DEF 14A of Dave Inc./DE, Apr 20, 2026

DEF 14A of Dave Inc./DE

Filed Apr 20, 2026 · FY20250001193125-26-164199

Open on EDGAR

  1. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  2. Director Compensation Table

    Director Compensation Table The following table provides information concerning compensation awarded to, earned by and paid to each person who served as a non-employee member of our Board during the fiscal year ended December 31, 2025. Mr. Wilk is not included in the table below, as he is employed as our Chief Executive Officer, and receives no compensation for his service as a director. The compensation received by Mr. Wilk as an employee is shown in “Executive Compensation-2025 Summary Compensation Table” below.

  3. Director Compensation Table

    | 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 |

  4. Director Compensation Table

    | (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. |

  5. Director Compensation Table

    Our non-employee directors held the following number of restricted stock units as of December 31, 2025, and did not hold any stock options as of such date:

  6. Director Compensation Table

    | 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 |

  7. Director Compensation Table

    | (1) Mr. Khajehnouri is not included in this table as he did not serve as a director during 2025. | | (2) Mr. Khan resigned from the Board effective January 20, 2026. |

  8. Non-Employee Director Compensation Arrangements

    Non-Employee Director Compensation Arrangements Prior to January 31, 2022, we did not have a formal policy to compensate our non-employee directors. Pursuant to our current Director Compensation Policy, effective April 24, 2024, each non-employee director is entitled to receive an annual cash retainer for service on the Board and an additional annual cash retainer for service on each committee on which the non-employee director is a member. The chair of each committee receives higher annual cash retainers for service on the chair’s respective committee, while the Chairperson of the Board, or, when the positions of Chairperson and Chief Executive Officer are held by the same person, the Lead Independent Director, receives a higher cash retainer for service on the Board. All annual cash retainers are paid quarterly in arrears and are pro-rated for partial quarters of service. The fees paid to non-employee directors for service on the Board and for service on each committee of the Board of which the non-employee director is a member are as follows. Annual Board Member Service Retainer All Non-Employee Directors: $40,000 • Non-Employee Director serving as Chairperson: $30,000 (in addition to above) • Non-Employee Director serving as Lead Independent Director: $22,000 (in addition to above) Annual Committee Member Service Retainer • Member of the Audit Committee: $10,000 • Member of the Compensation Committee: $7,000 • Member of the Nominating and Corporate Governance Committee: $4,500 Annual Committee Chair Service Retainer (in lieu of Annual Committee Member Service Retainer) • Chair of the Audit Committee: $20,000 • Chair of the Compensation Committee: $14,000 • Chair of the Nominating and Corporate Governance Committee: $9,000 The Director Compensation Policy provides that at each annual stockholder meeting following a non-employee director’s appointment to the Board and subject to such non-employee director’s service on the Board since December 31st of the calendar year prior to such annual meeting, each non-employee director will be granted a restricted stock unit award with a grant date value of $165,000, which will vest in full upon the earlier of the first anniversary of the date of grant or the next annual stockholder meeting, subject to the applicable non-employee director’s continuous service through the applicable vesting date. Notwithstanding the foregoing, for each non-employee director who remains in continuous service as a member of our Board until immediately prior to the consummation of a change in control of our Company, any unvested portion of an equity award granted in consideration of such non-employee director’s service as a member of our Board will vest in full immediately prior to, and contingent upon, the consummation of a change in control of our Company. Our Board also has discretion to grant additional equity awards to certain non-employee directors for services to the Company that exceed the expectations for a non-employee director or for other circumstances determined to be appropriate by our Board, including, without limitation, initial grants to new non-employee directors. We also reimburse our directors for their reasonable out-of-pocket expenses in connection with attending meetings of our Board and committees. The non-employee director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

