Dave Inc DEF 14A, filed Apr 20, 2026

Dave Inc. (DAVE)

DEF 14A 2026-04-20 For: 2026-04-20

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Added on June 12, 2026

About this DEF 14A

Dave Inc filed this DEF 14A on April 20, 2026.

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☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12



Payment of Filing Fee (Check all boxes that apply):
☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Time and Date:			June 2, 2026 at 9:00 a.m. Pacific Time.
Place:			The Annual Meeting will be held via live webcast on the Internet at www.virtualshareholdermeeting.com/DAVE2026.
Items of Business:			1. Elect the Class II director listed in the accompanying proxy statement to serve a three-year term expiring at the 2029 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier death, resignation, disqualification or removal. 2. To provide advisory approval of Dave’s executive compensation. 3. To provide an advisory vote on the frequency of future advisory votes on Dave’s executive compensation. 4. Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Dave Inc. for the fiscal year ending December 31, 2026. 5. Transact any other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
Record Date:			Only stockholders of record at the close of business on April 13, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.
Meeting Admission:			All stockholders as of the record date, or their duly appointed proxies, may attend the virtual meeting. In order to be able to attend the meeting, you will need the 12-digit control number, which is located on your Notice, on your proxy card, or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.virtualshareholdermeeting.com/DAVE2026.
Proxy Voting:			Holders of our Class A common stock are entitled to one vote for each share held as of the above record date. Holders of our Class V common stock are entitled to ten votes for each share held as of the above record date. Holders of our Class A common stock and Class V common stock will vote together as a single class on all matters described in this proxy statement. Our Class A common stock and Class V common stock are sometimes collectively referred to in this proxy statement as our “common stock.” If you are a stockholder of record, please vote via the Internet or, for shares held in street name, please vote in accordance with the voting instruction form you receive from your broker or nominee as soon as possible so your shares can be voted at the meeting. You may submit your voting instruction form by mail. If you are a stockholder of record, you may also vote by telephone or by submitting a proxy card by mail. If your shares are held in street name, you will receive instructions from your broker or other nominee explaining how to vote your shares, and you may also have the choice of instructing the record holder as to the voting of your shares over the Internet or by telephone. Follow the instructions on the voting instruction form you received from your broker or nominee. For questions regarding your stock ownership, you may contact us through our Investor Relations section of our website at investors.dave.com or, if you are a registered holder, contact our transfer agent, Continental Stock Transfer & Trust Company, through its website at www.continentalstock.com or by phone at (212) 509-4000.


INFORMATION ABOUT SOLICITATION AND VOTING	1
INTERNET AVAILABILITY OF PROXY MATERIALS	1
QUESTIONS AND ANSWERS ABOUT THE MEETING	1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	8
Corporate Governance Guidelines	8
Board Leadership Structure	8
Lead Independent Director	8
Our Board’s Role in Risk Oversight	9
Independence of Directors; Controlled Company Exemption	9
Committees of Our Board	9
Audit Committee	9
Compensation Committee	10
Nominating and Corporate Governance Committee	10
Compensation Committee Interlocks and Insider Participation	11
Board and Committee Meetings and Attendance	11
Communication with Directors	11
Code of Business Conduct and Ethics	11
Insider Trading Policy	11
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS	12
Nomination to the Board	12
Director Qualifications	12
DIRECTOR COMPENSATION	13
Director Compensation Table	13
Non-Employee Director Compensation Arrangements	13
COMPENSATION DISCUSSION AND ANALYSIS	15
Introduction	15
Executive Summary	15
Compensation Design	16
Executive Compensation Decision-Making Process	17
2025 Named Executive Officer Compensation	18
Other Compensation Practices, Policies & Guidelines	21
REPORT OF THE COMPENSATION COMMITTEE	23
EXECUTIVE COMPENSATION	24
2025 Summary Compensation Table	24
Grants of Plan-Based Awards	25
Outstanding Equity Awards at Fiscal Year-End	26
Option Exercises and Stock Vested	27
Executive Compensation Arrangements	27
Jason Wilk Employment Agreement	27
Kyle Beilman Employment Agreement	28
Potential Payments Upon Termination or Change in Control	29
Pay Versus Performance	32
Adjustments to Calculate Compensation Actually Paid	33
Relationship Between Pay and Performance	34
PROPOSAL ONE: ELECTION OF DIRECTORS	36
Nominee to Our Board	36


Continuing Directors	37
Family Relationships	38
PROPOSAL TWO: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	39
PROPOSAL THREE: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON DAVE’S EXECUTIVE COMPENSATION	40
PROPOSAL FOUR: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	41
Independent Registered Public Accounting Firm Fees and Services	41
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	41
REPORT OF THE AUDIT COMMITTEE	42
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	43
EQUITY COMPENSATION PLAN INFORMATION	45
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	46
Investor Rights Agreement and Lock-Up Arrangements	46
Financing Agreement	46
Lease Agreements	47
Legal Services	48
Indemnification Agreements	48
Related Party Transactions Policy	48
DELINQUENT SECTION 16(a) REPORTS	48
ADDITIONAL INFORMATION	48
OTHER MATTERS	49


Q:	What is the purpose of the meeting?
A:	At the meeting, stockholders will act upon the proposals described in this Proxy Statement. In addition, following the formal portion of the meeting, management will be available to respond to questions from stockholders.
Q:	What proposals are scheduled to be voted on at the meeting?
A:	Stockholders will be asked to vote on the following four proposals at the meeting: 1. To elect Dan Preston as a Class II director to serve for a term of three years and until his successor is duly elected and qualified or until his earlier death, resignation, disqualification or removal; 2. To provide advisory approval of Dave’s executive compensation; 3. To provide an advisory vote on the frequency of future advisory votes on Dave’s executive compensation; and 4. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
Q:	Could matters other than Proposals One, Two, Three, and Four be decided at the meeting?
A:	Our bylaws require that we receive advance notice of any proposal to be brought before the meeting by stockholders of Dave, and we have not received notice of any such proposals. If any other matter were to come before the meeting, the proxy holders appointed by our Board will have the discretion to vote on those matters for you.
Q:	How does the Board recommend I vote on these proposals?
A:	Our Board recommends that you vote your shares: • “FOR” the nominee to the Board (“Proposal One”); • “FOR” the advisory approval of Dave’s executive compensation (“Proposal Two”); • “ONE YEAR” for the advisory vote on the frequency of future advisory votes on Dave’s executive compensation (“Proposal Three”); and • “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal Four”).
Q:	Who may vote at the Annual Meeting?
A:	Stockholders of record as of the close of business on April 13, 2026 (the “Record Date”) are entitled to receive notice of, to attend and participate, and to vote at the Annual Meeting. At the close of business on the Record Date, there were 11,499,286 shares of Class A common stock and 1,314,082 shares of Class V common stock outstanding and entitled to vote. In addition to holders of record of common stock, beneficial owners of shares of common stock held in “street name” as of the Record Date can vote by following the instructions provided by their broker, bank, trust or other street name holders.
Q:	How do I vote?
A:	You may vote by mail or follow any alternative voting procedure (such as telephone or internet voting) described on your proxy card. To use an alternative voting procedure, follow the instructions on the proxy card or voting instructions that you receive. The procedures for voting are as follows: Stockholder of Record: Shares Registered in Your Name If you are a stockholder of record, you may: • vote by telephone or through the Internet - in order to do so, please follow the instructions shown on the Notice or your proxy card; • vote by mail - if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and return it before the meeting in the pre-paid envelope provided; or • vote at the Annual Meeting virtually - you may participate in the Annual Meeting online at www.virtualshareholdermeeting.com/DAVE2026 and vote your shares electronically before the


