Expensify, Inc. SEC Filings

Expensify, Inc. is conducting a tender offer to repurchase up to $25,000,000 of its Class A common stock at a per-share price range of $0.98 to $1.20, pursuant to an Offer to Purchase dated May 13, 2026.

The offer is made under the terms and conditions set forth in the Offer to Purchase and the accompanying Letter of Transmittal, with additional exhibits and related materials filed with this Schedule TO. The Company states the purchase is for cash and is not subject to a financing condition.

Expensify, Inc. has launched a modified “Dutch auction” tender offer to repurchase up to $25,000,000 of its Class A common stock. Stockholders may tender shares at prices between $0.98 and $1.20 per share, with all accepted shares purchased at a single clearing price.

If fully subscribed, Expensify will buy between 25,510,204 and 20,833,333 shares, representing approximately 30% to 25% of its outstanding Class A common stock as of May 4, 2026. The offer is not subject to any minimum tender or financing condition and is scheduled to expire at 12:00 midnight, New York City time, at the end of the day on June 10, 2026, unless extended or terminated. The company’s directors and executive officers will not tender their shares.

Expensify, Inc. Chief Executive Officer David Michael Barrett reported an open-market sale of Class A Common Stock under a pre-arranged Rule 10b5-1 trading plan adopted on March 31, 2025. On May 1, 2026, an entity associated with him, Barrett Trust LLC, sold 30,000 shares at a weighted average price of $1.08 per share, with individual sale prices ranging from $1.01 to $1.12. Following this sale, Barrett Trust LLC held 1,258,480 shares indirectly, while Barrett also held 212,567 shares directly.

Liu Ying reported acquisition or exercise transactions in this Form 4 filing.

Expensify, Inc. director Ying Liu reported receiving an equity award in the form of 5,376 shares of Class A common stock. The award was structured as restricted stock units under the Non-Employee Director Compensation Program and vested immediately on the grant date. After this grant, Ying Liu directly holds 179,469 shares of Class A common stock.

Expensify, Inc. reported a small loss on lower revenue for Q1 2026. Revenue, net was $33.97 million, down from $36.07 million a year earlier, as billable activity softened and cashback rewards on the Expensify Card increased. Net loss narrowed to $2.34 million, or $0.02 per share, compared with $3.17 million, or $0.03 per share.

Gross margin declined to 48% from 51%, while adjusted EBITDA was $6.22 million, an 18% margin, versus $8.45 million and a 23% margin in the prior year period. Free cash flow was $2.46 million, down from $9.10 million.

Expensify ended March 31, 2026 with $66.53 million in cash and cash equivalents and no debt. The company deposited $9.5 million into escrow for a proposed settlement of a securities class action, funded by $2.6 million from the company and $6.9 million from insurance. Expensify also disclosed it received a Nasdaq notice that its share price has traded below the $1.00 minimum bid requirement, giving it until October 14, 2026 to regain compliance.

Expensify, Inc. reported mixed Q1 2026 results, combining revenue pressure with improved profitability metrics and positive cash flow. Revenue, net was $34.0 million, down 6% from a year ago, while interchange revenue from the Expensify Card grew to $5.5 million, up 10%.

The company posted a net loss of $2.3 million compared with $3.2 million last year, and non-GAAP net income of $3.6 million. Adjusted EBITDA was $6.2 million, with an 18% margin. Free cash flow reached $2.5 million, including a $2.6 million one-time payment to settle a shareholder class action lawsuit.

Paid members were 632,000, a 4% decline year over year, but management highlighted growth initiatives, including new distribution partnerships, expanded card integrations with over 10,000 banks, and more than 30 product improvements. Expensify guides full-year 2026 free cash flow of $6.0 million to $9.0 million.

Expensify, Inc. director Carlos Eduardo Alvarez Divo reported an open-market sale of 30,728 shares of Class A Common Stock on April 28, 2026 at a weighted average price of $1.01 per share. The shares were sold in multiple trades between $1.00 and $1.04. The transactions were executed under a pre-arranged Rule 10b5-1 trading plan adopted on December 31, 2025. Following this activity, he directly holds 254,780 shares.

Morgan Stanley Smith Barney LLC submitted a Form 144 notice reporting an insider intends to sell 30,728 shares of Common Stock under Rule 144. The securities are Restricted Stock Units dated 09/19/2022. The filing lists a recent sale of 8,697 shares on 03/17/2026.

Expensify, Inc. received a Nasdaq notice that its Class A common stock failed to meet the minimum bid price requirement of $1.00 per share for 30 consecutive business days. The stock remains listed on the Nasdaq Global Select Market under “EXFY” while the company works toward regaining compliance.

Expensify has 180 calendar days, until October 14, 2026, for its closing bid price to reach at least $1.00 for ten consecutive business days. If needed, it may seek a transfer to the Nasdaq Capital Market and an additional 180-day compliance period.

At the annual meeting on May 22, 2026, stockholders will vote on amendments enabling a potential reverse stock split of all common stock at one of three ratios: 1‑for‑15, 1‑for‑20, or 1‑for‑25. Even if approved and implemented, there is no assurance the company will regain or maintain Nasdaq compliance.