Director Alvarez Divo Carlos Eduardo sold $13,507 worth of shares (8,972 units at $1.51) and disposed of 33,592 shares, decreasing direct ownership by 13% to 285,508 units (SEC Form 4)
$EXFY
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Expensify, Inc. [ EXFY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/30/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 12/30/2025 | S | 2,468(1) | D | $1.52(2) | 325,604 | D | |||
| Class A Common Stock | 12/31/2025 | S | 6,504(3) | D | $1.5(4) | 319,100 | D | |||
| Class A Common Stock | 12/31/2025 | J(5) | 20,441 | D | (5) | 298,659 | D | |||
| Class A Common Stock | 01/04/2026 | J(6) | 7,839 | D | (6) | 290,820 | D | |||
| Class A Common Stock | 01/05/2026 | J(7) | 5,312 | D | (7) | 285,508 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LT10 Common Stock | (8) | 12/31/2025 | J(5) | 20,441 | (8) | (8) | Class A Common Stock | 20,441 | (5) | 204,608 | I | See note(9) | |||
| LT10 Common Stock | (8) | 01/04/2026 | J(6) | 7,839 | (8) | (8) | Class A Common Stock | 7,839 | (6) | 212,447 | I | See note(9) | |||
| LT10 Common Stock | (8) | 01/05/2026 | J(7) | 5,312 | (8) | (8) | Class A Common Stock | 5,312 | (7) | 217,759 | I | See note(9) | |||
| Explanation of Responses: |
| 1. Represents the Reporting Person's pro rata portion of the total shares sold on the transaction date to cover taxes upon the vesting of restricted stock units ("RSU") for certain employees of the Issuer. |
| 2. The price reported in Column 4 is a weighted average price of all shares sold on the transaction date by the Issuer's broker to cover taxes upon the vesting of RSUs for certain employees of the Issuer. These shares were sold in multiple transactions at prices ranging from $1.50 to $1.53, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 3. Represents the Reporting Person's pro rata portion of the total shares sold on the transaction date to cover taxes upon vesting of RSUs, which vested immediately on the grant date, for certain employees of the Issuer. |
| 4. The price reported in Column 4 is a weighted average price of all shares sold on the transaction date by the Issuer's broker to cover taxes upon the vesting of RSUs, which vested immediately on the grant date, for certain employees of the Issuer. These shares were sold in multiple transactions at prices ranging from $1.49 to $1.52, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5. The Reporting Person exchanged 20,441 shares of Class A Common Stock for 20,441 shares of LT10 Common Stock in an Exchange, as defined in and pursuant to the Issuer's Amended and Restated Certificate of Incorporation. |
| 6. The Reporting Person exchanged 7,839 shares of Class A Common Stock for 7,839 shares of LT10 Common Stock in an Exchange, as defined in and pursuant to the Issuer's Amended and Restated Certificate of Incorporation. |
| 7. The Reporting Person exchanged 5,312 shares of Class A Common Stock for 5,312 shares of LT10 Common Stock in an Exchange, as defined in and pursuant to the Issuer's Amended and Restated Certificate of Incorporation. |
| 8. The LT10 Common Stock is convertible into the Issuer's Class A Common Stock on a one-to-one basis only upon, and generally cannot be transferred without, satisfaction of certain notice and other requirements, including a notice period of 10 months. The LT10 Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis at such time as all of the then-outstanding shares of LT10 and LT50 Common Stock represent, in the aggregate, less than 2% of all then-outstanding shares of common stock. |
| 9. Deposited into the Expensify Voting Trust (the "Voting Trust"). The Reporting Person retains investment control and dispositive power over the shares deposited into the Voting Trust. |
| Remarks: |
| /s/ Ryan Schaffer, as attorney-in-fact | 01/12/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||