	polls close during the Annual Meeting. To participate and vote in the Annual Meeting, you will need the control number included on your Notice or proxy card. Votes submitted by telephone or through the Internet must be received by 11:59 p.m. Eastern Time, on June 1, 2026. Submitting your proxy, whether by telephone, through the Internet or by mail if you requested or received a paper proxy card, will not affect your right to vote at the meeting should you decide to attend and participate in the meeting virtually. Beneficial Owner: Shares Registered in the Name of a Broker or Other Nominee If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to vote your shares. You may also vote your shares at the Annual Meeting at www.virtualshareholdermeeting.com/DAVE2026 before the polls close. To participate and vote in the Annual Meeting, you will need the control number included on the voting instructions you receive from your nominee. Your vote is important. Whether or not you plan to participate in the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.
Q:	How do I vote by internet or telephone?
A:	If you wish to vote by the Internet or telephone, you may do so by following the voting instructions you received or on the Notice or your proxy card. Please have each voting instructions, the Notice or proxy card you received in hand when you vote over the Internet or by telephone as you will need information specified therein to submit your vote. The giving of such a telephonic or internet proxy will not affect your right to vote at the meeting (as detailed above) should you decide to attend the meeting virtually. The telephone and internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly.
Q:	What shares can I vote?
A:	Each share of Class A common stock and Class V common stock issued and outstanding as of the close of business on April 13, 2026 is entitled to vote on all items being voted on at the meeting. You may vote all shares owned by you as of such date, including (i) shares held directly in your name as the stockholder of record, and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.
Q:	How many votes am I entitled to per share?
A:	Each holder of shares of (i) Class A common stock is entitled to one vote for each share of Class A common stock held as of the Record Date and (ii) Class V common stock is entitled to ten votes for each share of Class V common stock held as of the Record Date.
Q:	What is the quorum requirement for the meeting?
A:	The holders of a majority of the voting power of the shares of our Class A common stock and Class V common stock (voting together as a single class) entitled to vote at the Annual Meeting as of the Record Date must be present in person or represented by proxy at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote virtually at the Annual Meeting or if you have properly submitted a proxy.
Q:	How are abstentions and broker non-votes treated?
A:	Abstentions (i.e., shares present at the Annual Meeting and marked “abstain”) are deemed to be shares presented or represented by proxy and entitled to vote, and are counted for purposes of determining whether a quorum is present. A broker non-vote occurs when the beneficial owner of shares fails to provide the broker, bank or other nominee that holds the shares with specific instructions on how to vote on any “non-routine” matters brought to a vote at the stockholders meeting. In this situation, the broker, bank or other nominee will not


	vote on the “non-routine” matter. Broker non-votes are counted for purposes of determining whether a quorum is present. For Proposal One, Proposal Two, and Proposal Three, abstentions and broker non-votes are not treated as votes cast and, therefore, will have no effect on the outcome of the vote. For Proposal Four, we do not expect to have any broker non-votes because it is considered a “routine” matter, as described below. Note that if you are a beneficial holder, brokers and other nominees will be entitled to vote your shares on “routine” matters without instructions from you. The only proposal that would be considered “routine” in such event is the proposal for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal Four). A broker or other nominee will not be entitled to vote your shares on any “non-routine” matters, absent instructions from you. This year, “non-routine” matters relate to the election of directors (Proposal One), the advisory vote to approve Dave’s executive compensation (Proposal Two), and the advisory vote on the frequency of future advisory votes on Dave’s executive compensation (Proposal Three). Accordingly, we encourage you to provide voting instructions to your broker or other nominee whether or not you plan to attend the meeting.
Q:	What is the vote required for each proposal?
A:	The votes required to approve each proposal are as follows:


Proposal		Vote Needed for Approval and Effect of Abstentions and Broker Non-Votes
Proposal One
The election of one Class II director to serve for a term of three years and until his respective successor is duly elected and qualified.		Our amended and restated bylaws (“Bylaws”) state that, to be elected, a nominee must receive a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors at the annual meeting. “Plurality” means that the individuals who receive the highest numbers of votes cast “FOR” are elected as directors. As a result, any shares not voted “FOR” a particular nominee (whether as a result of abstentions or broker non-votes) will have no effect on the outcome of this proposal.
Proposal Two
Advisory approval of Dave’s executive compensation.		The advisory vote to approve Dave’s executive compensation will be approved if the votes cast in favor of the proposal exceed the votes cast opposing the proposal. Abstentions and broker non-votes are not treated as votes cast and, therefore, will have no effect on the outcome of this proposal.
Proposal Three
Advisory vote on the frequency of future advisory votes on Dave’s executive compensation.		The option of every one year, every two years or every three years that receives the highest number of votes cast will be the frequency that is recommended by the stockholders. Abstentions and broker non-votes are not treated as votes cast and, therefore, will have no effect on the outcome of this proposal.
Proposal Four
Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.		The ratification of the appointment of Deloitte & Touche LLP will be approved if the votes cast in favor of the proposal exceed the votes cast opposing the proposal. Abstentions are not treated as votes cast and, therefore, will have no effect on the outcome of this proposal. We do not expect to have any broker non-votes on this proposal.


