Dave Inc./DE 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Interest Rate Risk Our market risk exposure relates primarily to interest rate fluctuations on our Debt Facility, a delayed draw senior secured loan facility with total commitments of $150.0 million maturing in December 2026. Following the Fifth Amendment executed in July 2025, the Debt Facility bears interest at a base rate plus 5.00% per annum, where the base rate is the greater of SOFR for a three-month tenor plus 3.00%, or a contractual floor. The Fifth Amendment also removed the Minimum Receivable Loan-to-Value ratio covenant and implemented additional reporting requirements and enhanced cash management provisions. The economic terms of the facility, including the interest rate, were unchanged from the Fourth Amendment executed in October 2024. As of both December 31, 2025 and December 31, 2024, we had $75.0 million outstanding under the Debt Facility at an effective interest rate of approximately 9.0% and 9.7%, respectively. No principal repayments have been made since inception of the facility. See Note 11, Debt Facility, in the notes to our consolidated financial statements for additional information regarding the terms and amendments of the Debt Facility. We use the Debt Facility as one source of funding for ExtraCash receivables held on our balance sheet, with the remainder funded from operating cash flows and available cash, which carry no interest cost. Because our variable-rate exposure is limited to the $75.0 million drawn on the facility, the impact of interest rate fluctuations on our results of operations is not significant. A hypothetical 200 basis point increase in SOFR would increase annual interest expense by approximately $1.5 million, and a decrease of the same magnitude would reduce interest expense by a corresponding amount, subject to the contractual base rate floor. This sensitivity analysis assumes an instantaneous shift in SOFR based on period-end balances and does not account for changes in facility utilization, the base rate floor on downward scenarios, or management actions to mitigate exposure. We do not use derivative instruments to hedge interest rate risk. As described in “Item 1. Business - Bank Partners,” our Program Agreement with Coastal is expected to reduce our reliance on the Debt Facility over time as ExtraCash receivables transition to an off-balance-sheet structure, though we will become indirectly exposed to a Federal Funds Rate-based variable rate retained by Coastal. We do not have material exposure to foreign currency exchange rate risk or commodity price risk. ExtraCash Receivables and Credit Risk ExtraCash receivables are short-duration assets with an average term of approximately 11 days. Due to their quick turnover, the fair value of these receivables is not materially sensitive to changes in market interest rates. However, interest rate changes may indirectly affect our receivables portfolio, as elevated rates may increase Member demand for short-term liquidity while reducing settlement capacity. Macroeconomic conditions can materially affect our Members’ ability to repay ExtraCash advances. Our allowance for credit losses was $37.6 million and $22.7 million as of December 31, 2025 and 2024, respectively. We manage credit risk through CashAI, our proprietary AI-powered underwriting engine. See “Item 7. Management’s Discussion and Analysis—Credit Performance” and Note 5 to our consolidated financial statements for additional discussion. 76 Ite m 8. Financial Statements and Supplementary Data. DAVE INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB Firm ID: 34 ) 78 Consolidated Balance Sheets as of December 31, 2025 and 2024 81 Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023 83 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024 and 2023 84 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025, 2024, and 2023 85 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 86 Notes to Consolidated Financial Statements 88 77 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Dave Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Dave Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 2, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate. Allowance for Credit Losses — Refer to Notes 2 and 5 to the financial statements Critical Audit Matter Description ExtraCash receivables from contracts with Members as of the balance sheet dates are recorded at their original origination or purchased amounts, inclusive of outstanding processing fees, overdraft service fees and tips, and reduced by an allowance for expected credit losses. The Company pools its ExtraCash receivables, all of which are short-term (average term of approximately 11 days) in nature and arise from contracts with Members, based on shared risk characteristics to assess their risk of loss, even when that risk is remote. The Company uses an aging 78 method and historical loss rates as a basis for estimating the percentage of current and delinquent ExtraCash receivables balances that will result in credit losses to derive the allowance for credit losses. The Company considers whether the conditions at the measurement date and reasonable and supportable forecasts about future conditions warrant an adjustment to its historical loss experience. In assessing such adjustments, the Company primarily evaluates current economic conditions, expectations of near-term economic trends and changes in customer payment terms, collection trends and cash collections subsequent to the balance sheet date. Given the significant judgment and estimation uncertainty in management’s assumptions, including historical loss rates, aging method, pooling based on shared characteristics, and economic conditions, auditing the allowance for credit losses required a high degree of auditor judgment and an increased extent of effort. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the allowance for credit losses included the following, among others: • We obtained an understanding and tested the effectiveness of controls over determining the allowance for credit losses, including controls over the ExtraCash advances and data used in determining historical loss rates. • We evaluated the reasonableness of management’s assumptions used in the allowance for credit losses, including historical loss rates and the stratification of receivables by aging. Our procedures included testing the completeness and accuracy of the underlying data and assessing the calculation of aging percentages. • We performed retrospective analyses of subsequent cash collections related to advances outstanding at year-end, comparing actual receipts to the amount estimated by the Company. • We tested the completeness and accuracy of the data used in the allowance calculation and the mathematical accuracy of the calculation. Deferred Tax Asset Valuation Allowance — Refer to Note 2 and 18 to the financial statements Critical Audit Matter Description The Company regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment, the Company considers both positive and negative evidence in the various jurisdictions in which it operates related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2025, based on all available positive and negative evidence, having demonstrated sustained profitability, which is objective and verifiable, and taking into account anticipated future earnings, the Company has concluded that it is more likely than not that its U.S. federal and state deferred tax assets will be realizable. The Company released its valuation allowance during the year ended December 31, 2025. This determination of the need for a valuation allowance against deferred tax assets involves significant management judgment and estimates, which in turn required a high degree of auditor judgment and an increased extent of effort, including the use of tax specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the need for a deferred tax valuation allowance included the following, among others: • We tested the effectiveness of controls over management’s assessment of the realizability of deferred tax assets, including controls over the evaluation of positive and negative evidence. • We evaluated the reasonableness of management’s assumptions regarding future earnings, including consideration of historical operating results, realization of deferred tax assets and forecasted future realization. • We tested the completeness and accuracy of the underlying data used in management’s analysis and the mathematical accuracy of the valuation allowance calculation. • With the assistance of our income tax specialists, we evaluated the nature and timing of the expected reversal of 79 temporary differences and the appropriateness of tax rates applied. • We performed a retrospective review of management’s prior period estimates of future taxable income to assess the reliability of management’s forecasting process. /s/ Deloitte & Touche LLP Los Angeles , California March 2, 2026 We have served as the Company's auditor since 2022. 80 Dave Inc. Consolidated Balance Sheets (in thousands; except share data) December 31, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 80,523 $ 49,718 Marketable securities - 97 ExtraCash receivables, net of allowance for credit losses of $ 37,641 and $ 22,703 as of December 31, 2025 and December 31, 2024, respectively 297,307 175,857 Investments 40,788 40,473 Prepaid expenses and other current assets 18,078 16,127 Total current assets 436,696 282,272 Property and equipment, net 474 704 Lease right-of-use assets (related-party of $ 195 and $ 507 as of December 31, 2025 and December 31, 2024, respectively) 195 507 Intangible assets, net 13,670 13,642 Debt facility commitment fee, long-term - 163 Restricted cash 1,841 1,659 Deferred tax assets, net 34,185 - Other non-current assets 357 380 Total assets $ 487,418 $ 299,327 Liabilities, and stockholders’ equity Current liabilities: Accounts payable $ 8,358 $ 6,767 Accrued expenses 14,698 16,707 Debt facility, current 75,000 - Lease liabilities, short-term (related-party of $ 63 and $ 350 as of December 31, 2025 and December 31, 2024, respectively) 63 350 Legal settlement accrual 7,838 7,105 Other current liabilities 8,040 4,132 Total current liabilities 113,997 35,061 Lease liabilities, long-term (related-party of $ 141 and $ 204 as of December 31, 2025 and December 31, 2024, respectively) 141 204 Debt facility, long-term - 75,000 Warrant and earnout liabilities 16,077 2,928 Other non-current liabilities 4,476 3,033 Total liabilities $ 134,691 $ 116,226 Commitments and contingencies (Note 12) Stockholders’ equity: Preferred stock, par value per share $ 0.0001 , 10,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2025 and December 31, 2024 - - Class A common stock, par value per share $ 0.0001 , 500,000,000 shares authorized; 12,560,600 and 11,551,528 shares issued at December 31, 2025 and December 31, 2024, respectively; 12,236,547 and 11,501,965 shares outstanding at December 31, 2025 and December 31, 2024 1 1 Class V common stock, par value per share $ 0.0001 , 100,000,000 shares authorized; 1,314,082 and 1,514,082 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively; - - Additional paid-in capital 352,664 335,326 Treasury shares, at cost (Class A common stock, 274,490 shares at December 31, 2025) ( 43,730 ) - Accumulated other comprehensive gain 374 221 Retained earnings (accumulated deficit) 43,418 ( 152,447 ) Total stockholders’ equity $ 352,727 $ 183,101 Total liabilities, and stockholders’ equity $ 487,418 $ 299,327 See accompanying notes to the consolidated financial statements. 81 Dave Inc. Consolidated Balance Sheets, Continued (in thousands; except share data) The following table presents the assets and liabilities of a consolidated variable interest entity (“VIE”), which are included in the consolidated balance sheets above. The assets in the table below may only be used to settle obligations of consolidated VIEs and are in excess of those obligations. All intercompany accounts have been eliminated. As of December 31, 2025 As of December 31, 2024 Assets Cash and cash equivalents $ 30,935 $ 46,106 Investments 19,964 19,163 ExtraCash receivables, net of allowance for credit losses 206,595 158,447 Debt facility commitment fee, current 162 155 Debt facility commitment fee, long-term - 163 Total assets $ 257,656 $ 224,034 Liabilities Accounts payable $ 560 $ 605 Debt facility, current 75,000 - Debt facility, long-term - 75,000 Total liabilities $ 75,560 $ 75,605 See accompanying notes to the consolidated financial statements. 82 Dave Inc. Consolidated Statements of Op erations (in thousands; except share data) For the Years Ended December 31, 2025 2024 2023 Operating revenues: Service based revenue, net $ 511,910 $ 311,426 $ 232,241 Transaction based revenue, net 42,272 35,650 26,852 Total operating revenues, net 554,182 347,076 259,093 Operating expenses: Provision for credit losses 91,040 54,626 58,386 Processing and servicing costs 33,476 29,361 28,124 Financial network and transaction costs 28,210 24,726 22,687 Advertising and activation costs 65,989 53,446 56,662 Compensation and benefits 103,354 105,760 93,303 Technology and infrastructure 12,094 11,011 10,583 Other operating expenses 33,396 33,535 31,548 Total operating expenses 367,559 312,465 301,293 Other (income) expenses: Interest income ( 1,596 ) ( 2,984 ) ( 5,295 ) Interest expense 7,043 7,989 11,774 Gain on extinguishment of convertible debt - ( 33,442 ) - Changes in fair value of earnout liabilities 3,285 965 ( 22 ) Changes in fair value of public and private warrant liabilities 9,864 1,729 ( 260 ) Total other (income) expense, net 18,596 ( 25,743 ) 6,197 Net income (loss) before provision (benefit) for income taxes 168,027 60,354 ( 48,397 ) Provision (benefit) for income taxes ( 27,838 ) 2,481 120 Net income (loss) $ 195,865 $ 57,873 $ ( 48,517 ) Net income (loss) per share: Basic $ 14.65 $ 4.62 $ ( 4.07 ) Diluted $ 13.53 $ 4.19 $ ( 4.07 ) Weighted-average shares used to compute net income (loss) per share Basic 13,366,072 12,520,789 11,934,699 Diluted 14,480,703 13,822,582 11,934,699 See accompanying notes to the consolidated financial statements. 83 Dave Inc. Consolidated Statements of Comprehensive Income (Loss ) (in thousands) For the Years Ended December 31, 2025 2024 2023 Net income (loss) $ 195,865 $ 57,873 $ ( 48,517 ) Other comprehensive gain (loss): Unrealized gain (loss) on available-for-sale securities, net of tax 153 ( 428 ) 2,324 Comprehensive income (loss) $ 196,018 $ 57,445 $ ( 46,193 ) See accompanying notes to the consolidated financial statements. 