[Form 4] Dave Inc./DE Insider Trading Activity

Rhea-AI Filing Summary

Jason Wilk, Chief Executive Officer and Director of Dave Inc. (DAVE) reported transactions dated 09/19/2025. He acquired 81,693 shares of Class V common stock at a $0 conversion price; those Class V shares are convertible one-for-one into Class A common stock and have no expiration. On the same date he sold a total of 81,693 shares of Class A common stock in multiple transactions executed pursuant to a Rule 10b5-1 trading plan adopted May 30, 2025—75,151 shares at a weighted average price of $230.21 (range $230.00–$231.00) and 6,542 shares at a weighted average price of $231.13 (range $231.00–$231.88).

After these reported transactions, the Form 4 shows Mr. Wilk beneficially owned 217,854 shares of Class A common stock (direct), 47,882 shares indirectly through a trust, and reported 1,314,082 derivative shares

Positive

• Sales executed under a Rule 10b5-1 trading plan, indicating preauthorized compliance with insider trading rules
• Acquisition of Class V shares convertible one-for-one into Class A, preserving potential future equity exposure without immediate cash outlay

Negative

• Disposal of 81,693 Class A shares reduced direct Class A holdings to 217,854 shares, representing a material insider sale on the reported date
• Conversion and derivative positions (1,314,082 shares reported) could have governance or dilution implications depending on charter-triggered conversion events

Insights

Securities Analyst

TL;DR: CEO executed preplanned sales while receiving convertible Class V shares that can increase Class A exposure.

Mr. Wilk's sales were disclosed as executed under a Rule 10b5-1 trading plan, which typically signals preauthorized, non-discretionary dispositions and reduces likelihood of opportunistic insider timing. Concurrently acquiring Class V shares convertible one-for-one into Class A stock at $0 preserves potential future economic exposure to the issuer while shifting the form of ownership. The Form 4 lists material post-transaction positions: 217,854 Class A shares direct, 47,882 indirect via trust, and 1,314,082 derivative shares reported as beneficially owned after the derivative transaction. These are disclosure-level movements important for share count and insider ownership analysis.

Corporate Governance Expert

TL;DR: Transactions comply with a documented 10b5-1 plan; conversion features and zero exercise price warrant attention for dilution and governance review.

The filing explicitly states the sales were made pursuant to a 10b5-1 plan adopted May 30, 2025, which supports compliance with insider trading rules. The acquired Class V shares convert one-for-one into Class A shares, have no expiration, and convert automatically upon certain charter-specified events; these terms could affect future voting and economic ownership. The Form 4 is properly signed by an attorney-in-fact and provides weighted-average sale price ranges as required. No amendment date or additional qualifiers are provided beyond the explanations in the filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wilk Jason

(Last) (First) (Middle)

C/O DAVE INC.

1265 SOUTH COCHRAN AVENUE

(Street)

LOS ANGELES CA 90019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dave Inc./DE [ DAVE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/19/2025		M		81,693	A	$0(1)	299,547	D
Class A Common Stock	09/19/2025		S(2)		75,151	D	$230.21(3)	224,396	D
Class A Common Stock	09/19/2025		S(2)		6,542	D	$231.13(4)	217,854	D
Class A Common Stock								47,882	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class V Common Stock	(1)	09/19/2025		M			81,693	(1)	(1)	Class A Common Stock	81,693	$0	1,314,082	D

Explanation of Responses:

1. Shares of Class V Common Stock (i) are convertible into shares of Class A Common Stock at the option of the holders of Class V Common Stock at any time upon written notice to the Issuer on a one-for-one basis, (ii) have no expiration date and (iii) will automatically convert into shares of Class A Common Stock immediately prior to the close of business on the earliest to occur of certain events specified in the Issuer's charter.

2. The sales reported in this row were executed pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 30, 2025.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $230.00 to $231.00, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.00 to $231.88, inclusive.

	/s/ Joan Aristei as Attorney-in-Fact for Jason Wilk	09/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Jason Wilk (DAVE) report on 09/19/2025?

He acquired 81,693 Class V shares (convertible one-for-one into Class A) and sold 81,693 Class A shares in multiple transactions under a 10b5-1 plan.

Were the sales by Jason Wilk part of a 10b5-1 plan?

Yes. The filing states the sales were executed pursuant to a Rule 10b5-1 trading plan adopted May 30, 2025.

What prices were reported for the Class A share sales?

Sales were reported at weighted-average prices: 75,151 shares at $230.21 (range $230.00–$231.00) and 6,542 shares at $231.13 (range $231.00–$231.88).

How many Class A shares does Mr. Wilk beneficially own after the transactions?

The Form 4 shows 217,854 Class A shares (direct) and 47,882 indirectly by trust following the reported transactions.

What is the nature of the Class V shares acquired?

The filing explains Class V shares are convertible into Class A on a one-for-one basis, have no expiration date, and will automatically convert upon certain charter events.