  9. Executive Summary

    Executive Summary 2025 Financial and Operating Highlights Key financial and operating highlights for fiscal year 2025 include: • GAAP Operating Revenues, Net of $554.2 million, representing a 60% year-over-year increase • GAAP Net Income of $195.9 million, representing a 238% year-over-year increase • Adjusted EBITDA of $226.7 million, representing a 162% year-over-year increase For a reconciliation of GAAP Net income to Adjusted EBITDA, which is a non-GAAP financial measure, please see the section entitled “Non-GAAP Financial Measures” in our 2025 Form 10-K. In addition, please see “Management’s Discussion of Financial Condition and Results of Operations” in our 2025 Form 10-K for a more complete discussion of our results of operations and financial condition in 2025 and prior periods. 2025 Executive Compensation Highlights Consistent with our pay-for-performance philosophy, the following summarizes the key compensation decisions made for our NEOs for fiscal year 2025: • Base Salaries: Mr. Wilk’s base salary rate was increased from $525,000 to $575,000, effective March 24, 2025. Mr. Beilman’s base salary rate was increased from $450,000 to $475,000, effective May 5, 2025, in recognition of his increased responsibilities in connection with his promotion to Chief Financial Officer and Chief Operating Officer and Secretary; • Annual Cash Bonuses: Based on Company performance that exceeded maximum targets for both the Non-GAAP Variable Profit and Non-GAAP Adjusted EBITDA (Pre-Bonus) metrics, 2025 bonus plan achievement was 200% of target, resulting in payouts to Mr. Wilk and Mr. Beilman of $1,150,000 and $712,500, respectively. • Long-Term Equity Incentives Granted in Fiscal Year 2025: In 2025, we granted approximately 50% of Mr. Wilk’s and Mr. Beilman’s long-term incentive compensation in the form of performance-based restricted stock units (“PSUs”), tied to annual Adjusted EBITDA (Pre-Bonus) performance goals, and which cliff vest after 3 years. The remaining 50% was granted in the form of time-based restricted stock units (“RSUs”) that vest quarterly over 4 years. In connection with his promotion, Mr. Beilman received a prorated top-up award in July 2025, with the same mix of RSUs and PSUs and vesting as described above. PSU Achievement for Performance Period Ending in 2025: For the performance period from January 2025 to December 2025, the PSU achievement on the Adjusted EBITDA (Pre-Bonus) performance was above max, with the 2nd Tranche of the 2024 PSUs and 1st Tranche of the 2025 PSUs being earned at 150% of target. Compensation Best Practices The following table highlights the key features of our program that promote sound compensation governance practices:

  10. Executive Summary

    | What We Do: | What We Don’t Do: | | ✓ Majority of NEO compensation is performance-based ✓ Independent compensation consultant regularly advises the Compensation Committee ✓ Use of peer company and market data to help set executive compensation ✓ Clawback policy covering incentive compensation ✓ Conduct an annual compensation-related risk assessment ✓ Oversight of compensation by the Compensation Committee, which is comprised solely of independent directors | ✗ No guaranteed bonuses for NEOs ✗ No automatic or guaranteed annual salary increases ✗ No repricing of stock options without stockholder approval ✗ No tax gross-ups on compensation ✗ No excessive perquisites ✗ No single-trigger change-in-control severance |

  11. Compensation Design

    | 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 |

  12. Executive Compensation Decision-Making Process

    Executive Compensation Decision-Making Process Role of the Compensation Committee The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee is comprised of independent, non-employee members of the Board. The Compensation Committee works closely with its independent consultant and management to assess the effectiveness of the Company’s executive compensation program throughout the year. The Compensation Committee reviews all of the components of compensation in making determinations on the mix, amount and form of executive compensation. In making compensation decisions, the Compensation Committee implements our policies and practices in a manner reflective of our compensation philosophy and best practices. The Compensation Committee makes all material decisions relating to the compensation of our NEOs, including the CEO. Role of the Compensation Consultant The Compensation Committee has the authority under its charter to retain outside consultants or advisors. In accordance with this authority, the Compensation Committee engaged the services of Semler Brossy Consulting Group (“Semler Brossy”) as its independent compensation consultant for fiscal year 2025. The Compensation Committee retained Semler Brossy for a number of purposes, including constructing and reviewing peer groups for compensation comparison purposes, performing an executive compensation risk assessment, performing a competitive assessment of Dave’s compensation programs, practices and levels for its non-employee directors, executive officers and certain other employees and providing information on typical industry practices concerning employment, equity award practices, severance and change in control agreements. The Compensation Committee and our Board, when applicable, considered the analysis and recommendations, along with the Company’s and the individual’s overall performance and the unique circumstances associated with any individual executive, in determining NEO compensation levels. During fiscal year 2025, Semler Brossy did not provide any services to management or otherwise to the Company. Pursuant to the factors set forth in Item 407 of Regulation S-K promulgated by the SEC and the Nasdaq listing standards, the Compensation Committee has reviewed the independence of Semler Brossy and conducted a conflicts of interest assessment, and has concluded that Semler Brossy is independent and Semler Brossy’s work for the Compensation Committee has not raised any conflicts of interest. Role of Management The Compensation Committee works with our CEO and People team in managing our executive compensation program. The CEO and People team also interface with the Committee in connection with the Committee’s executive compensation decision-making, providing comparative market data as well as making recommendations. The Committee periodically meets with the CEO and members of the People team to assess progress toward meeting objectives set by the Board for both annual and long-term compensation. Our CEO does not participate in the determination of his own compensation. The Compensation Committee considers the CEO’s recommendations but retains full discretion over all compensation decisions for the NEOs. The Committee also meets in executive session without management present when appropriate. Role of Stockholders We ceased to be an Emerging Growth Company on December 31, 2025. As a result, we did not conduct a Say-on-Pay vote in fiscal year 2025 or previously, nor have we interacted with stockholders on issues related to executive compensation. Our first Say-on-Pay vote, as well as a vote on the frequency of our Say-on-Pay votes, will be held at the Annual Meeting. The Compensation Committee values the opinions of our stockholders and will consider the outcome of future Say-on-Pay votes when making compensation decisions. Benchmarking The Compensation Committee, with the assistance of its independent compensation consultant, periodically reviews a peer group of companies for purposes of assessing the competitiveness of our executive compensation program. The peer group is designed to represent companies that are similar to Dave in terms of industry focus, revenue, market capitalization and/or business model, and with whom we compete for executive talent. In July 2024, the Compensation Committee, with the assistance of Semler Brossy, reviewed and approved the following peer group for use in evaluating fiscal year 2025 compensation decisions:

  13. Executive Compensation Decision-Making Process

    The peer group had a median revenue of approximately $300 million (calculated based on the most recently available trailing four fiscal quarters as of July 1, 2024) and a median market value of approximately $880 million (calculated based on the 30-day average as of July 1, 2024). Dave’s revenue for the same period was approximately $274 million and had a market value of approximately $440 million. While the Compensation Committee uses the peer group data as a reference point, it does not target a specific percentile for any element of compensation or for total compensation. Instead, the Compensation Committee exercises its judgment in determining appropriate compensation levels, taking into account peer group data, the recommendations of its compensation consultant, Company performance, individual performance, the scope and complexity of each executive’s role, and internal pay equity, among other factors.

  14. 2025 Named Executive Officer Compensation

    2025 Named Executive Officer Compensation Salaries The base salary payable to each of Mr. Wilk and Mr. Beilman was intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. For fiscal year 2025, Mr. Wilk’s base salary was increased from $525,000 to $575,000, effective March 24, 2025. Mr. Beilman’s base salary rate was increased from $450,000 to $475,000, effective May 5, 2025, in recognition of his increased responsibilities in connection with his promotion to Chief Financial Officer and Chief Operating Officer and Secretary. 2025 Fiscal Year Bonuses In fiscal year 2025, Mr. Wilk and Mr. Beilman were eligible to earn annual cash bonuses targeted at $575,000 and $356,250 respectively, under the Company’s Executive Incentive Bonus Plan based on the Company’s achievement of established performance metrics. Such annual cash bonus targets were the same as the targets as a percent of base salary for Mr. Wilk and Mr. Beilman in fiscal year 2024 and represent 100% and 75% of their base salaries, respectively. In March 2025, the Compensation Committee approved the fiscal year 2025 bonus plan design, including the following metrics and weightings:

  15. 2025 Named Executive Officer Compensation

    | 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 |

  16. 2025 Named Executive Officer Compensation

    | (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. |

  17. 2025 Named Executive Officer Compensation

    | 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 |

  18. 2025 Named Executive Officer Compensation

    2025 Fiscal Year Equity Awards Mr. Wilk and Mr. Beilman each received a grant of RSUs and PSUs in fiscal year 2025, which were granted under the 2021 Plan, as summarized in the following table. Such grants were approved in consultation with the Compensation Committee’s independent compensation consultant, Semler Brossy, to promote market competitiveness of Mr. Wilk’s and Mr. Beilman’s compensation and align the interests of NEOs and stockholders.