84 Dave Inc. Consolidated Statement of Stockhol ders’ Equity (in thousands, except share data) Common stock Class A Class V Additional paid-in capital Treasury shares Accumulated other comprehensive (loss) income Retained earnings (accumulated deficit) Total stockholders’ equity Shares Amount Shares Amount Balance at January 1, 2023 10,284,657 $ 1 1,514,082 $ - $ 270,037 $ - $ - $ ( 1,675 ) $ ( 161,803 ) $ 106,560 Issuance of Class A common stock in connection with stock plans 349,516 - - - 34 - - - 34 Payment for fractional shares after reverse stock split - - - - ( 12 ) - - - ( 12 ) Stock-based compensation - - - - 26,674 - - - 26,674 Unrealized gain on available-for-sale securities - - - - - - 2,324 - 2,324 Net loss - - - - - - - ( 48,517 ) ( 48,517 ) Balance at January 1, 2024 10,634,173 $ 1 1,514,082 $ - $ 296,733 $ - $ - $ 649 $ ( 210,320 ) $ 87,063 Issuance of Class A common stock in connection with stock plans 867,792 - - - 1,266 - - - 1,266 Stock-based compensation - - - - 37,327 - - - 37,327 Unrealized loss on available-for-sale securities - - - - - - ( 428 ) - ( 428 ) Net income - - - - - - - 57,873 57,873 Balance at January 1, 2025 11,501,965 $ 1 1,514,082 $ - $ 335,326 $ - $ - $ 221 $ ( 152,447 ) $ 183,101 Issuance of Class A common stock in connection with stock plans 941,384 - - - 761 - - - 761 Shares withheld related to net share settlement ( 132,312 ) - - - ( 13,319 ) - - - ( 13,319 ) Repurchase of Class A common stock ( 274,490 ) - - - - ( 43,730 ) - - ( 43,730 ) Conversion of Class V common stock to Class A common stock 200,000 - ( 200,000 ) - - - - - - Stock-based compensation - - - - 29,896 - - - 29,896 Unrealized gain on available-for-sale securities - - - - - - 153 - 153 Net income - - - - - - - 195,865 195,865 Balance at December 31, 2025 12,236,547 $ 1 1,314,082 $ - $ 352,664 - $ ( 43,730 ) $ 374 $ 43,418 $ 352,727 See accompanying notes to the consolidated financial statements. 85 Dave Inc. Consolidated Statemen ts of Cash Flows (in thousands) For the Years Ended December 31, 2025 2024 2023 Operating activities Net income (loss) $ 195,865 $ 57,873 $ ( 48,517 ) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 7,131 7,681 5,544 Provision for credit losses 91,040 54,626 58,386 Changes in fair value of earnout liabilities 3,285 965 ( 22 ) Changes in fair value of public and private warrant liabilities 9,864 1,729 ( 260 ) Gain on extinguishment of convertible debt - ( 33,442 ) - Stock-based compensation 29,896 37,327 26,674 Deferred income taxes ( 34,185 ) - - Non-cash interest - 251 3,114 Non-cash lease expense ( 38 ) ( 21 ) ( 20 ) Changes in fair value of marketable securities and investments 76 ( 16 ) 44 Changes in operating assets and liabilities: ExtraCash receivables, service based revenue ( 16,657 ) ( 6,160 ) ( 4,082 ) Prepaid income taxes - 148 683 Prepaid expenses and other current assets ( 1,943 ) ( 8,157 ) 3,311 Accounts payable 1,591 1,282 ( 5,935 ) Accrued expenses ( 2,009 ) 4,082 1,661 Legal settlement accrual 733 3,775 ( 6,120 ) Other current liabilities 3,908 267 ( 446 ) Other non-current liabilities 1,443 2,904 5 Other non-current assets 23 23 ( 266 ) Net cash provided by operating activities 290,023 125,137 33,754 Investing activities Payments for internally developed software costs ( 6,457 ) ( 7,300 ) ( 7,895 ) Purchase of property and equipment ( 317 ) ( 262 ) ( 688 ) Net originations, purchases and collections of ExtraCash receivables ( 195,833 ) ( 111,477 ) ( 62,967 ) Purchase of investments ( 190,012 ) ( 111,311 ) ( 120,016 ) Sale and maturity of investments 189,774 183,652 177,863 Purchase of marketable securities ( 3 ) ( 59,274 ) ( 34,399 ) Sale of marketable securities 100 60,129 33,727 Net cash used in investing activities ( 202,748 ) ( 45,843 ) ( 14,375 ) Financing activities Repurchases of Class A common stock ( 43,730 ) - - Payment for fractional shares on reverse stock split - - ( 12 ) Proceeds from issuance of common stock for stock option exercises 761 1,266 34 Payment of taxes for shares withheld related to net share settlement ( 13,319 ) - - Payment of costs for extinguishment of convertible debt - ( 1,261 ) - Repayment of borrowings on convertible debt, long-term - ( 71,000 ) - Net cash (used in) provided by financing activities ( 56,288 ) ( 70,995 ) 22 Net increase in cash and cash equivalents and restricted cash 30,987 8,299 19,401 Cash and cash equivalents and restricted cash, beginning of the year 51,377 43,078 23,677 Cash and cash equivalents and restricted cash, end of the year $ 82,364 $ 51,377 $ 43,078 86 Supplemental disclosure of non-cash investing and financing activities: Property and equipment purchases in accounts payable and accrued liabilities $ - $ - $ 2 Operating lease right of use assets recognized $ - $ - $ 298 Operating lease liabilities recognized $ - $ - $ 298 Supplemental disclosure of cash paid (received) for: Income taxes $ 5,581 $ ( 109 ) $ ( 586 ) Interest $ 6,933 $ 7,652 $ 8,630 The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the consolidated balance sheets with the same as shown in the consolidated statement of cash flows Cash and cash equivalents $ 80,523 $ 49,718 $ 41,759 Restricted cash 1,841 1,659 1,319 Total cash, cash equivalents, and restricted cash, end of the year $ 82,364 $ 51,377 $ 43,078 See accompanying notes to the consolidated financial statements. 87 Note 1 Organization and N ature of Business Organization Dave Inc. (the "Company") is a Delaware corporation founded in 2017. The Company is a neobank providing a mobile-first financial services platform designed to help Americans manage their money more effectively. The Company serves Members underserved by traditional financial institutions, offering short-term liquidity, fee-free banking, and financial management tools. Nature of Business The Company generates revenue through three primary business activities: (1) ExtraCash, a short-term credit product; (2) Dave Checking, a digital banking account; and (3) subscription-based personal financial management tools. ExtraCash. ExtraCash provides Members with up to $ 500 of short-term credit (in the form of discretionary overdraft through a bank partner) to bridge liquidity gaps between paychecks, offered through FDIC-insured bank partners. The product operates without interest charges, late fees, or credit checks. The Company's proprietary AI-powered underwriting engine, CashAI, analyzes checking account transaction data in real-time to determine eligibility and credit approval amounts without requiring FICO scores or credit bureau data. Settlements are scheduled based on forecasted paycheck dates, with average loan terms of approximately 11 days. In February 2025, the Company implemented a simplified fee structure: a mandatory 5 % overdraft service fee with a $ 5 minimum. Instant transfers to Dave Checking accounts incur no additional fees. The Company manages underwriting, fraud mitigation, payment processing, servicing, and collections. Dave Checking. Dave Checking is a digital demand deposit account offered through bank partners with no account minimums, no monthly fees, and FDIC pass-through insurance. Members access funds via virtual or physical Dave branded Mastercard debit cards, with no-fee withdrawals at approximately 40,000 MoneyPass ATM locations. The account offers 4.00 % APY on balances and early direct deposit access. Revenue streams include merchant interchange fees, Mastercard incentives, interest on deposits from partner banks, and ancillary fees. Personal Financial Management. The Company offers personal financial management tools accessible through monthly subscription, including budgeting tools, savings automation, job application portals, and in-app paid surveys. In mid-2025, the Company increased the monthly subscription fee from $ 1 to $ 3 for new Members. Note 2 Significant Accounting Policies Basis of Presentation These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). During the second quarter of 2025, the Company revised the presentation of certain items within its consolidated statement of operations. Certain prior period amounts have been reclassified to conform to the current period presentation. These changes have been applied retrospectively to all periods presented and did not impact previously reported net income or earnings per share. Specifically: • Financial network and transaction costs now appear as a separate line item within operating expenses (formerly included in other operating expenses). • Advertising and marketing is now presented as advertising and activation under operating expenses and includes Member activation costs (activation costs were formerly included in processing and servicing costs and other operating expenses). 88 • Technology and infrastructure costs now appear as a separate line item within operating expenses (formerly included in other operating expenses). Principles of Consolidation The consolidated financial statements include the accounts of the Company and a variable interest entity (“VIE”). All intercompany transactions and balances have been eliminated upon consolidation. In accordance with the provisions of Accounting Standards Codification (“ASC”) 810, Consolidation, the Company consolidates any VIE of which the Company is the primary beneficiary. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity; however, a controlling financial interest may also exist in entities, such as VIEs, through arrangements that do not involve controlling voting interests. ASC 810 requires a variable interest holder to consolidate a VIE if that party has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company does not consolidate a VIE in which it has a majority ownership interest when it is not considered the primary beneficiary. The Company evaluates its relationships with its VIEs on an ongoing basis to help ensure that the Company continues to be the primary beneficiary. The Company is considered the primary beneficiary of Dave OD Funding I, LLC (“Dave OD”), as it has the power over the activities that most significantly impact the economic performance of Dave OD and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant, in accordance with accounting guidance. As a result, the Company consolidated Dave OD and all intercompany accounts have been eliminated. The carrying value of Dave OD’s assets and liabilities, after elimination of any intercompany transactions and balances are shown in the consolidated balance sheets. The assets of Dave OD are restricted and may only be used to settle obligations of Dave OD. Use of Estimates The preparation of these consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported revenues and expenses incurred during the reporting periods. The Company’s estimates are based on its historical experience and various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company’s critical accounting estimates and assumptions are evaluated on an ongoing basis including those related to the: (i) Allowance for credit losses; and (ii) Income taxes. Actual results may differ from these estimates under different assumptions or conditions. Revenue Recognition Below is detail of operating revenues (in thousands): For the Years Ended December 31, 2025 2024 2023 Service based revenue, net Processing and overdraft service fees, net $ 466,841 $ 218,802 $ 152,490 Tips 7,496 67,563 56,945 Subscriptions 37,224 24,599 21,483 Other 349 462 1,323 Transaction based revenue, net Interchange revenue, net 24,364 19,990 17,004 ATM revenue, net 2,253 3,087 2,605 Other 15,655 12,573 7,243 Total operating revenues, net $ 554,182 $ 347,076 $ 259,093 89 Service Based Revenue, Net: Service based revenue, net primarily consists of optional tips, optional processing fees, and subscriptions charged to Members, net of processor costs associated with ExtraCash originations. The Company operates concurrent receivable programs where receivables originated and held under legacy arrangements are accounted for as financial receivables in accordance with ASC 310, Receivables. Receivables originated and subsequently purchased under partner arrangements meet the criteria of sales accounting in accordance with ASC 860, Transfers and Servicing, and are accounted for as purchases of financial assets. These receivables are purchased at par value, which approximates the fair value, within one business day since the initial origination of the loans to Members. Processing and overdraft service fees, net and tips are recognized under the effective interest method for both arrangements. Processing and Overdraft Service Fees, Net: Processing and overdraft service fees apply in connection with a Member’s use of ExtraCash. The Company's new fee model, rolled out to all Members in February 2025, is a mandatory overdraft service fee. For accounting purposes, these fees are considered non-refundable origination fees and are recognized as revenue over the average expected contractual term of the related ExtraCash transactions. Costs incurred by the Company to originate ExtraCash are treated as direct loan origination costs. These direct loan origination costs are netted against ExtraCash-related income over the average expected contractual term of an ExtraCash. Direct origination costs recognized as a reduction of ExtraCash-related income during the years ended December 31, 2025, 2024, and 2023 , were $ 6.0 million, $ 3.5 million, and $ 3.3 million, respectively. Tips Prior to the second quarter of 2025, the Company encouraged, but did not contractually require, its Members who receive ExtraCash to leave a discretionary tip. For accounting purposes, tips are treated as an adjustment of yield to ExtraCash and are recognized over the average expected contractual term of its ExtraCash receivables. The Company discontinued optional tips from its business model in February 2025. Subscriptions The Company accounts for subscriptions in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company must identify the contract with a Member, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the Company satisfies the performance obligations. For revenue sources that are within the scope of Topic 606, the Company fully satisfies its performance obligations and recognizes revenue in the period it is earned as services are rendered. Transaction prices are typically fixed, charged on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying ASC 606 that significantly affects the determination of the amount and timing of revenue from contracts with the Company’s Members. Subscription fees are received on a monthly basis from Members who subscribe to the Company’s application. The Company continually fulfills its obligation to each Member over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. The Company recognizes revenue ratably as the Member receives and consumes the benefits of the platform throughout the monthly contract period. Price concessions granted to Members who have insufficient funds when subscription fees are due and not collected are forms of variable consideration under the Company’s contracts with Members. For price concessions, the Company has elected, as an accounting policy, to account for price concessions for the month at the end of the reporting month based on the actual amounts collected from Members. Other service based revenue consists of lead generation fees from the Company’s Side Hustle advertising partners and revenue share from the Company's Surveys partners. Transaction Based Revenue, Net: 90 Transaction based revenue, net primarily consists of interchange and ATM revenues from the Company’s Checking Products, net of certain interchange and ATM-related fees, fees earned from funding and withdrawal-related transactions of Member's funds, volume support from a certain co-branded agreement, dormant account fees, fees earned related to the Rewards Product for Members who make debit card spending transactions at participating merchants and deposit referrals and are recognized at the point in time the transactions occur, as the performance obligations are satisfied and the variable consideration