exfy-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☒	Preliminary Proxy Statement
☐	Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

EXPENSIFY, INC.

(Name of the Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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	88 Kearny St Ste 1600 San Francisco, CA 94108	David Barrett Founder, CEO and Director

Preliminary Proxy Materials - Subject to Completion, Dated March 31, 2026

[ ], 2026

Dear Stockholder,

We cordially invite you to attend our 2026 Annual Meeting of Stockholders, to be held on Friday, May 22,

2026 at 10:00 a.m. (Pacific Time). The annual meeting will be a completely “virtual” meeting, conducted

via live audio webcast, and you will not be able to attend the meeting in person. We believe the

environmentally friendly virtual meeting format will provide expanded access, improved communication

and cost savings for us and our stockholders. You will be able to attend the annual meeting, as well as

vote and submit your questions during the live webcast of the meeting, by visiting

www.virtualshareholdermeeting.com/EXFY2026 and entering the company number and control number

included on your proxy card or in the instructions that accompany your proxy materials.

The Notice of Annual Meeting of Stockholders and the proxy statement that follow describe the business

to be conducted at the meeting.

Whether or not you plan to attend the virtual annual meeting, your vote is very important and we

encourage you to vote promptly. You may vote in advance by either marking, signing and returning the

enclosed proxy card or using telephone or internet voting. For specific instructions on voting, please refer

to the instructions on your enclosed proxy card if you received paper copies of the proxy materials, or on

the Notice of Internet Availability of Proxy Materials. If you are a record holder and attend the virtual

annual meeting, you will have the right to revoke your proxy and vote your shares virtually at the meeting.

If you hold your shares through an account with a brokerage firm, bank, broker-dealer or other nominee,

please follow the instructions you receive from them.

Sincerely,

David Barrett

Founder, CEO and Director


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	88 Kearny St Ste 1600 San Francisco, CA 94108	Cole Eason Chief Compliance Officer and Corporate Secretary

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


When	Friday, May 22, 2026 at 10:00 a.m. PDT
Where	Virtually at www.virtualshareholdermeeting.com/EXFY2026
Items of Business	1.Election of the eight director nominees named in this Proxy Statement to serve on our Board of Directors until the 2027 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified. The Executive Committee of the Board of Directors (the “Executive Committee”) on behalf of the Board of Directors recommends a vote “FOR” each nominee.
	2.Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2026. The Executive Committee on behalf of the Board of Directors recommends a vote “FOR” this proposal.
	3.Approval, on an advisory basis, of the compensation of our named executive officers. The Executive Committee on behalf of the Board of Directors recommends a vote “FOR” this proposal.
	4.Approval and adoption of amendments to our Amended and Restated Certificate of Incorporation to effect (i) a reverse stock split of our common stock and (ii) a contemporaneous and proportionate reduction in the number of authorized shares of our common stock, as described in Proposal No. 4 in the accompanying proxy statement. The Board of Directors recommends a vote “FOR” this proposal.
	5.Transaction of any other business which may properly come before the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) or any adjournment, continuation or postponement of the Annual Meeting.
Who Can Vote	Only stockholders of record as of the close of business on March 27, 2026 will be entitled to notice of, and to vote at the Annual Meeting.
As permitted by the rules of the Securities and Exchange Commission, we have elected to furnish our proxy materials to stockholders by providing access to the proxy materials on the internet. Accordingly, we are sending our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) rather than a paper set of the proxy materials, unless a stockholder has previously requested printed materials. The Notice includes instructions on how to access our proxy materials over the internet, as well as how to request the materials in paper form.
Your vote is important. We encourage you to vote by proxy in advance of the meeting, whether or not you plan to attend the virtual meeting. The Notice includes instructions on how to vote, including by internet or telephone. If you hold your shares through a brokerage firm, bank, broker-dealer or other nominee, please follow the instructions you receive from them.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 22, 2026
This notice of the Annual Meeting, the Proxy Statement and the form of proxy are being distributed and made available on or about [ ], 2026. The Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 are also available on our website, ir.expensify.com, as well as www.proxyvote.com.
		By order of the Board of Directors,

