Expensify, Inc SC TO-I, filed May 13, 2026

Expensify, Inc. (EXFY)

SC TO-I 2026-05-13

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Added on October 23, 2026

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EXHIBIT NUMBER			DESCRIPTION
(a)(1)(i)*			Offer to Purchase, dated May 13, 2026.
(a)(1)(ii)*			Form of Letter of Transmittal.
(a)(1)(iii)*			Notice of Guaranteed Delivery.
(a)(1)(iv)*			Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated May 13 , 2026.
(a)(1)(v)*			Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated May 13 , 2026.
(a)(1)(vi)*			Letter to Shareworks Account Holders, dated May 13, 2026.
(a)(2)			None.
(a)(3)			Not applicable.
(a)(4)			Not applicable.
(a)(5)(i)*			Press release announcing the Tender Offer, dated May 13, 2026.
(b)			Not applicable.
(d)(i)			Employment Agreement by and between the Registrant and David Barrett (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1/A filed on October 18, 2021).
(d)(ii)			Employment Agreement by and between the Registrant and Ryan Schaffer (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A filed on October 18, 2021).
(d)(iii)			2009 Stock Plan (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A filed on November 1, 2021).
(d)(iv)			2009 Stock Plan – Form of Notice of Stock Option Grant (EMI) (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1/A filed on November 1, 2021).
(d)(v)			2009 Stock Plan – Form of Option Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1/A filed on November 1, 2021).


(d)(vi)			2019 Stock Plan (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1/A filed on November 1, 2021).
(d)(vii)			2019 Stock Plan – Form of Early Exercise Notice and Restricted Stock Purchase Agreement (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1/A filed on November 1, 2021).
(d)(viii)			2019 Stock Plan – Form of Exercise Agreement (EMI) (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A filed on November 1, 2021).
(d)(ix)			2019 Stock Plan – Form of Exercise Agreement (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1/A filed on November 1, 2021).
(d)(x)			2019 Stock Plan – Form of Option Agreement (early exercise) (Reg S) (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1/A filed on November 1, 2021).
(d)(xi)			2019 Stock Plan – Form of Option Agreement (early exercise) (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1/A filed on November 1, 2021).
(d)(xii)			2019 Stock Plan – Form of Notice of Stock Option Grant (EMI) (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1/A filed on November 1, 2021).
(d)(xiii)			2019 Stock Plan - Form of Contingent Exercise Agreement) (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1/A filed on November 1, 2021).
(d)(xiv)			2019 Plan - Form of RSU Agreement (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1/A filed on November 1, 2021).
(d)(xv)			2021 Incentive Award Plan (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1/A filed on November 1, 2021).
(d)(xvi)			2021 Plan - Form of RSU Agreement (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1/A filed on November 1, 2021).
(d)(xvii)			2021 Plan - Form of Option Agreement (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1/A filed on November 1, 2021).
(d)(xviii)			2021 Stock Purchase and Matching Plan (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).
(d)(xix)			Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-1/A filed on November 1, 2021).
(d)(xx)			Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1/A filed on November 1, 2021).
(d)(xxi)			Expensify Voting Trust Agreement (incorporated by reference to Exhibit 9.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).
(g)			Not applicable.
(h)			Not applicable.
(107)*			Filing Fee Table.


EXPENSIFY, INC.

By:						/s/ Ryan Schaffer
Name:						Ryan Schaffer
Title:						Chief Financial Officer


SUMMARY TERM SHEET		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		11
INTRODUCTION		13
THE TENDER OFFER		16
1.	Number of Shares; Proration	16
2.	Purpose of the Tender Offer; Certain Effects of the Tender Offer	18
3.	Procedures for Tendering Shares	20
4.	Withdrawal Rights	24
5.	Purchase of Shares and Payment of Purchase Price	25
6.	Conditional Tender of Shares	26
7.	Conditions of the Tender Offer	27
8.	Price Range of Shares; Dividends	29
9.	Source and Amount of Funds	29
10.	Certain Information Concerning Us	30
11.	Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares	31
12.	Legal Matters; Regulatory Approvals	39
13.	Material U.S. Federal Income Tax Consequences	39
14.	Extension of the Tender Offer; Termination; Amendment	44
15.	Fees and Expenses; Information Agent; Dealer Manager; Depositary	45
16.	Miscellaneous	46


	Market Price
	High		Low
2024
First Quarter	$	2.57	$	1.520
Second Quarter	1.91		1.240
Third Quarter	2.61		1.410
Fourth Quarter	4.13		1.620
2025
First Quarter	$	4.000	$	3.045
Second Quarter	3.060		2.155
Third Quarter	2.640		1.600
Fourth Quarter	1.859		1.330
2026
First Quarter	$	1.530	$	0.691
Second Quarter (through May 12, 2026)	1.155		0.760


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)


THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON JUNE 10, 2026, UNLESS THE TENDER OFFER IS EXTENDED OR TERMINATED


	Class A		LT10		LT50
Name of Beneficial Owner	Shares	%	Shares	%	Shares	%	% of voting power
Named Executive Officers, Directors and Director Nominees:
David Barrett(1)	2,763,894	3.2%	375,356	8.9%	3,843,585	48.3%	37.8%
Ryan Schaffer(2)	523,174	*	498,090	11.8%	70,675	*	1.7%
Jason Mills(4)	559,764	*	585,322	13.9%	588,423	7.4%	6.8%
Daniel Vidal(5)	605,825	*	112,650	2.7%	163,586	2.1%	1.9%
Timothy L. Christen	289,754	*	—	—	—	*	*
Ying (Vivian) Liu	179,469	*	—	—	—	*	*
Ellen Pao	169,008	*	—	—	—	*	*
Carlos Alvarez Divo(6)	434,449	*	218,571	5.2%	166,567	2.1%	2.1%
All current executive officers, directors and director nominees as a group (8 persons)(7)	5,525,337	6.4%	1,789,989	42.5%	4,832,836	60.8%	50.4%