  19. 2025 Named Executive Officer Compensation

    | 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 |

  20. 2025 Named Executive Officer Compensation

    | (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. |

  21. 2025 Named Executive Officer Compensation

    The 2025 PSUs are divided into three equal tranches at target with the first tranche earned based on performance during the 2025 fiscal year (“First Tranche 2025 PSUs”), the second tranche to be earned based on performance during the 2026 fiscal year (“Second Tranche 2025 PSUs”) and the third tranche to be earned based on performance during the 2027 fiscal year (“Third Tranche 2025 PSUs”). Similarly, the 2024 PSUs were also divided into three equal tranches at target with the first tranche earned based on performance during the 2024 fiscal year (“First Tranche 2024 PSUs”), the second tranche to be earned based on performance during the 2025 fiscal year (“Second Tranche 2024 PSUs”) and the third tranche to be earned based on performance during the 2026 fiscal year (“Third Tranche 2024 PSUs”). The 2024 PSUs and 2025 PSUs cliff vest on the nearest quarterly vesting date following the date the Compensation Committee or its delegate certifies results for the third tranche of PSUs for the respective fiscal year series, subject to the named executive officer’s continued service through the vesting date. It is important to note that there are accounting complexities associated with our 2024 PSUs and 2025 PSUs, given the performance goals for each tranche are not established until the start of the applicable performance year. The grant date values of the First Tranche 2025 PSUs and the Second Tranche 2024 PSUs are reported at target in the “Stock Awards” column of the 2025 Summary Compensation Table in rows for 2025. The grant date values do not reflect the Compensation Committee’s intended annual target value for 2025. The performance goals for the First Tranche 2025 PSUs were the same as the performance goals for the Second Tranche 2024 PSUs, as described in the section below. Achievement of Performance Conditions for 2nd Tranche of the 2024 PSUs and 1st Tranche of the 2025 PSUs As disclosed in our 2025 Proxy Statement, filed with the SEC on April 18, 2025, in April 2024, the Compensation Committee approved grants of 145,078 PSUs to Mr. Wilk and 60,449 PSUs to Mr. Beilman at target (such grants, the “2024 PSUs”) and designed the 2024 PSUs so that they are divided into three equal tranches at target, with the first tranche earned based on performance during the 2024 fiscal year (“First Tranche 2024 PSUs”), the second tranche earned based on performance during the 2025 fiscal year (“Second Tranche 2024 PSUs”) and the third tranche to be earned based on performance during the 2026 fiscal year (“Third Tranche 2024 PSUs”). As soon as practicable following the end of each fiscal year performance period, the Compensation Committee or its delegate determines and certifies results for the applicable tranche. Each 2024 PSU tranche time vests at the same time, on the nearest quarterly vesting date following the date the Compensation Committee or its delegate certifies results for the Third Tranche 2024 PSUs, subject to the named executive officer’s continued service through the vesting date. The Compensation Committee set the goals for the First Tranche 2024 PSUs in April 2024, which the Compensation Committee determined were achieved at the maximum performance level of 150% (see further detail as disclosed in our 2025 Proxy Statement). The Compensation Committee set the goals for the Second Tranche 2024 PSUs and First Tranche 2025 PSUs in March 2025, and has set the goals for the Third Tranche 2024 PSUs and Second Tranche 2025 PSUs in February 2026, in each case when the applicable operating plans and budget were available. For the 2024 PSUs and 2025 PSUs, respectively, each tranche of such award is expected to have a different grant date value because the stock price on the grant date informs the grant date value and each tranche of such award will have a different grant date under FASB ASC Topic 718. The performance goals for the Second Tranche 2024 PSUs and First Tranche 2025 PSUs were based entirely on achievement of Adjusted EBITDA (Pre-Bonus) hurdles, with a threshold goal of $125 million, target goal of $134 million and maximum goal of $147 million, with payouts at 0% of target if below threshold performance is achieved, 50% of target if threshold performance is achieved, 100% of target if target performance is achieved and 150% of target for achieving or exceeding maximum performance, with linear interpolation between threshold and target and target and maximum levels. In March 2026, the Compensation Committee determined that the Second Tranche 2024 PSUs and First Tranche 2025 PSUs achieved the maximum performance level of 150%, as Adjusted EBITDA (Pre-Bonus) was achieved for fiscal year 2025 at $209 million. For the Second Tranche 2024 PSUs, 72,539 and 30,224 shares were earned for Mr. Wilk and Mr. Beilman, respectively, and are scheduled to vest in 2027. For the First Tranche 2025 PSUs, 18,335 and 9,498 shares were earned for Mr. Wilk and Mr. Beilman, respectively, and are scheduled to vest in 2028. 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) as defined for purposes of the PSUs differed from the Company’s reported Adjusted EBITDA, as permitted by the Compensation Committee. For fiscal year 2025, the difference between Adjusted EBITDA as reported and Adjusted EBITDA (Pre-Bonus) for purposes of the PSUs 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 PSUs, the provision for credit losses was based upon loss rates for originations which occurred in fiscal year 2025. 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. In February 2026, the Compensation Committee determined that achievement of Adjusted EBITDA (Pre-Bonus) hurdles will be the performance measure applicable to the Third Tranche 2024 PSUs and Second Tranche 2025 PSUs, with increased threshold, target, and maximum performance goals compared to the prior year tranches.