is not constrained. The Company earns interchange fees from Members' spend on Dave-branded debit cards, which are reduced by interchange-related costs payable to fulfillment partners. Interchange revenue is remitted by merchants and represents a percentage of the underlying transaction value processed through a payment network. ATM fees earned from the Member’s usage of out-of-network, reduced by related ATM transaction costs during the years ended December 31, 2025, 2024, and 2023 , were $ 2.3 million, $ 3.1 million, and $ 2.6 million, respectively. ATM-related fees recognized as a reduction of transaction based revenue during the years ended December 31, 2025, 2024, and 2023 , were $ 2.3 million, $ 2.1 million, and $ 1.8 million, respectively. Processing and Servicing Costs Processing and servicing costs consist of amounts paid to third-party processors for the recovery of ExtraCash, tips, processing fees, overdraft service fees and subscriptions. These expenses also include fees paid for services to connect Member’s bank accounts to the Company’s application. Except for processing and service fees associated with ExtraCash originations, which are recorded net against processing and service fee revenue, all other processing and service fees are expensed as incurred. Financial Network and Transaction Costs Financial network and transaction costs consist of program management fees, card network association fees, payment processing costs, losses related to Member-disputed transactions, bank card fees and fraud-related losses. All other financial network and transaction costs are expensed as incurred. Cash and Cash Equivalents The Company classifies all highly liquid instruments with an original maturity of three months or less as cash equivalents. Restricted Cash Restricted cash primarily represents cash held at financial institutions that is pledged as collateral for specific accounts that may become overdrawn. Marketable Securities Marketable securities consist of a publicly traded money market mutual fund. The underlying money market instruments are primarily comprised of certificates of deposit and financial company asset backed commercial paper. Investments Investments consist of corporate bonds and notes, asset backed securities, and government securities and are classified as “available-for-sale” as the sale of such securities may be required prior to maturity to implement the Company’s strategies. The fair value of investments is determined by quoted prices in active markets with unrealized gains and losses, net of tax (other than credit related impairment) reported as a separate component of other comprehensive income (loss). For securities with unrealized losses, any credit related portion of the loss is recognized in earnings. If it is more likely than not that the Company will be unable or does not intend to hold the security to recovery of the non-credit related unrealized loss, the loss is recognized in earnings. Realized gains and losses are determined using the specific identification method and recognized in the consolidated statements of comprehensive income (loss). Any related amounts recorded in accumulated other comprehensive income (loss) are reclassified to earnings (on a pre-tax basis). ExtraCash Receivables ExtraCash Receivables include ExtraCash, processing and overdraft service fees and tips, net of certain direct origination costs and allowance for credit losses. The Company operates concurrent receivable programs where receivables originated and held under legacy arrangements are accounted for as financial receivables under ASC 310. Receivables originated and subsequently purchased under partner arrangements are accounted for as purchases of financial assets under ASC 860, 91 Transfers and Servicing. Management's intent for receivables under ASC 310 is to hold until the earlier of settlement or payoff date, while receivables under ASC 860 represent purchased financial assets subject to the partner arrangement terms. ExtraCash Receivables to Members are not interest-bearing. For receivables accounted for under ASC 310, the Company recognizes these ExtraCash Receivables at the origination amount and does not use discounting techniques to determine present value of originations due to their short-term nature. For receivables accounted for under ASC 860, the Company recognizes purchased financial assets at fair value (which approximates the origination amount) upon acquisition. The Company does not provide modifications to ExtraCash and does not charge late fees. Allowance for Credit Losses ExtraCash receivables from contracts with Members as of the balance sheet dates are recorded at their original origination or purchased amounts, inclusive of outstanding processing fees, overdraft service fees and tips , and reduced by an allowance for expected credit losses. The Company pools its ExtraCash receivables, all of which are short-term (average term of approximately 11 days ) in nature and arise from contracts with Members, based on shared risk characteristics to assess their risk of loss, even when that risk is remote. The Company uses an aging method and historical loss rates as a basis for estimating the percentage of current and delinquent ExtraCash receivables balances that will result in credit losses to derive the allowance for credit losses. The Company considers whether the conditions at the measurement date and reasonable and supportable forecasts about future conditions warrant an adjustment to its historical loss experience. In assessing such adjustments, the Company primarily evaluates current economic conditions, expectations of near-term economic trends and changes in customer payment terms, collection trends and cash collections subsequent to the balance sheet date. For the measurement dates presented herein, given its methods of collecting funds, and that the Company has not observed meaningful changes in its customers’ payment behavior, it determined that its historical loss rates remain most indicative of its lifetime expected losses. The Company immediately recognizes an allowance for expected credit losses at the time of the ExtraCash origination. Adjustments to the allowance each period for changes in the estimate of lifetime expected credit losses are recognized in operating expenses—provision for credit losses in the consolidated statements of operations. When the Company determines that an ExtraCash receivable is not collectible, or after 120 days from origination has passed, the uncollectible amount is written-off as a reduction to both the allowance and the gross asset balance. Subsequent recoveries are recorded when received and are recorded as a recovery of the allowance for expected credit losses. Based on the average ExtraCash receivables term of approximately 11 days, ExtraCash receivables outstanding 12 or more days from origination may be considered past due. Any change in circumstances related to a specific Member ExtraCash receivables may result in an additional allowance for expected credit losses being recognized in the period in which the change occurs. Internally Developed Software Internally developed software is capitalized when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be used as intended. Capitalized costs consist of salaries and other compensation costs for employees incurred for time spent on upgrades and enhancements to add functionality to the software and fees paid to third-party consultants who are directly involved in development efforts. These capitalized costs are included on the consolidated balance sheets as intangible assets, net. Other costs are expensed as incurred and included within other operating expenses in the consolidated statements of operations. Capitalized costs for the years ended December 31, 2025, 2024, and 2023 , were $ 6.5 million, $ 7.3 million, and $ 7.6 million, respectively. Additionally, $ 1.6 million, $ 1.4 million, and $ 7.7 million related to internally developed software no longer in service was fully amortized and written off as of December 31, 2025, 2024, and 2023, respectively. Amortization of internally developed software commences when the software is ready for its intended use (i.e., after all substantial testing is complete). Internally developed software is amortized over its estimated useful life of 3 years. The Company’s accounting policy is to perform annual reviews of capitalized internally developed software projects to determine whether any impairment indicators are present as of December 31, or whenever a change in circumstances suggests an impairment indicator is present. If any impairment indicators are present, the Company will perform a recoverability test by comparing the sum of the estimated undiscounted cash flows attributed to the asset group to their carrying value. If the undiscounted cash flows expected to result from the remaining use of the asset (i.e., cash flows when testing recoverability) are less than the asset group’s carrying value, the Company will determine the fair value of the asset group and recognize an impairment loss as the amount by which the carrying value of the asset group exceeds its fair value. If 92 based on the results of the recoverability test, no impairment is indicated as the remaining undiscounted cash flows exceed the carrying value of the software asset group, the carrying value of the asset group as of the assessment date is deemed fully recoverable. In addition, the Company evaluates the remaining useful life of an intangible asset that is being amortized each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying value of the intangible asset shall be amortized prospectively over that revised remaining useful life. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Property and equipment are recorded at cost and depreciated over the estimated useful lives ranging from 3 to 7 years using the straight-line method. Maintenance and repair costs are charged to operations as incurred and included within other operating expenses in the consolidated statements of operations. Impairment of Long-Lived Assets The Company assesses the impairment of long-lived assets, primarily property and equipment and amortizable intangible assets, whenever events or changes in business circumstances indicate that carrying amounts of the assets may not be fully recoverable. If the sum of the expected undiscounted future cash flows from an asset is less than the carrying amount of the asset, the Company estimates the fair value of the assets. The Company measures the loss as the amount by which the carrying amount exceeds its fair value calculated using the present value of estimated net future cash flows. Fair Value of Financial Instruments ASC 820, Fair Value Measurement (“ASC 820”), provides a single definition of fair value and a common framework for measuring fair value as well as disclosure requirements for fair value measurements used in the consolidated financial statements. Under ASC 820, fair value is determined based upon the exit price that would be received by a company to sell an asset or paid by a company to transfer a liability in an orderly transaction between market participants, exclusive of any transaction costs. Fair value measurements are determined by either the principal market or the most advantageous market. The principal market is the market with the greatest level of activity and volume for the asset or liability. Absent a principal market to measure fair value, the Company uses the most advantageous market, which is the market from which the Company would receive the highest selling price for the asset or pay the lowest price to settle the liability, after considering transaction costs. However, when using the most advantageous market, transaction costs are only considered to determine which market is the most advantageous and these costs are then excluded when applying a fair value measurement. ASC 820 creates a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below, with Level 1 having the highest priority and Level 3 having the lowest. Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Concentration of Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, principally consist of cash and cash equivalents, restricted cash, ExtraCash receivables, and accounts recei vable. The Company’s cash and cash equivalents and restricted cash in excess of the FDIC insured limits were approximately $ 81.4 million and $ 61.1 million a t December 31, 2025 and 2024, respectively. The Company’s payment processors also collect cash on the Company’s behalf and will hold these cash balances temporarily until they are settled the next business day. Also, the Company does not believe its 93 marketable securities are exposed to any significant credit risk due to the quality and nature of the securities in which the money is held. We rely on agreements with our two bank partners, Evolve Bank & Trust and Coastal Community Bank, to provide ExtraCash and other deposit accounts, debit card services and other transaction services to us and our Members. No Member individually exceeded 10% or more of the Company’s ExtraCash receivables balance as of December 31, 2025 and December 31, 2024 . Leases ASC 842, Leases (“ASC 842”) requires lessees to recognize most leases on the consolidated balance sheet with a corresponding right-of-use asset. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term. Leases are classified as financing or operating which will drive the expense recognition pattern. Lease payments on short-term leases are recognized as expense on a straight-line basis over the lease term. At the time of a lease abandonment, the operating lease right-of-use asset is derecognized, while the corresponding lease liability is evaluated by the Company based any remaining contractual obligations as of the lease abandonment date. The Company leases office space under two separate leases, both of which are considered operating leases. Options to extend or terminate a lease are considered as part of calculating the lease term to the extent that the option is reasonably certain of exercise. The leases do not include the options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Covenants imposed by the leases include letters of credit required to be obtained by the lessee. The incremental borrowing rate (“IBR”) represents the rate of interest the Company would expect to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. When determinable, the Company uses the rate implicit in the lease to determine the present value of lease payments. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Stock-Based Compensation Stock Option Awards: ASC 718, Compensation-Stock Compensation (“ASC 718”), requires the estimate of the fair value of all stock-based payments to employees, including grants of stock options, to be recognized in the statement of operations over the requisite service period. Under ASC 718, employee option grants are generally valued at the grant date and those valuations do not change once they have been established. The fair value of each option award is estimated on the grant date using the Black-Scholes Option Pricing Model. As allowed by ASC 718, the Company’s estimate of expected volatility is based on its peer company average volatilities, including industry, stage of life cycle, size, and financial leverage. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant valuation. The Company recognizes forfeitures as they occur. Subsequent modifications to outstanding awards result in incremental cost if the fair value is increased as a result of the modification. Restricted Stock Unit Awards: Restricted stock units (“RSUs”) are valued on the grant date. The fair value of the RSUs that vest based solely on a service condition is equal to the estimated fair value of the Company’s Class A common stock on the grant date. This compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. For RSUs that contain both a market condition and a service condition, market volatility and other factors are taken into consideration in determining the grant date fair value and the related compensation expense is recognized on a straight-line basis over the requisite service period of each separately vesting tranche, regardless of whether the market condition is satisfied, provided that the requisite service has been provided. These costs are a component of stock-based compensation expense, presented within compensation and benefits in the consolidated statements of operations. The Company recognizes forfeitures as they occur. Performance-Based Restricted Stock Unit Awards: 94 Performance-based RSUs are valued on the grant date and the compensation cost is recognized over the requisite service period if and when the Company concludes it is probable that the performance metrics will be satisfied. The grant-date fair value of the awards are not subsequently remeasured; however, the Company reassesses the probability of vesting at each reporting period and records a cumulative adjustment to compensation expense based on the likelihood the performance metric will be achieved. These costs are a component of stock-based compensation expense, presented within compensation and benefits in the consolidated statements of operations. The Company recognizes forfeitures as they occur. Advertising and Activation Costs Advertising costs are expensed as incurred. Advertising costs consist primarily of expenses related to digital marketing, paid social media, influencer partnerships, content marketing and referral programs. Advertising expense for the years ended December 31, 2025, 2024, and 2023 , were $ 57.4 million, $ 44.9 million, and $ 48.4 million, respectively, and are presented within advertising and activation costs in the consolidated statements of operations. Activation costs, which consist primarily of expenses incurred to onboard and activate new users, are also expensed as incurred. Activation expense for each of the years ended December 31, 2025, 2024, and 2023, was $ 8.5 million and is pr esented within advertising and activation costs in the consolidated statements of operations. Income Taxes The Company follows ASC 740, Income Taxes (“ASC 740”), which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the consolidated financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more-likely-than-not that the asset will not be realized. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not that the position will be sustained in a court of last resort, based on the technical merits. If more-likely-than-not, the amount recognized is the largest amount of tax benefit that is greater than 50 % likely of being realized on examination, including compromise settlements. For tax positions not meeting the more-likely-than-not threshold, no tax benefit is recorded. The Company has estimated $ 3.3 million and $ 2.0 million of uncertain tax positions as of December 31, 2025 and 2024, respectively, related to state income taxes, and federal and state research and development tax credits. The Company’s policy is to recognize interest expense and penalties accrued on any unrecognized tax benefits as a component of income tax expense within the consolidated statement of operations. The Company recognized insignificant amounts of interest expense as a component of income tax expense within the consolidated statement of operations during the years ended December 31, 2025, 2024, and 2023. The income tax related accrued interest amounts were also insignificant as of December 31, 2025, 2024 and 2023, respectively. Segment Information The Company determines its operating segment based on how its chief operating decision makers manage operations, make operating decisions, and evaluate operating performance. The Company has determined that the Chief Operating Decision Maker (“CODM”) is a joint role shared by the Chief Executive Officer and Chief Financial Officer. Based upon the way the CODM reviews financial information and makes operating decisions and considering that the CODM reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance, the operations of the Company constitute a single operating segment and reportable segment. Refer to Note 20 Segment Information in the accompanying notes to the consolidated financial statements for further details. Net Income (Loss) Per Share Attributable to Stockholders The Company has two classes of participating securities (Class A common stock, par value $ 0.0001 per share ("Class A Common Stock") and Class V common stock, par value $ 0.0001 per share ("Class V Common Stock")) issued and outstanding as of December 31, 2025 and December 31, 2024 (the Class V Common Stock and together with the Class A 95 Common Stock, the “Common Stock”). The rights, including the liquidation and dividend rights, of the holders of the Class A common stock and Class V common stock are identical, except with respect to voting. Basic net income (loss) attributable to holders of Common Stock per share is calculated by dividing net income (loss) attributable to holders of Common Stock by the weighted-average number of shares outstanding, exclusive of Treasury shares. Diluted net income (loss) per share attributable to holders of common stock is computed by dividing net income (loss) per share attributable to stockholders and the weighted-average number of shares outstanding and the effect of potentially dilutive stock options, warrants, and restricted stock using the treasury stock method. The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share attributable to holders of common stock ( in thousands, except share data ): For the Years Ended December 31, 2025 2024 2023 Numerator Net income (loss) attributed to common stockholders—basic and diluted $ 195,865 $ 57,873 $ ( 48,517 ) Denominator Weighted-average shares of common stock—basic 13,366,072 12,520,789 11,934,699 Dilutive effect of stock options 195,188 298,088 - Dilutive effect of RSU 919,443 1,003,705 - Weighted-average shares of common stock—diluted 14,480,703 13,822,582 11,934,699 Net income (loss) per share Basic $ 14.65 $ 4.62 $ ( 4.07 ) Diluted $ 13.53 $ 4.19 $ ( 4.07 ) The following potentially dilutive shares were excluded from the computation of diluted net income (loss) per share for the periods presented because including them would have been antidilutive: For the Years Ended December 31, 2025 2024 2023 Equity incentive awards 458,850 475,520 2,493,468 Convertible debt - - 312,500 Total 458,850 475,520 2,805,968 The Company also exclude d 11,444,235 public and private warrants and 49,563 earno ut shares that were potentially dilutive from the computation of diluted net income (loss) for the years ended December 31, 2025 and 2024, respectively, as including them would have been antidilutive. In connection with the 1-for-32 reverse stock split effected on January 5, 2023 , the number of outstanding warrants was not adjusted. Pursuant to the adjustment provisions of the warrant agreement, stock splits and combinations are accounted for by proportionately adjusting the number of shares of Common Stock issuable upon exercise of each warrant and the corresponding exercise price, rather than by adjusting the number of warrants outstanding. Accordingly, 32 warrants are now exercisable for one share of Class A Common Stock at an adjusted exercise price. Refer to Note 10 Warrant Liabilities and Note 14 Fair Value of Financial Instruments for further details. Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted: In November 2024, the FASB issued ASU No. 2024‑03, Income Statement—Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses , and in January 2025, the FASB issued ASU No. 2025‑01, Clarifying the Effective Date . Together, these amendments require entities to disclose, for each relevant income statement expense caption, 96 the amounts of inventory purchases, employee compensation, and depreciation and intangible asset amortization, as well as total selling expenses and the entity’s definition of selling expenses. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted and application permitted on a prospective or retrospective basis. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial position, results of operations or cash flows and expects the impact to be limited to additional disclosures in the notes to its consolidated financial statements. In May 2025, the FASB issued ASU 2025‑04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share‑Based Consideration Payable to a Customer . The amendments clarify the accounting for share‑based payment awards issued to customers, including revising the definition of a performance condition, narrowing the scope of awards accounted for under Topic 718 versus Topic 606, and providing guidance on measuring and presenting the effects of such awards. The guidance is effective for public business entities for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted and transition allowed on a modified retrospective or retrospective basis. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial position, results of operations or cash flows and is evaluating the impact on its revenue‑ and share‑based compensation‑related disclosures, including any share‑based consideration arrangements with customers. In July 2025, the FASB issued ASU 2025‑05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets , which introduces a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from revenue transactions within the scope of ASC 606. Under the expedient, entities may assume that current economic conditions at the balance sheet date will remain unchanged over the remaining life of the asset when estimating expected credit losses. ASU 2025‑05 is effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted and prospective application required. As a public business entity, the Company is not eligible for the separate accounting policy election available to certain nonpublic entities to consider subsequent collection activity but may elect the practical expedient; the Company does not expect the adoption of this guidance, including any election of the expedient, to have a material impact on its consolidated financial position, results of operations or cash flows, but it may result in changes to the Company’s credit loss estimation process and related disclosures. In September 2025, the FASB issued ASU 2025‑06, Intangibles—Goodwill and Other—Internal‑Use Software (Subtopic 350‑40): Targeted Improvements to the Accounting for Internal‑Use Software , which eliminates references to traditional software development stages, clarifies the capitalization threshold for internal‑use software costs, and supersedes Subtopic 350‑50 by incorporating website development cost guidance into Subtopic 350‑40. The amendments require capitalization of internal‑use software costs once management authorizes funding and it is probable that the project will be completed and placed into service for its intended use, provided there is no significant development uncertainty, and they align disclosure requirements for capitalized and amortized software costs with those in ASC 360‑10. ASU 2025‑06 is effective for annual and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied on a prospective, modified retrospective or retrospective basis. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial position, results of operations or cash flows, but is evaluating the impact on its accounting policies, financial statements and related disclosures for capitalized internal‑use software costs. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements , which clarifies when interim reporting guidance applies, improves navigability of interim disclosure requirements, and consolidates interim disclosure requirements from other Topics into Topic 270. The amendments do not change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements. For public business entities, the amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted and application permitted on a prospective or retrospective basis. The Company is evaluating the impact of this guidance on its interim financial statement disclosures. In December 2025, the FASB issued ASU 2025-12, Codification Improvements , which makes 33 targeted amendments across GAAP to clarify, correct, and improve the Codification without changing core principles. The amendments address items such as removing obsolete glossary entries, fixing illustrative errors, clarifying EPS dilution guidance, refining credit-loss guidance, and updating various cross-references. For all entities, the amendments are effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted on an issue-by-issue basis and transition permitted on a prospective or retrospective basis. The Company is evaluating the impact of this guidance on its consolidated financial statements and disclosures. 97 Recently Adopted Accounting Pronouncements: In December 2023, the FASB issued ASU 2023‑09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires enhanced annual disclosures related to the effective tax rate reconciliation, including more disaggregated categories, and income taxes paid disaggregated by jurisdiction, as well as certain income tax information disaggregated by domestic and foreign sources. For public business entities, the amendments are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and may be applied prospectively or retrospectively. The Company adopted ASU 2023‑09 in its annual financial statements for the year ended December 31, 2025 using a retrospective approach. The adoption did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows, but resulted in additional income tax disclosures included in the notes to the consolidated financial statements. In November 2023, the FASB issued ASU 2023‑07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires additional annual and interim disclosures about significant segment expenses and other items included in reported measures of segment profit or loss, and clarifies that entities with a single reportable segment are subject to the same disclosure requirements as entities with multiple reportable segments. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with retrospective application required to all periods presented. The Company adopted ASU 2023‑07 for its annual reporting beginning with the year ended December 31, 2024 and for interim reporting beginning in 2025. The adoption did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows, but resulted in expanded segment disclosures in the notes to the consolidated financial statements. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which introduced the Current Expected Credit Losses (“CECL”) model for financial assets measured at amortized cost and certain off‑balance sheet credit exposures. The Company adopted ASU 2016‑13 on January 1, 2023 . The adoption did not have a material impact on the Company’s consolidated financial statements, and the Company continues to measure expected credit losses on its financial assets in accordance with the CECL model. Note 3 Marketable Securities Below is a detail of marketable securities (in thousands): December 31, 2025 December 31, 2024 Marketable securities $ - $ 97 Total $ - $ 97 At December 31, 2025, the company did not hold any marketable securities. At December 31, 2024, the Company’s marketable securities consisted of investments in a publicly traded money market mutual fund. The underlying money market instruments were primarily comprised of certificates of deposit and financial company asset backed commercial paper. At December 31, 2024 the investment portfolio had a weighted-average maturity of 18 days. The gain recognized in connection with the investment in marketable securities and recorded as a component of interest income in the consolidated statements of operations was $ 0.003 million, $ 0.08 million, and $ 0.4 million for the years ended December 31, 2025, 2024, and 2023 respectively. 98 Note 4 Investments Below is a summary of investments, which are measured at fair value as of December 31, 2025 (in thousands): Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Government securities 40,364 424 - 40,788 Total $ 40,364 $ 424 $ - $ 40,788 Below is a summary of investments, which are measured at fair value as of December 31, 2024 (in thousands): Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate bonds $ 4,249 $ 1 $ ( 38 ) $ 4,212 Government securities 36,003 258 - 36,261 Total $ 40,252 $ 259 $ ( 38 ) $ 40,473 The gross unrealized losses and fair values of available-for-sale investment securities that were in unrealized loss positions were as follows (in thousands): Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss As of December 31, 2025 Government Securities $ 40,788 $ - $ - $ - $ 40,788 $ - Total $ 40,788 $ - $ - $ - $ 40,788 $ - Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss December 31, 2024 Corporate bonds $ 2,257 $ ( 19 ) $ 1,043 $ ( 19 ) $ 3,300 $ ( 38 ) Total $ 2,257 $ ( 19 ) $ 1,043 $ ( 19 ) $ 3,300 $ ( 38 ) Net realized gains on the sale of investments, recorded as a component of interest income in the consolidated statements of operations, were $ 0 , $ 0.8 million and $ 0.9 million for the years ended December 31, 2025, 2024 and 2023 , respectively. Accrued interest of $ 0 and $ 0.09 million is included in investments within the consolidated balance sheets for the years ended December 31, 2025 and 2024, respectively. Unrealized losses on the available-for-sale investment securities as of December 31, 2024 were primarily the result of increases in interest rates as a significant portion of the investments were purchased prior to the Federal reserve commenced interest rate increases in 2022. The Company does not intend to sell nor anticipate that it will be required to sell these investments before recovery of the amortized cost basis. As such, unrealized losses were determined not to be related to credit losses and the Company did not record any credit-related impairment losses on the available-for-sale investment securities during the year ended December 31, 2025 and 2024. 99 As of December 31, 2025, the contractual maturities of available-for-sale investment securities were as follows (in thousands): Amortized Cost Fair Value Due in one year or less $ 40,364 $ 40,788 Due after one year through five years $ - $ - Total $ 40,364 $ 40,788 Note 5 ExtraCash Receivables, Net ExtraCash receivables, net, represent outstanding originations, overdraft service fees, tips, and processing fees, net of direct origination costs, less an allowance for credit losses. Prior to the elimination of the optional tipping feature in February 2025, ExtraCash receivables also included outstanding tips. Below is a detail of ExtraCash receivables, net as of December 31, 2025 (in thousands): Days From Origination Gross ExtraCash Receivables Allowance for Credit Losses ExtraCash Receivables, Net 1-10 $ 242,091 $ ( 3,006 ) $ 239,085 11-30 56,897 ( 8,851 ) 48,046 31-60 13,093 ( 7,942 ) 5,151 61-90 11,893 ( 8,888 ) 3,005 91-120 10,974 ( 8,954 ) 2,020 Total $ 334,948 $ ( 37,641 ) $ 297,307 Below is a detail of ExtraCash receivables, net as of December 31, 2024 (in thousands): Days From Origination Gross ExtraCash Receivables Allowance for Credit Losses ExtraCash Receivables, Net 1-10 $ 142,623 $ ( 2,112 ) $ 140,511 11-30 36,198 ( 6,223 ) 29,975 31-60 7,882 ( 4,937 ) 2,945 61-90 6,140 ( 4,712 ) 1,428 91-120 5,717 ( 4,719 ) 998 Total $ 198,560 $ ( 22,703 ) $ 175,857 100 The roll-forward of the allowance for credit losses is as follows (in thousands): Opening allowance balance at January 1, 2025 $ 22,703 Plus: provision for credit losses 91,040 Plus: amounts recovered 16,680 Less: amounts written-off ( 92,782 ) Ending allowance balance at December 31, 2025 $ 37,641 Opening allowance balance at January 1, 2024 $ 20,310 Plus: provision for credit losses 54,626 Plus: amounts recovered 12,438 Less: amounts written-off ( 64,671 ) Ending allowance balance at December 31, 2024 $ 22,703 The provision for credit losses and amounts written-off for the year ended December 31, 2025 were higher compared to the year ended December 31, 2024, due primarily to increased ExtraCash originations, which increased from $ 5.1 billion to $ 7.6 billion year over year. Loss rates during the year increased consistent with expectations given portfolio maturation, growth dynamics, and the Company's strategic emphasis on gross profit optimization. Note 6 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2025 December 31, 2024 Computer equipment $ 1,367 $ 1,094 Leasehold improvements 1,193 1,189 Furniture and fixtures 92 92 Total property and equipment 2,652 2,375 Less: accumulated depreciation ( 2,178 ) ( 1,671 ) Property and equipment, net $ 474 $ 704 Depreciation expense for the years ended December 31, 2025, 2024, and 2023 was approximately $ 0.5 million, $ 0.7 million and $ 0.6 million, respectively. Note 7 Intangible Assets, Net The Company’s Intangible assets, net consisted of the following (in thousands): December 31, 2025 December 31, 2024 Weighted Average Useful Lives Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value Internally developed software 3.0 Years $ 32,344 $ ( 18,724 ) $ 13,620 $ 27,501 $ ( 13,917 ) $ 13,584 Domain name 15.0 Years 121 ( 71 ) 50 121 ( 63 ) 58 Intangible assets, net $ 32,465 $ ( 18,795 ) $ 13,670 $ 27,622 $ ( 13,980 ) $ 13,642 101 The future estimated amortization expenses as of December 31, 2025, were as follows (in thousands): 2026 6,531 2027 4,473 Thereafter 2,666 Total future amortization $ 13,670 Amortization expense for the years ended December 31, 2025, 2024 and 2023, was $ 6.4 million, $ 6.9 million and $ 4.9 million, respectively. Amortization expense related to change in useful life of a certain definite-lived intangible asset for the year ended December 31, 2025, 2024, and 2023 was $ 0.6 million, $ 0.8 million and 0.3 million, respectively. No impairment charges were recognized related to long-lived assets for the yea rs ended December 31, 2025, 2024 and 2023 . Note 8 Accrued Expenses and Other Current Liabilities Accrued Expenses The Company’s accrued expenses consisted of the following (in thousands): December 31, 2025 December 31, 2024 Accrued compensation $ 5,518 $ 5,166 Accrued professional and program fees 4,696 4,718 Income taxes payable 1,651 1,476 Sales tax payable 1,314 1,021 Accrued charitable contributions 1,034 2,223 Accrued negative account balances 141 1,786 Other 344 317 Total $ 14,698 $ 16,707 Accrued compensation consists primarily of accrued salaries, wages, payroll taxes, bonuses, and employee benefits earned but not yet paid. Accrued professional and program fees consist primarily of amounts owed to third party service providers, including legal, accounting, consulting, and program-related vendors. Other Current Liabilities The Company’s other current liabilities consisted of the following (in thousands): December 31, 2025 December 31, 2024 Forward commitment liability $ 3,617 $ - Deferred transaction costs 3,150 3,150 Unearned revenue 606 411 Other 667 571 Total $ 8,040 $ 4,132 Forward commitment liability represents the Company's obligation to purchase ExtraCash receivables originated under a bank partner arrangement that have not yet been purchased by the Company as of the balance sheet date. Deferred transaction costs include transaction costs associated with the Business Combination. These transaction costs were also capitalized and included within additional paid-in capital in the consolidated balance sheets. Note 9 Convertible Note On March 21, 2022, the Company entered into a Convertible Note Purchase Agreement (“Note Purchase Agreement”) with FTX Ventures Ltd., (the “Purchaser”) owner of FTX US (“FTX”), providing for the purchase and sale of a 102 convertible note in the initial principal amount of $ 100.0 million (the “Note”). The Note bore interest at a rate of 3.00 % per year (compounded semiannually), payable semi-annually in arrears on June 30th and December 31st of each year. Interest may be paid in-kind or in cash, at the Company’s option. Forty-eight months (the “Maturity Date”) after the date of the initial issuance of the Note (the “Issuance Date”), the Company would pay the Purchaser the sum of (i) the outstanding principal amount of the Note, plus (ii) all accrued but unpaid interest thereon, plus (iii) all expenses incurred by the Purchaser (the “Redemption Price”). Payment of the Redemption Price on the Maturity Date will constitute a redemption of the Note in whole. On January 29, 2024, the Company repurchased the $ 105.7 million outstanding balance of the Note as of January 29, 2024 for $ 71.0 million. The Company reduced the net carrying amount of debt by unamortized debt issuance costs of $ 0.03 million at the extinguishment date. The Company also incurred third-party costs totaling $ 1.3 million in conjunction with the settlement of the Note. The third-party costs are included in the reacquisition price and the gain on extinguishment of $ 33.4 million was calculated as the difference between the net carrying amount of debt and the reacquisition price. As of December 31, 2025 and December 31, 2024, no amounts remained outstanding under the Note. For the years ended December 31, 2025, 2024, and 2023, interest expense related to the Note was $ 0 , $ 0.3 million, and $ 3.1 million, respectively. Note 10 Warrant Liabilities As of December 31, 2025, there were 6,344,021 public warrants (“Public Warrants”) and 5,100,214 private placement warrants (“Private Warrants”) outstanding. In connection with the 1-for-32 reverse stock split effected on January 5, 2023 , the number of outstanding Public Warrants and Private Warrants was not adjusted. Pursuant to the adjustment provisions of the warrant agreement, stock splits and combinations result in a proportionate adjustment to the number of shares of Class A common stock issuable upon exercise of each warrant and the corresponding exercise price, rather than an adjustment to the number of warrants outstanding. As a result, 32 warrants are now exercisable for one share of Class A common stock at an adjusted exercise price of $ 368.00 per share. Public Warrants may be exercised only for a whole number of shares; no fractional Public Warrants were issued upon separation of the units in connection with the Business Combination, and only whole Public Warrants trade. The Public Warrants are exercisable provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise and a current prospectus relating to such shares is available, or, alternatively, that the Company permits holders to exercise their Public Warrants on a cashless basis in a transaction exempt from registration under the Securities Act. The Company has filed a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants and the Private Warrants. If, at the time of any warrant exercise, the Company’s Class A common stock is not listed on a national securities exchange such that it is not a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants to exercise on a cashless basis in reliance on Section 3(a)(9) of the Securities Act, in which case it would not be required to file or maintain an effective registration statement. If the Company does not elect a cashless exercise in those circumstances, it will use its best efforts to register or qualify the underlying shares under applicable state (“blue sky”) securities laws to the extent an exemption is not available. The Public Warrants and Private Warrants have an exercise price of $ 368.00 per share, subject to customary adjustments, and will expire on January 5, 2027 ( five years after the completion of the Business Combination), or earlier upon redemption or liquidation in accordance with their terms. Once the Public Warrants become exercisable, the Company may redeem all (but not less than all) of the outstanding Public Warrants for cash at a price of $ 0.01 per warrant, upon at least 30 days’ prior written notice, if, and only if, the closing price of the Class A common stock equals or exceeds $ 576.00 per share (as adjusted) for any 20 trading days within a 30 ‑trading‑day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. The Company will not redeem the Public Warrants on this basis unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the Public Warrants is effective and a current prospectus relating to such shares is available throughout the 30‑day redemption period. 103 Once the Public Warrants become exercisable, the Company may also redeem all (but not less than all) of the outstanding Public Warrants at a price of $ 0.10 per warrant, upon at least 30 days’ prior written notice, if, and only if, the closing price of the Class A common stock equals or exceeds $ 320.00 per share (as adjusted) for any 20 trading days within a 30‑trading‑day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. In such a redemption, holders will be able to exercise their Public Warrants on a cashless basis prior to redemption and receive a number of shares determined by reference to a table specified in the warrant agreement, based on the redemption date and the “fair market value” of the Class A common stock as defined in that agreement. If the Company calls the Public Warrants for redemption, management may require all holders that wish to exercise to do so on a cashless basis, as described in the warrant agreement. The exercise price and the number of shares of Class A common stock issuable upon exercise of the Public Warrants and Private Warrants are subject to adjustment in certain circumstances, including in the event of a stock dividend, stock split, recapitalization, reorganization, merger or consolidation. As described above, such adjustments modify the per-warrant exercise terms rather than the number of warrants outstanding. The Public Warrants will not be adjusted for issuances of Class A common stock at a price below the applicable exercise price, and the Company will not be required to net cash settle the Public Warrants under any circumstances. The Private Warrants are identical to the Public Warrants except that they are not redeemable by the Company so long as they are held by VPC Impact Acquisition Holdings Sponsor III, LLC (the “Sponsor”) or its permitted transferees. If the Private Warrants are transferred to a holder other than the Sponsor or its permitted transferees, they become redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. 