fulfill a contract, (iv) personnel-related expenses, including salaries, stock-based compensation and other expenses, (v) hardware and software engineering, consultant services, and other costs associated with our technology platform and products, (vi) research materials and facilities, and (vii) depreciation and maintenance expense.
We believe delivering new functionality is critical to attract new clients and expand our relationship with existing clients. We expect to continue to make investments to expand our solutions in order to enhance our clients’ experience and satisfaction, and to attract new clients. We expect our technology and development expenses to increase in absolute dollars, but they may fluctuate as a percentage of total revenue from period to period as we expand our technology and development team to develop new solutions and enhancements to existing solutions.
Selling and Marketing
Selling and marketing expenses consist of personnel-related expenses, including stock-based compensation expense, sales commissions, amortization of acquired client relationship intangible assets, marketing program expenses, travel related expenses and costs to market and promote our solutions through advertisements, marketing events, partnership arrangements, and direct client acquisition.
We focus our sales and marketing efforts on generating awareness of our business, platform, and solutions, creating sales leads, and establishing and promoting our brand. We plan to continue investing in sales and marketing efforts by driving our go-to-market strategies, building our brand awareness, and sponsoring additional marketing events; however, we will adjust our sales and marketing spend level as needed, and this may fluctuate from period to period, in response to changes in the economic environment.
General and Administrative
General and administrative expenses consist of personnel-related expenses, including stock-based compensation expense for finance, risk management, legal and compliance, human resources, IT and other administrative functions, costs incurred for external professional services, as well as rent, and facility and insurance costs. We expect to incur additional general and administrative expenses as we continue to invest in our planned growth of our business, including certain costs incurred relating to our digital transformation initiative as described above under “Key Factors Affecting Our Performance”. We also expect to increase the size of our general and administrative functions to support the growth in the business, and to operate as a public company. As a result, we expect that our general and administrative expenses will increase in absolute dollars but may fluctuate as a percentage of total revenue from period to period.
Restructuring
In February 2025, we announced the Restructuring Plan that is designed to improve operational efficiencies, reduce operating costs and better align our workforce with current business needs, top strategic priorities and key growth opportunities. Restructuring expenses included restructuring and restructuring related expenses incurred as part of the
37
Restructuring Plan announced in February 2025, related to employee transition, notice period, severance, employee benefits and facilitation costs.
Interest Expense
On February 23, 2024, we entered into an Amended and Restated Credit Agreement for a five-year senior secured revolving credit syndication loan (2024 Revolving Credit Facility) with four banks for a total commitment of $125.0 million. On August 1, 2025, we entered into an amendment (the 2025 Revolving Credit Facility Amendment) to the 2024 Revolving Credit Facility to increase the total commitments from $125.0 million to $300.0 million and make certain conforming and administrative changes. The 2024 Revolving Credit Facility, as amended by the 2025 Revolving Credit Facility Amendment, is hereinafter referred to as the 2024 Amended Revolving Credit Facility.
Interest expense consists of interest, amortization of debt issuance costs, and unused commitment fees on our 2024 Amended Revolving Credit Facility. As of June 30, 2026 and December 31, 2025, there was no outstanding indebtedness under the 2024 Amended Revolving Credit Facility.
Interest Income
Interest income consists of interest on cash held in interest bearing operating accounts, including money market funds, and investments in available-for-sale debt securities.
(Loss) Gain from Remeasurement of Foreign Currency
(Loss) gain from remeasurement of foreign currency consists of realized and unrealized gains and losses from the remeasurement of foreign currency transactions into its functional currency, partially offset by foreign currency exchange forward contracts to hedge our foreign currency exposure.
Provision for Income Taxes
Provision for income taxes consists primarily of foreign and state income taxes. We have historically generated net operating losses (NOL) carryforwards for U.S. federal and state tax purposes as we expand the scale of our business activities. Changes in the U.S. and foreign tax law may impact our overall provision for income taxes in the future.
We have a valuation allowance on our net U.S. deferred tax assets, including federal and state NOLs. We expect to maintain these valuation allowances until it becomes more likely than not that the benefit of our deferred tax assets is realized through future taxable income generated in these jurisdictions.
Results of Operations
Comparison of results for the three months ended June 30, 2026 and 2025
All dollar amounts in the tables below are rounded and as a result, certain amounts may not recalculate using the rounded amounts provided.
38
The following table sets forth our consolidated results of operations for the periods presented:
Three Months Ended June 30, Change
(dollars in millions) 2026 2025 Amount Percent
Revenue $ 167.7 $ 131.9 $ 35.8 27.2%
Payment processing services costs 74.7 53.9 20.8 38.6%
Technology and development 18.4 17.1 1.3 7.6%
Selling and marketing 38.9 38.4 0.5 1.3%
General and administrative 38.5 30.2 8.3 27.5%
Restructuring — 1.4 (1.4) (100.0)%
Total costs and operating expenses 170.5 141.0 29.5 20.9%
Loss from operations (2.8) (9.1) 6.3 69.2%
Interest expense (0.3) (1.0) 0.7 70.0%
Interest income 0.7 1.1 (0.4) (36.4)%
(Loss) gain from remeasurement of foreign currency (2.9) 3.9 (6.8) (174.4)%
Gain on available-for-sale debt securities — — 0.0 —
Total other income (expense), net (2.5) 4.0 (6.5) (162.5)%
Loss before income taxes (5.3) (5.1) (0.2) (3.9)%
Provision for income taxes 2.8 7.0 (4.2) (59.5)%
Net loss (8.1) (12.0) 3.9 32.5%
Foreign currency translation adjustment 2.9 6.6 (3.7) (56.1)%
Unrealized losses on available-for-sale debt securities, net of taxes (0.0) (0.0) 0.0 —
Comprehensive loss $ (5.3) $ (5.4) $ 0.1 1.9%
Revenue
Revenue was $167.7 million for the three months ended June 30, 2026, compared to $131.9 million for the three months ended June 30, 2025, an increase of $35.8 million or 27.2%. Revenue is comprised of transaction revenue and platform and other revenues as follows:
Three Months Ended June 30, Change
(dollars in millions) 2026 2025 Amount Percent
Transaction revenue $ 135.9 $ 100.6 $ 35.3 35.1%
Platform and other revenues 31.8 31.3 0.5 1.7%
Revenue $ 167.7 $ 131.9 $ 35.8 27.2%
Transaction revenue was $135.9 million for the three months ended June 30, 2026, compared to $100.6 million for the three months ended June 30, 2025, an increase of $35.3 million or 35.1%. The increase in transaction revenue was primarily driven by growth in transaction payment volumes for the three months ended June 30, 2026 from both our existing clients and new clients added during the three months ended June 30, 2026 compared to the prior period. Our transaction payment volume outpaced our revenue growth during the three months ended June 30, 2025, primarily due to the increase in domestic transactions that have a lower average monetization rate. Transaction payment volume increased 43.1% during the three months ended June 30, 2026, to $7.1 billion compared to $5.0 billion during the three months ended June 30, 2025.