  22. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information concerning the compensation of the named executive officers for each of the last three fiscal years during which such individuals were determined to be named executive officers.

  23. 2025 Summary Compensation Table

    | 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 |

  24. 2025 Summary Compensation Table

    | (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 |

  25. 2025 Summary Compensation Table

    | 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. |

  26. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding the plan-based awards granted to each named executive officer during the fiscal year ended December 31, 2025.

  27. Grants of Plan-Based Awards

    | | | | 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 | — | — | — | — | — |

  28. Grants of Plan-Based Awards

    | (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. |

  29. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding each unexercised stock option or unvested stock award held by each named executive officer as of December 31, 2025, as adjusted for the 32-for-1 reverse stock split which occurred on January 5, 2023.

  30. Outstanding Equity Awards at Fiscal Year-End

    | | | 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 |

  31. Outstanding Equity Awards at Fiscal Year-End

    | (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. |

  32. Outstanding Equity Awards at Fiscal Year-End

    | (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. |

  33. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding each exercise of stock options, and each vesting of stock, including restricted stock, restricted stock units and similar instruments, for each named executive officer during the fiscal year ended December 31, 2025.

  34. Option Exercises and Stock Vested

    | | 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 |

  35. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table describes the potential payments that would be made to each of the NEOs in various termination and change in control scenarios based on compensation, benefit and equity levels in effect on December 31, 2025. The amounts shown are estimates and assume that the termination or change in control event occurred on December 31, 2025. There can be no assurance that a triggering event would produce the same or similar results as those estimated below, and therefore any actual payments and benefits may be different from the estimates in this table.

  36. Potential Payments Upon Termination or Change in Control

    | 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 |

  37. Potential Payments Upon Termination or Change in Control

    | (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. |

  38. Potential Payments Upon Termination or Change in Control

    Wilk 2021 Option Grant On March 3, 2021, Jason Wilk received a stock option grant to purchase 8,458,481 shares of Legacy Dave Class A common stock, which, as adjusted for the 32-for-1 reverse stock split which occurred on January 5, 2023, now covers 358,001 shares. Subject to the occurrence of a “Public Listing” (as defined below) or “Corporate Transaction” (as defined in the 2017 Plan) (the “Liquidity Requirement”), the option will vest and become exercisable as to a particular tranche of shares set forth in the table below (i) upon the achievement of the corresponding stock price milestone as to such tranche of shares (each, a “milestone requirement”) and (ii) subject to Mr. Wilk’s continuous employment by the Company or its successor as its Chief Executive Officer, Executive Chair or another C-suite position as an officer of the Company reporting to the Board or the then-chief executive officer through the date such stock price milestone is achieved (the “Service Requirement”). Notwithstanding the foregoing, following a Public Listing of Legacy Dave Common Stock, no portion of the option may be exercised (even if vested) unless and until the date that the existing stockholders of the Company as of the date of grant are not subject to any lock up restrictions imposed in connection with such Public Listing and their shares are freely tradable under a registration statement, Rule 144 (without regard to volume limitations) or other exemption from registration. A milestone requirement will only be deemed satisfied if the Company’s Board or its delegate certifies that the stock price milestone has been achieved as of a particular date (which certification will be done within 30 days after any stock price milestone has been achieved). The achievement of a stock price milestone will also satisfy the achievement of any unachieved stock price milestone for a lower-numbered tranche. Once a stock price milestone has been achieved, it is forever deemed achieved and it cannot be achieved again. In 2025, the Compensation Committee certified the achievement of the first stock price milestone of Mr. Wilk’s 2021 option award, upon which one-third of the option became vested and exercisable.

