Current Report · Items 5.02, 7.01, 9.01 · 8-K
Flywire Corporation
FLYWNASDAQEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) On September 22, 2026, based upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Flywire Corporation (“Flywire”), the Board appointed Sabrina Farmer (“Ms.…
Filed Sep 23, 2026Accepted Sep 23, 2026, 4:04 PM EDTCIK 1580560Accession 0001628280-26-063211
Company context
Flywire is a global payments enablement and software company. We combine our proprietary global payments network, next-gen payments platform and vertical-specific software to deliver the most important and complex payments for our clients and their customers. Flywire leverages its vertical-specific software and payments technology to deeply embed within the existing A/R workflows for its clients across the education, healthcare and travel vertical markets, as well as in key B2B industries. Flywire also integrates with leading ERP systems, such as NetSuite, so organizations can optimize the payment experience for their customers while eliminating operational challenges.
Current securities
Disclosure sections
Items 5.02, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On September 22, 2026, based upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Flywire Corporation (“Flywire”), the Board appointed Sabrina Farmer (“Ms. Farmer”) to the Board as a Class II director, with her initial term expiring at Flywire’s 2029 annual meeting of stockholders. In connection with Ms. Farmer’s appointment, and pursuant to Flywire’s bylaws and certificate of incorporation, the Board has increased the number of directors from nine to ten. In addition, the Board appointed Ms. Farmer to serve as a member of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”). The Board has determined that Ms. Farmer is an independent director and eligible to serve on the Nominating and Corporate Governance Committee in accordance with applicable rules of the Nasdaq Stock Market.
As provided for in Flywire’s non-employee director compensation plan (the “Compensation Policy”), Ms. Farmer will receive an annual cash retainer of $35,000 per year for her service on the Board and an additional annual retainer of $4,000 for her service on the Nominating and Corporate Governance Committee as more fully described in Flywire’s Proxy Statement for its 2026 annual meeting of stockholders filed with the SEC on April 23, 2026 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Proxy Statement”). Pursuant to the Compensation Policy, upon the effectiveness of her appointment, Ms. Farmer was automatically granted a restricted stock unit award (the “Initial RSU”) with a fair market value of $350,000. The Initial RSU will vest in three equal annual installments on each anniversary of the date of grant provided that Ms. Farmer is providing service as a member of the Board through such vesting date. Under the Compensation Policy, on the date of each Flywire annual meeting of stockholders, Ms. Farmer will also be entitled to receive an annual restricted stock unit award with a fair market value of $175,000 (the “Annual RSU”). The Annual RSU will vest on the earlier of the one-year anniversary from the date of grant or Flywire’s next annual meeting of stockholders provided that Ms. Farmer is providing service as a member of the Board through such vesting date. In addition, each of the Initial RSU and Annual RSU will accelerate and fully vest upon a change in control or Ms. Farmer’s earlier death or disability. The Compensation Policy is described in further detail in the Proxy Statement.
Ms. Farmer and Flywire also entered an indemnification agreement requiring Flywire to indemnify Ms. Farmer to the fullest extent permitted under Delaware law with respect to her service as a director. Flywire’s form of indemnification agreement was filed with the SEC on May 18, 2021 as Exhibit 10.1 to Flywire’s Amended Registration Statement on Form S-1 and is incorporated herein by reference.
There are no family relationships between Ms. Farmer and any of Flywire’s directors or executive officers and Ms. Farmer does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On September 23, 2026, Flywire issued a press release in connection with Ms. Farmer’s appointment to the Board as reported under Item 5.02 above. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
This information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Filed exhibits (1)
EX-99.1 (by filename) ex991-pressrelease92326.htmExhibit 99.1
Flywire Appoints Sabrina Farmer to its Board of Directors
Former GitLab Chief Technology Officer and Google VP of Engineering brings more than 25 years of technology leadership, infrastructure expertise, and a proven track record of scaling enterprise systems to Flywire's Board of Directors
Boston, MA - Sept 23, 2026 - Flywire Corporation (Flywire) (Nasdaq: FLYW), a global payments enablement and software company, today announced the appointment of Sabrina Farmer to its Board of Directors. In connection with her appointment, Ms. Farmer will also join the Nominating and Corporate Governance Committee of the Board of Directors.
Ms. Farmer joins the Flywire Board with extensive experience building ultra-scalable and highly reliable software systems, driving digital transformation, and leading global teams to deliver innovation in consumer and enterprise technology. She currently serves as Corporate Vice President of the Commerce Platform at Microsoft, where she is responsible for delivering the scalable core commerce, billing, and payment platforms that enable go-to-market (GTM) strategies for Azure, Office 365, Copilot, and consumer channels. Prior to Microsoft, she …
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