Dave Inc. Announces Proposed Offering of \$150 Million Convertible Senior Notes and Share Repurchase Program

LOS ANGELES, CA – March 3, 2026: Dave Inc. (NASDAQ: DAVE), a leading U.S. neobank and fintech pioneer, has announced a major financial initiative aimed at creating value for its shareholders. The company plans to offer \$150 million principal amount of Convertible Senior Notes due 2031 through a private offering to qualified institutional buyers. In addition, Dave expects to grant the initial purchasers an option to buy up to an additional \$22.5 million principal amount of notes within 13 days of the initial issuance.

Key Details of the Convertible Note Offering

• Amount & Maturity: \$150 million in principal, with an option for an additional \$22.5 million. Notes mature on April 1, 2031, unless earlier converted, redeemed, or repurchased.
• Interest: Senior unsecured obligations; interest payable semi-annually in arrears on April 1 and October 1, beginning October 1, 2026.
• Conversion Option: In certain circumstances and periods, notes may be converted into cash up to the principal amount, and cash, shares of Dave’s Class A common stock, or a combination thereof for any excess conversion obligation, at Dave’s election.

Strategic Use of Proceeds

• Capped Call Transactions: Dave intends to use proceeds to fund capped call transactions, which are designed to reduce potential dilution to common stock upon conversion of the notes and/or offset cash payments required in excess of the principal of any converted notes.
• Share Repurchases: Proceeds will also be used to repurchase shares of common stock both in connection with the offering and under the company’s ongoing share repurchase program.
• General Corporate Purposes: Additional use of proceeds for unspecified corporate needs.

Capped Call Transactions and Market Impact

Dave expects to enter into privately negotiated capped call transactions with initial purchasers, their affiliates, or other financial institutions. These transactions will cover the number of shares that initially underlie the notes, subject to anti-dilution adjustments. If additional notes are purchased, Dave will enter into further capped call transactions. The capped call is expected to:

• Reduce dilution for shareholders by limiting the number of shares issued upon conversion.
• Offset potential excess cash payments above note principal upon conversion, subject to a cap.
• Potentially increase or reduce (or prevent a decrease in) the market price of Dave’s common stock or the notes, depending on the hedging and derivative activities of the counterparties.

Derivative and Share Repurchase Activities That May Affect Share Price

• Capped call counterparties and affiliates may engage in various derivative transactions and open market purchases of common stock, potentially influencing the stock or note prices during and after the offering.
• Such activities may also occur during observation periods related to note conversions, repurchases, redemptions, or negotiated modifications of the capped call transactions.
• Concurrently with the pricing of the notes, Dave expects to repurchase shares from purchasers in privately negotiated transactions, at the closing price per share on the pricing date. These repurchases could increase or prevent a decrease in the market price of Dave’s common stock or the notes, resulting in a higher effective conversion price for the notes.

Regulatory and Legal Considerations

• The notes and any shares issued upon conversion will not be registered under the Securities Act or any state securities laws, and cannot be offered or sold in the U.S. without proper registration or exemption.
• This press release serves as information only and is not an offer to sell nor a solicitation to buy these securities.

Company Background

Dave Inc. is a leading neobank serving millions of Americans, leveraging disruptive technologies to offer banking services at a fraction of traditional costs.

Forward-Looking Statements and Risks

The press release contains forward-looking statements regarding the notes offering and anticipated uses of proceeds. Actual results may differ due to numerous risks and uncertainties, including those detailed in Dave’s latest Annual Report and other SEC filings. Dave notes that these statements are not guarantees and are subject to change based on future events and developments outside the company’s control. Dave specifically disclaims any obligation to update these statements unless required by law.

Investor Contacts

For investor inquiries:
Sean Mansouri, CFA or Stefan Norbom
Email: [email protected]

For media inquiries:
Dan Ury
Email: [email protected]

Disclaimer: This article summarizes a press release and related documents issued by Dave Inc. regarding a proposed convertible note offering and share repurchase initiative. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties. Investors should review Dave’s public filings and consult their own advisors before making investment decisions. This article does not constitute investment advice or an offer to purchase securities.

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