By First Class, Registered or Certified Mail: Computershare Trust Company, N.A. c/o Voluntary Corporate Actions PO Box 43011 Providence, RI 02940-3011						By Express or Overnight Delivery: Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021


PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
☐ $0.98	☐ $1.04	☐ $1.10	☐ $1.16
☐ $1.00	☐ $1.06	☐ $1.12	☐ $1.18
☐ $1.02	☐ $1.08	☐ $1.14	☐ $1.20

-OR-


☐			The undersigned wants to maximize the chance of having the Company purchase the shares that the undersigned is tendering (subject to the proration and priority provisions of the tender offer). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders shares at, and is willing to accept, the Purchase Price determined by the Company in accordance with the terms of the tender offer. THE UNDERSIGNED UNDERSTANDS THAT THIS ELECTION MAY LOWER THE PURCHASE PRICE PAID FOR SHARES IN THE TENDER OFFER AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $0.98 PER SHARE.


NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY ODD LOTS (See Instruction 6) To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned:
☐	is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered
CONDITIONAL TENDER (See Instruction 14) A tendering stockholder may condition his, her or its tender of shares upon the Company purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares that you indicate below is purchased by the Company pursuant to the terms of the tender offer, none of the shares tendered will be purchased. It is the tendering stockholder’s responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and each stockholder is urged to consult his, her or its tax advisor. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.
	☐	The minimum number of shares that must be purchased, if any are purchased, is: __________ shares.

		If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his, her or its shares and checked the box below:

	☐	The tendered shares represent all shares held by the undersigned.


SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 7, 8 and 9) To be completed ONLY if the check for the Purchase Price of shares purchased (less any applicable withholding taxes) is to be issued in the name of someone other than the undersigned. Name(s) _________________________________ (Please Print) Address(es) (RECIPIENT MUST COMPLETE AND RETURN THE ATTACHED IRS FORM W-9 OR AN APPLICABLE IRS FORM W-8)						SPECIAL DELIVERY INSTRUCTIONS To be completed ONLY if the check for the Purchase Price of shares purchased (less any applicable withholding taxes) is to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s). Name(s) _________________________________ (Please Print) Address(es)


SIGN HERE (Please also complete the attached IRS Form W-9 or an applicable IRS Form W-8) (Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by persons(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 7.) Signature of Owner:__________________________________________________________________________ Signature of Owner:__________________________________________________________________________ Name(s):___________________________________________________________________________________ (Please Print) Dated:_____________________________________________________________________________________ Capacity: (full title):__________________________________________________________________________________ Address:___________________________________________________________________________________
(MAKE ANY ADDRESS CORRECTION, THIS WILL BE A PERMANENT ADDRESS CHANGE) APPLY MEDALLION GUARANTEE STAMP BELOW


Certificate Nos. (if available):



(Name(s) of Stockholders)

(Address(es))

(Zip Code(s))

(Area Code(s) and Telephone No(s).)

(Taxpayer ID No(s). or Social Security No(s).)



(Name of Firm)

(Authorized Signature)

(Name)

(Address)

(Area Code and Telephone No.)


ODD LOTS (See Instruction 6 of the Letter of Transmittal) To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.
☐	By checking this box, the undersigned represents that it is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered.

CONDITIONAL TENDER (See Instruction 14 of the Letter of Transmittal) A tendering stockholder may condition his, her or its tender of shares upon the Company purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares indicated by the tendering stockholder below is purchased by the Company pursuant to the terms of the Tender Offer, none of the shares tendered will be purchased. It is the tendering stockholder’s responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and each stockholder is urged to consult his, her or its tax advisor when making this determination. Unless the below box has been checked and a minimum number specified, the tendering stockholder’s tender will be deemed unconditional.
	☐	The minimum number of shares that must be purchased, if any are purchased, is: _________ shares. If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his, her or its shares and checked the box below:

	☐	The tendered shares represent all shares held by the undersigned.


SHARE PURCHASE AND HOLDINGS
☐ ____% at $0.98	☐ ____% at $1.04	☐ ____% at $1.10	☐ ____% at $1.16
☐ ____% at $1.00	☐ ____% at $1.06	☐ ____% at $1.12	☐ ____% at $1.18
☐ ____% at $1.02	☐ ____% at $1.08	☐ ____% at $1.14	☐ ____% at $1.20

EXPENSIFY, INC. ESPP (NON QUALIFIED)
☐ ____% at $0.98	☐ ____% at $1.04	☐ ____% at $1.10	☐ ____% at $1.16
☐ ____% at $1.00	☐ ____% at $1.06	☐ ____% at $1.12	☐ ____% at $1.18
☐ ____% at $1.02	☐ ____% at $1.08	☐ ____% at $1.14	☐ ____% at $1.20

EXPENSIFY, INC. ESPP (NON QUALIFIED - GRANTED SHARES)
☐ ____% at $0.98	☐ ____% at $1.04	☐ ____% at $1.10	☐ ____% at $1.16
☐ ____% at $1.00	☐ ____% at $1.06	☐ ____% at $1.12	☐ ____% at $1.18
☐ ____% at $1.02	☐ ____% at $1.08	☐ ____% at $1.14	☐ ____% at $1.20


☐			I hereby instruct Solium Shareworks to withdraw from the Offer all shares of Class A common stock in my Shareworks account that I previously instructed Shareworks to tender on my behalf.