UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

DAVE INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

April 20, 2026

To Our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Dave Inc. (the “Annual Meeting”), which will be held virtually on June 2, 2026 at 9:00 a.m. Pacific Time. The Annual Meeting will be a completely virtual meeting, conducted only via live webcast on the Internet at www.virtualshareholdermeeting.com/DAVE2026. There will be no physical location for the Annual Meeting. You will be able to attend and participate in the Annual Meeting online, submit questions during the meeting and vote your shares electronically. You will need the 12-digit control number, which is located on the Notice of Internet Availability (“Notice”) that you received in the mail or proxy card (if you receive a printed copy of the materials) to attend the Annual Meeting. In addition, although the live webcast is available only to stockholders at the time of the meeting, following completion of the Annual Meeting, a webcast replay will be posted to the Investor Relations section of our website at investors.dave.com.

The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.

Please use this opportunity to take part in our affairs by voting on the business to come before the Annual Meeting. We have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about April 20, 2026, we began mailing to our stockholders the Notice. Prior to the Annual Meeting, you can access the proxy materials and vote at www.proxyvote.com. During the Annual Meeting, you can access the proxy materials and vote at www.virtualshareholdermeeting.com/DAVE2026. Instructions for accessing the proxy materials and voting are described below and in the Notice that you received in the mail. Only stockholders of record at the close of business on April 13, 2026 may vote at the Annual Meeting and any postponements or adjournments of the meeting.

Your vote is important. Whether or not you expect to attend and participate in the Annual Meeting, please carefully review the proxy statement and cast your vote, regardless of the number of shares you hold.

If you are a stockholder of record, you may vote over the Internet, by telephone, or, if you request to receive a printed set of the proxy materials, by completing, signing, dating and mailing the accompanying proxy card in the return envelope. Submitting your vote via the Internet or by telephone or proxy card will not affect your right to vote online during the virtual meeting if you decide to attend the Annual Meeting. If your shares are held in street name (i.e., held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet if your voting instruction form from your broker or nominee includes instructions and a toll-free telephone number or Internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.

Sincerely,

Jason Wilk

Chief Executive Officer, President and Chairperson of the Board

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 2, 2026: THE NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS, PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 ARE AVAILABLE FREE OF CHARGE PRIOR TO THE ANNUAL MEETING AT WWW.PROXYVOTE.COM AND DURING THE ANNUAL MEETING AT WWW.VIRTUALSHAREHOLDERMEETING.COM/DAVE2026.

DAVE INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 2, 2026

By Order of the Board of Directors,
Jason Wilk
Chief Executive Officer, President and Chairperson of the Board

TABLE OF CONTENTS

DAVE INC.

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 2, 2026

INFORMATION ABOUT SOLICITATION AND VOTING

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) of Dave Inc. (“Dave”), for use at Dave’s 2026 Annual Meeting of Stockholders (the “Annual Meeting” or “meeting”) to be held on June 2, 2026 at 9:00 a.m. Pacific Time via live webcast on the Internet at www.virtualshareholdermeeting.com/DAVE2026. References in this proxy statement (the “Proxy Statement”) to “we,” “us,” “our,” “the Company” or “Dave” refer to Dave Inc. Capitalized terms used but not defined in this proxy statement shall have the meanings ascribed to them in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

INTERNET AVAILABILITY OF PROXY MATERIALS

In accordance with the rules of the Securities and Exchange Commission (“SEC”), we are furnishing our proxy materials, including this proxy statement and our annual report, to our stockholders primarily via the Internet. On or about April 20, 2026, we began mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) that contains instructions on how to access our proxy materials on the Internet. The Notice also contains instructions on how to vote via the Internet. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by email by following the instructions contained in the Notice.

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting to Be Held on Tuesday, June 2, 2026

This proxy statement and our 2025 Annual Report on Form 10-K are available free of charge at www.proxyvote.com prior to the Annual Meeting and at www.virtualshareholdermeeting.com/DAVE2026 during the Annual Meeting.

QUESTIONS AND ANSWERS ABOUT THE MEETING

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

We have a strong commitment to good corporate governance practices. These practices provide an important framework within which our Board, its committees and our management can pursue our strategic objectives in order to promote the interests of our stockholders.

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, board committee structure and functions and other policies for the governance of our Company. Our Corporate Governance Guidelines are available without charge on the Investor Relations section of our website, which is located at investors.dave.com by clicking on “Documents & Charters” in the “Corporate Governance” section of our website. Our Corporate Governance Guidelines are subject to modification from time to time by our Board pursuant to the recommendations of our Nominating and Corporate Governance Committee.