Platform and other revenues were $31.8 million for the three months ended June 30, 2026, compared to $31.3 million for the three months ended June 30, 2025, an increase of $0.5 million or 1.7%. The increase in platform and other revenues was driven by an increase in utilization in our healthcare and SFS platform products, offset by our insurance business.
Payment Processing Services Costs
Payment processing services costs were $74.7 million for the three months ended June 30, 2026, compared to $53.9 million for the three months ended June 30, 2025, an increase of $20.8 million or 38.6%. The increase in payment processing services costs was correlated with the increase in transaction payment volume of 43.1% over the same period. The increase was further driven by shifts in our business mix, including the expansion of our payment processing
39
capabilities, which carry higher payment processing costs.
Technology and Development
Technology and development expenses were $18.4 million for the three months ended June 30, 2026, compared to $17.1 million for the three months ended June 30, 2025, an increase of $1.3 million or 7.6%. The increase in technology and development cost was primarily driven by an increase in personnel costs, offset by a decrease in stock-based compensation and software tools.
•Personnel costs were $12.8 million for the three months ended June 30, 2026 compared to $10.8 million for the three months ended June 30, 2025, an increase of $2.0 million or 18.7%. The increase in personnel costs was primarily driven by higher headcount.
•Stock-based compensation expense was $2.5 million for the three months ended June 30, 2026 compared to $3.2 million for the three months ended June 30, 2025, a decrease of $0.6 million or 20.0%. The decrease in stock-based compensation was primarily driven by an initiative to control shareholder dilution by lowering the volume of equity awards granted to FlyMates, partially offset by growth in headcount.
•Software tools were $1.1 million for the three months ended June 30, 2026 compared to $1.3 million for the three months ended June 30, 2025, a decrease of $0.1 million or 8.2%. The decrease in software tools was primarily due to optimization of our technology infrastructure.
Selling and Marketing
Selling and marketing expenses were $38.9 million for the three months ended June 30, 2026, compared to $38.4 million for the three months ended June 30, 2025, an increase of $0.5 million or 1.3%. The increase in selling and marketing expenses was primarily driven by stock-based compensation and personnel costs, offset by a decrease in engineering tools and professional fees.
•Personnel costs were $18.9 million for the three months ended June 30, 2026, compared to $17.6 million for the three months ended June 30, 2025, an increase of $1.3 million or 7.2%. The increase in personnel costs was primarily due to the appointment of a new product head and higher employer payroll taxes incurred on equity award vesting events as a result of an increase in our stock price during the period.
•Stock-based compensation was $5.9 million for the three months ended June 30, 2026, compared to $4.9 million for the three months ended June 30, 2025, an increase of $1.0 million or 21.3%. The increase in stock-based compensation was primarily due to the appointment of a new product head and to the new issuance of equity awards, related to our FlyMates from the acquisition of Sertifi, offset by our initiative to control shareholder dilution by lowering the volume of equity awards granted to FlyMates.
•Engineering tools were $0.6 million for the three months ended June 30, 2026, compared to $1.3 million for the three months ended June 30, 2025, a decrease of $0.7 million or 53.8%. The decrease in engineering tools was primarily driven by the optimization of our technology infrastructure.
•Professional fees were $5.2 million for the three months ended June 30, 2026, compared to $5.8 million for the three months ended June 30, 2025, a decrease of $0.6 million or 10.4%. The decrease in professional fees was primarily driven by a decrease in third-party fees due to contract optimization.
General and Administrative
General and administrative expenses were $38.5 million for the three months ended June 30, 2026, compared to $30.2 million for the three months ended June 30, 2025, an increase of $8.3 million or 27.5%. The increase in general and administrative expenses was primarily driven by an increase in engineering tools, professional fees, net hedging activity gains, and personnel costs.
•Engineering tools were $5.0 million for the three months ended June 30, 2026, compared to $2.7 million for the three months ended June 30, 2025, an increase of $2.3 million or 84.2%. The increase in engineering tools was attributable to higher cloud hosting and infrastructure costs resulting from increased data processing and storage volumes and increased software licensing and subscription fees associated with headcount growth during the period.
•Professional fees expense was $4.6 million for the three months ended June 30, 2026, compared to $2.7 million for the three months ended June 30, 2025, an increase of $2.0 million or 75.0%. The increase in professional fees was primarily driven by an increase in external consultants and legal fees.
40
•Net hedging activity losses were $1.0 million for the three months ended June 30, 2026, compared to a gain of $0.6 million for the three months ended June 30, 2025, a decrease of $1.6 million or 281.3%. The decrease in net hedging activity was primarily driven by foreign currency fluctuations.