Q:	If I submit a proxy, how will it be voted?
A:	When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board as described above. If any matters not described in the Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described below under “Can I change my vote or revoke my proxy?”
Q:	What should I do if I get more than one proxy or voting instruction card?
A:	Stockholders may receive more than one set of voting materials, including multiple copies of the Notice, the proxy materials, proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate sets of proxy materials for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one set of proxy materials. You should vote in accordance with all of the proxy cards and voting instruction cards you receive relating to our Annual Meeting to ensure that all of your shares are voted and counted.
Q:	Can I change my vote or revoke my proxy?
A:	You may change your vote or revoke your proxy at any time prior to the taking of the vote or the polls closing at the Annual Meeting. If you are the stockholder of record, you may change your vote by: • granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method); • providing a written notice of revocation to Dave’s Corporate Secretary via the Investor Relations section of our website, which is located at investors.dave.com; or • participating in the Annual Meeting and voting electronically online at www.virtualshareholdermeeting.com/DAVE2026. Participation alone at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically vote during the meeting online at www.virtualshareholdermeeting.com/DAVE2026. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.
Q:	How can I attend the Annual Meeting?
A:	There is no physical location for the Annual Meeting. You are invited to attend the Annual Meeting by participating online if you are a stockholder of record or a street name stockholder as of April 13, 2026, the Record Date. See, “How can I participate in the Annual Meeting?” below for more details. Please be aware that participating in the Annual Meeting will not, by itself, revoke a proxy. See “Can I change my vote or revoke my proxy?” above for more details.
Q:	How can I participate in the Annual Meeting?
A:	The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend and participate in the Annual Meeting online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/DAVE2026. You will also be able to vote your shares electronically at the Annual Meeting. To participate and vote in the Annual Meeting, you will need the control number included on your Notice, voting instructions or proxy card. The meeting webcast will begin promptly at 9:00 a.m. Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:30 a.m. Pacific Time, and you should allow ample time for the check-in procedures. We plan to have a webcast replay which will be posted to the Investor Relations section of our website, which is located at investors.dave.com.
Q:	Can I submit questions prior to the meeting?


A:	Yes, as a stockholder, you may submit questions to the Company in writing prior to 5:00 p.m. Eastern Time on June 1, 2026, by visiting our website at investors.dave.com (which will be available approximately two weeks before the meeting) and following the instructions provided. You also may submit questions to the Company during the meeting. At the end of the meeting, there will be a Q&A period to answer the submitted questions as time permits.
Q:	What if during check-in or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?
A:	If you encounter any technical difficulties accessing the virtual meeting during check-in or the meeting, please call the technical support number posted at www.virtualshareholdermeeting.com/DAVE2026. Technical support will be available starting at 8:45 a.m. Pacific Time on June 2, 2026.
Q:	Is there a list of stockholders entitled to vote at the Annual Meeting?
A:	The names of stockholders of record entitled to vote will be available for inspection by stockholders of record for ten (10) days prior to the meeting. If you are a stockholder of record and want to inspect the stockholder list, please send a written request to our Corporate Secretary through our website at investors.dave.com to arrange for electronic access to the stockholder list.
Q:	Who will tabulate the votes?
A:	Broadridge Financial Solutions, Inc. has been engaged as the Inspector of Elections and will tabulate the votes at the Annual Meeting.
Q:	Where can I find the voting results of the Annual Meeting?
A:	We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting.
Q:	I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
A:	The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for the Notice or proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single Notice or proxy statement addressed to those stockholders. This process is commonly referred to as “householding.” Brokers with account holders who are Dave stockholders may be householding our Notice or proxy materials. A single Notice or single set of proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you notify your broker or Dave that you no longer wish to participate in householding. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Notice or proxy statement and annual report, you may (i) notify your broker or (ii) contact our Investor Relations department through our website at investors.dave.com. Stockholders who receive multiple copies of the Notice or proxy statement and annual report at their address and would like to request householding of their communications should contact their broker. In addition, we will promptly deliver, upon oral request or written request to our website at investors.dave.com, a separate copy of the Notice or annual report and proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.
Q:	What if I have questions about my Dave shares or need to change my mailing address?
A:	You may contact our transfer agent, Continental Stock Transfer & Trust Company, by telephone at (212) 509-4000, through its website at www.continentalstock.com or by U.S. mail at 1 State Street, 30th Floor, New York, NY 10004, if you have questions about your Dave shares or need to change your mailing address.
Q:	Who is soliciting my proxy and paying for the expense of solicitation?


A:	The proxy for the Annual Meeting is being solicited on behalf of our Board. We will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding proxy materials to beneficial owners. In addition to soliciting proxies by mail, we expect that our directors, officers and employees may solicit proxies in person or by telephone or facsimile. None of these individuals will receive any additional or special compensation for doing this, although we may reimburse these individuals for their reasonable out-of-pocket expenses. We do not expect to, but have the option to, retain a proxy solicitor. If you choose to access the proxy materials or vote via the Internet or by phone, you are responsible for any Internet access or phone charges you may incur.
Q:	What are the requirements to propose actions to be included in our proxy materials for next year’s annual meeting of stockholders (the “2027 Annual Meeting”) or for consideration at our 2027 Annual Meeting?
A:	Requirements for Stockholder Proposals to be considered for inclusion in our proxy materials for our 2027 Annual Meeting: Our amended and restated bylaws provide that stockholders may present proposals for inclusion in our proxy statement by submitting their proposals in writing to the attention of our Corporate Secretary at our principal executive office. Our current principal executive office is located at 1265 South Cochran Avenue, Los Angeles, CA 90019. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and related SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. In order to be included in the proxy statement for our 2027 Annual Meeting, stockholder proposals must be received by our Corporate Secretary no later than December 21, 2026 and must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act. Requirements for Stockholder Proposals to be presented at our 2027 Annual Meeting: In addition to Rule 14a-8 under the Exchange Act, our amended and restated bylaws provide that stockholders may present proposals to be considered at an annual meeting by providing timely notice to our Corporate Secretary at our principal executive office. To be timely for our 2027 Annual Meeting, our Corporate Secretary must receive the written notice at our principal executive office: • not earlier than the close of business on February 2, 2027, and • not later than the close of business on March 4, 2027. If we hold our 2027 annual meeting of stockholders more than 30 days before or more than 60 days after June 2, 2027 (the one-year anniversary date of the Annual Meeting), then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received by our Corporate Secretary at our principal executive office: • not earlier than the close of business on the 120th day prior to such annual meeting, and • not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which public announcement of the date of such annual meeting is first made. A stockholder’s notice to the Corporate Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting the information required by our amended and restated bylaws. If a stockholder who has notified Dave of such stockholder’s intention to present a proposal at an annual meeting does not appear to present such stockholder’s proposal at such meeting, Dave does not need to present the proposal for vote at such meeting. In addition, stockholders who intend to solicit proxies in support of director nominees other than those nominees nominated by the Company must also comply with the additional requirements of Rule 14a-19 under the Exchange Act and any required notice under Rule 14a-19 must be postmarked or transmitted electronically to our Corporate Secretary no later than April 3, 2027.