		Cole Eason
[ ], 2026		Corporate Secretary

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General Information	1
Proposal 1: Election of Directors	7
Corporate Governance	8
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	15
Audit Committee Report	18
Proposal 3: Advisory Vote to Approve the Company’s Executive Compensation	19
Proposal 4: Approval and Adoption of Amendments to Our Amended and Restated Certificate of Incorporation to Effect (i) a Reverse Stock Split and (ii) a Corresponding Decrease in Authorized Shares	20
Director Compensation	31
Executive Compensation	33
Stock Ownership of Certain Beneficial Owners and Management	41
Certain Relationships and Related Party Transactions	44
Stockholder Proposals	47
Delinquent Section 16(a) Reports	47
Special Note Regarding Forward-Looking Statements	48
Other Matters	48
Annual Report on Form 10-K	48
Appendix A: Form of Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as Amended, of Expensify, Inc.	49
Proxy Card	51


Expensify, Inc. 2026 Proxy Statement			1

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Proxy Statement

For the 2026 Annual Meeting of Stockholders

General Information

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors

(the “Board of Directors” or the “Board”) of Expensify, Inc., a Delaware corporation, for use at the 2026

Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will take place virtually at

www.virtualshareholdermeeting.com/EXFY2026 on Friday, May 22, 2026 at 10:00 a.m. (Pacific Time). You

will not be able to attend in person. This Proxy Statement, form of proxy and other related materials are

first being mailed to stockholders on or about [ ], 2026. References in this Proxy Statement to “we,” “us,”

“our” or the “Company” refer to Expensify, Inc. and its consolidated subsidiaries. When we refer to the

Company’s fiscal year, we mean the annual period ended on December 31. This Proxy Statement covers

our 2025 fiscal year, which was from January 1, 2025 through December 31, 2025 (“fiscal 2025”). Certain

information contained in this Proxy Statement is incorporated by reference into Part III of our Annual

Report on Form 10-K for the fiscal year ended December 31, 2025, as filed by the Company with the U.S.

Securities and Exchange Commission (the “SEC”) on February 26, 2026 (the “Annual Report”).

References to the “IPO” refer to the initial public offering of our Class A common stock, par value $0.0001

(the “Class A common stock”), in November 2021. We use the term “LT Holders” herein to refer to our

current and former employees and service providers who hold shares of our LT10 common stock, par

value $0.0001 (the “LT10 common stock”), and/or our LT50 common stock, par value $0.0001 (the “LT50

common stock”, together with the Class A common stock and LT10 common stock, the “common stock”)

through a voting trust (the “Voting Trust”) governed by a trust agreement, dated November 9, 2021, by and

among the Company, each LT Holder and the trustees named therein (the “Voting Trust Agreement”). All

outstanding shares of our LT10 common stock and LT50 common stock are held directly by the Voting

Trust.

Below are answers to common questions stockholders may have about the Proxy Materials and the

Annual Meeting.

What are the Proxy Materials?

The “Proxy Materials” are a reference to the Proxy Statement and our Annual Report. If you request

printed versions of the Proxy Materials, and you are entitled to vote at the Annual Meeting, you will also

receive a proxy card.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of materials?

Under rules adopted by the SEC, we are electing to furnish the Proxy Materials to our stockholders by

providing access to the Proxy Materials on the internet, rather than mailing printed copies. If you received

a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail, you will not receive printed

copies of the Proxy Materials unless you request them. Instead, the Notice will instruct you how to access

and review the Proxy Materials on the internet. If you would like printed copies of the Proxy Materials,

please follow the instructions in the Notice.

Why are you holding a virtual Annual Meeting?

We believe holding our Annual Meeting via live webcast is an environmentally friendly way to provide

expanded access, improved communication and cost savings for us and our stockholders. The virtual

meeting provides the same rights to participate as an in-person meeting. Stockholders will not be

permitted to physically attend the Annual Meeting.

Who can participate in the Annual Meeting?


2			Expensify, Inc. 2026 Proxy Statement

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Persons with evidence of stock ownership as of the Record Date (as defined below), including both

stockholders of record and stockholders whose shares are held in street name (as described below), can

participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/EXFY2026. You will

need the 16-digit control number included on your Notice, on your proxy card or on the instructions that

accompany your Proxy Materials. If you do not have a control number, please contact your brokerage firm,

bank, broker-dealer or other nominee as soon as possible so that you can be provided with one. You may

also submit pertinent questions in advance of the Annual Meeting by visiting www.proxyvote.com and

entering your control number. Questions pertinent to meeting matters will be answered during the Annual