Board Leadership Structure

Our Corporate Governance Guidelines provide that our Board shall be free to choose its Chairperson in any way that it considers in the best interests of our Company, and that our Nominating and Corporate Governance Committee periodically considers the leadership structure of our Board and makes such recommendations to our Board with respect thereto as appropriate. In addition, our Corporate Governance Guidelines provide that, when the positions of Chairperson and Chief Executive Officer are held by the same person, our Board will designate a Lead Independent Director. We established a Lead Independent Director role with broad authority and responsibility, as described further below. The independent members of the Board also meet in executive session without management, which enhances the benefit of having the perspective of independent directors. The Lead Independent Director chairs these meetings.

Jason Wilk is the Chairperson of our Board and our Chief Executive Officer. This allows the Board to benefit from Mr. Wilk’s in-depth knowledge of our business and industry, and his ability to effectively identify strategic priorities and formulate and implement strategic initiatives. Mr. Wilk founded and has led Dave since its inception. As Chief Executive Officer, Mr. Wilk is also intimately involved in our day-to-day operations and is thus in a position to elevate the most critical business issues for consideration by the Board. The Board believes that Mr. Wilk’s strategic vision for the business, his in-depth knowledge of our operations, and his experience serving as the Chairperson of the Board and Chief Executive Officer since Legacy Dave’s inception make him well qualified to serve as both Chairperson of the Board and Chief Executive Officer. Our independent directors bring experience, oversight and expertise from outside of our Company, while Mr. Wilk brings company-specific experience and expertise. Our Board believes that Mr. Wilk’s combined role enables strong leadership, creates clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to stockholders. Accordingly, our Board has determined that the combined role of Chairperson and Chief Executive Officer with a strong Lead Independent Director provides balance and is the best leadership structure for us at the current time and is in the best interests of our Company and our stockholders.

Lead Independent Director

Michael Pope currently serves as our Lead Independent Director. The responsibilities of the Lead Independent Director include:

Our Board’s Role in Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly through the Board as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. Areas of focus include economic, operational, financial (accounting, credit, investment, liquidity and tax), competitive, legal, regulatory, cybersecurity, privacy, compliance and reputational risks. The risk oversight responsibility of our Board and its committees is supported by our management reporting processes, which are designed to provide visibility to our Board and to our personnel who are responsible for risk assessment and information about the identification, assessment and management of critical risks, and our management’s risk mitigation strategies.

Our Audit Committee is responsible for reviewing and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. The Audit Committee also monitors compliance with legal and regulatory requirements and assists our Board in fulfilling its oversight responsibilities with respect to risk management, including risks related to cybersecurity. Our Nominating and Corporate Governance Committee assesses risks related to our corporate governance practices, the independence of our Board and monitors the effectiveness of our governance guidelines. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

We believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach.

Independence of Directors; Controlled Company Exemption

Our Board has determined that each of the members of our Board other than Mr. Wilk is “independent” as defined under the listing rules of Nasdaq. As Chief Executive Officer of the Company, Mr. Wilk is not an independent director, as defined by SEC rules and Nasdaq listing standards.

Although we qualify as a “controlled company” under Nasdaq listing standards because Mr. Wilk controls a majority of the voting power of our outstanding capital stock, we currently do not rely on any controlled company exemption under Nasdaq listing standards. As a controlled company, we are exempt from certain Nasdaq corporate governance requirements, including those that would otherwise require our Board to have a majority of independent directors and require that we establish compensation and director nominations committees, each comprised entirely of independent directors, or otherwise ensure that the compensation of our executive officers and nominees for directors are determined or recommended to the Board by the independent members of the Board. We will be entitled to rely on these exemptions for as long as we are considered a “controlled company,” and to the extent we rely on one or more of these exemptions, holders of our capital stock will not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Committees of Our Board

Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The composition and responsibilities of each committee are described below. Each of these committees has a written charter approved by our Board. Copies of the charters for each committee are available on the Investor Relations section of our website, which is located at investors.dave.com by clicking on “Documents & Charters” in the “Corporate Governance” section of our website. Members serve on these committees until (i) they resign from their respective committee, (ii) they no longer serve as a director or (iii) as otherwise determined by our Board.

