Expensify (NASDAQ: EXFY) accepts 6.05M shares in $1.20 tender offer

Rhea-AI Filing Summary

Expensify, Inc. completed a tender offer to repurchase Class A common stock. The company accepted 6,053,023 shares at a purchase price of $1.20 per share, for a total cash cost of $7,263,627.60, subject to applicable withholding taxes. The shares accepted equal approximately 6.8% of Class A outstanding as of June 10, 2026. Payment will be made in cash and the depositary will promptly pay holders for shares accepted.

Insights

Corporate Finance Analyst

Repurchase executed at the top of the announced range with modest capital deployment.

The company accepted 6,053,023 shares at $1.20, totalling $7.26M, representing 6.8% of Class A outstanding as of June 10, 2026. This confirms the tender was oversubscribed only to the extent of available authorization and priced at the maximum disclosed cap.

Cash outflow is limited to the stated amount; the filing notes payment in cash and customary withholding. Subsequent filings or press releases may disclose fees and exact timing of payments.

Legal/SEC Filings Specialist

Amendment restates final results and adds a press release exhibit.

The Schedule TO was amended to report final tender results and to file a press release as Exhibit (a)(5)(iii) dated June 12, 2026. The Amendment confirms prior disclosures remain unchanged except for the final-count update.

Key qualifiers preserved include the purchase price range ($0.98–$1.20) and that payment is without interest and subject to applicable withholding taxes.

Key Figures

Shares accepted: 6,053,023 shares Purchase price: $1.20 per share Total cost: $7,263,627.60 +2 more

5 metrics

Shares accepted 6,053,023 shares accepted at or below $1.20 per share

Purchase price $1.20 per share final purchase price within $0.98–$1.20 range

Total cost $7,263,627.60 cash cost excluding fees and expenses

Percent of Class A outstanding 6.8% as of June 10, 2026

Tender expiration 12:00 midnight, June 10, 2026 New York City time

Key Terms

tender offer, Schedule TO, Letter of Transmittal, depositary

4 terms

tender offer financial

"offer by Expensify, Inc., to purchase for cash up to $25,000,000"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Schedule TO regulatory

"Tender Offer Statement on Schedule TO originally filed with the Commission"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

Letter of Transmittal financial

"the accompanying Letter of Transmittal (as amended or supplemented)"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

depositary financial

"Based on the final count by the depositary for the tender offer"

A depositary is a financial institution that holds and safeguards financial assets, such as stocks or bonds, on behalf of investors. It ensures that ownership records are accurate and that transactions are processed securely. For investors, a depositary provides a trustworthy way to manage their investments, similar to a secure vault that keeps valuables safe and organized.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 06/12/2026 - 06:13 AM Accepted by SEC EDGAR 06/12/2026 - 06:10 AM Learn about SEC filing dates

FAQ

What were the final results of Expensify's tender offer (EXFY)?

Expensify accepted 6,053,023 shares at $1.20 per share, costing $7,263,627.60. The acceptance equals approximately 6.8% of Class A shares outstanding as of June 10, 2026.

How will holders be paid for shares accepted in the EXFY tender offer?

Payment for accepted shares will be made in cash, without interest, and is subject to applicable withholding taxes. The depositary will promptly pay holders for the shares accepted for purchase.

What was the price range and final purchase price in Expensify's tender?

The tender offer price range was $0.98 to $1.20 per share. The Company accepted shares at the final purchase price of $1.20 per share, the top of the disclosed range.

What percent of Class A outstanding shares did Expensify repurchase in the tender?

The Company accepted shares representing approximately 6.8% of its Class A common stock outstanding as of June 10, 2026. That percentage is reported in the Amendment No. 3 filing.

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

Amendment No. 3

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Expensify, Inc.

(Name of Subject Company (Issuer))

Expensify, Inc.

(Names of filing Persons (Offeror and Issuer))

Class A Common Stock, Par Value $0.0001 per share

(Title of Class of Securities)

30219Q106

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

Ryan Schaffer

Chief Financial Officer

Expensify, Inc.

88 Kearny St., Ste 1600

San Francisco, California 94108

Tel: (971) 365-3939

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copies to:

Tad J. Freese, Esq. Alexa M. Berlin, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600 Joshua A. Kaufman, Esq. DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ Third-party tender offer subject to Rule 14d-1.

☒ Issuer tender offer subject to Rule 13e-4.

☐ Going-private transaction subject to Rule 13e-3.

☐ Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer) 

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the  Tender Offer Statement on

Schedule TO originally filed with the Securities and Exchange Commission (the “Commission”) on May 13, 2026,

as amended and supplemented by Amendment No. 1 and Amendment No. 2 to the Tender Offer Statement on

Schedule TO filed with the Commission on May 29, 2026 and June 11, 2026, respectively (the “Schedule TO”), 

related to the offer by Expensify, Inc., a Delaware corporation (the “Company”), to purchase for cash up to

$25,000,000 of its Class A common stock, par value $0.0001 per share (the “Class A common stock”), at a price per

share of not less than $0.98 and not more than $1.20, without interest and subject to any applicable withholding

taxes. The Company’s offer is made upon the terms and subject to the conditions described in the Offer to Purchase,

dated May 13, 2026 (as amended or supplemented from time to time, the “Offer to Purchase”), a copy of which was

filed as Exhibit (a)(1)(i) to the Schedule TO, and in the accompanying Letter of Transmittal (as amended or

supplemented from time to time, the “Letter of Transmittal” and, the Letter of Transmittal together with the Offer to

Purchase, the “tender offer”), a copy of which was attached as Exhibit (a)(1)(ii) to the Schedule TO.

Based on the final count by the depositary for the tender offer, a total of 6,053,023 shares of Class A common stock

were validly tendered and not validly withdrawn at or below the price of $1.20 per share. The Company accepted

6,053,023 shares for purchase at the purchase price of $1.20 per share, for a total cost of $7,263,627.60, excluding

fees and expenses related to the tender offer. The total number of shares accepted for payment represents

approximately 6.8% of the Company’s total outstanding shares of Class A common stock as of June 10, 2026. The

depositary for the tender offer will promptly pay for the shares accepted for purchase pursuant to the tender offer.

Payment for shares purchased will be made in cash, without interest, but subject to applicable withholding taxes.

Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this

Amendment No. 3 does not modify any of the information previously reported on the Schedule TO. You should read

this Amendment No. 3 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

The Schedule TO is hereby amended and supplemented as follows:

Item 11.                           Additional Information.

The information set forth in Item 11 is hereby amended and supplemented by adding the following:

“On June 12, 2026, the Company issued a press release announcing the final results of the tender offer, which

expired at 12:00 midnight, New York City time, at the end of the day on June 10, 2026. A copy of the press release

is filed as Exhibit (a)(5)(iii) hereto and is incorporated by reference herein.”

Item 12.                         Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

EXHIBIT NUMBER	DESCRIPTION
(a)(5)(iii)*	Press release announcing the final results of the tender offer, dated June 12, 2026.

* Filed herewith

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement

is true, complete and correct.

Dated: June 12, 2026

EXPENSIFY, INC.
By:		/s/ Ryan Schaffer
Name:		Ryan Schaffer
Title:		Chief Financial Officer