Name(1)	Fees Earned or Paid in Cash ($)		Stock Awards ($)(4)		Total ($)
Brendan Carroll(2)		76,500		—		76,500
Imran Khan(2) (3)		—		—		—
Andrea Mitchell		51,500		231,033		282,533
Michael Pope		69,000		231,033		300,033
Dan Preston		64,000		231,033		295,033
Yadin Rozov		47,000		231,033		278,033



(1)	Mr. Khajehnouri is not included in this table as he did not serve as a director during 2025.
(2)	Mr. Carroll elected to receive no stock grant in 2025 and Mr. Khan elected to receive no compensation for service on our Board during 2025.
(3)	Mr. Khan resigned from the Board effective January 20, 2026.
(4)	Stock awards are reported at aggregate grant date fair value in the year granted, as determined in accordance with the provisions of FASB ASC Topic 718. For the assumptions used in valuing these awards for purposes of computing this expense for 2025, please see Note 16 of the consolidated financial statements that appear in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 2, 2026.


Name(1)	Shares Subject to Outstanding Restricted Stock Units
Brendan Carroll		—
Imran Khan(2)		—
Andrea Mitchell		1,105
Michael Pope		1,105
Dan Preston		1,105
Yadin Rozov		11,184


Element	Purpose	Key Features
Base Salary	Provides a stable, fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities	Reviewed annually; generally represents approximately 10% or less of total pay for our NEOs
Annual Cash Bonus	Motivates and rewards achievement of near-term financial and operational objectives	Performance-based; payouts range from 0% to 200% of target based on Company performance against pre-established metrics
Long-Term Equity Incentives (RSUs)	Promotes retention and aligns executive interests with long-term stockholder value creation	Four-year vesting; quarterly vesting schedule
Long-Term Equity Incentives (PSUs)	Rewards achievement of longer-term financial performance while continuing to be aligned with stockholder value creation	Performance-based vesting tied to annual Adjusted EBITDA goals; payout range of 0% to 150% of target and time-based vesting occurs after a three year cliff


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Metric	Definition	Rationale	Weight	Threshold 50% Payout (in millions)	Target 100% Payout (in millions)	Maximum 200% Payout (in millions)
Non-GAAP Variable Profit(1)	GAAP operating revenues, net, excluding variable operating expenses(2)	Reinforces our focus on driving the most capital efficient growth and improvement of our unit economics	50%	$295	$304	$328
Non-GAAP Adjusted EBITDA (Pre-Bonus)(3)	Annual adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) prior to the impact of the bonus pool.	Reinforces our continued focus on profitability and a major priority of the public markets and shareholders. Excluding the impact of the bonus pool removes the circularity because the magnitude of the bonus payment impacts Adjusted EBITDA which then impacts the magnitude of the bonus pool.	50%	$125	$134	$158


Named Executive Officer	Target Bonus	Percentage of Target Awarded	Actual Bonus Awarded
Jason Wilk	$575,000	200%	$1,150,000
Kyle Beilman	$356,250	200%	$712,500



(1)	Non-GAAP Variable Profit defined for purposes of the fiscal year 2025 bonus plan differed from the Company’s reported Non-GAAP Gross Profit, as permitted by the Compensation Committee. For fiscal year 2025, the difference between Non-GAAP Gross Profit as reported and Non-GAAP Variable Profit for purposes of the fiscal year 2025 bonus plan was due to the method by which the provision for credit losses was calculated. For purposes of the fiscal year 2025 bonus plan, the provision for credit losses was based upon loss rates for originations which occurred in fiscal year 2025. For purposes of the reported Non-GAAP Gross Profit, the provision for credit losses was based on how the Company calculates this figure in accordance with GAAP.
(2)	Variable operating expenses is defined for purposes of the fiscal year 2025 bonus plan as GAAP operating expenses excluding non-variable operating expenses. The Company defines non-variable operating expenses as all advertising and marketing operating expenses, compensation and benefits operating expenses, and certain operating expenses (legal, rent, technology/infrastructure, depreciation, amortization, charitable contributions, other operating expenses, upfront Member account activation costs and upfront Dave Banking expenses).
(3)	Non-GAAP Adjusted EBITDA (Pre-Bonus) defined for purposes of the fiscal year 2025 bonus plan as GAAP net income attributable to the Company before the impact of interest income or expense, provision for income taxes, and depreciation and amortization, and adjusted to exclude non-recurring legal settlement and litigation expenses, stock-based compensation expense, bonus plan expense and certain other non-core items. Non-GAAP Adjusted EBITDA (Pre-Bonus) as defined for purposes of the fiscal year 2025 bonus plan differed from the Company’s reported Non-GAAP Adjusted EBITDA, as permitted by the Compensation Committee. For fiscal year 2025, the difference between Non-GAAP Adjusted EBITDA as reported and Non-GAAP Adjusted EBITDA (Pre-Bonus) for purposes of the fiscal year 2025 bonus plan was due to the method by which the provision for credit losses was calculated and the exclusion of bonus plan expense. For purposes of the fiscal year 2025 bonus plan, the provision for credit losses was based upon loss rates for originations which occurred in fiscal year 2025. For purposes of the reported Non-GAAP Adjusted EBITDA, the provision for credit losses was based on how the Company calculates this figure in accordance with GAAP.


Named Executive Officer	Type of Award	Number of Shares (with PSUs shown at target)
Jason Wilk	RSUs(1)	36,670
	PSUs(2)	36,670
Kyle Beilman(3)	RSUs(1)	18,995
	PSUs(2)	18,995



(1)	The RSUs are subject to a 4-year vesting schedule, with 1/16th of the RSUs vesting either on June 1, 2025 or September 1, 2025, and 1/16th of the RSUs vesting on each quarterly anniversary thereafter, subject to the named executive officer’s continued service through each vesting date.
(2)	The PSUs shown in this table are the “2025 PSUs”, including the First Tranche 2025 PSUs, Second Tranche 2025 PSUs and Third Tranche 2025 PSUs, in each case, as defined in footnote 2 of the 2025 Summary Compensation Table. The 2025 PSUs are subject to both time-based and performance based vesting conditions. Please see the following paragraphs in this “2025 Fiscal Year Equity Awards” section for additional details.
(3)	Mr. Beilman received 15,755 RSUs and 15,755 PSUs in April 2025. Additionally, in connection with Mr. Beilman’s promotion in July 2025, he received an additional 3,240 RSUs and 3,240 PSU with the same design and vesting terms as the April 2025 awards. The July awards were intended to be a pro-rated award to top him up to his go-forward annual grant target reflective of his new role of Chief Financial Officer and Chief Operating Officer and Secretary.


