Expensify Inc

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, including the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our condensed consolidated financial statements and related notes, you should carefully read and consider the risks and uncertainties discussed below, together with the risk factors discussed in Part I, Item 1A. "Risk Factors," of our 2025 Annual Report (as updated and supplemented below and in our subsequent filings) and in other documents that we file with the SEC.

If our stock price continues to remain falls below $1.00 for an extended period of time, our Class A common stock may be subject to delisting from Nasdaq.

On April 17, 2026, we received a deficiency letter from the Nasdaq Listing Qualifications Department (the Staff) of Nasdaq notifying us that, for the last 30 consecutive business days, the closing bid price for our Class A common stock had been below the minimum $1.00 per share required for continued listing on The Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the Minimum Bid Price Requirement). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we haved 180 calendar days, or until October 14, 2026 (the Compliance Date), to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of our Class A common stock mustwas required to be at least $1.00 per share for a minimum of ten consecutive business days before the Compliance Date.

If we do not regain compliance with the Minimum Bid Price Requirement by October 14On May 28, 2026, we may be eligible for additional time to regain compliance. To qualify, we woulwere notified be required to transfer to The y Nasdaq Capital Market and meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for tthat we had regained compliance with the Minimum Bid Price Requirement. In addition, we would be required to notify and that Nasdaq of our intent to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary. If the Company meets these requirements, following a transfer to The Nasdaq Capital Market, Nasdaq will inform us thatconsiders this matter closed.

Although we have been granted an additional 180 calendar days to regain regained compliance. However, if it appears to the

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Staff that we w with Mill not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notinimum Bid Price that our securities are subject to delisting, at which point we would have an opportunity to appeal the delisting determination to a hearings panel.

We intend to monitor the closing bid price of our Class A common stock and may, if appropriate, consider available options to regain Requirement, it is possible that we could fall out of compliance with the Minimum Bid Price Requirement, including potentially seeking again in the future. If we fail to effecmeet a reverse stock split. However, there can be no assurance that we will be able to regain compliance with the Minimum Bid Price Rell applicable Nasdaq requirement or will os in therwise be in compliance with other  future and Nasdaq Listing Rules. To the extent that we are unabledetermines to resolve the ldelisting deficiency, there is a risk that  our Class A common stock may be delisted from Nasdaq, which would adversely impact liquidity of our Class A common stock and potentially result in an even lower share price for our Class A common stock.

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