•Personnel costs were $13.9 million for the three months ended June 30, 2026, compared to $12.5 million for the three months ended June 30, 2025, an increase of $1.4 million or 11.3%. The increase in personnel costs was primarily driven by higher headcount.
Restructuring
There were no restructuring expenses during the three months ended June 30, 2026, compared to $1.4 million for the three months ended June 30, 2025. Restructuring expenses for the three months ended June 30, 2025, included restructuring and restructuring-related expenses incurred as part of the Restructuring Plan announced in February 2025, related primarily to severance payments, employee benefits, and facilitation costs of $1.2 million and $0.2 million of expense related to the acceleration of stock-based compensation for terminated employees.
Interest Expense
Interest expense was $0.3 million for the three months ended June 30, 2026, compared to $1.0 million for the three months ended June 30, 2025, a decrease of $0.7 million or 70.0%. During the three months ended June 30, 2026, there was no outstanding indebtedness under the 2024 Amended Revolving Credit Facility. During the three months ended June 30, 2025, there was $60.0 million outstanding indebtedness under the 2024 Amended Revolving Credit Facility. Interest expense consists primarily of interest expense, amortization of debt issuance costs and unused commitment fees related to our 2024 Amended Revolving Credit Facility and our former 2024 Revolving Credit Facility.
Interest Income
Interest income was $0.7 million for the three months ended June 30, 2026, compared to $1.1 million for the three months ended June 30, 2025, a decrease of $0.4 million or 36.4%. The decrease in interest income was primarily attributable to the decrease in our investments.
(Loss) Gain from Remeasurement of Foreign Currency
Loss from remeasurement of foreign currency was $2.9 million for the three months ended June 30, 2026, compared to a gain of $3.9 million for three months ended June 30, 2025, a decrease of $6.8 million or 174.4%. The decrease was primarily the result of the remeasurement of foreign currency intercompany loan and related hedging instruments and the impact of fluctuations in exchange rates during respective remeasurement periods.
Gain on available-for-sale debt securities
There was no gain or loss on available-for-sale debt securities for the three months ended June 30, 2026, compared to a gain of less than $0.1 million for the three months ended June 30, 2025.
Provision for Income Taxes
Provision for income taxes was $2.8 million during the three months ended June 30, 2026, compared to $7.0 million during the three months ended June 30, 2025, a decrease of $4.2 million or 59.5%. The provision for income taxes for the three months ended June 30, 2026 and 2025, was primarily attributable to activity in our foreign subsidiaries and U.S. state taxes. Our effective tax rate was (53.2%) for the three months ended June 30, 2026, compared to (138.8%) for three months ended June 30, 2025.
Comparison of results for the six months ended June 30, 2026 and 2025
All dollar amounts in the tables below are rounded and as a result, certain amounts may not recalculate using the rounded amounts provided.
41
The following table sets forth our consolidated results of operations for periods presented:
Six Months Ended June 30, Change
(dollars in millions) 2026 2025 Amount Percent
Revenue $ 355.9 $ 265.3 $ 90.6 34.1%
Payment processing services costs 152.2 104.5 47.7 45.6%
Technology and development 37.8 34.0 3.8 11.2%
Selling and marketing 79.4 74.9 4.5 6.0%
General and administrative 78.4 63.2 15.2 24.1%
Restructuring 0.0 8.7 (8.7) (100.0)%
Total costs and operating expenses 347.8 285.3 62.5 21.9%
Income (loss) from operations 8.0 (20.0) 28.0 140.0%
Interest expense (0.6) (1.8) 1.2 66.7%
Interest income 1.6 4.0 (2.4) (60.0)%
Gain from remeasurement of foreign currency 0.4 7.5 (7.1) (94.7)%
Gain on available-for-sale debt securities 0.0 0.2 (0.2) (100.0)%
Total other income (expense), net 1.4 9.9 (8.5) (85.9)%
Income (loss) before income taxes 9.4 (10.1) 19.5 193.1%
Provision for income taxes 5.0 6.1 (1.1) (18.0)%
Net income (loss) 4.4 (16.2) 20.6 127.2%
Foreign currency translation adjustment 2.0 9.3 (7.3) (78.5)%
Unrealized losses on available-for-sale debt securities, net of taxes (0.0) (0.1) 0.1 100.0%
Comprehensive income (loss) $ 6.3 $ (7.0) $ 13.3 190.0%
Revenue
Revenue was $355.9 million for the six months ended June 30, 2026, compared to $265.3 million for the six months ended June 30, 2025, an increase of $90.6 million or 34.1%. Revenue is comprised of transaction revenue and platform and other revenues as follows:
Six Months Ended June 30, Change
(dollars in millions) 2026 2025 Amount Percent
Transaction revenue $ 291.1 $ 209.1 $ 82.0 39.2%
Platform and other revenues 64.8 56.3 8.5 15.1%
Revenue $ 355.9 $ 265.3 $ 90.6 34.1%
Transaction revenue was $291.1 million for the six months ended June 30, 2026, compared to $209.1 million for the six months ended June 30, 2025, an increase of $82.0 million or 39.2%. The increase in transaction revenue was primarily driven by growth in transaction payment volumes for the six months ended June 30, 2026 from both our existing clients and new clients added during the six months ended June 30, 2026 compared to the prior period. The increase also included the full-period impact of the Sertifi acquisition that occurred in February 2025, including higher payment volumes from SertifiPay. Our transaction payment volume outpaced our revenue growth during the six months ended June 30, 2026, due to payment mix which impacts our monetization rates. Transaction payment volume increased 44.3% during the six months ended June 30, 2026, to $16.5 billion compared to $11.4 billion during the six months ended June 30, 2025.
Platform and other revenues were $64.8 million for the six months ended June 30, 2026, compared to $56.3 million for the six months ended June 30, 2025, an increase of $8.5 million or 15.1%. The increase in platform and other revenues was driven by the Sertifi acquisition and an increase in utilization in our healthcare and SFS platform products, offset by our insurance business.