Name and Principal Position	Year	Salary ($)	Bonus (1) ($)	Stock Awards (2) ($)	Non-Equity Incentive Plan Compensation (3) ($)	All Other Compensation (4) ($)	Total ($)
Jason Wilk Chief Executive Officer	2025	563,462	–	8,480,566	1,150,000	14,000	10,208,028
	2024	498,077	1,431,250	8,980,750	787,500	13,200	11,710,777
	2023	425,000	425,000	717,250	743,750	13,200	2,324,200

Kyle Beilman Chief Financial Officer and Chief Operating Officer and Secretary	2025	466,346	–	4,461,724	712,500	14,000	5,654,570
	2024	443,269	784,375	3,963,441	506,250	13,200	5,710,535
	2023	425,000	318,750	445,812	557,813	13,200	1,760,575



(1)	For 2025, there were no additional bonuses outside of our Executive Incentive Bonus Plan. For 2024, represents (a) discretionary bonus payments to reward the named executive officer for their contributions to the repurchase of the convertible note with FTX in the first quarter of 2024, in the amounts of $650,000 and $350,000 for Mr. Wilk and Beilman, respectively, which bonuses were paid in full in April 2024 and (b) discretionary bonus payments earned by the named executive officers for their strong performance in 2024, in the amounts of $781,250 and $434,375 for Mr. Wilk and Beilman, respectively, which bonuses were paid in full in March 2025. For 2023, represents a bonus equal to 100% of the named executive officer’s 2022 target bonus opportunity, half of which was payable on March 24, 2023 and half of which was payable on September 22, 2023, subject to the named executive officer’s continued employment with the Company.
(2)	Stock awards are reported at aggregate grant date fair value in the year granted, as determined in accordance with the provisions of FASB ASC Topic 718. For the assumptions used in valuing these awards for purposes of computing this expense for 2025, please see Note 16 of the consolidated financial statements that appear in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 2, 2026; for 2024, please see Note 16 of the consolidated financial statements that appear in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 4, 2025; and for 2023, please see Note 16 of the consolidated financial statements that appear in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 5, 2024. Performance-based restricted stock units (“PSUs”) values in the Stock Awards column are based on performance achieved at various levels for the included PSUs, which represents the probable outcome of performance conditions as of the grant date for the included PSUs. The grant date fair value of each named executive officer’s PSUs granted in fiscal year 2025 if each of the performance conditions were satisfied (i.e., if maximum performance were achieved for the PSUs granted in fiscal year 2025) was $8,153,784 for Mr. Wilk and $3,745,454 for Mr. Beilman, in fiscal year 2024 if each of the performance conditions were satisfied was $2,459,106 for Mr. Wilk and $1,024,695 for Mr. Beilman, and in fiscal year 2023 if each of the performance conditions were satisfied was $528,750 for Mr. Wilk and $336,349 for Mr. Beilman. In 2024, the Compensation Committee approved modifications to the PSU awards granted to Mr. Wilk and Mr. Beilman in 2023 to adjust their performance goals, as described further under the heading “Narrative Disclosure to 2024 Summary Compensation Table- Modification of 2023 PSU Awards and Achievement of Performance Conditions” in our 2025 Proxy Statement, filed with the SEC on April 18, 2025. The incremental fair value with respect to the modified awards, computed as of the modification date in accordance with FASB ASC Topic 718, is included in the “Stock Awards” column of the Summary Compensation Table for 2024. In April 2024, the Compensation Committee approved grants of 145,078 PSUs to Mr. Wilk and 60,449 PSUs to Mr. Beilman at target and designed the 2024 PSUs so they are divided into three equal tranches at target. The Compensation Committee set the goals for the First Tranche 2024 PSUs in April 2024, the goals for the Second Tranche 2024 PSUs in March 2025, and the goals for the Third Tranche 2024 PSUs in February 2026. Under FASB ASC Topic 718, the First Tranche 2024 PSUs were deemed granted in 2024 and are included in the Summary Compensation Table for 2024, and the Second Tranche 2024 PSUs were deemed granted in 2025 and are included in the Summary Compensation Table for 2025. The Third Tranche 2024 PSUs are expected to be reported in the Summary Compensation Table for 2026, when they are deemed granted under FASB ASC Topic 718. See “2025 Named Executive Officer Compensation—Achievement of Performance Conditions for 2nd Tranche of the 2024 PSUs and 1st Tranche of the 2025 PSUs” in the CD&A for additional details. In April 2025, the Compensation Committee approved grants of 36,670 PSUs to Mr. Wilk and 15,755 PSUs to Mr. Beilman at target. In July 2025, the Compensation Committee approved an additional grant of 3,240 PSUs to Mr. Beilman at target. The Compensation Committee designed the 2025 PSUs so they are divided into three equal tranches at target and set the goals for the First Tranche 2025 PSUs in March 2025 and the goals for the Second Tranche 2025 PSUs in February 2026. The Compensation Committee will set the goals for the


	Third Tranche 2025 PSUs in early 2027. Under FASB ASC Topic 718, the First Tranche 2025 PSUs were deemed granted in 2025 and are included in the Summary Compensation Table for 2025. The Second Tranche 2025 PSUs and Third Tranche 2025 PSUs are expected to be reported in the Summary Compensation Table for 2026 and 2027, respectively, when they are deemed granted under FASB ASC Topic 718. See “2025 Fiscal Year Equity Awards" and "2025 Named Executive Officer Compensation—Achievement of Performance Conditions for 2nd Tranche of the 2024 PSUs and 1st Tranche of the 2025 PSUs” in the CD&A for additional details.
(3)	Represents the annual performance cash bonus that, in each case, was earned by the named executive officer for the applicable year of service based on actual performance. Actual performance for the 2025 fiscal year was achieved at 200% of target performance, actual performance for the 2024 fiscal year was achieved at 150% of target performance, and actual performance for the 2023 fiscal year was achieved at 175% of target performance.
(4)	Represents Company matching contributions to the named executive officer’s contributions to the Company’s 401(k) plan for service during the applicable year.


				Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)
Name	Grant Date	Approval Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		All Other Stock Awards: Number of Shares of Stock or Units(3) (#)		Grant Date Fair Value of Stock and Option Awards(4) ($)
Jason Wilk	3/5/2025	4/17/2024	(a)		—		—		—		24,180		48,359		72,539		—		4,420,980
	4/11/2025	4/11/2025			—		—		—		—		—		—		36,670		3,044,710
	4/11/2025	4/11/2025	(b)		—		—		—		6,112		12,223		18,335		—		1,014,876
					143,750		575,000		1,150,000		—		—		—		—		—

Kyle Beilman	3/5/2025	4/17/2024	(a)		—		—		—		10,075		20,149		30,224		—		1,842,022
	4/11/2025	4/11/2025			—		—		—		—		—		—		15,755		1,308,138
	4/11/2025	4/11/2025	(b)								2,626		5,252		7,878		—		436,074
	7/11/2025	7/11/2025			—		—		—		—		—		—		3,240		656,618
	7/11/2025	7/11/2025	(b)		—		—		—		540		1,080		1,620		—		218,873
					89,063		356,250		712,500		—		—		—		—		—