  39. Potential Payments Upon Termination or Change in Control

    | 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 |

  40. Potential Payments Upon Termination or Change in Control

    Mr. Wilk’s stock option grant agreement provides that if Mr. Wilk’s employment is terminated without “Cause” or Mr. Wilk resigns for “Good Reason,” (as defined in the option grant agreement) the stock option will remain outstanding and exercisable in accordance with its terms until the earlier of (i) the four-year anniversary of the termination date, (ii) March 2, 2031 or (iii) such earlier date as provided or permitted under the 2017 Plan. Upon a termination of employment for any other reason (other than for Cause), the stock option will terminate with respect to unvested shares subject to the stock option 90 days following the termination date (or March 2, 2031 if earlier). Notwithstanding the foregoing, if Mr. Wilk’s employment as the Chief Executive Officer, Executive Chair or another C-suite position as an officer of the Company reporting to the Company’s Board or the then-chief executive officer of the Company (or any successor) is terminated without Cause or Mr. Wilk resigns for Good Reason, the service requirement will be deemed satisfied and the stock option (to the extent it is then outstanding and unexercised) will remain outstanding and will vest when and if the Liquidity and milestone requirements are met until the earlier to occur of (i) the date that is two years following Mr. Wilk’s termination date or (ii) the stock option’s earlier termination. If requested by the Company, Mr. Wilk will execute a general release of claims in connection with Mr. Wilk’s termination of employment. “Good Reason” as defined in the option grant agreement generally includes the occurrence of the following without Mr. Wilk’s consent: (a) a decrease of more than 20% in Mr. Wilk’s total annual cash compensation (excluding any equity-related or long-term incentive compensation opportunity) other than a reduction applied equally to all executives or (b) a requirement that Mr. Wilk hold a position other than Chief Executive Officer, Executive Chair or another C-suite position as an officer reporting to the Company’s Board or the then-chief executive officer of the Company. For purposes of Mr. Wilk’s stock option, a “Public Listing” occurs when (i) the Company’s shares (or shares of any successor or parent company thereof) becomes publicly traded on an internationally-recognized stock exchange or (ii) a transfer or conversion of shares is made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation and the common stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Exchange Act or is otherwise publicly traded on an internationally-recognized stock exchange (as determined by the Company’s Board). The Business Combination constituted a “Public Listing” and a “Corporate Transaction” for purposes of Mr. Wilk’s stock option. For purposes of Mr. Wilk’s stock option, “Stock Price” means as of a specified date: (a) in the event of a Corporate Transaction, the per share consideration payable to holders of Legacy Dave Common Stock in connection with such Corporate Transaction based on the gross proceeds payable in such Corporation Transaction (as may be readjusted to reflect any additional gross proceeds distributed after the consummation of the Corporate Transaction); or (b) after a Public Listing, the per share value of the Company’s outstanding shares based on the mean of the closing prices of the shares for the 30 consecutive trading days immediately preceding such date of determination, commencing as of the trading day that is 29 trading days prior to the six month anniversary of the Public Listing. Beilman 2018 Option Grants On November 14, 2018, Mr. Beilman received a stock option grant to purchase 880,140 shares of Legacy Dave Common Stock, which, as adjusted for the 32-for-1 reverse stock split which occurred on January 5, 2023, covered 37,251 shares, of which 27,958 were unexercised as of December 31, 2025, and 22,958 remained unexercised as of April 13, 2026. The stock option vested on July 15, 2019 and 1/48th monthly thereafter, subject to Mr. Beilman’s continuous service through each vesting date and is currently fully vested. Mr. Beilman’s stock option provides that if Mr. Beilman’s continuous service terminates, the vested portion of Mr. Beilman’s option will remain exercisable until the earliest to occur of (i) 90 days following the termination date (10 days if the termination is for cause or 12 months if the termination is due to death or disability) or (ii) November 13, 2028.

  41. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) (“CAP”) and certain financial performance measures of the Company. For further information about how we align executive compensation with our corporate performance, see the section titled “Compensation Discussion and Analysis” earlier in this proxy statement. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs. The following table sets forth the compensation for our CEO, who is our principal executive officer (“PEO”), and the average compensation for our other NEOs, each as reported in the Summary Compensation Table and with certain adjustments to reflect CAP. The table also provides information with respect to cumulative total stockholder returns (“TSR”), peer group cumulative TSR, net income, and the Company’s selected performance measure, Adjusted EBITDA (Pre-Bonus).

  42. Pay Versus Performance

    | 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) ($) | | | | | | | Dave Total Shareholder Return ($) | 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) |

  43. Pay Versus Performance

    | (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. |

  44. Adjustments to Calculate Compensation Actually Paid

    Adjustments to Calculate Compensation Actually Paid The table below shows the 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.

