Expensify Inc

Insider Trading Arrangements

(1)Intended to satisfy the affirmative defense of Rule 10b5-1(c).

(2)Not intended to satisfy the affirmative defense of Rule 10b5-1(c).

(3)Includes the exercise and sale of up to 100,000 non-qualified stock options.

(4)The actual number of shares sold under the trading plan will depend on the current share price when sales occur, this estimation is based on the closing share price on July 23, 2024.

• We inadvertently omitted to disclose this 10b5-1 trading plan adopted by Ryan Schaffer, our Chief Financial Officer, on February 29, 2024, in item 5 of Part II in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

Certificate of Retirement

On August 8, 2024, the Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire 3,123,508 shares of LT10 common stock, par value $0.0001 per share, of the Company (“LT10 Common Stock”). All 3,123,508 shares of LT10 Common Stock were converted into 3,123,508 shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”), in connection with the conversion of the LT10 Common Stock. The Company’s Amended and Restated Certificate of Incorporation requires that any shares of LT10 Common Stock that are converted into shares of Class A Common Stock be retired and may not be reissued.

Effective upon filing, the Certificate of Retirement amended the Amended and Restated Certificate of Incorporation of the Company to reduce the total authorized number of shares of capital stock of the Company by 3,123,508 shares. The total number of authorized shares of the Company is now 1,056,840,831, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 21,871,197 shares designated LT10 Common Stock, 24,969,634 shares designated LT50 Common Stock, each with a par value of $0.0001 per share, of the Company, and 10,000,000 shares designated preferred stock, par value $0.0001 per share, of the Company. A copy of the Certificate of Retirement is attached as Exhibit 3.2 hereto.

Ratification of Prior Shares Issued Under the Expensify, Inc. 2021 Stock Purchase and Matching Plan

On August 5, 2024, the Board of Directors adopted resolutions (the “Resolutions”) approving the ratification of the issuance of 37,927 shares of Class A Common Stock under the Matching Plan, which may constitute shares of putative stock pursuant to Section 204 of the Delaware General Corporation Law (the “Ratification”). The issuance of such shares occurred on June 15, 2024 and, due to an inadvertent error in one of the inputs of a formula to calculate the number of matching shares under the Matching Plan, the issuance of such shares may not have been duly authorized by the Board of Directors in accordance with Section 152 of the General Corporation Law of the State of Delaware. Any claim that any defective corporate act or putative stock ratified pursuant to the Ratification is void or voidable due to the failure of authorization specified in the Resolutions, or that the Delaware Court of Chancery should declare in its discretion that the Ratification in accordance with Section 204 of the Delaware General Corporation Law not be effective or be effective only on certain conditions, must be brought within the later of (i) 120 days from the validation effective time (which is August 5, 2024) and (ii) the giving of this notice (which is deemed given on the date that this Quarterly Report on Form 10-Q is filed with the SEC).