Payment Processing Services Costs
Payment processing services costs were $152.2 million for the six months ended June 30, 2026, compared to
42
$104.5 million for the six months ended June 30, 2025, an increase of $47.7 million or 45.6%. The increase in payment processing services costs was correlated with the increase in transaction payment volume of 44.3% over the same period. The increase was further driven by shifts in our business mix, including the expansion of our payment processing capabilities, which carry higher payment processing costs.
Technology and Development
Technology and development expenses were $37.8 million for the six months ended June 30, 2026, compared to $34.0 million for the six months ended June 30, 2025, an increase of $3.8 million or 11.2%. The increase in technology and development cost was primarily driven by an increase in personnel costs, offset by a decrease in stock-based compensation.
•Personnel costs were $25.9 million for the six months ended June 30, 2026, compared to $21.6 million for the six months ended June 30, 2025, an increase of $4.3 million or 20.0%. The increase in personnel costs was primarily driven by higher headcount, including the full-period impact of the Sertifi acquisition completed on February 24, 2025, compared to only a partial period for the six months ended June 30, 2025.
•Stock-based compensation expense was $5.7 million for the six months ended June 30, 2026, compared to $6.3 million for the six months ended June 30, 2025, a decrease of $0.6 million or 9.0%. The decrease in stock-based compensation was primarily driven by an initiative to control shareholder dilution by lowering the volume of equity awards granted to FlyMates, partially offset by growth in headcount.
Selling and Marketing
Selling and marketing expenses were $79.4 million for the six months ended June 30, 2026, compared to $74.9 million for the six months ended June 30, 2025, an increase of $4.5 million or 6.0%. The increase in selling and marketing expenses was primarily driven by an increase in depreciation and amortization and stock-based compensation.
•Depreciation and amortization were $9.7 million for the six months ended June 30, 2026, compared to $7.3 million for the six months ended June 30, 2025, an increase of $2.4 million or 32.4%. The increase in depreciation and amortization was primarily due to acquired intangibles relating to the Sertifi acquisition completed in February 2025.
•Stock-based compensation was $10.9 million for the six months ended June 30, 2026, compared to $9.2 million for the six months ended June 30, 2025, an increase of $1.7 million or 18.7%. The increase in stock-based compensation was primarily due to the appointment of a new product head and to the scheduled issuance of second-year equity awards, related to our FlyMates from the acquisition of Sertifi, offset by our initiative to control shareholder dilution by lowering the volume of equity awards granted to FlyMates.
General and Administrative
General and administrative expenses were $78.4 million for the six months ended June 30, 2026, compared to $63.2 million for the six months ended June 30, 2025, an increase of $15.2 million or 24.1%. The increase in general and administrative expenses was primarily driven by increases in personnel costs, engineering tools, professional fees, the change in fair value of contingent consideration, offset by a decrease in acquisition costs.
•Personnel costs were $29.1 million for the six months ended June 30, 2026, compared to $24.2 million for the six months ended June 30, 2025, an increase of $4.9 million or 20.0%. The increase in personnel costs was attributable to an increase in headcount, including the full-period impact of the Sertifi acquisition completed on February 24, 2025.
•Engineering tools were $9.3 million for the six months ended June 30, 2026, compared to $5.3 million for the six months ended June 30, 2025, an increase of $4.0 million or 73.8%. The increase in engineering tools was primarily driven by an higher cloud hosting and infrastructure costs resulting from increased data processing and storage volumes and increased software licensing and subscription fees associated with headcount growth during the period.
•Professional fees expense was $9.5 million for the six months ended June 30, 2026, compared to $6.3 million for the six months ended June 30, 2025, an increase of $3.2 million or 50.6%. The increase in professional fees was primarily driven by an increase in external consultants and legal fees.
•The change in the fair value of contingent consideration was $1.7 million for the six months ended June 30, 2026, compared to a reduction of $0.5 million for the six months ended June 30, 2025, an increase of $2.2 million or 445.6%. The increase in the change in the fair value of contingent consideration was primarily driven by the Sertifi
43
acquisition.
•There were no acquisition costs for the six months ended June 30, 2026, compared to $2.5 million for the six months ended June 30, 2025, a decrease of $2.5 million or 100.0%. The decrease in acquisition costs was attributable to the Sertifi acquisition during the three months ended March 31, 2025.
Restructuring
There were no restructuring expenses during the six months ended June 30, 2026, compared to $8.7 million for the six months ended June 30, 2025. Restructuring expenses for the six months ended June 30, 2025, included restructuring and restructuring-related expenses incurred as part of the Restructuring Plan announced in February 2025, related primarily to severance payments, employee benefits, and facilitation costs of $6.3 million and $2.4 million of expense related to the acceleration of stock-based compensation for terminated employees.
Interest Expense
Interest expense was $0.6 million for the six months ended June 30, 2026, compared to $1.8 million for the six months ended June 30, 2025, a decrease of $1.2 million or 66.7%. During the six months ended June 30, 2026, there was no outstanding indebtedness under the 2024 Amended Revolving Credit Facility. During the six months ended June 30, 2025, we drew down $125.0 million to partially fund the acquisition of Sertifi and repaid $65.0 million from our 2024 Amended Revolving Credit Facility. Interest expense consists primarily of interest expense, amortization of debt issuance costs and unused commitment fees related to our 2024 Amended Revolving Credit Facility and our former 2024 Revolving Credit Facility.
Interest Income
Interest income was $1.6 million for the six months ended June 30, 2026, compared to $4.0 million for the six months ended June 30, 2025, a decrease of $2.4 million or 60.0%. The decrease in interest income was primarily attributable to the decrease in our cash and cash equivalents, short-term investments, and long-term investments as a result of the use of cash for the acquisition of Sertifi on February 24, 2025.