  45. Adjustments to Calculate Compensation Actually Paid

    | | 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 |

  46. Adjustments to Calculate Compensation Actually Paid

    | (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. |

  47. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS Our Board currently consists of seven directors and is divided into three classes, with staggered three-year terms, pursuant to our amended and restated certificate of incorporation and our amended and restated bylaws. Directors in Class II will stand for election at the Annual Meeting. Andrea Mitchell, who currently serves as a Class II director and whose term is expiring at the Annual Meeting, is not standing for re-election, and accordingly, the size of the Board will be reduced from seven directors to six directors effective upon the Annual Meeting. We would like to thank Ms. Mitchell for her service on the Board since 2022 and her significant contributions to the Company in that time. The terms of office of directors in Class III and Class I expire at our Annual Meetings of Stockholders to be held in 2027 and 2028, respectively. At the recommendation of our Nominating and Corporate Governance Committee, our Board proposes that the Class II nominee named below, who is currently serving as a director in Class II, be elected as a Class II director for a three-year term expiring at our 2029 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Shares represented by proxies will be voted “FOR” the election of the nominee named below, unless the proxy is marked to withhold authority to so vote. If the nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. The Class II nominee has consented to being named in this Proxy Statement and to serving if elected. Stockholders may not cumulate votes for the election of directors.

  48. Nominee to Our Board

    Nominee to Our Board The name of the nominee, his age, position and the start of his service on our Board are provided in the table below.

  49. Nominee to Our Board

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

  50. Nominee to Our Board

    | (1) Member of our Audit Committee | | (2) Member of our Compensation Committee |

  51. Nominee to Our Board

    Dan Preston. Mr. Preston has served as a member of the Board of the Company since the closing of the Business Combination in January 2022. Mr. Preston is the CEO of Stand Insurance, a property insurance innovator. He served as the Chief Executive Officer and Director of Metromile, an automobile insurance company offering usage-based insurance policies, from 2014 to 2022, where he previously served as Chief Technology Officer since joining in 2013. Prior to joining Metromile, Mr. Preston was the co-founder and Chief Technology Officer of AisleBuyer, a mobile retail innovator that was acquired by Intuit in April 2012. Mr. Preston received a bachelor’s degree in Computer Science from Brandeis University and a master’s degree in Computer Science with a specialization in Artificial Intelligence, Machine Learning and Computer Vision from Stanford University. We believe that Mr. Preston’s experience in innovative and growing technology companies qualifies him for service on our Board.

  52. Continuing Directors

    Continuing Directors The names of the directors who are serving for terms that end following the Annual Meeting, their ages, positions and the starts of service on our Board are provided in the table below.

  53. Continuing Directors

    | Name | Age | Position | Director Since | | Class III Directors: | | | | | Jason Wilk | 40 | Chief Executive Officer and Director | January 2022 | | Brendan Carroll | 48 | Director(1)(2) | January 2022 | | Nima Khajehnouri | 47 | Director(1) | January 2026 | | Class I Directors: | | | | | Michael Pope | 59 | Director(1)(2) | January 2022 | | Yadin Rozov | 48 | Director(3) | July 2023 |

  54. Continuing Directors

    | (1) Member of our Audit Committee | | (2) Member of our Nominating and Corporate Governance Committee | | (3) Member of our Compensation Committee |

