EXFY · Expensify, Inc.

This Item 3.01 filing signals a material regulatory risk for Expensify, as sustained sub-$1.00 trading triggers Nasdaq’s Minimum Bid Price Requirement violation — a threshold often associated with market perception of financial distress or diminished investor confidence. While the deficiency letter carries no immediate delisting consequence and EXFY continues trading on the Nasdaq Global Select Market, the 180-day compliance window ending October 14, 2026 places near-term pressure on share price performance or structural action. The Company’s stated path to compliance centers on a potential reverse stock split, with shareholder approval sought at the May 22, 2026 Annual Meeting for three pre-defined ratios — but the Board explicitly retains full discretion over whether, when, and at what ratio to execute it. Critically, the filing underscores uncertainty: no assurance is given that the Proposed Amendments will pass, nor that any reverse split would restore compliance, nor that Nasdaq would grant a second compliance period if eligibility criteria (e.g., market value of publicly held shares, transfer readiness) are unmet. Should delisting proceedings commence, the Company would face procedural appeals, but the resulting over-the-counter trading status could impair liquidity, institutional ownership, and access to capital — all of which are disclosed as material risks in the Company’s most recent Form 10-K. Forward-looking statements throughout the filing reinforce that outcomes depend on market conditions, Board decisions, and Nasdaq’s discretionary determinations — none of which are within the Company’s control.