Audit Committee

Our Audit Committee is comprised of Brendan Carroll, Nima Khajehnouri, Dan Preston and Michael Pope, each of whom meets the requirement for independence and financial sophistication under current Nasdaq listing standards and SEC rules and regulations, including Rule 10A-3. Mr. Pope serves as chair. In addition, Messrs. Pope, Carroll and Khajehnouri qualify as “audit committee financial experts” as defined in applicable SEC rules. The Audit Committee’s responsibilities include, among other things:

The Audit Committee operates under a written charter, which is available on our website at investors.dave.com/corporate-governance/documents-charters. All audit and permissible non-audit services to be provided to us by our independent registered public accounting firm will be approved in advance by the Audit Committee. In the fiscal year ended December 31, 2025, the Audit Committee held four meetings.

Compensation Committee

Our Compensation Committee is comprised of Dan Preston, Andrea Mitchell and Yadin Rozov. Mr. Preston serves as chair. Messrs. Preston and Rozov and Ms. Mitchell each meet the requirement for independence under current Nasdaq listing standards and SEC rules and regulations, and Messrs. Preston and Rozov are non-employee directors, as defined in Rule 16b-3 promulgated under the Exchange Act. The Compensation Committee is responsible for, among other things:

The Compensation Committee operates under a written charter, which is available on our website at investors.dave.com/corporate-governance/documents-charters. In the fiscal year ended December 31, 2025, the Compensation Committee held seven meetings.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is comprised of Michael Pope, Brendan Carroll and Andrea Mitchell. Ms. Mitchell serves as chair. Messrs. Pope and Carroll and Ms. Mitchell each meet the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. The Nominating and Corporate Governance Committee is responsible for, among other things:

The Nominating and Corporate Governance Committee operates under a written charter, which is available on our website at investors.dave.com/corporate-governance/documents-charters. In the fiscal year ended December 31, 2025, the Nominating and Corporate Governance Committee held four meetings.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is or has been at any time one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board or compensation committee (or other board or committee performing equivalent functions or, in the absence of any such committee, the entire board) of any entity that has one or more executive officers serving as a member of the board or compensation committee.

Board and Committee Meetings and Attendance

During the year ended December 31, 2025, the Board met six times. All members of our Board attended, on an aggregate basis, at least 75% of the meetings of the Board and the committees of the Board on which such member served that were held during the fiscal year ended December 31, 2025, except Brendan Carroll.

While we do not have a formal policy regarding attendance by members of our Board at our annual meetings of stockholders, each director is encouraged to attend. Six of the then seven incumbent directors attended the annual meeting of stockholders in 2025.

Communication with Directors

Stockholders and interested parties who wish to communicate with our Board, non-management members of our Board as a group, a committee of our Board or a specific member of our Board (including our chairperson or Lead Independent Director) may do so by letters addressed to the attention of our Corporate Secretary.

All communications are reviewed by the Corporate Secretary and provided to the members of our Board as appropriate. Unsolicited items, sales materials, abusive, threatening or otherwise inappropriate materials and other routine items and items unrelated to the duties and responsibilities of our Board will not be provided to directors.

The address for these communications is:

Dave Inc.

1265 South Cochran Avenue

Los Angeles, CA 90019

Attn: Corporate Secretary

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of the members of our Board, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Code of Business Conduct and Ethics is posted on the Investor Relations section of our website, which is located at investors.dave.com by clicking on “Documents & Charters” in the “Corporate Governance” section of our website. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the location specified above.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale and other dispositions of our securities by our directors, officers, employees and other individuals associated with us that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to us. It is also our policy to comply with applicable securities laws when engaging in transactions in our own securities.

NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS

Nomination to the Board

Candidates for nomination to our Board are selected by our Board based on the recommendation of our Nominating and Corporate Governance Committee in accordance with its charter, our amended and restated certificate of incorporation and amended and restated bylaws, our Corporate Governance Guidelines and the criteria approved by our Board regarding director candidate qualifications. In recommending candidates for nomination, our Nominating and Corporate Governance Committee considers candidates recommended by directors, officers, employees, stockholders and others, using the same criteria to evaluate all candidates.

The Nominating and Corporate Governance Committee considers candidates recommended by stockholders and evaluates such nominees using the same criteria as it does for candidates nominated by the Nominating and Corporate Governance Committee. Additional information regarding the process for properly submitting stockholder nominations for candidates for nomination to our Board is set forth above under “Requirements for Stockholder Proposals to be considered for inclusion in our proxy materials for our 2027 Annual Meeting” and “Requirements for Stockholder Proposals to be presented at our 2027 Annual Meeting.”