Gain from Remeasurement of Foreign Currency
Gain from remeasurement of foreign currency was $0.4 million for the six months ended June 30, 2026, compared to $7.5 million for the six months ended June 30, 2025, a decrease of $7.1 million or 94.7%. The decrease was primarily the result of the remeasurement of foreign currency intercompany loans and related hedging instruments and the impact of fluctuations in exchange rates during respective remeasurement periods.
Gain on Available-for-Sale Debt Securities
There were no gains or losses from the sale of available-for-sale debt securities for the six months ended June 30, 2026, compared to $0.2 million gain from the sale of available-for-sale debt securities for the six months ended June 30, 2025, a decrease of $0.2 million or 100.0%.
Provision for Income Taxes
Provision for income taxes was $5.0 million during the six months ended June 30, 2026, compared to $6.1 million during the six months ended June 30, 2025, a decrease of $1.1 million or 18.0%. The provision for income taxes for the six months ended June 30, 2026 and 2025, was primarily attributable to activity in our foreign subsidiaries and U.S. state taxes. Our effective tax rate was 53.4% for the six months ended June 30, 2026, compared to (60.5%) for the six months ended June 30, 2025.
Key Operating Metrics and Non-GAAP Financial Measures
To supplement our condensed consolidated financial statements, which are prepared in accordance with generally accepted accounting principles in the United States (GAAP), we use certain non-GAAP financial measures. The following table sets forth our key operating metrics and non-GAAP measures for the periods presented. All dollar amounts are rounded and as a result, certain amounts may not recalculate using the rounded amounts provided.
44
Three Months Ended June 30, Six Months Ended June 30,
(dollars in millions) 2026 2025 2026 2025
Total Payment Volume $ 8,199.9 $ 5,931.5 $ 19,624.8 $ 14,302.5
Revenue $ 167.7 $ 131.9 $ 355.9 $ 265.3
Revenue Less Ancillary Services $ 163.8 $ 127.5 $ 347.8 $ 256.2
Gross Profit $ 89.6 $ 75.1 $ 196.4 $ 155.6
Adjusted Gross Profit $ 92.7 $ 77.9 $ 203.2 $ 160.4
Gross Margin 53.4% 57.0% 55.2% 58.7%
Adjusted Gross Margin 56.6% 61.1% 58.4% 62.6%
Net (Loss) Income $ (8.1) $ (12.0) $ 4.4 $ (16.2)
Adjusted EBITDA $ 24.0 $ 16.6 $ 63.3 $ 38.0
Adjusted EBITDA Margin 14.6% 13.0% 18.2% 14.8%
For the three months ended June 30, 2026, transaction revenue and platform and other revenues represented 81.0% and 19.0% of our revenue, respectively. For the three months ended June 30, 2026, transaction revenue and platform and other revenues represented 82.9% and 17.1% of our total revenue less ancillary services, respectively. For the three months ended June 30, 2026, our total payment volume was approximately $8.2 billion, consisting of $7.1 billion of total payment volume from transactions included in transaction revenue and $1.1 billion of total payment volume from transactions included in platform and other revenues.
For the six months ended June 30, 2026, transaction revenue and platform and other revenues represented 81.8% and 18.2% of our revenue, respectively. For the six months ended June 30, 2026, transaction revenue and platform and other revenues represented 83.7% and 16.3% of our total revenue less ancillary services, respectively. For the six months ended June 30, 2026, our total payment volume was approximately $19.6 billion, consisting of $16.5 billion of total payment volume from transactions included in transaction revenue and $3.2 billion of total payment volume from transactions included in platform and other revenues.
For the three months ended June 30, 2025, transaction revenue and platform and other revenues represented 76.3% and 23.7% of our revenue, respectively. For the three months ended June 30, 2025, transaction revenue and platform and other revenues represented 78.8% and 21.2% of our total revenue less ancillary services, respectively. For the three months ended June 30, 2025, our total payment volume was approximately $5.9 billion, consisting of $5.0 billion of total payment volume from transactions included in transaction revenue and $0.9 billion of total payment volume from transactions included in platform and other revenues.
For the six months ended June 30, 2025, transaction revenue and platform and other revenues represented 78.8% and 21.2% of our revenue, respectively. For the six months ended June 30, 2025, transaction revenue and platform and other revenues represented 81.4% and 18.6% of our total revenue less ancillary services, respectively. For the six months ended June 30, 2025, our total payment volume was approximately $14.3 billion, consisting of $11.4 billion of total payment volume from transactions included in transaction revenue and $2.9 billion of total payment volume from transactions included in platform and other revenues.
Revenue Less Ancillary Services, FX Neutral Revenue Less Ancillary Services, Adjusted Gross Profit, Adjusted Gross Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Non-GAAP Operating Expenses
We use non-GAAP financial measures to supplement financial information presented on a GAAP basis. We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance from period to period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period to period comparisons. There are limitations to the use of the non-GAAP financial measures presented here. Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.
We use supplemental measures of our performance which are derived from our consolidated financial information, but which are not presented in our consolidated financial statements prepared in accordance with GAAP. These non-GAAP financial measures include the following:
•Revenue Less Ancillary Services - represents our consolidated revenue in accordance with GAAP less (i) pass-through cost for printing and mailing services and (ii) marketing fees. We exclude these amounts to arrive at this
45
supplemental non-GAAP financial measure as we view these services as ancillary to the primary services we provide to our clients.
•FX Neutral Revenue Less Ancillary Services - represents Revenue Less Ancillary Services adjusted to show presentation on a FX Neutral basis. The FX Neutral information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates. We analyze FX Neutral Revenue Less Ancillary Services on an FX Neutral basis to provide a comparable framework for assessing how the business performed excluding the effect of foreign currency fluctuations.
