Expensify, Inc.
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 6, 2026
EXFY$2.05-8.1%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001476840-26-000032
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001476840-26-000072
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 11 previous paragraphs and 11 current paragraphs.
5 unchanged; 3 reworded; 3 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
Although we have regained compliance with Minimum Bid Price Requirement, it is possible that we could fall out of compliance again in the future. If we fail to meet all applicable Nasdaq requirements in the future and Nasdaq determines to delist our common stock, which would adversely impact liquidity of our Class A common stock and potentially result in an even lower share price for our Class A common stock.
Current report
(1)Average price paid per share for purchases of shares of Class A common stock transactions excludes transaction costs and excise taxes.
Current report
(3)On May 13, 2026, we announced the commencement of a modified “Dutch auction” tender offer to purchase shares of our Class A common stock for an aggregate purchase price of up to $25.0 million at a price per share of not less than $0.98 and not more than $1.20 (the “Tender Offer”). The Tender Offer was not conditioned upon any minimum number of shares being tendered and was not subject to a financing condition. The Tender Offer expired on June 10, 2026. We accepted 6,053,023 shares for purchase at the purchase price of $1.20 per share. Following the expiration of the Tender Offer and the acceptance of shares for payment, no amounts remain under the Tender Offer authorization.
Removed paragraphs (3)
Previous report
If we do not regain compliance with the Minimum Bid Price Requirement by October 14, 2026, we may be eligible for additional time to regain compliance. To qualify, we would be required to transfer to The Nasdaq Capital Market and meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the Minimum Bid Price Requirement. In addition, we would be required to notify Nasdaq of our intent to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary. If the Company meets these requirements, following a transfer to The Nasdaq Capital Market, Nasdaq will inform us that we have been granted an additional 180 calendar days to regain compliance. However, if it appears to the
Previous report
Staff that we will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that our securities are subject to delisting, at which point we would have an opportunity to appeal the delisting determination to a hearings panel.
Previous report
We intend to monitor the closing bid price of our Class A common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement, including potentially seeking to effect a reverse stock split. However, there can be no assurance that we will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules. To the extent that we are unable to resolve the listing deficiency, there is a risk that our Class A common stock may be delisted from Nasdaq, which would adversely impact liquidity of our Class A common stock and potentially result in an even lower share price for our Class A common stock.
Reworded paragraphs (3)
Previous wording
If our stock price continues to remain below $1.00, our Class A common stock may be subject to delisting from Nasdaq.
Current wording
If our stock price falls below $1.00 for an extended period of time, our Class A common stock may be subject to delisting from Nasdaq.
Previous wording
On April 17, 2026, we received a deficiency letter from the Nasdaq Listing Qualifications Department (“the Staff”) of Nasdaq notifying us that, for the last 30 consecutive business days, the closing bid price for our Class A common stock had been below the minimum $1.00 per share required for continued listing on The Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have 180 calendar days, or until October 14, 2026 (the “Compliance Date”), to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of our Class A common stock must be at least $1.00 per share for a minimum of ten consecutive business days before the Compliance Date.
Current wording
On April 17, 2026, we received a deficiency letter from the Nasdaq Listing Qualifications Department (“the Staff”) of Nasdaq notifying us that, for the last 30 consecutive business days, the closing bid price for our Class A common stock had been below the minimum $1.00 per share required for continued listing on The Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we had 180 calendar days, or until October 14, 2026 (the “Compliance Date”), to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of our Class A common stock was required to be at least $1.00 per share for a minimum of ten consecutive business days before the Compliance Date. On May 28, 2026, we were notified by Nasdaq that we had regained compliance with the Minimum Bid Price Requirement and that Nasdaq considers this matter closed.
Previous wording
(1)On February 27, 2025, we announced the approval of a share repurchase program with authorization to purchase up to $50.0 million of our Class A common stock at management’s discretion that expires on March 31, 2028, does not obligate us to repurchase any specific number of shares and may be modified, suspended or terminated at any time at our discretion. As of March 31, 2026, we had $41.0 million remaining under the share repurchase authorization.
Current wording
(2)On February 27, 2025, we announced the approval of a share repurchase program with authorization to purchase up to $50.0 million of our Class A common stock at management’s discretion that expires on March 31, 2028, does not obligate us to repurchase any specific number of shares and may be modified, suspended or terminated at any time at our discretion. As of June 30, 2026, we had $39.8 million remaining under the share repurchase authorization.