Expensify (EXFY) updates disclosure for $25.0M buyback tender offer

Rhea-AI Filing Summary

Expensify, Inc. filed Amendment No. 1 to its Schedule TO to amend its previously announced tender offer to repurchase up to $25,000,000 of Class A common stock at a price per share of not less than $0.98 and not more than $1.20. The amendment updates the Offer to Purchase’s incorporation by reference to list Current Reports on Form 8-K filed on April 21, 2026, May 27, 2026 and May 29, 2026.

Insights

Corporate Finance Expert

Amendment clarifies disclosure references for an ongoing $25.0M tender offer.

The amendment revises Item 11 "Incorporation by Reference" to include three Form 8-K filings dated April 21, 2026, May 27, 2026 and May 29, 2026. This is a disclosure update tied to an existing tender offer to repurchase up to $25,000,000 of Class A common stock at $0.98–$1.20 per share.

The change is procedural: it aligns the Offer to Purchase with recent Form 8-Ks. Cash‑flow treatment and timing mechanics of purchases remain as previously disclosed in the Offer to Purchase and Letter of Transmittal; subsequent filings will state any material changes to those mechanics.

Key Figures

Tender offer size: $25,000,000 Price range: $0.98–$1.20 per share Form 8-K dates: April 21, 2026; May 27, 2026; May 29, 2026 +1 more

4 metrics

Tender offer size $25,000,000 Repurchase program stated in Schedule TO

Price range $0.98–$1.20 per share Offer to Purchase price per share

Form 8-K dates April 21, 2026; May 27, 2026; May 29, 2026 Added to "Incorporation by Reference" in Item 11

CUSIP 30219Q106 Underlying Common Stock identifier

Key Terms

Schedule TO, Offer to Purchase, Letter of Transmittal, Incorporation by Reference

4 terms

Schedule TO regulatory

"Amendment No. 1 to the Tender Offer Statement on Schedule filed May 13, 2026"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

Offer to Purchase financial

"The Company’s offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Letter of Transmittal financial

"and in the accompanying Letter of Transmittal (as amended or supplemented)"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

Incorporation by Reference regulatory

"The third bullet under the heading “Incorporation by Reference” on pages 30-31"

Incorporation by reference is a legal shortcut used in regulatory filings where one document makes another document part of itself by pointing to it instead of repeating its content—like telling readers “see chapter 3 of another book” and treating that chapter as if printed in the current file. Investors care because information included this way is legally binding for disclosure and can change the view of a company’s risks, obligations and value, so the referenced material must be reviewed to understand the full picture.

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SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

Amendment No. 1

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Expensify, Inc.

(Name of Subject Company (Issuer))

Expensify, Inc.

(Names of filing Persons (Offeror and Issuer))

Class A Common Stock, Par Value $0.0001 per share

(Title of Class of Securities)

30219Q106

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

Ryan Schaffer

Chief Financial Officer

Expensify, Inc.

88 Kearny St., Ste 1600

San Francisco, California 94108

Tel: (971) 365-3939

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copies to:

Tad J. Freese, Esq. Alexa M. Berlin, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600 Joshua A. Kaufman, Esq. DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ Third-party tender offer subject to Rule 14d-1.

☒ Issuer tender offer subject to Rule 13e-4.

☐ Going-private transaction subject to Rule 13e-3.

☐ Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer) 

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No 1. (this “Amendment”) amends and supplements the  Tender Offer Statement on Schedule TO

filed with the Securities and Exchange Commission by Expensify, Inc., a Delaware corporation (the “Company”) on

May 13, 2026 (the “Schedule TO”), relating to the offer by the Company to purchase for cash up to $25,000,000 of

its Class A common stock, $0.0001 par value per share (the “shares”), at a price per share of not less than $0.98 and

not more than $1.20, without interest and subject to any applicable withholding taxes. The Company’s offer is made

upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 13, 2026 (as amended or

supplemented from time to time, the “Offer to Purchase”), a copy of which is filed as Exhibit (a)(1)(i) to the

Schedule TO, and in the accompanying Letter of Transmittal (as amended or supplemented from time to time, the

“Letter of Transmittal”), a copy of which is filed as Exhibit (a)(1)(ii) to the Schedule TO.

The purpose of this Amendment is to amend and supplement the Schedule TO and the Offer to Purchase. Only those

items that are amended are reported in this Amendment. Except as specifically provided herein, the information

contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged. This

Amendment should be read together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

Item 11.                           Additional Information.

The information set forth in Item 11 is hereby amended and supplemented by the following:

The third bullet under the heading “Incorporation by Reference” on pages 30-31 of the Offer to Purchase is hereby

deleted in its entirety and replaced with the following: “Our Current Reports on Form 8-K, filed with the SEC on

April,21, 2026, May 27, 2026 and May 29, 2026; and”.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement

is true, complete and correct.

Dated: May 29, 2026

EXPENSIFY, INC.
By:		/s/ Ryan Schaffer
Name:		Ryan Schaffer
Title:		Chief Financial Officer

FAQ

What does Expensify's amendment to the Schedule TO do?

It updates the Offer to Purchase’s "Incorporation by Reference" to add three Form 8-Ks. The amendment lists Form 8-Ks filed on April 21, 2026, May 27, 2026 and May 29, 2026, aligning disclosure references with recent filings.

How large is the tender offer announced by Expensify (EXFY)?

The Company is offering to repurchase up to $25,000,000 of its Class A common stock. The offer sets a per-share purchase price range of $0.98 to $1.20, as stated in the Offer to Purchase.

Does Amendment No. 1 change the tender offer price or amount?

No. The amendment does not change the stated repurchase amount or price range. It amends Item 11 to update incorporation-by-reference language; the offer amount ($25,000,000) and price range ($0.98–$1.20) remain as previously disclosed.

Where can I find the documents added by the amendment?

The amendment adds Current Reports on Form 8-K filed on April 21, 2026, May 27, 2026 and May 29, 2026 to the Offer to Purchase’s incorporation list. These Form 8-Ks are referenced for readers and are part of the Offer to Purchase exhibits.