Director Qualifications

With the goal of developing an experienced and highly qualified Board, our Nominating and Corporate Governance Committee is responsible for developing and recommending to our Board the desired qualifications, expertise and characteristics of members of our Board, including any specific minimum qualifications that the committee believes must be met by a nominee for membership on our Board and any specific qualities or skills that the committee believes are necessary for one or more of the members of our Board to possess.

Because the identification, evaluation and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of our Board from time to time, our Board has not adopted a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory and Nasdaq listing requirements and the provisions of our amended and restated certificate of incorporation and amended and restated bylaws, our Corporate Governance Guidelines and the charters of the committees of our Board. When considering nominees, our Nominating and Corporate Governance Committee may take into consideration many factors including, among other things, a candidate’s independence, integrity, skills, financial and other expertise, breadth of experience, knowledge about our business or industry and ability to devote adequate time and effort to responsibilities of our Board in the context of its existing composition. Through the nomination process, our Nominating and Corporate Governance Committee seeks to promote board membership that reflects a wide range of business experience, expertise, viewpoints, personal backgrounds and other characteristics that are expected to contribute to our Board’ overall effectiveness. The brief biographical description of each director set forth in “Proposal One: Election of Directors” below includes the primary individual experience, qualifications, attributes and skills of each of our directors that led to the conclusion that each director should serve as a member of our Board at this time.

DIRECTOR COMPENSATION

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.

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:

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

Annual Committee Member Service Retainer

Annual Committee Chair Service Retainer (in lieu of Annual Committee Member Service Retainer)

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.

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion & Analysis (“CD&A”) outlines our executive compensation program for our named executive officers (“NEOs”), listed below. This CD&A also describes the process of the Compensation Committee of the Board (the “Compensation Committee”) for making pay decisions, as well as its rationale for specific decisions related to the fiscal year ended December 31, 2025. This CD&A should be read together with the compensation tables and related disclosures that follow this section. The Compensation Committee oversees the compensation programs for our NEOs and is responsible for the compensation-related decisions discussed in this CD&A.

The following are our NEOs for fiscal year 2025:

Mr. Wilk and Mr. Beilman were the only individuals who served as executive officers of the Company during 2025.

Executive Summary

2025 Financial and Operating Highlights

Key financial and operating highlights for fiscal year 2025 include:

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:

Compensation Best Practices

The following table highlights the key features of our program that promote sound compensation governance practices:

Compensation Design

Guiding Principles and Objectives

Our executive compensation program is designed to attract, motivate and retain talented executives who are critical to our long-term success and the creation of stockholder value. The Compensation Committee oversees our compensation program and has established the following guiding principles:

Elements of Compensation

Our 2025 executive compensation program consisted of the following primary elements:

Compensation Mix

The Compensation Committee believes that a significant portion of each NEO’s total compensation should be “at risk” and tied to Company performance. The charts below show, for fiscal year 2025, the target total direct compensation mix for our CEO and our CFO & COO, who was our only other NEO. These charts illustrate that 92.6% of our CEO’s and 90.2% of our CFO & COO’s target total direct compensation is “at risk” and tied to Company performance.

See “2025 Named Executive Officer Compensation” below for a more detailed overview of our compensation programs.

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:

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.

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:

In fiscal year 2025, Non-GAAP Variable Profit was $383 million, and Non-GAAP Adjusted EBITDA (Pre-Bonus) was $209 million. This resulted in the following payout amounts under the fiscal year 2025 bonus plan for each of our NEOs:

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.

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.

Other Compensation Practices, Policies & Guidelines

Compensation Risk Assessment

The Compensation Committee, with the assistance of its compensation consultant, reviews our compensation programs, policies and practices to assess whether they create risks that are reasonably likely to have a material adverse effect on the Company. Based on its review in April 2026, the Compensation Committee concluded that our compensation programs do not create incentives for excessive or inappropriate risk-taking and are not reasonably likely to have a material adverse effect on the Company.

Policy Against Hedging and Pledging

The Dave Inc. Insider Trading Policy (the "Insider Trading Policy") generally prohibits members of our Board and all employees, including “officers” under Section 16 of the Exchange Act, from purchasing any financial instruments (such as prepaid variable forward contracts, equity swaps, collars or exchange funds) or otherwise engaging in any transactions that hedge the risk of Company stock ownership. The Board is permitted under our Insider Trading Policy to grant certain exceptions from these prohibitions to our executive officers.

