Dave plans to enter into capped call transactions and repurchase shares of its common stock.

Dave Inc. (NASDAQ: DAVE) ("Dave" or the "Company") today announced that it plans to offer, subject to market and other conditions, $150 million principal amount of its Convertible Senior Notes due 2031 (the "notes") through a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Dave expects to grant the initial purchasers an option to purchase, for settlement within a 13-day period beginning on, and including, the date Dave first issues the notes, up to an additional $22.5 million principal amount of notes.

The notes will be senior unsecured obligations of Dave, and interest will be payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2026. The notes will mature on April 1, 2031, unless earlier converted, redeemed or repurchased. In certain circumstances and during certain periods, the notes may be converted into cash up to the aggregate principal amount of the notes to be converted and cash, shares of Dave's Class A common stock (the "common stock") or a combination thereof, at Dave's election, in respect of the remainder, if any, of Dave's conversion obligation in excess of the principal amount of the notes being converted.

Dave intends to use the net proceeds from the offering of the notes (i) to fund the cost of entering into the capped call transactions described below, (ii) to repurchase shares of common stock as described below and (iii) for general corporate purposes, including additional share repurchases under our share repurchase program.

In connection with the offering, Dave expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the notes, their respective affiliates and/or other financial institutions (the "capped call counterparties"). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of the common stock that will initially underlie the notes, assuming the initial purchasers do not exercise their option to purchase additional notes. The capped call transactions are expected generally to reduce potential dilution to the common stock upon conversion of the notes and/or offset any cash payments that Dave could be required to make in excess of the principal amount of any converted notes upon conversion thereof, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional notes, Dave expects to enter into additional capped call transactions with the capped call counterparties.

In connection with establishing their initial hedges of the capped call transactions, the capped call counterparties have advised Dave that they or their respective affiliates expect to enter into various derivative transactions with respect to the common stock concurrently with, or shortly after, the pricing of the notes, and they may unwind these various derivative transactions and purchase the common stock in open market transactions shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of the common stock or the notes at that time.

In addition, the capped call counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the common stock and/or purchasing or selling the common stock or other of Dave's securities in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so (x) during any observation period related to a conversion of the notes on or after January 1, 2031, (y) during any observation period related to a conversion of the notes prior to January 1, 2031 or following any repurchase of the notes by Dave on any fundamental change repurchase date, any redemption date or any other date on which Dave retires any notes, in each case, if Dave elects to terminate the relevant portion of the capped call transactions, and (z) in connection with any negotiated unwind or modification of the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of the common stock or the notes, which could affect noteholders' ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of the notes, it could affect the number of shares, if any, and value and/or amount of the consideration that noteholders will receive upon conversion of the notes.

Concurrently with the pricing of the offering, Dave expects to repurchase shares of common stock from purchasers of notes in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate, and Dave expects the purchase price per share of common stock repurchased in such transactions to equal the closing price per share of common stock on the date of the pricing of the offering. These repurchases could increase, or prevent a decrease in, the market price of the common stock or the notes, which could result in a higher effective conversion price for the notes.

The notes and the shares of common stock, if any, issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act, or under any state securities laws, and may not be offered or sold in the United States without registration under, or an applicable exemption from, the registration requirements. This press release is not an offer to sell, nor is it a solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or any jurisdiction. It is issued pursuant to Rule 135c under the Securities Act.

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COMTEX_478616906/2227/2026-05-06T02:41:15