Dave founder Wilk reports 11.8% stake, $10.9M forward

Founder Jason Wilk now reports 11.8% beneficial ownership of DAVE and has entered a $10.9 million variable prepaid forward on 37,090 pledged Class A shares maturing in 2029.

Rhea-AI Filing Summary

Dave Inc. (DAVE) discloses that founder and reporting person Jason Wilk has amended his Schedule 13D (Amendment No. 3), reporting beneficial ownership of 1,530,172 shares of Class A Common Stock, representing 11.8% of the class, including shares issuable from options and conversion of Class V Common Stock.

On September 11, 2026, Wilk entered into a variable prepaid forward contract on 37,090 Class A shares, receiving an upfront cash payment of $10.9 million and pledging these shares as collateral while retaining voting rights until a settlement date on or about August 30, 2029, when he may settle in cash or deliver shares based on a formula tied to the share price between $319.33 and $481.48. Since the prior amendment, he acquired 68,208 shares through equity awards and, on September 2, 2026, had 7,809 RSU shares withheld to satisfy tax obligations.

Filing Explained

The amendment confirms the earlier Rule 10b5-1 sales plan ended in September 2025; current ownership still includes conversion and option rights.

The September 11, 2026 forward contract remains subject to settlement on or about August 30, 2029: 37,090 shares are pledged as collateral, voting rights remain with Wilk, and delivery or cash settlement has not yet occurred.

The amendment breaks his 11.8% beneficial ownership into 1,314,082 shares issuable on Class V conversion, 179,000 shares issuable on options, and 37,090 shares, clarifying that the disclosed stake includes conversion and option rights alongside pledged shares rather than a completed transfer.

It also reports that the May 30, 2025 Rule 10b5-1 plan sold 15,359, 2,948, and 81,693 shares in September 2025 and terminated on September 19, 2025; those transactions are historical plan activity, not a current plan disclosed here.

Key Figures

Beneficial ownership: 1,530,172 shares Ownership percentage: 11.8% Prepaid forward upfront payment: $10.9 million +5 more

8 metrics

Beneficial ownership 1,530,172 shares Class A Common Stock beneficially owned by Jason Wilk as reported in Amendment No. 3

Ownership percentage 11.8% Percentage of outstanding Class A Common Stock represented by Jason Wilk’s beneficial ownership

Prepaid forward upfront payment $10.9 million Cash payment received by Jason Wilk under the variable prepaid forward contract

Shares pledged under forward contract 37,090 shares Class A shares pledged as Subject Shares securing the variable prepaid forward contract

Minimum Price in forward contract $319.33 Minimum Price used in the share-delivery formulas at the Maturity Date

Maximum Price in forward contract $481.48 Maximum Price used in the share-delivery formulas at the Maturity Date

Shares outstanding baseline 11,441,425 shares Class A shares outstanding as of June 30, 2026, used to compute Wilk’s 11.8% stake

RSU tax withholding shares 7,809 shares Shares withheld and disposed to the issuer on September 2, 2026 for tax withholding on RSU vesting

Key Terms

Schedule 13D, variable prepaid forward contract, Rule 10b5-1 trading plan, restricted stock units, +1 more

5 terms

Schedule 13D regulatory

"This Amendment No. 3 amends and supplements the statement on Schedule 13D"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

variable prepaid forward contract financial

"the Reporting Person entered into a variable prepaid forward contract"

Rule 10b5-1 trading plan regulatory

"sold the following shares of Class A common stock pursuant to the Reporting Person's Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"withheld to satisfy tax withholding upon the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

beneficial ownership financial

"The Reporting Person has beneficial ownership of 1,530,172 shares of Class A Common Stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

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

What ownership stake in DAVE does Jason Wilk report in this Schedule 13D/A?

Jason Wilk reports beneficial ownership of 1,530,172 shares of Dave Inc. Class A Common Stock, representing approximately 11.8% of the outstanding Class A shares, including shares issuable upon option exercise and conversion of his Class V Common Stock.

What variable prepaid forward contract did Jason Wilk enter into on DAVE shares?

On September 11, 2026, Jason Wilk entered a variable prepaid forward contract with an unaffiliated counterparty, pledging 37,090 Class A shares and receiving an upfront payment of $10.9 million, with settlement on or about August 30, 2029 in cash or shares.

How is the number of DAVE shares delivered under the forward contract determined?

If not settled in cash, delivered shares depend on the DAVE share price at maturity: formulas reference a Minimum Price of $319.33, a Maximum Price of $481.48, and the settlement price, with differing share delivery calculations above, between, or below those thresholds.

How many DAVE shares did Jason Wilk gain from equity awards since the prior amendment?

Since Amendment No. 2, Jason Wilk acquired beneficial ownership of 68,208 DAVE Class A shares through grants and/or vesting of equity awards under the company’s equity plan.

What DAVE-related tax withholding transaction does Jason Wilk report?

Jason Wilk reports that on September 2, 2026 he disposed of 7,809 DAVE Class A shares to the issuer, at $372.85 per share, withheld to satisfy tax withholding obligations upon vesting of restricted stock units.

What is the total DAVE share base used to calculate Jason Wilk’s 11.8% ownership?

The 11.8% figure is based on 11,441,425 DAVE Class A shares outstanding as of June 30, 2026, plus 179,000 shares issuable upon Wilk’s option exercise and 1,314,082 shares issuable upon conversion of his Class V Common Stock.