104 Note 11 Debt Facility In January 2021, Dave OD Funding I, LLC (the “Borrower”) entered into a delayed draw senior secured loan facility (the “Debt Facility”) with Victory Park Management, LLC (the “Agent”) and certain affiliated lenders, which provided borrowing capacity of up to $ 100.0 million. The Debt Facility initially bore interest at 6.95 % per annum plus a base rate equal to the greater of the three‑month London interbank offered rate (“LIBOR”) as of the last business day of each calendar month and 2.55 % , with interest payable monthly in arrears, and included a minimum liquidity covenant requiring cash, cash equivalents or marketable securities of at least $ 15.0 million. On September 13, 2023, the Company executed a Third Amendment to the Debt Facility with the existing lenders. The Third Amendment, among other things, (i) increased the total commitment from $ 100.0 million to $ 150.0 million, (ii) extended the maturity date from January 2025 to December 2026 , (iii) introduced a liquidity trigger threshold based on trailing EBITDA, (iv) increased the minimum liquidity requirement from $ 8.0 million to $ 15.0 million, (v) replaced LIBOR with the secured overnight financing rate (“SOFR”) and updated the interest rate to the base rate (or, if greater, SOFR for a three‑month tenor plus 3.00 %) plus 5.00 % per annum on the portion of the outstanding principal balance less than or equal to $75.0 million and the base rate plus 4.50 % per annum on any outstanding principal balance in excess of $75.0 million, (vi) revised prepayment premiums for certain early or voluntary repayments, and (vii) terminated the Company’s limited guaranty of up to $ 25.0 million of the Borrower’s obligations, which had been secured by a first‑priority lien on substantially all of the Company’s assets. The Debt Facility requires mandatory prepayments of outstanding borrowings in certain circumstances, including (i) 100 % of net cash proceeds in excess of $ 0.25 million in the aggregate during any fiscal year from non‑ordinary course asset sales (other than permitted dispositions), (ii) 100 % of net cash proceeds from certain casualty or condemnation events, (iii) 100 % of net cash proceeds from non‑permitted indebtedness, and (iv) 100 % of specified extraordinary receipts above an annual $ 0.25 million threshold, or 100 % of such receipts at any time an event of default is continuing. On October 18, 2024, the Company executed a Fourth Amendment to the Debt Facility with the existing lenders to increase borrowing flexibility and update certain terms. The Fourth Amendment, among other changes, revised the interest rate to the base rate plus 5.00 % per annum on the aggregate outstanding principal balance and updated the prepayment premium provisions for early or voluntary principal repayments. The Fourth Amendment was accounted for as a debt modification; the Company incurred $ 0.03 million of associated costs, which are being amortized to interest expense on a straight‑line basis over the remaining term of the Debt Facility, and no gain or loss was recognized. As of June 30, 2025, the Company was not in compliance with a specific covenant under its existing Debt Facility. In particular, a breach existed relating to the Minimum Receivable Loan-to-Value ("LTV Ratio"), which exceeded the allowable limits set forth in the covenant. The Agent, on behalf of the Lenders, provided a one-time limited waiver of this covenant, effective from October 18, 2024 until June 30, 2025. This waiver is solely for that period and for addressing this specific breach, and does not constitute a waiver of any default or event of default under the Debt Facility. On July 14, 2025, the Company entered into the Fifth Amendment to the Financing Agreement, which, among other updates, removed the LTV ratio covenant from the agreement entirely. The Fifth Amendment also implemented additional reporting requirements and enhanced cash management provisions to strengthen the Company's covenant structure and operational oversight under the facility. As of December 31, 2025 and December 31, 2024 , the Company had $ 75.0 million outstanding under the Debt Facility and had made no principal repayments. As of December 31, 2025 , the Company was in compliance with all covenants under the Debt Facility. Note 12 Commitments and Contingencies From time to time, the Company is subject to various other legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Other than as described below, management does not believe that any of these proceedings or claims will have a significant adverse effect on the Company’s business, financial condition, results of operations, or cash flows. However, legal proceedings and claims are subject to many factors that are difficult to predict, so there can be no assurance that, in the event of a material unfavorable result in one or more claims, the Company will not incur material costs. 1. United States of America v. Dave, Inc. and Jason Wilk (filed December 30, 2024 in the United States District Court for the Central District of California) 105 In January 2023, the Company received a Civil Investigative Demand from the Federal Trade Commission (the “FTC”) staff seeking information in connection with the sale, offering, advertising, marketing or other promotion of cash advance products and online financial services. In response, the Company cooperated with the FTC staff while seeking to engage constructively with the FTC to resolve this matter. On August 21, 2024, the FTC staff sent the Company a proposed consent order and draft complaint, alleging that the Company had violated Section 5(a) of the Federal Trade Commission Act ("FTC Act") which prohibits "unfair or deceptive acts or practices in or affecting commerce" and certain provisions of the Restore Online Shoppers’ Confidence Act related to the Company’s platform and offering of the ExtraCash Product (the “Complaint”), and advising that it would recommend the filing of an enforcement action if the Company did not settle the FTC’s claims. The Company engaged in good faith negotiations with the FTC staff to settle the claims but these negotiations were unsuccessful, and on November 5, 2024, the FTC filed the Complaint in the United States District Court for the Central District of California against the Company. The Complaint sought a permanent injunction, monetary relief for an unspecified amount and “other relief as the court determines to be just and proper.” The FTC then referred the case to the Department of Justice (the “DOJ”), and on December 30, 2024, the DOJ filed an amended civil complaint in the United States District Court for the Central District of California, naming the Company and our Chief Executive Officer, Jason Wilk as defendants (the "Amended Complaint"). The Amended Complaint alleges that Dave violated Section 5(a) of the FTC Act as well as the Restore Online Shoppers' Confidence Act. The DOJ is seeking injunctive relief, civil penalties, monetary relief and other relief. On February 28, 2025, we filed a motion to dismiss the DOJ’s Amended Complaint. On April 7, 2025, the DOJ filed an opposition to the Company's motion to dismiss and on April 21, 2025 the Company filed its reply in support of the Company's motion to dismiss. The hearing on the Company's motion to dismiss was held on June 30, 2025. On September 12, 2025, the Court denied the Company's motion to dismiss. On October 10, 2025, the Company answered the Amended Complaint. 2. Michael Russell et al. v. Dave, Inc. and Evolve Bank & Trust (filed April 1, 2025 in the Superior Court of California for Los Angeles County, California) On April 1, 2025, a putative class action was filed by Michael Russell and other named plaintiffs (the "Russell Plaintiffs") against the Company in the Superior Court of California for Los Angeles County, California, alleging that the Company’s practices violate the Military Lending Act (“MLA”) and Truth in Lending Act (“TILA”). The Russell Plaintiffs are seeking injunctive relief, civil penalties, monetary relief and other relief. On May 5, 2025, the Company removed the case to the United States District Court for the Central District of California. On June 11, 2025, the Company filed a motion to dismiss or to compel arbitration. On July 2, 2025, rather than oppose the motion, the Russell Plaintiffs filed an amended complaint (the “Russell Amended Complaint”) which added a claim under the Georgia Payday Loan Act. On July 29, 2025, the Company renewed its motion to dismiss or to compel arbitration. The hearing on the Company's motion to dismiss or to compel arbitration was held on December 8, 2025. On December 12, 2025, the Court denied the Company's motion to dismiss as well as its motion to compel arbitration. On December 26, 2025, the Company filed a notice of appeal with the Ninth Circuit Court of Appeals, and the District Court has stayed the proceedings pending the outcome of the appeal. 3. Mayor and City Council of Baltimore v. Dave, Inc. (filed December 30, 2025 in the Circuit Court for Baltimore City, Maryland) On December 30, 2025, the Mayor and City Council of Baltimore (“City of Baltimore”) filed a complaint against the Company in the Circuit Court for Baltimore City, Maryland, alleging violations of the Baltimore City Consumer Protection Ordinance through unfair and deceptive trade practices related to the Company’s ExtraCash product. The City of Baltimore is seeking injunctive relief, civil penalties, monetary relief and other relief. On January 29, 2026, the Company removed the action to the United States District Court for the District of Maryland. Litigation Accrual The Company records an accrual for a loss contingency when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimate d. As of December 31, 2025, the Company has recorded an aggregate accrual for legal contingencies that are probable and reasonably estimable of $ 7.8 million. Significant changes in the accrual may be required in future periods as these or other cases progress and additional information becomes available. At this time, the Company is unable to reasonably predict the possible outcome of the matters described above due to, among other things, the fact that they raise difficult factual and legal issues and are subject to many uncertainties and complexities. There can be no assurance that the Company will be successful in these or other matters, and the Company may incur a 106 loss in excess of the amount accrued. The defense or resolution of these or other matters could involve significant monetary costs and have a material impact on the Company’s business, financial results and operations. Note 13 Leases In January 2019, the Company entered into a lease agreement with PCJW Properties LLC (“PCJW”) for office space located in Los Angeles, California. The lease term was seven years , beginning January 1, 2019 and ended December 31, 2025. Monthly rent was $ 0.02 million, subject to an annual escalation of 5 %. In December 2018, the Company entered into a sublease agreement with PCJW, controlled by Company’s founders (including the Company’s CEO), for general office space next to the aforementioned leased property in Los Angeles, California. The lease term was five years subject to early termination by either party, beginning November 2018 and ending October 2023. In November 2023, the Company extended the sublease for five more years ending October 2028. Under the terms of the sublease, the current monthly rent is $ 0.007 million, subject to an annual escalation of 4 %. All leases were classified as operating and operating lease expenses are presented within Other operating expenses in the consolidated statements of operations. The Company does not have any finance leases or sublease arrangements where the Company is the sublessor. The Company’s leasing activities are as follows (in thousands): For the Year Ended, 2025 2024 Operating lease cost $ 348 $ 347 Short-term lease cost - - Total lease cost $ 348 $ 347 For the Year Ended, 2025 2024 Other information: Cash paid for operating leases $ 386 $ 369 Weighted-average remaining lease term - operating lease 2.84 2.32 Weighted-average discount rate - operating lease 10 % 10 % The future minimum lease payments as of December 31, 2025, were as follows (in thousands): Year Related-Party Commitment 2026 79 2027 83 2028 72 Total minimum lease payments $ 234 Less: imputed interest $ ( 30 ) Total lease liabilities $ 204 Note 14 Fair Value of Financial Instruments The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3) (in thousands): 107 December 31, 2025 Level 1 Level 2 Level 3 Total Assets Investments $ — $ 40,788 $ — $ 40,788 Total assets $ — $ 40,788 $ — $ 40,788 Liabilities Warrant liabilities - public warrants $ 6,217 $ — $ — $ 6,217 Warrant liabilities - private warrants — — 5,579 5,579 Earnout liabilities — — 4,281 4,281 Total liabilities $ 6,217 $ — $ 9,860 $ 16,077 December 31, 2024 Level 1 Level 2 Level 3 Total Assets Marketable securities $ 97 $ — $ — $ 97 Investments — 40,473 — 40,473 Total assets $ 97 $ 40,473 $ — $ 40,570 Liabilities Warrant liabilities - public warrants $ 1,016 $ — $ — $ 1,016 Warrant liabilities - private warrants — — 916 916 Earnout liabilities — — 996 996 Total liabilities $ 1,016 $ — $ 1,912 $ 2,928 The Company had no assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2025 and 2024. The Company also has financial instruments not measured at fair value. The Company has evaluated cash (Level 1), restricted cash (Level 1), accounts payable (Level 2), accrued expenses (Level 2) and ExtraCash receivables (Level 3) and believes the carrying value approximates the fair value due to the short-term nature of these balances. The fair value of the debt facility (Level 2) approximates its carrying value. Marketable Securities: The Company evaluated the quoted market prices in active markets for its marketable securities and has classified its securities as Level 1. The Company’s investments in marketable securities are exposed to price fluctuations. The fair value measurements for the securities are based upon the quoted prices of similar items in active markets multiplied by the number of securities owned. Investments: The following describes the valuation techniques used by the Company to measure the fair value of investments held as of December 31, 2025 and December 31, 2024. U.S. Government Securities The fair value of U.S. government securities is estimated by a third-party pricing service, who employs a rule-based, market-driven methodology to determine fair value for fixed-income instruments. U.S. government securities are categorized in Level 2 of the fair value hierarchy. Corporate Bonds and Notes The fair value of corporate bonds and notes is estimated by independent pricing services who use computerized valuation formulas to calculate current values. These securities are generally categorized in Level 2 of the fair value hierarchy or in