▸ As of December 31, 2025, we were in compliance with all debt covenants under the LOC Security Agreement.· · · · ● 1 ▸ If our subscription sales decrease, certain of our fixed costs, such as for capital equipment, may make it difficult for us to adjust our expenses downward quickly.· · · · ● 1 ▸ We are subject to travel payments-related fraud risks.· · · · ● 1 ▸ We seek to comply with applicable laws, regulations, policies, legal obligations and industry standards and have developed privacy policies, data processing addenda and internal privacy procedures to reflect· · · · ● 1 ▸ Changes in government trade policies, including the imposition of tariffs, could materially adversely affect our results of operations.· · · ● ● 2 ▸ If we are unable to accomplish these tasks, our growth, including our revenue growth, would be harmed.· · · ● ● 2 ▸ The regulatory framework governing the use of AI Technologies is rapidly evolving, and we cannot predict how future legislation and regulation will impact our ability to offer products or services that we develop which leverage AI Technologies.· · · ● ● 2 ▸ The use of generative AI Technologies may produce inaccurate or infringing content, leading to reputational damage and legal challenges.· · · ● ● 2 ▸ We are subject to various risks associated with climate change and other environmental, social, and governance matters.· · · ● ● 2 ▸ We may have exposure to greater than anticipated tax liabilities.· · · ● ● 2 ▸ We rely on a single third-party vendor and travel management company (“TMC”) for Expensify Travel, and if we lose any of these services, our business, results of operations, financial condition and growth prospects could be harmed.· · · ● ● 2 rw ▸ We use third-party AI Technologies and infrastructure which may pose operational and data security risks.· · · ● ● 2 ▸ We use third-party artificial intelligence (“AI”), machine learning, and automated decision-making technologies (collectively, “AI Technologies”) throughout our business, and are making significant investments in this area.· · · ● ● 2 ▸ We use third-party artificial intelligence technologies in our business, and the deployment, use, and maintenance of these technologies involve technological and legal risks.· · · ● ● 2 ▸ Pandemics, epidemics or other health crises may have a negative effect on our business, financial condition, results of operations, cash flows, and liquidity.· · ● ● ● 3 ▸ An economic downturn or economic uncertainty could negatively impact our customers and materially and adversely affect our business, financial condition and results of operations.· ● ● ● ● 4 ▸ Expensify Travel is an important element of our growth strategy, and we believe that, over time, Expensify Travel will be a prominent travel booking solution for SMBs in our core markets. We rely on a single third-· · · ● · 1 ▸ We have derived, and expect to continue to derive, substantially all of our revenue from the sale of subscriptions for our cloud based platform. The market for cloud based software is not as mature as the· · · ● · 1 ▸ Our future success and competitive position depends in part upon our ability to obtain or maintain certain intellectual property used in our platform. We rely primarily on patent, trademark, copyright and trade· · ● · · 1 ▸ In the future, we may sell Class A common stock, convertible securities, or other equity securities, including preferred securities, in one or more transactions at prices and in a manner we determine from· ● · · · 1 ▸ Interest rate fluctuations may affect our results of operations and financial condition.· ● ● ● · 3 ▸ Our business is subscription-based, and customers are not obligated to and may not renew their subscriptions after their existing subscriptions expire. We cannot ensure that customers will renew· ● · · · 1 ▸ The COVID-19 pandemic has materially adversely affected, and may continue to materially and adversely affect, our business and our ability to grow.· ● · · · 1 ▸ The concentrated control is also likely to have the effect of limiting the likelihood of an unsolicited merger proposal, unsolicited tender offer, or proxy contest for the removal of directors. As a result, our· ● · · · 1 ▸ The successful development, introduction and customer acceptance of new features, enhancements, integrations, capabilities and versions of our existing features is costly and time-consuming, and our· ● · · · 1 ▸ America will be the exclusive forum for the resolution of any complaint asserting a cause of action against us or any of our directors, officers, or employees arising under the Securities Act.● · · · · 1 ▸ If we fail to effectively manage our growth, our business and results of operations could be harmed.● ● ● · · 3 ▸ Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.● ● ● ● · 4 ▸ The number and significance of our legal disputes and inquiries have increased as we have grown larger, as our business has expanded in scope and geographic reach, and as our features and services have● · ● · · 2 rw ▸ The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified board members.● ● · · · 2 ▸ We depend on our senior management team, as well as a single professional services firm for a significant portion of our finance function, and the loss of any key employees or our outsourced finance team could adversely affect our business.● · · · · 1 ▸ We experienced rapid growth in periods prior to the COVID-19 pandemic, and those growth rates may not be indicative of our future growth, and we may not be able to maintain profitability.● ● ● · · 3 rw ▸ We experienced rapid growth in recent periods prior to the COVID-19 pandemic. Our business has been impacted by the COVID-19 pandemic, with declines in revenue and paid members due to government-● · · · · 1 ▸ Any of these developments could adversely affect our operating results.● · · ● ● 3 ▸ Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.● · ● · ● 3 ▸ Any litigation against us could be costly and time-consuming to defend.● ● ● ● ● 5 rw ▸ Changes in laws and regulations related to the Internet or changes in the internet infrastructure itself may diminish the demand for our applications, and could have a negative impact on our business.