Dave former affiliate plans $20.3M share sale

Former affiliate Yadin Rozov files a Rule 144 notice to resell Dave Inc. shares tied to variable pre-paid forward sale contracts.

Rhea-AI Filing Summary

Dave Inc. (DAVE) is the issuer for a Rule 144 notice filed for the account of Yadin Rozov, a former affiliate, covering planned sales of Dave common stock. The notice lists up to 54,782 shares of common stock to be sold through Morgan Stanley Smith Barney LLC, with an aggregate market value of $20,263,544.06 and notes Dave had 11,441,425 shares outstanding as of September 16, 2026.

The filing explains that the shares to be sold are subject to variable pre-paid forward sale contracts between Rozov and Morgan Stanley Bank, N.A., under which Rozov received an upfront cash payment and will be obligated at maturity to deliver a formula-based number of shares (or cash equivalent), with potential for an additional cash payment, and that initial hedging activity will be conducted by or through Morgan Stanley Bank, N.A. It also records prior sales of 11,184 shares of Dave common stock during the past three months.

Key Figures

Shares to be sold under Rule 144: 54,782 shares Aggregate market value of planned sale: $20,263,544.06 Shares outstanding: 11,441,425 shares +3 more

6 metrics

Shares to be sold under Rule 144 54,782 shares Dave Inc. common stock planned for sale for the account of Yadin Rozov

Aggregate market value of planned sale $20,263,544.06 Value associated with the 54,782 Dave Inc. shares covered by the notice

Shares outstanding 11,441,425 shares Dave Inc. common stock outstanding as of September 16, 2026

Shares sold in past three months 11,184 shares Dave Inc. common stock sold on September 8, 2026 for the account of Yadin Rozov

Aggregate amount from recent sale $4,192,780.26 Aggregate sale amount for 11,184 shares sold on September 8, 2026

Date of Rule 144 notice September 16, 2026 Date the notice relating to Dave Inc. common stock was signed

Key Terms

Rule 144, variable pre-paid forward sale contracts, aggregate market value, hedging activity

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

variable pre-paid forward sale contracts financial

"The shares to be sold are subject to variable pre-paid forward sale contracts"

aggregate market value financial

"Common | Morgan Stanley Smith Barney LLC ... | 54782 | 20263544.06"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

hedging activity financial

"Any initial hedging activity in connection with the Contracts will be conducted"

Hedging activity is when a company or investor takes steps to protect themselves from price swings in things like currencies, interest rates, commodities or stock values — similar to buying insurance against bad moves. It matters to investors because hedging can make a company’s future profits and cash flow more predictable (reducing risk) but can also limit upside gains, so disclosures about hedging show how much risk management affects potential returns and volatility.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Form 144 filing disclose for DAVE Inc.?

It discloses that a former affiliate, Yadin Rozov, filed a Rule 144 notice to sell up to 54,782 shares of Dave Inc. common stock through Morgan Stanley Smith Barney LLC, with an aggregate market value of $20,263,544.06, referencing existing variable pre-paid forward sale contracts.

How many DAVE shares are covered by the planned Rule 144 sale?

The notice covers up to 54,782 shares of Dave Inc. common stock. These shares are to be sold through Morgan Stanley Smith Barney LLC, and the aggregate market value reported for this amount is $20,263,544.06.

How many DAVE shares were outstanding as of the Form 144 date?

Shares of Dave Inc. common stock outstanding were 11,441,425 as of September 16, 2026; this is a baseline figure for the company’s capital structure, not the amount being sold under the Rule 144 notice.

What prior DAVE share sales did the Form 144 report for the last three months?

The filing reports that 11,184 shares of Dave Inc. common stock were sold on September 8, 2026, for an aggregate sale amount of $4,192,780.26 during the past three months.

What are the variable pre-paid forward sale contracts mentioned for DAVE stock?

They are contracts between Yadin Rozov and Morgan Stanley Bank, N.A. providing an upfront cash payment to Rozov. At maturity, he must deliver a formula-based number of shares of Dave Inc. (or cash equivalent) and may, under certain circumstances, receive an additional cash payment.

Who will conduct hedging activity related to the DAVE stock contracts?

Any initial hedging activity in connection with the variable pre-paid forward sale contracts on Dave Inc. shares will be conducted by or through Morgan Stanley Bank, N.A., as stated in the notice.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/16/2026 - 05:10 PM Accepted by SEC EDGAR 09/16/2026 - 05:10 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001921268
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	DAVE INC.
SEC File Number	001-40161
Address of Issuer	1265 SOUTH COCHRAN AVENUE LOS ANGELES CALIFORNIA 90019
Phone	8448573283
Name of Person for Whose Account the Securities are To Be Sold	YADIN ROZOV
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Former Affiliate

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	54782	20263544.06	11441425	09/16/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	12/04/2023	Open Market Purchase	Open Market			12941	12/04/2023	Cash
Common	06/09/2023	Open Market Purchase	Open Market			1862	06/09/2023	Cash
Common	05/04/2023	Open Market Purchase	Open Market			1200	05/04/2023	Cash
Common	05/01/2023	Open Market Purchase	Open Market			1200	05/01/2023	Cash
Common	04/24/2023	Open Market Purchase	Open Market			1200	04/24/2023	Cash
Common	04/10/2023	Open Market Purchase	Open Market			20000	04/10/2023	Cash
Common	03/13/2023	Open Market Purchase	Open Market			1149	03/13/2023	Cash
Common	03/10/2023	Open Market Purchase	Open Market			3000	03/10/2023	Cash
Common	03/09/2023	Open Market Purchase	Open Market			2000	03/09/2023	Cash
Common	03/08/2023	Open Market Purchase	Open Market			1000	03/08/2023	Cash
Common	03/07/2023	Open Market Purchase	Open Market			1598	03/07/2023	Cash
Common	03/02/2023	Open Market Purchase	Open Market			1000	03/02/2023	Cash
Common	03/01/2023	Open Market Purchase	Open Market			1000	03/01/2023	Cash
Common	02/27/2023	Open Market Purchase	Open Market			3500	02/27/2023	Cash
Common	02/24/2023	Open Market Purchase	Open Market			1065	02/24/2023	Cash
Common	01/31/2023	Open Market Purchase	Open Market			1067	01/31/2023	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Yadin Rozov 1265 South Cochran Avenue Los Angeles CA 90019	Common	09/08/2026	11184	4192780.26

144: Remarks and Signature

Remarks	The shares to be sold are subject to variable pre-paid forward sale contracts (the Contracts) between Yadin Rozov (Counterparty) and Morgan Stanley Bank, N.A. (MSBNA). The Contracts provide for an up-front cash payment to the Counterparty. At maturity of the Contracts, the Counterparty will be obligated to deliver to MSBNA a number of shares as determined by a formula specified in the Contract (or the cash equivalent thereof) and may, under certain circumstances, receive an additional cash payment. Any initial hedging activity in connection with the Contracts will be conducted by or through MSBNA.
Date of Notice	09/16/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Yardin Rozov
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)