Level 3 when market-based transaction activity is unavailable and significant unobservable inputs are used. Asset-Backed Securities 108 The fair value of these asset-backed securities is estimated by independent pricing services who use computerized valuation formulas to calculate current values. These securities are generally categorized in Level 2 of the fair value hierarchy or in Level 3 when market-based transaction activity is unavailable and significant unobservable inputs are used. Public Warrants: As discussed further in Note 10, Warrant Liabilities, in January 2022, upon completion of the Business Combination, public warrants were automatically converted to warrants to purchase Common Stock of the Company. These public warrants met the definition of a derivative under ASC 815, and due to the terms of the warrants, were required to be liability classified. This warrant liability was initially recorded as a liability at fair value, with the offsetting entry recorded as a non-cash expense within the statement of operations. The derivative liability was subsequently recorded at fair value at each reporting period, with changes in fair value reflected in earnings. The gain (loss) related to the change in fair value of the public warrant liability for years ended December 31, 2025, 2024, and 2023 were ($ 5.2 ) million, ($ 0.9 ) million, and $ 0.1 million, respectively, and are presented within changes in fair value of public warrant liability in the consolidated statements of operations. A roll-forward of the Level 1 public warrant liability is as follows (in thousands): Opening value at January 1, 2024 $ 97 Change in fair value during the period 919 Ending value at December 31, 2024 1,016 Change in fair value during the period 5,201 Ending value at December 31, 2025 $ 6,217 Private Warrants: As discussed further in Note 10, Warrant Liabilities, in January 2022, upon completion of the Business Combination, private warrants were automatically converted to warrants to purchase Common Stock of the Company. These private warrants met the definition of a derivative under ASC 815, and due to the terms of the warrants, were required to be liability classified. This warrant liability was initially recorded as a liability at fair value, with the offsetting entry recorded as a non-cash expense within the consolidated statement of operations. The derivative liability was subsequently recorded at fair value at each reporting period, with changes in fair value reflected in earnings. The gain (loss) related to the change in fair value of the private warrant liability for years ended December 31, 2025, 2024, and 2023 were ($ 4.7 ) million , ($ 0.8 ) million, and $ 0.1 million, respectively, and are presented within changes in fair value of private warrant liability in the consolidated statements of operations. A roll-forward of the Level 3 private warrant liability is as follows (in thousands): Opening value at January 1, 2024 $ 105 Change in fair value during the period 811 Ending value at December 31, 2024 916 Change in fair value during the period 4,663 Ending value at December 31, 2025 $ 5,579 The Company used a Black-Scholes option pricing model to determine the fair value of the private warrant liability. The following table presents the assumptions used to value the private warrant liability for the year ended December 31, 2025: Exercise price $ 368 Expected volatility 73.34 % Risk-free interest rate 3.48 % Remaining term 1.01 years Dividend yield 0 % 109 Earnout Shares Liability: As part of the recapitalization and business combination in January 2022, 49,563 shares of C lass A Common Stock held by founders of VPCC are subject to forfeiture if the vesting condition is not met over the five year term following the Closing Date (“Founder Holder Earnout Shares”). These Founder Holder Earnout Shares were initially recorded as a liability at fair value and subsequently recorded at fair v alue at each reporting period, with changes in fair value reflected in earnings. The gain (loss) related to the change in fair value of the Founder Holder Earnout Shares liabilities for years ended December 31, 2025, 2024, and 2023 were ($ 3.3 ) million, ($ 1.0 ) million and $ 0.02 million, respectively, and are presented within changes in fair value of earnout liabilities in the consolidated statements of operations. A roll-forward of the Level 3 Founder Holder Earnout Shares liability is as follows (in thousands): Opening value at January 1, 2024 $ 31 Change in fair value during the period 965 Ending value at December 31, 2024 996 Change in fair value during the period 3,285 Ending value at December 31, 2025 $ 4,281 The Company used a Monte Carlo Simulation Method to determine the fair value of the Founder Holder Earnout Shares liability. The following table presents the assumptions used to value the Founder Holder Earnout Shares liability for the year ended December 31, 2025: Exercise price $ 400 -$ 480 Expected volatility 69.7 % Risk-free interest rate 3.50 % Remaining term 1.01 years Dividend yield 0 % There were no other assets or liabilities that were required to be measured at fair value on a recurring basis as of December 31, 2025 and December 31, 2024 . Note 15 Stockholders’ Equity As of December 31, 2025 , no shares of preferred stock were outstanding, and the Company has no present plans to issue any shares of preferred stock. Pursuant to the terms of the Company’s amended and restated certificate of incorporation, shares of preferred stock may be issued from time to time in one or more series. The Company’s Board of Directors are authorized to fix the voting rights, if any, designations, powers and preferences, the relative, participating, optional or other special rights, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series of preferred stock. The Company’s Board of Directors are able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of the Company’s Board of Directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control or the removal of existing management. Class A and Class V Common Stock: The Company’s Board of Directors has authorized two classes of common stock, Class A Common Stock and Class V Common Stock. The Company had authoriz ed 500,000,000 and 100,000,000 sh ares of Class A Common Stock and Class V Common Stock, respectively. Shares of Class V Common Stock have 10 votes per share , while shares of Class A Common Stock have one vote per share . The holders of shares of Class A Common Stock and Class V Common Stock shall at all times vote together as a single class on all matters (including the election of directors) submitted to a vote of the Company’s stockholders. Class V Common Stock a re convertible into shares of Class A Common Stock on a one -to-one basis at the option of the holders of Class V Common Stock at any time upon written notice to the Company. As of December 31, 2025, the Company had 12,560,600 and 1,314,082 of Class A Common Stock and Class 110 V Common Stock issued, respectively. As of December 31, 2025, the Company had 12,236,547 and 1,314,082 of Class A Common Stock and Class V Common Stock outstanding, respectively. Note 16 Stock-Based Compensation In 2017, the Company’s Board of Directors adopted the Dave Inc. 2017 Stock Plan (the “2017 Plan”). The 2017 Plan authorized the award of stock options, restricted stock, and restricted stock units. On January 4, 2022, the stockholders of the Company approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan was previously approved, subject to stockholder approval, by the Company’s Board of Directors on January 4, 2022. Upon the consummation of the Business Combination with VPCC, the 2017 Plan was terminated and replaced by the 2021 Plan. The maximum term of stock options granted under the 2021 Plan is 10 years and the awards generally vest over a four-year period. The Company recognized $ 29.9 million, $ 37.3 million and $ 26.7 million of stock-based compensation expense arising from stock options, restricted stock unit grants and performance-based restricted stock unit grants which is recorded as a component of compensation and benefits in the consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023, respectively. Stock Options: Management has valued stock options at their date of grant utilizing the Black-Scholes option pricing model. The fair value of the underlying shares was estimated by using a number of inputs, including recent arm’s length transactions involving the sale of the Company’s common stock. Expected term —The expected term represents the period of time that options are expected to be outstanding. As the Company does not have sufficient historical exercise behavior, it determines the expected life assumption using the simplified method, which is an average of the contractual term of the option and its vesting period. Risk free interest rate —The risk-free interest rate is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options depending on the date of the grant and expected life of the options. Expected dividend yield —The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends. Expected volatility —Due to the Company’s limited operating history and lack of company-specific historical or implied volatility, the expected volatility assumption is based on historical volatilities of a peer group of similar companies whose share prices are publicly available. The Company identified a group of peer companies and considered their historical stock prices. In identifying peer companies, the Company considered the industry, stage of life cycle, size, and financial leverage of such other entities. Activity with respect to stock options is summarized as follows: Shares Weighted-Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Options outstanding, January 1, 2025 558,379 $ 16.92 5.6 $ 39,085 Granted - $ - Exercised ( 109,409 ) $ 6.95 Forfeited - $ - Expired ( 798 ) $ 22.21 Options outstanding, December 31, 2025 448,172 $ 19.35 4.9 90,558 Nonvested options, December 31, 2025 238,686 $ 23.16 5.2 47,319 Vested and exercisable, December 31, 2025 209,486 $ 15.01 4.6 43,238 111 At December 31, 2025, total estimated unrecognized stock-based compensation cost related to unvested stock options prior to that date wa s $ 1.0 million, which is expected to be recognized over a weighted-average remaining period of 2.5 years. On March 3, 2021, the Company granted the Chief Executive Officer stock options to purchase up to 358,001 shares of Common Stock in nine tranches. Each of the nine tranches contain service, market and performance conditions. The market conditions relate to the achievement of certain specified price targets. Vesting commences on the grant date; however, no compensation charges are recognized until the service and performance condition are probable, which is upon the completion of a liquidity event, the achievement of specified price targets for each tranche of shares, and continuous employment. Upon the completion of the business combination with VPCC, the performance condition was met and the Company recorded a cumulative stock-based compensation expense of $ 1.9 million. The options have a strike price of $ 23.18 per share. The Company determined the fair value of the options on the grant date to be $ 10.5 million using a Monte Carlo simulation with key inputs and assumptions such as stock price, term, dividend yield, risk-free interest rate, and volatility. The derived service periods determined by the valuation for each of the nine tranches range from approximately 3 years to approximately 7 years . Each tranche will be expensed monthly over the derived service period unless vesting conditions for a particular tranche are met, at which point all remaining compensation charges related to that particular tranche will be expensed in the period in which the vesting conditions were met. The following table presents the key inputs and assumptions used to value the options granted to the Chief Executive Officer on the grant date: Remaining term 10.0 years Risk-free interest rate 1.5 % Expected dividend yield 0.0 % Expected volatility 40.0 % Stock Option Repricing: In April 2023, the Company’s Board of Directors approved a repricing of certain previously granted and still outstanding vested and unvested stock option awards held by eligible employees, which was approved by stockholders on June 9, 2023. As a result, the exercise price for these awards was lowered to $ 5.18 per share, which was the average per share closing price of the Company’s Class A Common Stock as reported on the Nasdaq Global Stock Market for the 30 trading days ending on and including June 9, 2023. No other terms of the repriced stock options were modified, and the repriced stock options will continue to vest according to their original vesting schedules and will retain their original expiration dates. As a result of the repricing, 134,931 vested and unvested stock options outstanding as of June 9, 2023, with original exercise prices ranging from $ 22.09 to $ 23.18 , were repriced. The repricing on June 9, 2023 resulted in incremental stock-based compensation expense of $ 0.2 million, of which $ 0.14 million related to vested stock option awards was expensed on the repricing date. The remaining $ 0.06 million related to unvested stock option awards is being amortized on a straight-line basis over the weighted-average vesting period of those awards of approximately 1.3 years as of June 9, 2023. In September 2023, the Company’s Board of Directors approved a repricing of certain previously granted and still outstanding vested and unvested stock option awards held by eight remaining eligible employees excluded from the aforementioned June 9 repricing. As a result, the exercise price for these awards was lowered to $ 7.23 per share, which was the average per share closing price of the Company’s Class A Common Stock as reported on the Nasdaq Global Stock Market for the 30 trading days ending on and including September 13, 2023. No other terms of the repriced stock options were modified, and the repriced stock options will continue to vest according to their original vesting schedules and will retain their original expiration dates. As a result of the repricing, 200,571 vested and unvested stock options outstanding as of September 13, 2023, with original exercise prices ranging from $ 22.09 to $ 23.18 , were repriced. The repricing on September 13, 2023 resulted in incremental stock-based compensation expense of $ 0.2 million, of which $ 0.17 million related to vested stock option awards was expensed on the repricing date. The remaining $ 0.07 million related to unvested stock option awards is being amortized on a straight-line basis over the weighted-average vesting period of those awards of approximately 1.0 years as of September 13, 2023. Restricted Stock Units: Activity with respect to RSUs is summarized as follows: 112 Shares Weighted-Average Grant-Date Fair Value Outstanding shares at January 1, 2025 1,200,868 $ 27.21 Granted 256,064 $ 108.26 Vested and Released ( 621,522 ) $ 39.73 Forfeited ( 112,810 ) $ 25.63 Outstanding shares at December 31, 2025 722,600 $ 51.98 At December 31, 2025 , total estimated unrecognized stock-based compensation cost related to nonvested RSUs was $ 35.1 million, which is expected to be recognized over a weighted-average period of 2.9 