Expensify (NASDAQ: EXFY) director logs tax RSU sales and LT10 swap

Rhea-AI Filing Summary

Expensify, Inc. director Carlos Eduardo Alvarez Divo reported several transactions in the company’s equity. On December 30 and 31, 2025, he sold 2,468 and 6,504 shares of Class A common stock at weighted average prices of $1.52 and $1.50, respectively. The footnotes state these sales represent his pro rata portion of shares sold by the issuer’s broker to cover taxes upon the vesting of restricted stock units for certain employees, rather than discretionary open-market sales.

On December 31, 2025 and January 4–5, 2026, he exchanged 20,441, 7,839, and 5,312 shares of Class A common stock for an equal number of LT10 Common Stock in transactions coded “J.” The LT10 shares are convertible into Class A on a one‑to‑one basis after certain notice requirements and will automatically convert if LT10 and LT50 together fall below 2% of total common stock. These LT10 shares were deposited into the Expensify Voting Trust, where he retains investment control and dispositive power. After these moves, he directly holds 285,508 Class A shares and indirectly holds 217,759 LT10 shares.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Alvarez Divo Carlos Eduardo

(Last) (First) (Middle)

C/O EXPENSIFY, INC.

88 KEARNY ST, STE 1600

(Street)

SAN FRANCISCO CA 94018

(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)
12/30/2025

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

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	12/30/2025		S		2,468(1)	D	$1.52(2)	325,604	D
Class A Common Stock	12/31/2025		S		6,504(3)	D	$1.5(4)	319,100	D
Class A Common Stock	12/31/2025		J(5)		20,441	D	(5)	298,659	D
Class A Common Stock	01/04/2026		J(6)		7,839	D	(6)	290,820	D
Class A Common Stock	01/05/2026		J(7)		5,312	D	(7)	285,508	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
LT10 Common Stock	(8)	12/31/2025		J(5)		20,441		(8)	(8)	Class A Common Stock	20,441	(5)	204,608	I	See note(9)
LT10 Common Stock	(8)	01/04/2026		J(6)		7,839		(8)	(8)	Class A Common Stock	7,839	(6)	212,447	I	See note(9)
LT10 Common Stock	(8)	01/05/2026		J(7)		5,312		(8)	(8)	Class A Common Stock	5,312	(7)	217,759	I	See note(9)

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 ("RSU") for certain employees of the Issuer.

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 $1.50 to $1.53, 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.

3. Represents the Reporting Person's pro rata portion of the total shares sold on the transaction date to cover taxes upon vesting of RSUs, which vested immediately on the grant date, for certain employees of the Issuer.

4. 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, which vested immediately on the grant date, for certain employees of the Issuer. These shares were sold in multiple transactions at prices ranging from $1.49 to $1.52, 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.

5. The Reporting Person exchanged 20,441 shares of Class A Common Stock for 20,441 shares of LT10 Common Stock in an Exchange, as defined in and pursuant to the Issuer's Amended and Restated Certificate of Incorporation.

6. The Reporting Person exchanged 7,839 shares of Class A Common Stock for 7,839 shares of LT10 Common Stock in an Exchange, as defined in and pursuant to the Issuer's Amended and Restated Certificate of Incorporation.

7. The Reporting Person exchanged 5,312 shares of Class A Common Stock for 5,312 shares of LT10 Common Stock in an Exchange, as defined in and pursuant to the Issuer's Amended and Restated Certificate of Incorporation.

8. The LT10 Common Stock is convertible into the Issuer's Class A Common Stock on a one-to-one basis only upon, and generally cannot be transferred without, satisfaction of certain notice and other requirements, including a notice period of 10 months. The LT10 Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis at such time as all of the then-outstanding shares of LT10 and LT50 Common Stock represent, in the aggregate, less than 2% of all then-outstanding shares of common stock.

9. Deposited into the Expensify Voting Trust (the "Voting Trust"). The Reporting Person retains investment control and dispositive power over the shares deposited into the Voting Trust.

Remarks:

	/s/ Ryan Schaffer, as attorney-in-fact	01/12/2026
	** 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).
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FAQ

What insider activity did Expensify (EXFY) report for director Carlos Eduardo Alvarez Divo?

The director reported sales of 2,468 and 6,504 Class A shares on December 30 and 31, 2025, plus exchanges of 20,441, 7,839, and 5,312 Class A shares into LT10 Common Stock on December 31, 2025 and January 4–5, 2026.

Why were Class A shares of Expensify (EXFY) sold at $1.52 and $1.50?

The footnotes explain these transactions represent the director’s pro rata portion of shares sold to cover taxes upon the vesting of restricted stock units for certain Expensify employees, at weighted average prices of $1.52 and $1.50.

What is LT10 Common Stock in the Expensify (EXFY) Form 4 filing?

LT10 Common Stock is a class of shares that is convertible into Class A common stock on a one‑to‑one basis only after certain notice and other requirements, including a 10‑month notice period. It will automatically convert when all LT10 and LT50 shares together represent less than 2% of total common stock.

How many Expensify (EXFY) shares does the director hold after these transactions?

Following the reported transactions, the director beneficially owns 285,508 shares of Class A common stock directly and 217,759 LT10 Common Stock indirectly, as shown in the tables.

What is the Expensify Voting Trust mentioned in the Form 4 footnotes?

The filing states that the LT10 Common Stock was deposited into the Expensify Voting Trust. The director retains investment control and dispositive power over the shares deposited into this Voting Trust.

Were the Expensify (EXFY) insider sales discretionary open-market sales?

The footnotes indicate the sales coded “S” reflect shares sold by the issuer’s broker to cover tax obligations on RSU vesting for certain employees, with the director reported for his pro rata portion, rather than standalone discretionary sales.