UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~June~~July 131, 2025

Expensify, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-41043

27-0239450

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

401 SW 5th Ave

Portland, Oregon 97204

(Address of Principal Executive Offices) (Zip Code)

(971) 365-3939

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value $0.0001 per share

EXFY

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0702 ~~Submission~~Termination of ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security~~Agreement. ~~Holders~~

On ~~June 13~~July 1, 2025, Expensify, Inc. (the “Company”), ~~held~~as borrower, terminated its Second Amended and Restated Loan and Security Agreement, as amended, dated February 13, 2025, ~~Annual~~by ~~Meeting~~and between the Company as borrower and Canadian Imperial Bank of ~~Stockholders~~Commerce (“CIBC”), as administrative agent, and the lenders party thereto (the “~~Annual~~Second ~~Meeting~~Amended and Restated Loan and Security Agreement”). ~~Set~~A ~~forth~~summary ~~below~~of ~~are~~the material features of the ~~matters~~Second ~~acted~~Amended ~~upon~~and atRestated Loan and Security Agreement can be found in the ~~Annual~~section ~~Meeting~~entitled “Results of Operation—Liquidity and Capital Resources—Credit Facilities—Loan and Security Agreement” in the ~~final~~Company’s ~~voting~~Quarterly ~~results~~Report on Form 10-Q for the Quarterly Period ended March 31, 2025, and such summary is incorporated by reference into this Item 1.02 in its entirety. At the time of termination, there were no borrowings under the revolving line of credit and no amounts drawn on the letter of credit issued under the Second Amended and Restated Loan and Security Agreement. Upon termination of the Second Amended and Restated Loan and Security Agreement, (i) all obligations of each ~~matter~~party arising under or related to the Second Amended and Restated Loan and Security Agreement were paid in full; (ii) all related liens were released; and (iii) any collateral which was held by CIBC, securing the outstanding obligations under the Second Amended and Restated Loan and Security Agreement, was returned. There were no penalties incurred by the Company as a result of the termination.

Proposal 1: Election of Directors

The Company’s stockholders elected David Barrett, Ryan Schaffer, Anuradha Muralidharan, Jason Mills, Daniel Vidal, Timothy L. Christen, Ying (Vivian) Liu and Ellen Pao as members of the Company’s board of directors to serve until the Company’s 2026 annual meeting of stockholders and until their respective successors have been duly elected and qualified. The results of the vote were as follows:

Nominee	For	Withheld	Broker Non-Votes
David Barrett	442,361,850	15,709,653	27,578,656
Ryan Schaffer	444,891,391	13,180,112	27,578,656
Anuradha Muralidharan	445,280,671	12,790,832	27,578,656
Jason Mills	442,992,259	15,079,244	27,578,656
Daniel Vidal	445,280,869	12,790,634	27,578,656
Timothy L. Christen	447,733,149	10,338,354	27,578,656
Ying (Vivian) Liu	446,265,405	11,806,098	27,578,656
Ellen Pao	446,263,987	11,807,516	27,578,656

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote were as follows:

For						Against						Abstain						Broker Non-Votes
485,592,553						53,248						4,358						—

Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers

The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers. The results of the vote were as follows:

For						Against						Abstain						Broker Non-Votes
454,429,843						3,546,036						95,624						27,578,656

Based on the foregoing votes, the eight director nominees were elected and Proposals 2 and 3 were approved.

No other matters were submitted for stockholder action at the Annual Meeting.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Expensify, Inc.

By:						/s/ Ryan Schaffer
Name:						Ryan Schaffer
Title:						Chief Financial Officer

Date: ~~June 16~~July 8, 2025

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