Meeting, subject to time limitations. We will endeavor to answer as many questions submitted by

stockholders as time permits. We reserve the right to edit profanity or other inappropriate language and to

exclude questions regarding topics that are not pertinent to meeting matters or company business. If we

receive substantially similar questions, we may group questions together and provide a single response to

avoid repetition. Additional information regarding stockholder questions and participation, rules governing

the conduct of the Annual Meeting, procedures and technical support can be viewed 15 minutes prior to

the meeting at www.virtualshareholdermeeting.com/EXFY2026. If you encounter any difficulties while

accessing the virtual meeting during the check-in or meeting time, you should call the technical

assistance phone number that will be posted on the virtual stockholder meeting log in page, which will be

made available 15 minutes prior to the start time of the meeting. We encourage you to access the meeting

prior to the meeting start time.

Who may vote at the meeting?

Holders of our Class A common stock, LT10 common stock and LT50 common stock as of the close of

business on March 27, 2026 (the “Record Date”) may attend and vote at the Annual Meeting. Pursuant to

the Voting Trust Agreement, each LT Holder has agreed that the trustees of the Voting Trust (the

“Trustees”), currently David Barrett, Jason Mills and Garrett Knight, have full authority to vote his or her

shares on all matters in the Trustees’ sole and absolute discretion. Because all outstanding shares of

LT10 common stock and LT50 common stock are held by the Voting Trust and voted by the Trustees of

the Voting Trust, individual LT Holders will not receive proxy cards and are not eligible to cast votes at

the Annual Meeting.

How many votes do I have?

Holders of our Class A common stock are entitled to one vote for each share held as of the Record Date.

Holders of our LT10 common stock are entitled to ten votes for each share held as of the Record Date.

Holders of our LT50 common stock are entitled to fifty votes for each share held as of the Record Date.

Holders of our Class A common stock, LT10 common stock and LT50 common stock will vote as a single

class on all matters at the Annual Meeting. Pursuant to the Voting Trust Agreement, each LT Holder has

agreed that the Trustees of the Voting Trust have full authority to vote his or her shares on all matters in

the Trustees’ sole and absolute discretion at the Annual Meeting. Because all outstanding shares of LT10

common stock and LT50 common stock are held by the Voting Trust and voted by the Trustees,

individual LT Holders will not receive proxy cards and are not eligible to cast votes at the Annual

Meeting.

What items will be voted on at the Annual Meeting and how does the Board of Directors recommend that I

vote?

There are four proposals to be voted on at the Annual Meeting:

1.to elect eight directors to our Board of Directors;

2.to ratify the appointment of KPMG LLP (“KPMG”) as our independent registered public

accounting firm for the fiscal year ending December 31, 2026;

3.to approve, on an advisory basis, the compensation of our named executive officers; and


Expensify, Inc. 2026 Proxy Statement			3

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4.to approve and adopt a series of three alternative amendments to our Amended and Restated

Certificate of Incorporation (the “Certificate of Incorporation”) to effect, (i) a reverse stock split of

our common stock (the “reverse stock split”) and, if and when the reverse stock split is effected,

(ii) a contemporaneous and proportionate reduction in the number of authorized shares of our

common stock, as more fully described in Proposal 4 in this proxy statement (together, the

“Reverse Stock Split Proposal”).

Our Executive Committee of the Board of Directors (the “Executive Committee”) on behalf of our Board of

Directors recommends a vote “FOR” each nominee as a director for Proposal 1, “FOR” Proposal 2 and

“FOR” Proposal 3, and our Board of Directors recommends a vote “FOR” Proposal 4. Our amended and

restated bylaws require that we receive advance notice of any proposals to be brought before the Annual

Meeting by our stockholders. We have not received any such proposals. We do not anticipate any other

matters will come before the Annual Meeting. If any other matter properly comes before the Annual

Meeting, the proxy holders appointed by our Executive Committee on behalf of our Board of Directors will

have discretion to vote the shares subject to such proxies on those matters.

What vote is required for each proposal?

For Proposal 1, each director must be elected by a plurality of the votes cast. This means that the eight

nominees receiving the largest number of “for” votes will be elected as directors. We do not have

cumulative voting.

For Proposal 2, the ratification of the appointment of our independent registered public accounting firm

for the fiscal year ending December 31, 2026 will be determined by the affirmative vote of the holders of a

SEC Form PRE 14A filed by Expensify Inc.