● ● ● ● ● 5 ▸ Future sales of our Class A common stock in the public market could cause our share price to fall.● ● ● ● ● 5 ▸ If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.● ● ● ● ● 5 ▸ If securities or industry analysts do not continue to publish research or publish unfavorable research about our business, our stock price and trading volume could decline.● ● ● ● ● 5 ▸ If we are unable to protect our intellectual property rights, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.● ● ● ● ● 5 ▸ If we experience excessive fraudulent activity, we could incur substantial costs and lose the right to accept credit cards for payment, which could cause our customer base to decline significantly.● ● ● ● ● 5 ▸ If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards and changing customer needs or preferences, our platform may become less competitive.● ● ● ● ● 5 ▸ If we fail to manage our technical operations infrastructure, or experience service outages, interruptions, or delays in the deployment of our platform, our results of operations may be harmed.● ● ● ● ● 5 ▸ If we fail to offer a high-quality customer experience, our business and reputation will suffer.● ● ● ● ● 5 ▸ Increases in interest rates may cause the market price of our Class A common stock to decline.● ● ● ● ● 5 ▸ Our amended and restated bylaws provide that we will indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law.● ● ● ● ● 5 ▸ Our business and financial performance may differ from any projections that we disclose or any information that may be attributed to us by third parties.● ● ● ● ● 5 ▸ Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to expand our base of customers may be impaired, and our business and results of operations will be harmed.● ● ● ● ● 5 ▸ Our business is substantially dependent upon the continued development of the market for, and acceptance of, cloud based software features.● ● ● ● ● 5 ▸ Our culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the high employee engagement fostered by our culture, which could harm our business.● ● ● ● ● 5 ▸ Our employees, commercial partners and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.● ● ● ● ● 5 ▸ Our international operations subject us to potentially adverse tax consequences.● ● ● ● ● 5 ▸ Our payments services and our Expensify Card are targets for illegal or improper uses, and our risk management efforts may not be effective, which could expose us to losses and liability and otherwise harm our business.● ● ● ● ● 5 ▸ Our proprietary rights may be difficult to enforce, which could enable others to copy or use aspects of our platform without compensating us and negatively affect our business.● ● ● ● ● 5 ▸ Our quarterly and annual results of operations have fluctuated in the past and may fluctuate significantly in the future and may not meet our expectations or those of investors or securities analysts.● ● ● ● ● 5 ▸ Our share price may be volatile.● ● ● ● ● 5 ▸ Our use of “open source” and third-party software could impose unanticipated conditions or restrictions on our ability to commercialize our features and could subject us to possible litigation.● ● ● ● ● 5 ▸ group Risks Related to Our Business● ● ● ● ● 5 ▸ group Risks Related to Ownership of Our Class A Common Stock● ● ● ● ● 5 ▸ Risks Related to the Multiple Class Structure of Our Common Stock and the Voting Trust Agreement● ● ● ● ● 5 ▸ Sales to customers outside the United States and our international operations expose us to risks inherent in international sales and operations.● ● ● ● ● 5 ▸ The multiple class structure of our common stock features certain provisions that are novel or uncommon among other corporations with multiple class structures.● ● ● ● ● 5 ▸ These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.● ● ● ● ● 5 ▸ Third parties may claim that our platform infringes their intellectual property rights and this may create liability for us or otherwise adversely affect our business, operating results and financial condition.● ● ● ● ● 5 ▸ We cannot predict the impact our capital structure, governance structure, and the concentrated control by the Voting Trust may have on our stock price or business.● ● ● ● ● 5 ▸ We could be required to collect additional sales, use, value-added and other indirect taxes, or be subject to other tax liabilities in various jurisdictions, which could adversely affect our results of operations.● ● ● ● ● 5 ▸ We do not intend to pay dividends for the foreseeable future.● ● ● ● ● 5 ▸ We expect to continue to make substantial investments and expenditures related to the growth of our business.● ● ● ● ● 5 ▸ We face exposure to foreign currency exchange rate fluctuations.● ● ● ● ● 5 ▸ We face significant competition, the market in which we operate is rapidly evolving, and if we do not compete effectively, our results of operations and financial condition could be harmed.● ● ● ● ● 5 ▸ We license technology from third parties, and our inability to maintain those licenses could harm our business.● ● ● ● ● 5 ▸ We may be adversely affected by global economic and political instability.● ● ● ● ● 5 ▸ We may fail to accurately predict the optimal pricing strategies necessary to attract new customers, retain existing customers and respond to changing market conditions.● ● ● ● ● 5 ▸ We may need additional capital, and we cannot be sure that additional financing will be available.● ● ● ● ● 5 ▸ We may not successfully develop or introduce new features, enhancements, integrations, capabilities and versions of our existing features that achieve market acceptance, and our business could be harmed and our revenue could suffer as a result.● ● ● ● ● 5 ▸ We must continue to attract and retain highly qualified personnel, including an on-demand workforce in certain jurisdictions and for certain aspects of our business, to continue to execute on our business strategy and growth plans.● ● ● ● ● 5 ▸ We rely on a single third-party vendor, issuing bank and card network for our Expensify Card, and if we lose any of these services, our business, results of operations, financial condition and growth prospects could be harmed.● ● ● ● ● 5 