•Adjusted Gross Profit and Adjusted Gross Margin - Adjusted Gross Profit represents Revenue Less Ancillary Services, less cost of revenue adjusted to (i) exclude pass-through cost for printing services, (ii) offset marketing fees against costs incurred and (iii) exclude depreciation and amortization, including accelerated amortization on the impairment of customer set-up costs tied to technology integration, if applicable. Adjusted Gross Margin represents Adjusted Gross Profit divided by Revenue Less Ancillary Services. Management believes this presentation supplements the GAAP presentation of Gross Profit and Gross Margin with a useful measure of the gross profit and gross margin of our payment processing-related services, which are the primary services we provide to our clients.
•Adjusted EBITDA - EBITDA represents our consolidated net income (loss) in accordance with GAAP adjusted to exclude (i) interest expense, (ii) interest income, (iii) provision for (benefit from) income taxes, and (iv) depreciation and amortization. Adjusted EBITDA represents EBITDA further adjusted by excluding (i) stock-based compensation expense and related payroll taxes, (ii) the impact from the change in fair value measurement for contingent consideration associated with acquisitions, (iii) gain (loss) from the remeasurement of foreign currency, (iv) indirect taxes related to intercompany activity, (v) acquisition related transaction costs, (vi) employee retention costs, such as incentive compensation associated with acquisition activities, (vii) restructuring, and (viii) gain (loss) from investments. Management believes that the exclusion of these amounts to calculate Adjusted EBITDA provides useful measures for period-to-period comparisons of our business.
•Adjusted EBITDA Margin - represents Adjusted EBITDA divided by Revenue Less Ancillary Services. Management believes this presentation supplements the GAAP presentation of gross margin with a useful measure of the gross margin of our payment processing-related services, which are the primary services we provide to our clients.
•Non-GAAP Operating Expenses - represents GAAP Operating Expenses adjusted by excluding (i) stock-based compensation expense and related payroll taxes, (ii) depreciation and amortization, (iii) acquisition related transaction costs, if applicable, (iv) employee retention costs, such as incentive compensation associated with acquisition activities, (v) the impact from the change in fair value measurement for contingent consideration associated with acquisitions and (vi) restructuring costs.
These non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for revenue, gross profit, gross margin, operating expenses, or net income (loss) prepared in accordance with GAAP and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measure are presented below. We encourage you to review these reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future fiscal periods, we may exclude such items and may incur income and expenses similar to these excluded items.
Reconciliations of Non-GAAP Financial Measures
The tables below provide reconciliations of Revenue Less Ancillary Services, Adjusted Gross Profit, Adjusted Gross Margin, FX Neutral Revenue Less Ancillary Services, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, and Non-GAAP Operating Expenses to the most comparable GAAP figure on a consolidated basis for the periods presented. All dollar amounts are rounded and as a result, certain amounts may not recalculate using the rounded amounts provided.
46
Revenue Less Ancillary Services, Adjusted Gross Profit and Adjusted Gross Margin:
Three Months Ended June 30, Six Months Ended June 30,
(dollars in millions) 2026 2025 2026 2025
Revenue $ 167.7 $ 131.9 $ 355.9 $ 265.3
Adjusted to exclude gross up for:
Pass-through cost for printing and mailing (3.9) (4.2) (7.9) (8.7)
Marketing fees — (0.1) (0.1) (0.5)
Revenue Less Ancillary Services $ 163.8 $ 127.5 $ 347.8 $ 256.2
Payment processing services costs 74.7 53.9 152.2 104.5
Hosting and amortization costs within technology and development expenses 3.4 2.9 7.3 5.3
Cost of Revenue $ 78.2 $ 56.7 $ 159.5 $ 109.8
Adjusted to:
Exclude printing and mailing costs (3.9) (4.2) (7.9) (8.7)
Offset marketing fees against related costs — (0.1) (0.1) (0.5)
Exclude depreciation and amortization (3.1) (2.7) (6.9) (4.8)
Adjusted Cost of Revenue $ 71.1 $ 49.7 $ 144.6 $ 95.8
Gross Profit $ 89.6 $ 75.1 $ 196.4 $ 155.6
Gross Margin 53.4% 57.0% 55.2% 58.7%
Adjusted Gross Profit $ 92.7 $ 77.9 $ 203.2 $ 160.4
Adjusted Gross Margin 56.6% 61.1% 58.4% 62.6%
Revenue Less Ancillary Services Disaggregated by Revenue Type:
Three Months Ended June 30, 2026 Three Months Ended June 30, 2025
(dollars in millions) Transaction Platform and other revenues Revenue Transaction Platform and other revenues Revenue
Revenue $ 135.9 $ 31.8 $ 167.7 $ 100.6 $ 31.3 $ 131.9
Adjusted to exclude gross up for:
Pass-through cost for printing and mailing — (3.9) (3.9) — (4.2) (4.2)
Marketing fees — — — (0.1) — (0.1)
Revenue Less Ancillary Services $ 135.9 $ 28.0 $ 163.8 $ 100.5 $ 27.1 $ 127.5
Percentage of Revenue 81.0% 19.0% 100.0% 76.3% 23.7% 100.0%
Percentage of Revenue Less Ancillary Services 82.9% 17.1% 100.0% 78.8% 21.2% 100.0%
Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