(1)	The amounts shown in these columns reflect possible payouts under the Company’s Executive Incentive Bonus Plan for 2025. The minimum possible payment level (threshold) was 25% of the target amount shown, and the maximum possible payment was 200% of the target. All of these amounts are percentages of the NEO’s base salary. The amount of the award actually earned by the NEOs was approved by the Compensation Committee in March 2026. Amounts actually earned for 2025 are reported as Non-Equity Incentive Plan Compensation in the 2025 Summary Compensation Table.
(2)	Reflects the PSUs granted to each NEO, with rows labeled (a) denoting the Second Tranche 2024 PSUs and rows labeled (b) denoting the First Tranche 2025 PSUs. For a description of the vesting conditions and other features of the PSUs, please see “2025 Named Executive Officer Compensation—2025 Fiscal Year Equity Awards.”
(3)	Reflects the number of time-based RSUs granted to each NEO in 2025. For a description of the vesting conditions and other features of the 2025 RSUs, please see “2025 Named Executive Officer Compensation—2025 Fiscal Year Equity Awards.”
(4)	The amounts in this column reflect the grant date fair value of the PSUs computed in accordance with ASC Topic 718, in each case based on the probable outcome of performance as of the grant date and the grant date fair value of the time-based restricted stock units computed in accordance with ASC Topic 718.


		Option Awards(1)								Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($/Sh)		Option Expiration Date		Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested(2) ($)		Equity incentive plan awards: Number of Unearned shares, units or other rights that have not vested (#)		Equity incentive plan awards: Market or Payout value of unearned shares, units or other rights that have not vested(3) ($)
Jason Wilk	3/3/2021 (4)		119,321		238,680		23.16	3/2/2031			—		—		—		—
	2/21/2023		—		—		—		—	12,500 (6)			2,767,625		—		—
	4/17/2024		—		—		—		—	81,609 (7)			18,069,049		—		—
	4/17/2024		—		—		—		—	72,540 (8)			16,061,081		—		—
	3/5/2025		—		—		—		—	72,539 (9)			16,060,860	48,359 (13)			10,707,166
	4/11/2025		—		—		—		—	29,794 (10)			6,596,690		—		—
	4/11/2025		—		—		—		—	18,335 (11)			4,059,552	24,447 (14)			5,412,810

Kyle Beilman	11/14/2018 (5)		27,958		—		1.42	11/13/2028			—		—		—		—
	1/25/2023		—		—		—		—	7,507 (6)			1,662,125		—		—
	4/17/2024		—		—		—		—	34,003 (7)			7,528,604		—		—
	4/17/2024		—		—		—		—	30,227 (8)			6,692,560		—		—
	3/5/2025		—		—		—		—	30,224 (9)			6,691,896	20,149 (13)			4,461,190
	4/11/2025		—		—		—		—	12,800 (10)			2,834,048		—		—
	4/11/2025		—		—		—		—	7,878 (11)			1,744,268	10,504 (14)			2,325,691
	7/11/2025		—		—		—		—	2,834 (12)			627,476		—		—
	7/11/2025		—		—		—		—	1,620 (11)			358,684	2,160 (14)			478,246


(1)	All stock options listed in the Outstanding Equity Awards at Fiscal Year-End table above cover shares of Class A common stock following the consummation of the Business Combination and were granted under the Dave Inc. 2017 Stock Plan (the “2017 Plan”).

(2)	This column represents the number of unvested RSUs outstanding as of December 31, 2025 or PSUs for which the performance conditions had been satisfied on or prior to December 31, 2025, multiplied by $221.41, which is the per share value of our Class A common stock as of December 31, 2025, which was the last trading day of the fiscal year ended December 31, 2025.

(3)	This column represents the number of unvested PSUs outstanding as of December 31, 2025 with open performance periods, multiplied by $221.41, which is the per share value of our Class A common stock as of December 31, 2025, which was the last trading day of the fiscal year ended December 31, 2025.

(4)	The option grant is subject to a performance-based vesting schedule, with one-third of the option vesting upon the Company’s achievement of a certain stock price milestone and one-twelfth of the option vesting in eight tranches if the Company achieves various other stock price milestones, subject to the option holder’s continuous employment by the Company as Chief Executive Officer, Executive Chair or another C-suite position reporting to the Board. The first stock price milestone, representing one-third of the option, was met as of December 31, 2025. The option grant is also subject to acceleration in the event of a qualifying termination (as described under the heading “Wilk 2021 Option Grant” below).

(5)	The option grant was subject to a 4-year vesting schedule and has fully vested in accordance with such schedule.

(6)	The RSUs are subject to a 4-year vesting schedule, with 1/16th of the RSUs vesting on March 1, 2023 and 1/16th of the RSUs vesting on each quarterly anniversary thereafter, subject to the holder’s continued service through each vesting date.

(7)	The RSUs are subject to a 4-year vesting schedule, with 1/16th of the RSUs vesting on June 1, 2024 and 1/16th of the RSUs vesting on each quarterly anniversary thereafter, subject to the holder’s continued service through each vesting date.

(8)	Represents the First Tranche 2024 PSUs which are expected to vest on March 1, 2027 if performance for the Third Tranche 2024 PSUs is certified prior to March 1, 2027 or June 1, 2027 if performance for the Third Tranche 2024 PSUs is certified on or after March 1, 2027, subject to the named executive officer’s continued service through the vesting date. Maximum performance levels were achieved for such PSUs based on Adjusted EBITDA (Pre-Bonus) performance during the applicable calendar year performance period. Such PSUs are therefore shown in the table above at maximum performance levels (i.e., 150% of target), which was actual performance. See “2025 Fiscal Year Equity Awards” for additional details.

Dave Inc DEF 14A, filed Apr 20, 2026

About this DEF 14A

INFORMATION ABOUT SOLICITATION AND VOTING

INTERNET AVAILABILITY OF PROXY MATERIALS

QUESTIONS AND ANSWERS ABOUT THE MEETING

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Corporate Governance Guidelines

Board Leadership Structure

Lead Independent Director

Our Board’s Role in Risk Oversight

Independence of Directors; Controlled Company Exemption

Committees of Our Board

Compensation Committee Interlocks and Insider Participation

Board and Committee Meetings and Attendance

Communication with Directors

Code of Business Conduct and Ethics

Insider Trading Policy

NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS

Nomination to the Board

Director Qualifications

DIRECTOR COMPENSATION

Director Compensation Table

Non-Employee Director Compensation Arrangements

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

Executive Summary

Compensation Design

Executive Compensation Decision-Making Process

2025 Named Executive Officer Compensation

Other Compensation Practices, Policies & Guidelines

Compensation Risk Assessment

REPORT OF THE COMPENSATION COMMITTEE

EXECUTIVE COMPENSATION

2025 Summary Compensation Table

Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal Year-End

Option Exercises and Stock Vested

Executive Compensation Arrangements

Potential Payments Upon Termination or Change in Control

Pay Versus Performance

PROPOSAL ONE:ELECTION OF DIRECTORS

Nominee to Our Board

Continuing Directors

Family Relationships

PROPOSAL TWO:ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

PROPOSAL THREE:ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON DAVE’S EXECUTIVE COMPENSATION

PROPOSAL FOUR:RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Independent Registered Public Accounting Firm Fees and Services