In addition, our Insider Trading Policy prohibits holding the Company’s securities in a margin account or pledging the Company’s securities as collateral for a loan unless the pledge has been approved by the Compliance Officer, and subject to certain conditions.

A copy of the Insider Trading Policy has been filed as an exhibit to our Annual Report on Form 10-K for the

fiscal year ended December 31, 2025.

Clawback Policy

In accordance with Section 10D-1 of the Exchange Act and Nasdaq listing standards, the Company adopted the Dave Inc. Compensation Recovery Policy (the “Clawback Policy”), which applies to current and former executive officers. Under the Clawback Policy, in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, the Company will recover, on a reasonably prompt basis, the amount of any incentive-based compensation received by a covered executive officer during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the restatement that exceeds the amount that otherwise would have been received had it been determined based on the restated amounts.

The Clawback Policy applies to incentive-based compensation received on or after November 16, 2023 and operates on a “no-fault” basis, meaning that recovery is required regardless of whether the executive officer was responsible for the restatement.

A copy of the Clawback Policy has been filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Employment, Severance and Change-in-Control Benefits

The Company has entered into employment agreements with each of its NEOs, which set forth each NEO’s annual base salary, cash incentive bonus opportunity, and eligibility for employee benefits. These employment agreements also provide a competitive level of severance protection to attract and retain executive talent and to ensure continuity of management in the event of a change in control. The material terms of the employment agreements are further described under the section “Executive Compensation Arrangements” on page 27 of this proxy statement.

The Compensation Committee believes that providing reasonable severance and change-in-control protections is consistent with market practice and helps ensure that our executives are able to evaluate potential change-in-control transactions objectively without regard to the potential impact on their own employment. Our arrangements do not include any tax gross-up provisions.

Benefits

The Company provides benefits to its named executive officers on the same basis as provided to all of its employees, including medical, dental, vision, life and AD&D, accident and hospital indemnity insurance and short- and long-term disability insurance, flexible spending accounts, vacation and paid holidays. The named executive officers are also eligible to participate in the Company’s 401(k) savings plan, which the Company maintains for the benefit of its employees. Employees can defer up to 90% of their compensation to the 401(k) savings plan subject to fixed annual limits. All current employees are eligible to participate in the 401(k) savings plan. Beginning January 2021, the Company began matching contributions to the 401(k) savings plan equal to 100% of the first 4% of wages deferred by each participating employee.

We do not maintain any supplemental executive retirement plans, non-qualified deferred compensation plans or other pension-like arrangements for our NEOs. We also do not provide any material perquisites or personal benefits to our NEOs other than the benefits available to employees generally.

Tax Considerations-Section 162(m)

Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) generally disallows a tax deduction to public companies for compensation paid in excess of $1 million for any fiscal year to a company’s covered employees.” The Compensation Committee may approve compensation in excess of $1 million to employees that will not be deductible under Section 162(m) when it believes doing so is in the best interests of the Company and its stockholders. The Compensation Committee considers it important to retain the flexibility to design a compensation program that is in the best long-term interests of the Company and its stockholders, even if certain payments under the program are not deductible under Section 162(m).

Accounting for Stock-Based Compensation

The Compensation Committee considers accounting implications in designing our executive compensation program, such as ASC Topic 718, the standard which governs the accounting treatment of stock-based compensation awards. ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made

to our employees and non-employee members of our Board based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.

Equity Award Grant Practices

Annual equity awards are typically approved for our NEOs by the Compensation Committee during its first quarter meeting. We do not grant equity awards in anticipation of the release of material, nonpublic information, nor do we time such releases of material, nonpublic information based on equity award grant dates, vesting events or sale events. In 2025, we have not timed the disclosure of material, nonpublic information for the purpose of affecting the value of executive compensation. We did not grant stock options in fiscal year 2025.

REPORT OF THE COMPENSATION COMMITTEE

The information contained in the following report of our Compensation Committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Exchange Act or the Securities Act unless and only to the extent that we specifically incorporate it by reference.

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and, based on that review and discussion, has recommended to the Board that the foregoing Compensation Discussion and Analysis be included in the Company’s proxy statement relating to the 2026 Annual Meeting of Stockholders.

Submitted by the Compensation Committee

Dan Preston, Chair

Andrea Mitchell

Yadin Rozov

EXECUTIVE COMPENSATION

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.

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.

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.