(dollars in millions) Transaction Platform and other revenues Revenue Transaction Platform and other revenues Revenue
Revenue $ 291.1 $ 64.8 $ 355.9 $ 209.1 $ 56.3 $ 265.3
Adjusted to exclude gross up for:
Pass-through cost for printing and mailing — (7.9) (7.9) — (8.7) (8.7)
Marketing fees (0.1) — (0.1) (0.5) — (0.5)
Revenue Less Ancillary Services $ 291.0 $ 56.8 $ 347.8 $ 208.6 $ 47.6 $ 256.2
Percentage of Revenue 81.8% 18.2% 100.0% 78.8% 21.2% 100.0%
Percentage of Revenue Less Ancillary Services 83.7% 16.3% 100.0% 81.4% 18.6% 100.0%
47
FX Neutral Revenue Less Ancillary Services:
Three Months Ended June 30, Growth Six Months Ended June 30, Growth
(dollars in millions) 2026 2025 Rate 2026 2025 Rate
Revenue $ 167.7 $ 131.9 27.2% $ 355.9 $ 265.3 34.1%
Ancillary services (3.9) (4.3) (8.1) (9.2)
Revenue Less Ancillary Services 163.8 127.5 28.5% 347.8 256.2 35.7%
Effects of foreign currency rate fluctuations (2.0) — (9.4) —
FX Neutral Revenue Less Ancillary Services $ 161.8 $ 127.5 26.9% $ 338.4 $ 256.2 32.1%
EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin:
Three Months Ended June 30, Six Months Ended June 30,
(dollars in millions) 2026 2025 2026 2025
Net (loss) income $ (8.1) $ (12.0) $ 4.4 $ (16.2)
Interest expense 0.3 1.0 0.6 1.8
Interest income (0.7) (1.1) (1.6) (4.0)
Provision for income taxes 2.8 7.0 5.0 6.1
Depreciation and amortization expense 7.9 7.2 16.5 13.0
EBITDA 2.2 2.1 24.9 0.7
Stock-based compensation expense and related taxes 17.8 17.3 35.5 33.3
Change in fair value of contingent consideration 0.5 (0.7) 1.7 (0.5)
Loss (gain) from remeasurement of foreign currency 2.9 (3.9) (0.4) (7.5)
Gain on available-for-sale debt securities — — — (0.2)
Indirect taxes related to intercompany activity 0.6 0.4 1.5 1.0
Acquisition-related transaction costs (a) — 0.1 — 2.5
Restructuring — 1.4 — 8.7
Adjusted EBITDA $ 24.0 $ 16.6 $ 63.3 $ 38.0
Adjusted EBITDA margin 14.6% 13.0% $ 18.2% $ 14.8%
(a) Acquisition-related transaction costs consisted of legal and advisory fees incurred in connection with the Sertifi acquisition.
Net Margin, EBITDA Margin, Adjusted EBITDA Margin and Adjusted EBITDA Margin:
Three Months Ended June 30, Six Months Ended June 30,
(dollars in millions) 2026 2025 2026 2025
Revenue (A) $ 167.7 $ 131.9 $ 355.9 $ 265.3
Revenue less ancillary services (B) $ 163.8 $ 127.5 $ 347.8 $ 256.2
Net (loss) income (C) $ (8.1) $ (12.0) $ 4.4 $ (16.2)
EBITDA (D) $ 2.2 $ 2.1 $ 24.9 $ 0.7
Adjusted EBITDA (E) $ 24.0 $ 16.6 $ 63.3 $ 38.0
Net margin (C/A) -4.9% -9.1% 1.2% -6.1%
Net margin using RLAS (C/B) -5.0% -9.4% 1.3% -6.3%
EBITDA Margin (D/B) 1.4% 1.6% 7.2% 0.3%
Adjusted EBITDA Margin (E/B) 14.6% 13.0% 18.2% 14.8%
48
Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses:
Three Months Ended June 30, Six Months Ended June 30,
(dollars in millions) 2026 2025 2026 2025
GAAP Technology and development $ 18.4 $ 17.1 $ 37.8 $ 34.0
(-) Stock-based compensation expense and related taxes (2.5) (3.2) (5.8) (6.4)
(-) Depreciation and amortization (1.6) (1.6) (3.4) (3.3)
Non-GAAP Technology and development $ 14.2 $ 12.3 $ 28.6 $ 24.3
GAAP Selling and marketing $ 38.9 $ 38.4 $ 79.4 $ 74.9
(-) Stock-based compensation expense and related taxes (6.0) (4.9) (11.1) (9.2)
(-) Depreciation and amortization (4.5) (4.3) (9.8) (7.3)
Non-GAAP Selling and marketing $ 28.5 $ 29.2 $ 58.6 $ 58.4
GAAP General and administrative $ 38.5 $ 30.2 $ 78.4 $ 63.2
(-) Stock-based compensation expense and related taxes (9.2) (9.3) (18.6) (17.7)
(-) Depreciation and amortization (1.0) (0.8) (2.0) (1.6)
(-) Change in fair value of contingent consideration (0.5) 0.7 (1.7) 0.5
(-) Acquisition related transaction costs — (0.1) — (2.5)
Non-GAAP General and administrative $ 27.7 $ 20.7 $ 56.0 $ 41.9
Liquidity and Capital Resources
As of June 30, 2026, our principal source of liquidity is cash and cash equivalents of $282.4 million, short-term available-for-sale debt securities of $11.8 million, and the available balance under our 2024 Amended Revolving Credit Facility of $300.0 million. Cash equivalents is comprised primarily of money market funds. Our short-term available-for-sale debt securities are comprised of corporate bonds, U.S. Government obligations, and asset backed securities.
On August 6, 2024, we announced the Repurchase Program. On July 30, 2025, our board of directors approved an increase in the aggregate amount of voting and non-voting common stock outstanding that may be repurchased under the Repurchase Program by an additional $150.0 million, bringing the total authorized amount under the Repurchase Program to $300.0 million. For additional information on our Repurchase Program, see Note 13 - Stockholders’ Equity in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. During the six months ended June 30, 2026, the Company repurchased 4,047,247 shares of its common stock for an aggregate amount, including commissions and accrued excise tax, of $59.5 million under the Repurchase Program. With the exception of the Non-Voting Common Stock Repurchase discussed below, the repurchased shares are held as treasury stock. Since the inception of the share repurchase program, we have deployed $177.3 million in total share repurchases. As of June 30, 2026, approximately $122.7 million of the authorized $300 million amount under the Repurchase Program remained available for future repurchases.