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

REPORT OF THE AUDIT COMMITTEE

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

EQUITY COMPENSATION PLAN INFORMATION

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Investor Rights Agreement and Lock-Up Arrangements

Financing Agreement

Lease Agreements

Legal Services

Indemnification Agreements

Related Party Transactions Policy

DELINQUENT SECTION 16(a) REPORTS

ADDITIONAL INFORMATION

OTHER MATTERS

PROPOSAL ONE:

ELECTION OF DIRECTORS

PROPOSAL TWO:

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

PROPOSAL THREE:

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON DAVE’S EXECUTIVE COMPENSATION

PROPOSAL FOUR:

RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


(9)	Represents the Second Tranche 2024 PSUs which are expected to vest on March 1, 2027 if performance for the Third Tranche 2024 PSUs is certified prior to March 1, 2027 or June 1, 2027 if performance for the Third Tranche 2024 PSUs is certified on or after March 1, 2027, subject to the named executive officer’s continued service through the vesting date. Maximum performance levels were achieved for such PSUs based on Adjusted EBITDA (Pre-Bonus) performance during the applicable calendar year performance period. Such PSUs are therefore shown in the table above at maximum performance levels (i.e., 150% of target), which was actual performance. See “2025 Fiscal Year Equity Awards” for additional details.

(10)	The RSUs are subject to a 4-year vesting schedule, with 1/16th of the RSUs vesting on June 1, 2025 and 1/16th of the RSUs vesting on each quarterly anniversary thereafter, subject to the holder’s continued service through each vesting date.

(11)	Represents the First Tranche 2025 PSUs which are expected to vest on March 1, 2028 if performance for the Third Tranche 2025 PSUs is certified prior to March 1, 2028 or June 1, 2028 if performance for the Third Tranche 2025 PSUs is certified on or after March 1, 2028, subject to the named executive officer’s continued service through the vesting date. Maximum performance levels were achieved for such PSUs based on Adjusted EBITDA (Pre-Bonus) performance during the applicable calendar year performance period. Such PSUs are therefore shown in the table above at maximum performance levels (i.e., 150% of target), which was actual performance. See “2025 Fiscal Year Equity Awards” for additional details.

(12)	The RSUs are subject to a 4-year vesting schedule, with 1/16th of the RSUs vesting on September 1, 2025 and 1/16th of the RSUs vesting on each quarterly anniversary thereafter, subject to the holder’s continued service through each vesting date.

(13)	Represents the target amount of PSUs subject to the Third Tranche 2024 PSUs. The performance goals for the Third Tranche 2024 PSUs had not been set as of December 31, 2025. The Third Tranche 2024 PSUs are expected to vest on March 1, 2027 if performance for the Third Tranche 2024 PSUs is certified prior to March 1, 2027 or June 1, 2027 if performance for the Third Tranche 2024 PSUs is certified on or after March 1, 2027, subject to the named executive officer’s continued service through the vesting date. See “2025 Fiscal Year Equity Awards” for additional details.

(14)	Represents the target amount of PSUs subject to the Second Tranche 2025 PSUs and Third Tranche 2025 PSUs. The performance goals for the Second Tranche 2025 PSUs and Third Tranche 2025 PSUs had not been set as of December 31, 2025. The Second Tranche 2025 PSUs and Third Tranche 2025 PSUs are expected to vest on March 1, 2028 if performance for the Third Tranche 2025 PSUs is certified prior to March 1, 2028 or June 1, 2028 if performance for the Third Tranche 2025 PSUs is certified on or after March 1, 2028, subject to the named executive officer’s continued service through the vesting date. See “2025 Fiscal Year Equity Awards” for additional details.


	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Jason Wilk		—		—		154,720		20,145,121
Kyle Beilman		—		—		99,063		12,512,035


Name	Incremental Compensation and Benefit Payments	Non-CIC Termination by Company Without Cause or by Executive for Good Reason under Agreement	CIC Termination by Company Without Cause or by Executive for Good Reason under Agreement
Jason Wilk	Cash Severance (1)	$575,000	$1,725,000
	Value of Accelerated Equity Awards (2)	—	$79,734,833
	Value of Accelerated Option Awards (3)	—	—
	Value of Benefits (4)	$24,733	$37,099
	Total	$599,733	$81,496,932
Kyle Beilman	Cash Severance (1)	$475,000	$831,250
	Value of Accelerated Equity Awards (2)	—	$35,404,788
	Value of Accelerated Option Awards (3)	—	—
	Value of Benefits (4)	$586	$586
	Total	$475,586	$36,236,624



(1)	For Mr. Wilk, in a non-CIC qualifying termination, represents 12 months of base salary, payable in semi-monthly installments. In a CIC qualifying termination, represents a lump sum equal to 18 months of base salary plus 1.5 times his target cash incentive bonus of 100% of base salary. For Mr. Beilman, in a non-CIC qualifying termination, represents 12 months of base salary, payable in semi-monthly installments. In a CIC qualifying termination, represents a lump sum equal to 12 months of base salary plus his target cash incentive bonus of 75% of base salary. Each executive must sign a release of claims in order to be entitled to receive these amounts.
(2)	In a non-CIC qualifying termination, represents the lapse of outstanding equity awards for each NEO. As described above in “Executive Compensation Arrangements,” effective as of March 2026, Mr. Wilk and Mr. Beilman entered into the Wilk Amendment and Beilman Amendment, respectively, which provide for accelerated vesting of PSUs in a non-CIC qualifying termination. Pursuant to the Wilk Amendment and the Beilman Amendment, the estimated value as of December 31, 2025 of the acceleration of outstanding PSUs based on actual performance for fiscal year 2025 would have been $20,120,412 for Mr. Wilk and $8,794,848 for Mr. Beilman, resulting in aggregate non-CIC qualifying termination amounts of $20,720,145 for Mr. Wilk and $9,270,434 for Mr. Beilman had each of the Wilk Amendment and Beilman Amendment been in effect on December 31, 2025. In a CIC qualifying termination, represents the estimated value of full acceleration of all outstanding unvested RSUs and PSUs for each NEO. Values are calculated using the closing price of the Company’s common stock on December 31, 2025 of $221.41 per share.
(3)	For Mr. Wilk’s stock options granted on March 3, 2021 (the “Performance Options”), upon a qualifying termination without cause or for good reason, the service requirement is deemed satisfied and the Performance Options remain outstanding and may vest upon satisfaction of the applicable stock price milestones for up to the earlier of (i) four years following the termination date (or two years, in a non-CIC termination without cause or good reason scenario) or (ii) March 2, 2031 (see “Wilk 2021 Option Grant” below). As of December 31, 2025, no additional stock price milestone had been achieved, and accordingly, there is no incremental value attributable to acceleration of this award in either termination scenario. Mr. Beilman’s 2018 Option Grants were fully vested as of December 31, 2025.
(4)	In a non-CIC qualifying termination, represents the estimated cost of Company-paid COBRA health benefit premiums for 12 months for each NEO. In a CIC qualifying termination, represents 18 months of Company-paid COBRA premiums for Mr. Wilk and 12 months of Company-paid COBRA premiums for Mr. Beilman, in each case as of December 31, 2025.