  55. Continuing Directors

    Jason Wilk. Mr. Wilk has served as Chief Executive Officer and Chairperson of the Board of the Company since the closing of the Business Combination in January 2022. Mr. Wilk is the co-founder and has served as Chief Executive Officer of Dave since May 2016. Mr. Wilk has over 15 years of experience building digital companies. Prior to Dave, from October 2009 to July 2016, Mr. Wilk founded and served as Chief Executive Officer of AllScreen, an Inc 5000 top 20 technology platform that enabled large media outlets to syndicate their digital content to over 500 publishers. AllScreen was backed by leading investors Y Combinator and Mark Cuban before being acquired in 2015. Mr. Wilk began his career as the founder and Chief Executive Officer of 1DaySports.com, one of the first flash sale websites, which was acquired in 2008. Mr. Wilk holds a B.B.A. from Loyola Marymount University, College of Business Administration where he studied international business and technology. We believe that Mr. Wilk is qualified to serve as a director because of his in-depth knowledge of our business and industry, and his ability to effectively identify strategic priorities and formulate and implement strategic initiatives. Brendan Carroll. Mr. Carroll has served as a member of the Board of the Company since the closing of the Business Combination in January 2022. Mr. Carroll is a Senior Partner at Victory Park Capital Advisors, LLC (“Victory Park”), which he co-founded in 2007. He is responsible for strategic initiatives and firm operations in addition to sourcing, evaluating and executing investment opportunities. Mr. Carroll also oversees marketing, fundraising, business development and investor relations for the firm. Mr. Carroll has served as member of the board of directors of Victory Park portfolio company, johnnie-O, since 2015, and has served as a member of the board of directors and as the Co-Chief Executive Officer of each of VPC Impact Acquisition Holdings II (Nasdaq: VPCB), a special purpose acquisition company founded by an affiliate of Victory Park, and VPC Impact Acquisition Holdings III, Inc. (NYSE: VPCC), a special purpose acquisition company founded by an affiliate of Victory Park, since January 2021. From 2005 to 2007, Mr. Carroll was a member of the Solutions Group at Magnetar Capital LLC, where he specialized in direct financings to lower middle market companies. He has held various investment banking positions at William Blair and Robertson Stephens, specializing in corporate finance and mergers and acquisitions. Mr. Carroll received a B.A. in government from Georgetown University and an M.B.A. from Harvard Business School. Mr. Carroll is a member of the Finance Council of the Archdiocese of Chicago and previously served on the Board of Regents at Georgetown University. He is also a director on the board of the Ann & Robert H. Lurie Children’s Hospital of Chicago and is also a member of the board’s Finance Committee. We believe that Mr. Carroll’s extensive management and professional experience in the finance industry qualify him to serve as a director. Nima Khajehnouri. Mr. Khajehnouri has served as a member of the Board of the Company since January 2026. Mr. Khajehnouri has served as Vice President of Engineering at Meta since May 2025, and previously served as Vice President of Engineering at Google from January 2024 to May 2025, where he led the AI Data Engineering team. He previously served as Vice President of Engineering at Snap, Inc. from 2015 to December 2023, and Vice President of Engineering and Founding Member at NetSeer, Inc. from 2007 to its acquisition in 2015. Mr. Khajehnouri holds a Bachelor of Electrical Engineering from Sharif University of Technology, a PhD in Electrical Engineering and Computer Science from UCLA, and completed a postdoctoral fellowship in Computer Science, Complex Networks Lab at UCLA. We believe that Mr. Khajehnouri is qualified to serve as a director because of his extensive expertise and deep familiarity with the technology industry. Michael Pope. Mr. Pope has served as a member of the Board of the Company since January 2022. Mr. Pope served as Chief Financial Officer and Senior Vice President at Shutterfly, Inc. from October 2015 until his retirement in November 2019. He has over 25 years of financial experience having served as Chief Financial Officer at numerous technology companies, including Clean Power Finance, Inc., MarketTools Inc., Network General Corporation, DigitalThink, Inc. and Dionex Corporation. He previously served as a member of the board of directors and audit committee chairman at both Arlo Technologies, Inc. and Dionex Corporation. Mr. Pope holds a B.A. in Quantitative Economics from Stanford University and an M.B.A. from the Haas School of Business at the University of California at Berkeley. We believe that Mr. Pope is qualified to serve as a director because of his extensive financial experience and his deep familiarity with the technology industry. Yadin Rozov. Mr. Rozov has served as a member of the Board of the Company since July 2023. Mr. Rozov is the founder and managing partner of Terrace Edge Ventures LLC, a financial advisory firm, since January 2022. From 2019 to 2021, Mr. Rozov was a Partner of GoldenTree Asset Management LLC, a leading global credit asset management firm. From 2019 to 2021, Mr. Rozov also served as the Chief Executive Officer and President of Syncora Guarantee Inc. and from 2020 to 2021, as Chief Executive Officer of Financial Guaranty UK Ltd, each of which is a stand-alone specialty insurance company owned by GoldenTree. From 2009 to 2019, he was a Partner and Managing Director at Moelis & Company where he headed the Financial Institution Advisory group and was on the Management Committee of Moelis Asset Management. From 2014 to 2019, Mr. Rozov helped co-found College Avenue Student Loans LLC and served on its board and co-founded Chamonix Partners Capital Management LLC. From 2007 to 2009, Mr. Rozov was a Managing Director at UBS AG, where he was the Head of the Americas for the Repositioning Group. Mr. Rozov previously has served on the board of directors of Oramed Pharmaceuticals Inc. (Nasdaq: ORMP), on the board of directors of Midwest Holding Inc. (Nasdaq: MDWT), and on the board of directors of Neo Performance Materials Inc. and currently serves on the board of Core Scientific Inc. (Nasdaq: CORZ) since January 2024. Mr. Rozov holds an M.Sc. in data science from Columbia University and a bachelor’s degree in physics and materials engineering from Rutgers University. We believe that Mr. Rozov’s extensive and varied experience in management and financial services and experience as a director of other public companies qualify him to serve as a director.