Expensify, Inc. - Schedule TO-I/A - (Final Results)
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:
* 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. ANNOUNCES FINAL RESULTS OF TENDER OFFER
The Company accepted for purchase 6,053,023 shares of common stock at $1.20 per share, which will result in an approximate 6.8% reduction in Class A common stock outstanding.
SAN FRANCISCO, CAL.--(BUSINESS WIRE)--June 12, 2026-- Expensify, Inc. (Nasdaq: EXFY) (the “Company”), the easiest way to manage expenses, corporate cards, and travel, today announced the final results of its modified “Dutch auction” tender offer (the “Tender Offer”) to purchase for cash up to $25,000,000 of its outstanding shares of Class A common stock, par value $0.0001 per share (“Class A common stock” or the “shares”), at a price per share not less than $0.98 and not more than $1.20, less any applicable withholding taxes and without interest, which expired at 12:00 midnight, New York City time, at the end of the day on June 10, 2026.
The Company accepted 6,053,023 shares of Class A common stock 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. 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. Accordingly, the Company will purchase approximately 100% of the shares of stockholders who submitted auction tenders at a price of $1.20 or less per share and purchase price tenders (other than “odd lot” holders, whose shares will be purchased on a priority basis). 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. The Company will fund the purchase of shares in the Tender Offer with cash on hand.
Citizens JMP Securities, LLC, is acting as dealer manager for the Tender Offer. The information agent for the Tender Offer is Georgeson LLC, and the depositary is Computershare Trust Company, N.A.
FORWARD-LOOKING STATEMENTS
Certain statements made in this press release constitute forward-looking statements, including with respect to the Company’s expectations regarding payment for the shares of Class A common stock purchased in the Tender Offer and the source of financing for those purchases. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Tender Offer. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause Expensify’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including the risks discussed in Expensify’s filings with the SEC, including Expensify’s Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Expensify undertakes no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise, except as required by law.
About Expensify. Inc.
Expensify, Inc. (Nasdaq: EXFY) is the easiest way to do your expenses, travel, and corporate cards. Built for businesses of all sizes and trusted by 15 million members worldwide, Expensify is a top-rated app across G2, TrustRadius, Capterra, and more.