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

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Available on EDGAR 09/15/2026 - 05:00 PM Accepted by SEC EDGAR 09/15/2026 - 05:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Dave Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

23834J102

(CUSIP Number)

Jason Wilk
c/o Dave Inc., 1265 South Cochran Ave,
Los Angeles, CA, 90019
(844) 857-3283

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 23834J102

1

Name of reporting person

Jason Wilk

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,530,172.00
8	Shared Voting Power
9	Sole Dispositive Power 1,530,172.00
10	Shared Dispositive Power

11

Aggregate amount beneficially owned by each reporting person

1,530,172.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Dave Inc.
(c)	Address of Issuer's Principal Executive Offices: 1265 South Cochran Ave, Los Angeles, CALIFORNIA , 90019.
Item 1 Comment: Explanatory Note - This Amendment No. 3 ("Amendment No. 3") amends and supplements the statement on Schedule 13D filed on January 26, 2022, as amended by Amendment No. 1 filed on March 17, 2025, and Amendment No. 2 filed on June 17, 2025 (collectively, the "Schedule 13D"). Except as set forth herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. This Amendment No. 3 is being filed to report that on September 11, 2026, the Reporting Person entered into a variable prepaid forward contract (the "Forward Contract") with an unaffiliated counterparty.
Item 3.	Source and Amount of Funds or Other Consideration
	Since the date of Amendment No. 2 to this Schedule 13D, the Reporting Person has acquired beneficial ownership of 68,208 shares of Class A Common Stock due to grants and/or vesting of equity awards under the Issuer's equity plan.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On September 11, 2026, the Reporting Person entered into the Forward Contract with an unaffiliated counterparty. The Forward Contract obligates the Reporting Person to deliver shares of Class A Common Stock or, at the Reporting Person's election subject to certain conditions, settle the contract in cash, on a settlement date on or about August 30, 2029 (the "Maturity Date"). In exchange, the Reporting Person will receive an upfront cash payment of $10.9 million. The Reporting Person pledged 37,090 shares of Class A Common Stock (the "Subject Shares") to secure his obligations under the contract. The Reporting Person will retain all voting rights in the Subject Shares during the term of the pledge. If the Reporting Person does not elect to settle the contract in cash, the number of shares of Class A Common Stock that may be delivered by the Reporting Person following the Maturity Date will generally be determined as follows: (a) if the closing price of shares of Class A Common Stock on the Maturity Date (the "Settlement Price") is less than $481.48 (the "Maximum Price") but greater than $319.33 (the "Minimum Price"), the Reporting Person will deliver a number of shares of Class A Common Stock equal to the Subject Shares multiplied by a ratio equal to the Minimum Price divided by the Settlement Price; (b) if the Settlement Price is equal to or greater than the Maximum Price on the Maturity Date, the Reporting Person will deliver a number of shares of Class A Common Stock equal to the Subject Shares multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Minimum Price and (B) the excess, if any, of the Settlement Price over the Maximum Price, and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Minimum Price on the Maturity Date, the Reporting Person will deliver a number of shares of Class A Common Stock equal to the Subject Shares. The above description of the Forward Contract does not purport to be complete and is qualified in its entirety by reference to the form of such agreement, which is filed as an exhibit hereto and incorporated herein by reference. In September 2025, the Reporting Person sold the following shares of Class A common stock pursuant to the Reporting Person's Rule 10b5-1 trading plan entered into on May 30, 2025 (the "Second Plan"): (i) an aggregate of 15,359 shares on September 12, 2025, (ii) an aggregate of 2,948 shares on September 15, 2025, and (iii) an aggregate of 81,693 shares on September 19, 2025. As a result of these sales, the Second Plan was terminated on September 19, 2025.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(b) of the Schedule 13D are hereby amended and restated as follows: The Reporting Person has beneficial ownership of 1,530,172 shares of Class A Common Stock, which consists of (i) 1,314,082 shares of Class A Common Stock issuable upon conversion of the Reporting Person's shares of Class V Common Stock, (ii) 37,090 shares of Class A Common Stock, and (iii) 179,000 shares of Class A Common Stock issuable upon exercise of options exercisable within 60 days. The percentage of beneficial ownership is approximately 11.8% of the outstanding shares of Class A Common Stock. The percentage was calculated based on the sum of (a) 11,441,425 shares of Class A Common Stock outstanding, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the Securities and Exchange Commission on August 5, 2026, (b) 179,000 shares of Class A common stock issuable upon exercise of the Reporting Person's options, and (c) 1,314,082 shares of Class A Common Stock issuable upon conversion of the Reporting Person's shares of Class V Common Stock.
(b)	The information set forth in rows 7 through 10 of the cover page to this Schedule 13D is incorporated by reference.
(c)	The Reporting Person has not engaged in any transaction during the past 60 days involving shares of Class A Common Stock, except for the disposition to the Issuer on September 2, 2026 of 7,809 shares of Class A Common Stock, calculated based on $372.85 per share, withheld to satisfy tax withholding upon the vesting of restricted stock units.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following: The information in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1: Form of Stock Purchase Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Jason Wilk

Signature:	/s/ Jason Wilk
Name/Title:	Jason Wilk
Date:	09/15/2026