On May 13, 2026, we entered into a privately negotiated securities repurchase agreement with a pre-IPO stockholder to repurchase all of the 1,873,320 shares of our outstanding non-voting common stock from the stockholder (the Non-Voting Common Stock Repurchase). The transaction had an aggregate purchase price of approximately $29.0 million, representing approximately $15.50 per share. The Company funded the transaction entirely with cash on its balance sheet under the Repurchase Program. Following the completion of the repurchase, the shares of non-voting common stock were retired and no shares of non-voting common stock were outstanding.
On February 23, 2024, we entered into our 2024 Revolving Credit Facility for a total commitment of $125.0 million, which replaced the 2021 Revolving Credit Facility of $50.0 million that was in effect as of December 31, 2023. On August 1, 2025, we entered into an amendment to the 2024 Revolving Credit Facility (2025 Revolving Credit Facility Amendment) with five banks to increase the total commitments from $125.0 million to $300.0 million and make certain conforming and administrative changes. The 2024 Revolving Credit Facility, as amended by the 2025 Revolving Credit Facility Amendment, is hereinafter referred to as, the 2024 Amended Revolving Credit Facility. Four of the lenders under the 2025 Revolving Credit Facility Amendment were existing lenders under the 2024 Revolving Credit Facility.
During the six months ended June 30, 2025, we drew down $125.0 million under the 2024 Amended Revolving Credit Facility in connection with the acquisition of Sertifi. During the six months ended June 30, 2025, we repaid $65.0
49
million against the 2024 Amended Revolving Credit Facility. There was no outstanding balance of the 2024 Amended Revolving Credit Facility at June 30, 2026 and December 31, 2025.
We believe that our existing cash will be sufficient to support our expected working capital needs and material cash requirements for at least the next 12 months from the issuance of these condensed consolidated financial statements. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from clients, the expansion of sales and marketing activities, the timing and extent of spending to support development efforts, the price at which we are able to purchase public cloud capacity, expenses associated with our international expansion, the introduction of platform enhancements, and the continuing market adoption of our platform. In the future, we may enter into arrangements to acquire or invest in complementary businesses, products, and technologies. In addition, we have, and may in the future, repurchase shares of our voting and non-voting common stock from time to time under our Repurchase Program. We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition.
Cash Flows
The following table sets forth a summary of our cash flow information for the periods presented. All dollar amounts in the table below are rounded and as a result, certain amounts may not recalculate using the rounded amounts provided.
Six Months Ended June 30,
2026 2025
Net cash provided by (used in):
Operating activities $ 5.3 $ (60.9)
Investing activities 5.8 (196.4)
Financing activities (61.2) 3.6
Effect of exchange rates changes on cash and cash equivalents 2.2 8.1
Net change in cash and cash equivalents $ (47.9) $ (245.6)
Operating Activities
Net cash provided by (used in) operating activities consists of net income (loss) adjusted for certain non-cash items and changes in operating assets and liabilities.
Net cash provided by operating activities was $5.3 million for the six months ended June 30, 2026, compared to net cash used in operating activities of $60.9 million for the six months ended June 30, 2025, representing a $66.1 million increase in net cash provided by operating activities. This variance was primarily attributable to a $37.7 million favorable change in our operating assets and liabilities, net of acquisitions, and a $28.4 million increase in net income adjusted for non-cash expenses.
For the six months ended June 30, 2026, net cash used for changes in operating assets and liabilities was $46.1 million, compared to $83.8 million for the six months ended June 30, 2025, resulting in a $37.7 million favorable change. This variance was primarily driven by an increase in the change in funds receivable from payment partners of $47.2 million, as a result of the timing of collections from our partners in the applicable period. This increase was partially offset by an increase in the change of funds payable to clients of $10.8 million, as a result of the timing of payments to our clients in the applicable period. The timing of collections from our partners will vary from period to period based on when our clients’ customer payment for a particular transaction is made, as well as the customer’s payment method which impacts the timing of settlement of the payment. The timing of payments to our clients will vary from period to period based on when our client's customer payment for a particular transaction is made and when we are contractually required to remit such payment to our client.
This net increase in cash provided by operating activities was further impacted by our operating cash flows from our net income (after adjustments for an increase in non-cash expenses of $7.9 million) which increased by $28.4 million for the six months ended June 30, 2026, compared to the prior period. This variance was primarily impacted by the increase in income from operations reflecting the growth in transaction payment volumes, from both our existing clients and new clients, net of the increase in payment processing costs.
50
Investing Activities
Net cash provided by investing activities was $5.8 million for the six months ended June 30, 2026, compared to net cash used in investing activities of $196.4 million during the six months ended June 30, 2025. This $202.2 million change in cash flow from investing activities was primarily attributable to a $319.8 million decrease in cash paid for the acquisition of Sertifi during 2025, partially offset by a $129.6 million reduction in proceeds from the maturity and sale of investments that was used to facilitate our acquisition of Sertifi during the six months ended June 30, 2025.
Financing Activities
Net cash used in financing activities was $61.2 million for the six months ended June 30, 2026, compared to net cash provided by financing activities of $3.6 million during the six months ended June 30, 2025. This $64.8 million change was primarily due to a $125.0 million decrease in proceeds from the borrowings under our 2024 Amended Revolving Credit Facility. This decrease in cash inflow was partially offset by a $65.0 million reduction in repayments on our 2024 Amended Revolving Credit Facility.
As of June 30, 2026 and December 31, 2025, there was no outstanding indebtedness under the 2024 Amended Revolving Credit Facility.
Critical Accounting Policies
Our condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with GAAP. The preparation of our condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported revenue generated, and reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
There have been no material changes to our critical accounting policies as compared to the critical accounting policies and estimates described in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our Annual Report on Form 10-K for the year ended December 31, 2025.
Recent Accounting Pronouncements
We have reviewed all recently issued standards and have determined that, other than as disclosed in Note 1 - Business Overview and Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q, such standards are not expected to have a material impact on our consolidated financial statements or do not otherwise apply to our operations.