DAVE INC SEC Filings

Dave Inc. Chief Executive Officer Jason Wilk reported a tax-related share disposition connected to restricted stock unit vesting. On March 4, 2026, 6,678 shares of Dave Inc. Class A common stock were withheld by the company at a value of $210.67 per share to cover tax obligations upon RSU vesting, rather than being sold in the open market.

After this withholding, Wilk directly owned 203,783 shares of Class A common stock and indirectly held an additional 47,882 shares through a trust. The filing reflects administrative equity compensation and tax treatment, not a discretionary market transaction.

Dave Inc. is raising capital through a private offering of $175 million aggregate principal amount of 0% Convertible Senior Notes due 2031, with an additional $25 million option for the initial purchasers. The notes are being sold to qualified institutional buyers under Rule 144A and are senior unsecured obligations.

Dave estimates net proceeds of about $168.0 million, which it plans to use to fund roughly $15.1 million of capped call transactions, repurchase approximately 334,000 shares of common stock for about $70.5 million, and for general corporate purposes including further share repurchases. The notes carry an initial conversion rate of 3.5825 shares per $1,000 (about $279.13 per share), a 32.5% premium to the $210.67 stock price on March 4, 2026, and are supported by capped calls initially capped at $421.34 per share.

Dave Inc. plans a private offering of $150 million principal amount of Convertible Senior Notes due 2031, with an option for initial purchasers to buy an additional $22.5 million of notes. The notes are senior unsecured, pay interest semi-annually, and mature on April 1, 2031, unless earlier converted, redeemed or repurchased.

The notes may be converted into cash and, at Dave’s election, cash, Class A common stock or a combination for any amount above principal. Dave intends to use net proceeds to fund capped call transactions, repurchase common stock and for general corporate purposes, including further buybacks. Dave also plans capped call hedging with financial institutions and expects to repurchase shares concurrently with pricing, which could influence the trading price of its stock and the notes.

Dave Inc. reported very strong fourth quarter and full-year 2025 results, highlighted by rapid growth and rising profitability. Q4 revenue rose 62% year-over-year to $163.7 million, while Q4 net income jumped 292% to $66.0 million and adjusted EBITDA reached $72.9 million, up 118%.

For full-year 2025, revenue grew 60% to $554.2 million, net income increased 238% to $195.9 million, and adjusted EBITDA climbed 162% to $226.7 million, with non-GAAP gross profit margin improving to 72%. Management issued 2026 guidance for revenue of $690–$710 million, implying 25–28% growth, and adjusted EBITDA of $290–$305 million.

The board authorized a new share repurchase program of up to $300 million of Class A common stock, replacing a prior $125 million authorization that had about $113.2 million remaining. Dave also amended employment agreements for CEO Jason Wilk and CFO/COO Kyle Beilman, enhancing performance-based equity treatment on certain terminations and change-in-control events, and raising Mr. Beilman’s base salary and incentive targets.

Dave Inc. provides an in-depth annual overview of its neobank business, strategy, and regulatory environment for the year ended December 31, 2025. The company operates a mobile-first platform focused on Americans living paycheck to paycheck, offering ExtraCash advances, fee-free checking, and financial tools.

Since launch, over 19 million people have signed up, with more than 14 million using at least one product, and Members have received over $22 billion in ExtraCash, which offers up to $500 of short-term credit with no interest or late fees. In 2025 Dave shifted ExtraCash to a mandatory 5% service fee structure and raised its monthly membership fee from $1 to $3 for new Members to improve unit economics.

Dave highlights its AI-powered underwriting engine CashAI, updated to version 5.5 in 2025 to improve risk ranking and approval amounts, and embeds AI in fraud detection and support via DaveGPT. The company is transitioning its banking relationships so new Members are onboarded to Coastal Community Bank, supported by lower processing fees under an amended Galileo agreement. Dave also details its virtual-first workforce of about 280 employees, extensive U.S. regulatory obligations, and a broad risk-factor set tied to credit performance, technology, competition, bank-partner dependence, and evolving consumer-protection and data-privacy rules.

Dave Inc. director Nima Khajehnouri filed an initial ownership report on Form 3. This filing establishes him as a reporting insider of the company but does not list any stock transactions, share acquisitions, or dispositions. It is an administrative disclosure rather than a trading event.

Hood River Capital Management LLC filed an amended Schedule 13G reporting beneficial ownership of 1,115,931 shares of Dave Inc. common stock, representing 9.15% of the class as of the stated event date. Hood River reports no voting power over these shares but has sole power to dispose of them.

The firm states the holdings were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Dave Inc., indicating a passive investment stance under the applicable SEC rules.

Dave Inc. furnished an update on its business by issuing a press release with certain preliminary financial results for the quarter and year ended December 31, 2025. These figures are based on current estimates and remain subject to completion of financial statement closing procedures, so final results may differ.

The press release, dated February 5, 2026, is provided as Exhibit 99.1 and is incorporated by reference. The company states that this information is being furnished, not filed, which limits its exposure to certain Exchange Act liabilities.