Expensify CFO Amends Form 4 Reporting 2,820-Share Tax Sale

Rhea-AI Filing Summary

Ryan Schaffer, Chief Financial Officer and Director of Expensify, Inc. (EXFY), reported a sale of Class A common stock tied to RSU tax withholding. On 06/18/2025 the issuer sold 2,820 shares to cover taxes arising from RSU vesting at a weighted average price of $2.22 per share (individual sale prices ranged from $2.19 to $2.26). After the reported sale, the reporting person beneficially owned 169,178 shares, held directly. The Form 4/A clarifies the sale was a pro rata portion of shares sold by the issuer’s broker to satisfy tax withholding obligations related to employee RSU vesting and offers to provide detailed per-transaction pricing on request.

Positive

• Disclosure was amended to include the previously omitted sell-to-cover transaction, improving transparency
• Weighted average price and price range for the shares sold are provided, with an offer to supply per-transaction details on request

Negative

• Insider sale of 2,820 shares reduced direct beneficial ownership to 169,178 shares

Insights

Corporate Governance Expert

TL;DR: Routine sell-to-cover of RSU taxes by a named executive; disclosure amended to include the previously omitted sale details.

The amendment clarifies a routine administrative sale to satisfy tax obligations from RSU vesting. This is a common insider activity and does not indicate a change in control or a novel compensation arrangement. The filing enhances transparency by reporting the weighted average price and offering to provide the per-transaction breakdown upon request, which supports fiduciary disclosure standards.

Securities Analyst

TL;DR: Small-scale insider sale (2,820 shares) executed as sell-to-cover; impact on share count and ownership is limited.

The reported sale reduced the reporting person’s direct holdings to 169,178 shares. The transaction price range ($2.19 to $2.26) and weighted average ($2.22) are disclosed. Given the modest size of the sale relative to total beneficial ownership disclosed, this transaction is unlikely to be materially impactful to valuation or signal a change in insider sentiment.

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Schaffer Ryan

(Last) (First) (Middle)

C/O EXPENSIFY, INC.

401 SW 5TH AVE

(Street)

PORTLAND OR 97204

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Expensify, Inc. [ EXFY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/18/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	06/18/2025		S		2,820(1)	D	$2.22(2)	169,178	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

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 ("RSUs") for certain employees of the Issuer. On June 18, 2025, the Reporting Person filed a Form 4 reporting the RSU vesting but was unable to include this related sale due to a delay in receiving the underlying information.

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 $2.19 to $2.26, 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.

Remarks:

	/s/ Ryan Schaffer	09/24/2025
	** 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.

FAQ

What transaction did Ryan Schaffer report on Form 4/A for EXFY?

The Form 4/A reports a sell-to-cover transaction of 2,820 Class A shares related to RSU tax withholding, executed on 06/18/2025.

At what price were the EXFY shares sold to cover RSU taxes?

Shares were sold at a weighted average price of $2.22, with individual sale prices ranging from $2.19 to $2.26.

How many EXFY shares does the reporting person own after the transaction?

The reporting person beneficially owned 169,178 shares following the reported sell-to-cover transactions.

Why was an amendment (Form 4/A) filed for this transaction?

The amendment adds the sale that was omitted when the original Form 4 reporting RSU vesting was filed because the reporting person received the underlying sale information after the initial filing.

Can I obtain a breakdown of how many shares sold at each price?

Yes. The reporting person offers to provide full information on the number of shares sold at each separate price within the reported $2.19 to $2.26 range upon request to the issuer, any security holder, or the SEC staff.