Expensify (EXFY) Insider Amendment: RSU Tax Sale Disclosed

Rhea-AI Filing Summary

Jason Fahr Mills, a director of Expensify, Inc. (EXFY), amended a Form 4 to report a related sale on 06/18/2025 tied to taxes on RSU vesting. The filing shows 1,869 shares of Class A common stock were sold at a weighted average price of $2.22 to cover tax withholding from RSU vesting. After the sale, the reporting person beneficially owned 362,315 shares. The amendment clarifies timing and pricing, stating the sale occurred in multiple transactions at prices ranging from $2.19 to $2.26. The Form 4/A was executed by an attorney-in-fact.

Positive

• Amendment enhances transparency by disclosing the previously omitted sale details and price range
• Sale explicitly tied to tax withholding on RSU vesting, indicating an administrative, non-investment-motivated transaction

Negative

• Insider sold 1,869 shares, which modestly reduces the director's direct holding to 362,315 shares

Insights

Corporate Governance Expert

TL;DR: Amendment improves disclosure clarity for a small, tax-related insider sale.

The amended Form 4 provides necessary corrective disclosure about a tax-withholding sale tied to RSU vesting. Reporting the weighted-average price and the price range improves transparency for shareholders and regulators. The sold amount (1,869 shares) represents a small portion of the director's post-transaction holding, suggesting the transaction was administrative rather than a change in investment view. Timely correction via amendment aligns with disclosure best practices.

Securities Analyst

TL;DR: Small insider sale for tax purposes; limited market or valuation impact.

The sale was executed solely to satisfy tax obligations from RSU vesting, with shares sold across prices from $2.19 to $2.26 and a reported weighted average of $2.22. With 362,315 shares remaining after the sale, the transaction size is immaterial to outstanding insider ownership and is unlikely to signal any change in company prospects. The amendment clarifies earlier reporting omissions and provides the range of execution prices for auditability.

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^*

Mills Jason Fahr

(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
	Officer (give title below)		Other (specify below)

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		1,869(1)	D	$2.22(2)	362,315	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, as attorney-in-fact	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 Jason Fahr Mills report on Form 4/A for EXFY?

The filing reports a sale of 1,869 Class A shares on 06/18/2025 to cover taxes related to RSU vesting.

At what price were the EXFY shares sold in the reported transaction?

The reported weighted-average sale price was $2.22, with individual transactions ranging from $2.19 to $2.26.

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

Following the reported transaction, the reporting person beneficially owned 362,315 shares of Class A common stock.

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

The amendment discloses the related sale that could not be included in the original Form 4 due to a delay in receiving the underlying information.

Who signed the amended Form 4 for EXFY?

The Form 4/A was executed by Ryan Schaffer as attorney-in-fact on 09/24/2025.