Milestone Table
Tranche	Stock Price Milestone	Fraction of Total Shares Eligible to Vest
1	Stock Price of $171.53 or more	1/3rd
2	Stock Price of $257.30 or more	1/12th
3	Stock Price of $343.06 or more	1/12th
4	Stock Price of $428.83 or more	1/12th
5	Stock Price of $514.59 or more	1/12th
6	Stock Price of $600.36 or more	1/12th
7	Stock Price of $686.13 or more	1/12th
8	Stock Price of $771.89 or more	1/12th
9	Stock Price of $857.66 or more	1/12th


Year	Summary Compensation Table Total for PEO ($)	Compensation Actually Paid to PEO (1) ($)	Average Summary Compensation Table Total for non-PEO NEOs (2) ($)	Average Compensation Actually Paid to non-PEO NEOs (1) ($)	Value of Initial Fixed $100 Investment Based on:		Net Income (in millions) ($)	Adjusted EBITDA (Pre-Bonus) (in millions) (4) ($)
Year	Summary Compensation Table Total for PEO ($)	Compensation Actually Paid to PEO (1) ($)		Average Compensation Actually Paid to non-PEO NEOs (1) ($)			Net Income (in millions) ($)	Adjusted EBITDA (Pre-Bonus) (in millions) (4) ($)	Dave Total Shareholder Return ($)	Peer Group Total Stockholder Return (3) ($)
2025	10,208,028	102,191,418	5,654,570	26,757,064	2,386	172	196	209
2024	11,710,777	50,874,357	5,710,535	15,179,357	937	174	58	72
2023	2,324,200	1,896,022	1,760,575	1,616,010	90	139	(49)	(16)



(1)	The dollar amounts reported in this column represent the amount of “compensation actually paid” to the PEO or the non-PEO NEOs as a group, as applicable, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO or the non-PEO NEOs as a group during the applicable year. See the “Adjustments to Calculate Compensation Actually Paid” table below for details of the adjustments to total compensation as shown in the Summary Compensation Table to determine compensation actually paid in accordance with Item 402(v) of Regulation S-K. In each of 2025, 2024, and 2023, Mr. Wilk was our PEO.
(2)	In each of 2025, 2024, and 2023 the other NEOs consisted of only Mr. Beilman.
(3)	The peer group for purposes of this table is the Russell 2000 Index used for purposes of Item 201(e) of Regulation S-K. TSR is cumulative for the measurement periods beginning on December 30, 2022, and ending on December 31 of each of 2025, 2024 and 2023, respectively, calculated in accordance with Item 201(e) of Regulation S-K, assuming $100 was invested at the beginning of the measurement period.
(4)	Adjusted EBITDA (Pre-Bonus) is our Company selected performance measure. The Company defines and calculates Adjusted EBITDA (Pre-Bonus) as GAAP net income before the impact of interest income or expense, provision for income taxes, depreciation and amortization, and adjusted to exclude non-recurring legal settlement and litigation expenses, stock-based compensation expense, bonus plan expense and certain other non-core items. Adjusted EBITDA (Pre-Bonus) differed from the Company’s reported Adjusted EBITDA, as permitted by the Compensation Committee. For fiscal years 2023, 2024, and 2025, the difference between Adjusted EBITDA as reported and Adjusted EBITDA (Pre-Bonus) was due to the method by which the provision for credit losses was calculated and the exclusion of bonus plan expense. For fiscal years 2023, 2024, and 2025, the provision for credit losses was based upon loss rates for originations which occurred in the applicable fiscal year. For purposes of the reported Adjusted EBITDA, the provision for credit losses was based on how the Company calculates this figure in accordance with GAAP.


	PEO			Average Non-PEO NEOs
	2025	2024	2023	2025	2024	2023
Total Compensation per Summary Compensation Table	$10,208,028	$11,710,777	$2,324,200	$5,654,570	$5,710,535	$1,760,575
Less Reported Change in Actuarial Present Value of Pension Benefits	–	–	–	–	–	–
Less Reported Value of Equity Awards (1)	(8,480,566)	(8,980,750)	(717,250)	(4,461,724)	(3,963,441)	(445,812)
Summary Compensation Table Adjustments	$(8,480,566)	$(8,980,750)	$(717,250)	$(4,461,724)	$(3,963,441)	$(445,812)
Add Additional Service Cost	–	–	–	–	–	–
Add Additional Prior Service Cost	–	–	–	–	–	–
Pension Benefit Adjustments	–	–	–	–	–	–
Add Year-end Fair Value of Outstanding and Unvested Equity Awards Granted During Year	26,717,102	16,551,046	529,438	12,136,811	6,896,407	317,987
Change Year over Year in Fair Value of Outstanding and Unvested Equity Awards	33,877,391	29,311,075	(327,569)	3,773,073	4,708,887	(209,432)
Add Fair Value of Vesting Date of Equity Awards Granted and Vested in the Year	1,415,860	1,644,210	87,203	693,109	685,103	52,378
Change Year over Year in Fair Value Equity Awards Granted in Prior Years that Vested in the Year	38,453,604	638,000	–	8,961,226	1,141,867	140,314
Less Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year	–	–	–	–	–	–
Add Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation	–	–	–	–	–	–
Total Equity Award Adjustments (2)	$91,983,390	$39,163,580	$(428,178)	$21,102,494	$9,468,822	$(144,565)
Compensation Actually Paid	$102,191,418	$50,874,357	$1,896,022	$26,757,064	$15,179,357	$1,616,010



(1)	Represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year (and the average of such amounts for the Non-PEO NEOs).
(2)	The equity award adjustments for each applicable year are made in accordance with Item 402(v)(2)(iii)(C) of Regulation S-K.


Name	Age	Position	Director Since
Dan Preston	40	Director(1)(2)	January 2022