years. During the first quarter of 2023, th e Company granted 629,454 RSUs to certain employees in six tranches. Each of the six tranches contain service and market conditions. The market conditions relate to the achievement of certain specified price targets. Vesting commences on the grant date and the Company determined the fair value of the RSUs on the grant date to be approximately $ 3.0 million using a Monte Carlo simulation with key inputs and assumptions such as stock price, term, risk-free interest rate, and volatility. The derived service periods determined by the valuation for each of the six tranches range from approximately two years to approximately three years . Each tranche will be expensed monthly over the derived service period unless vesting conditions for a particular tranche are met, at which point all remaining compensation charges related to that particular tranche will be expensed in the period in which the vesting conditions were met. The following table presents the key inputs and assumptions used to value the RSUs granted during January 2023 that contain service and market conditions on the grant date: Remaining term 5.0 years Risk-free interest rate 3.5 % Expected volatility 79.7 % During October 2023, the Company granted 71,844 RSUs to c ertain em ployees in six tranches. Each of the six tranches contain service and market conditions. The market conditions relate to the achievement of certain specified price targets. Vesting commences on the grant date and the Company determined the fair value of the RSUs on the grant date to b e approximately $ 0.2 milli on using a Monte Carlo simulation with key inputs and assumptions such as stock price, term, risk-free interest rate, and volatility. The derived service periods determined by the valuation ranges from approximately two years to approximately three years . Each grant will be expensed monthly over the derived service period unless vesting conditions for a particular grant are met, at which point all remaining compensation charges related to that particular grant will be expensed in the period in which the vesting conditions were met. The following table presents the key inputs and assumptions used to value the RSUs granted during October 2023 that contain service and market conditions on the grant date: Remaining term 4.2 years Risk-free interest rate 4.9 % Expected volatility 87.6 % During the quarter ended June 30, 2024, the Company's Board of Directors approved a modification to the price targets in the market conditions and the addition of alternative performance conditions for 333,275 unvested RSUs. The modification of the unvested RSUs resulted in an incremental stock-based compensation expense of $ 1.0 million, which will be expensed monthly over the derived service period. The weighted average modification-date fair value of the RSUs was $ 5.36 per award. T he Company determined the fair value of the RSUs on the modification date using a Monte Carlo simulation with key inputs and assumptions such as stock price, term, risk-free interest rate, and volatility. The derived service periods determined by the valuation range from approximately one year to approximately two years . The RSUs will be expensed monthly over the derived service period unless vesting conditions for a particular tranche are met, at which point all remaining compensation charges will be expensed in the period in which the vesting 113 conditions were met. As a result of the modification, the RSUs are now classified as performance-based RSUs and included in the activity table below. The following table presents the key inputs and assumptions used to value the RSUs modified during the quarter ended June 30, 2024: Remaining term 3.7 years Risk-free interest rate 4.7 % Expected volatility 71.7 % During the third quarter of 2024, the Company's Board of Directors approved a modification to the price targets in the market conditions and the addition of alternative performance conditions for 50,000 unvested RSUs and during the quarter the Company achieved the performance conditions. The modification and achievement of the performance conditions resulted in an incremental cumulative stock-based compensation expense of approximately $ 0.4 million. As a result of the modification, the RSUs are now classified as performance-based RSUs and included in the activity table below. The 50,000 performance-based RSUs were subject to vesting as of December 31, 2024 and will be considered vested and subsequently issued based upon the achievement of the remaining service requirement as outlined in the award agreements. Performance-Based Restricted Stock Units: The Company grants performance-based RSUs to certain executives and employees as part of its long-term incentive plan. The performance-based RSUs are subject to the attainment of defined performance and service conditions, such as the Company's trailing twelve month adjusted EBITDA and specific share price targets, both subject to continued employment with the Company through certain dates. The actual number of shares subject to the award is determined at the end of the performance period and may range from 0 % to 150 % of the target shares granted depending upon the terms of the award. Activity with respect to Performance-Based RSUs is summarized as follows: Shares Weighted-Average Grant-Date Fair Value Outstanding shares at January 1, 2025 338,052 $ 34.26 Granted 185,055 $ 91.94 Vested and Released ( 210,453 ) $ 34.48 Forfeited ( 21,142 ) $ 63.19 Outstanding shares at December 31, 2025 291,512 $ 68.62 During the year ended December 31, 2024, the Company achieved certain performance conditions as outlined in its grant agreements and recorded a cumulative stock-based compensation expense of approximately $ 5.6 million. A total of 291,512 performance-based RSUs were subject to vesting as of December 31, 2025 and will be considered vested and subsequently issued to participants based upon the achievement of the remaining service requirements as outlined in the award agreements. At December 31, 2025 , total estimated unrecognized stock-based compensation cost related to nonvested performance-based RSUs was approximately $ 11.6 million, which is expected to be recognized over a weighted-average period of 1.4 years. 114 Note 17 Related-Party Transactions Leasing Arrangements: For each of the years ended December 31, 2025, 2024, and 2023, the Company paid $ 0.4 million under lease agreements with PCJW, which is controlled by the Company's founders (including the Company's CEO) for general office space in Los Angeles, California. The following is a schedule of future minimum rental payments as of December 31, 2025, under Company’s sublease for the properties located in Los Angeles, California signed with PCJW (in thousands): Year Related-Party Commitment 2026 79 2027 83 2028 72 Total minimum lease payments $ 234 Less: imputed interest ( 30 ) Total lease liabilities $ 204 The related-party components of the lease right-of-use assets, lease liabilities, both short-term, and long-term, are presented as part of the right-of-use asset and lease liability on the consolidated balance sheets. Debt Facility: Brendan Carroll, a Senior Partner at Victory Park Capital Advisors, LLC ("VPC") joined the board of directors of the Co mpany upon closing of the Business Combination. Interest expense related to the Debt Facility totaled $ 7.0 million, $ 7.7 million, and $ 8.6 million for the ye ars ended December 31, 2025, 2024, and 2023, respectively. For more information about the Debt Facility with VPC, refer to Note 11, Debt Facility. Legal Services: The law firm of Mitchell Sandler LLC, of which the Company's director Andrea Mitchell is a partner, provided legal services to the Company, which totaled $ 0.9 million, $ 1.3 million, and $ 0.8 million for the years ended December 31, 2025, 2024, and 2023 , respectively. 115 Note 18 Income Taxes The components of income tax (benefit) expense for the years ended December 31, 2025, 2024, and 2023 were as follows (in thousands): 2025 2024 2023 Current: Federal $ 2,055 $ 1,244 $ - State 4,342 1,237 120 Total current 6,397 2,481 120 Deferred: Federal ( 18,630 ) - - State ( 15,605 ) - - Total deferred ( 34,235 ) - - Provision for (benefit from) income taxes $ ( 27,838 ) $ 2,481 $ 120 A reconciliation between the Company’s federal statutory tax rate and its effective tax rate for the years ended December 31, 2025, 2024 and 2023 is as follows (dollars in thousands): 2025 2024 2023 Amount Rate Amount Rate Amount Rate Federal statutory tax rate $ 35,286 21.0 % 12,674 21.0 % ( 10,163 ) 21.0 % State and local taxes, net of federal tax effect (a) ( 13,429 ) - 8.0 % 155 0.3 % 2,976 - 6.1 % Tax credits Research and development tax credits ( 5,973 ) - 3.6 % ( 5,320 ) - 8.8 % ( 3,486 ) 7.2 % Changes in valuation allowances ( 38,887 ) - 23.1 % ( 5,592 ) - 9.3 % 5,867 - 12.1 % Nontaxable or nondeductible items: Stock-based compensation ( 24,193 ) - 14.4 % ( 3,926 ) - 6.5 % 4,614 - 9.5 % Nondeductible compensation 15,272 9.1 % 3,218 5.3 % 1,159 - 2.4 % Warrant liability 2,071 1.2 % 363 0.6 % ( 55 ) 0.1 % Other nontaxable or nondeductible items 717 0.4 % 158 0.3 % 31 - 0.1 % Change in unrecognized tax benefits 1,298 0.8 % 737 1.2 % 481 - 1.0 % Other adjustments Start-up costs - 0.0 % - 0.0 % ( 1,304 ) 2.7 % Other - 0.0 % 14 0.0 % - 0.0 % Effective tax rate $ ( 27,838 ) - 16.6 % $ 2,481 4.1 % $ 120 - 0.2 % (a) State taxes in California, Georgia, Illinois, New York, and New Jersey make up the majority (greater than 50 percent) of the tax effect in this category. Income taxes paid (net of refunds) for the years ended December 31, 2025, 2024 and 2023 were as follows (in thousands): 2025 2024 2023 Federal $ 3,939 $ 2 $ - States (a) 1,642 ( 111 ) ( 586 ) Total $ 5,581 $ ( 109 ) $ ( 586 ) (a) Some jurisdictions met the 5% disaggregation threshold; however, the related amounts were immaterial 116 The major components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024, consists of the following (in thousands): 2025 2024 Deferred tax assets: Net operating loss carryforward $ 6,019 $ 13,653 Allowance for credit losses 9,328 6,530 Research and development tax credit 12,194 10,477 Accrued expenses 2,302 2,857 Accrued compensation 1,187 1,267 Lease liability 50 159 Stock-based compensation 1,455 1,102 Section 174 research and development expenditures - 21,721 Other 2,806 1,881 Total deferred tax assets 35,341 59,647 Deferred tax liabilities: Prepaid expenses ( 892 ) ( 756 ) Section 174 research and development expenditures ( 61 ) - Other ( 203 ) ( 233 ) Total deferred tax liabilities ( 1,156 ) ( 989 ) Total net deferred tax assets before valuation allowance 34,185 58,658 Less: valuation allowance - ( 58,658 ) Total net deferred taxes $ 34,185 $ - As of December 31, 2025 , the Company had no federal net operating loss carryforwards and $ 70.7 million of combined state net operating loss (“NOL”) carryforwards available to offset future taxable income. The state NOLs begin to expire in 2032 . We also had federal and state R&D tax credit carryforwards of $ 11.5 million and $ 3.1 million at December 31, 2025, respectively. The federal business tax credit carryforwards can be carried forward for 20 years and will expire b etween 2043 and 2045 . The state R&D tax credit carryforwards do not expire. Internal Revenue Code Section 382 imposes limitations on the utilization of NOLs and credits in the event of certain changes in ownership of the Company. The Company completed a Section 382 ownership change analysis from inception through December 31, 2024. In addition, the Company monitors ownership changes of significant stockholders on an ongoing basis to assess whether an ownership change has occurred under Section 382. Based on these analyses, one ownership change occurred in 2017. However any annual limitations from the ownership change would not result in attribute carryforward limitations under Section 382. The realization of deferred tax assets is dependent upon future sources of taxable income. In making that assessment, the Company considers both positive and negative evidence in the various jurisdictions in which it operates related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. The Company recorded a valuation allowance against the deferred tax assets, net of deferred tax liabilities, at December 31, 2024 of $ 58.7 million. Based upon management’s assessment of all available evidence at December 31, 2024, we concluded that it was more-likely-than-not that the deferred tax assets, net of deferred tax liabilities, will not be realized. As of December 31, 2025, based on all available positive and negative evidence, having demonstrated sustained profitability, which is objective and verifiable, and taking into account anticipated future earnings, the Company has concluded that it is more likely than not that its U.S. federal and state deferred tax assets will be realizable. As such, the Company released $ 58.7 million of the valuation allowance associated with the U.S. federal and state deferred tax assets during the year ended December 31, 2025. A reconciliation of the Company’s gross unrecognized tax benefits as of December 31, 2025 and 2024 is as follows (in thousands): 117 2025 2024 Balance at beginning of year $ 2,026 $ 1,325 Increases to prior positions 57 95 Decreases to prior positions - - Increases for current year positions 1,189 606 Balance at end of year $ 3,272 $ 2,026 As of December 31, 2025 , the Company had $ 3.3 million of gross unrecognized tax benefits related to state income taxes and federal and state research and development tax credits. The unrecognized tax benefits of $ 3.3 million as of December 31, 2025, would, if recognized, affect the effective tax rate. Although it is possible that the amount of unrecognized tax benefits with respect to the uncertain tax positions will increase or decrease in the next 12 months, the Company does not expect material changes. The Company recognized insignificant amounts of interest expense as a component of income tax expense during the years ended December 31, 2025 and 2024. The income tax related accrued interest amounts were also insignificant as of December 31, 2025 and 2024, respectively. The Company is subject to examination by taxing authorities in the jurisdictions in which it files tax returns, including federal, California, and various other state jurisdictions. The federal statute of limitations remains open for the tax years December 31, 2022 and thereafter. The statute of limitations for California and various other state jurisdictions remains open for the tax years December 31, 2021 and thereafter. On June 27, 2025, California enacted legislation requiring financial institutions to utilize a single sales factor apportionment method, effective for tax years beginning in 2025. The new law decreased the Company's California apportioned income and state income tax expense in 2025 and was reflected in the Company's consolidated financial statements for the year ended December 31, 2025. On July 4, 2025, new U.S. tax legislation H.R.1, known as the One Big Beautiful Bill Act ("OBBBA"), was enacted. The OBBBA introduces significant amendments to corporate taxation, including the modification of research and development (R&D) expense capitalization, additional limitations on interest expense deductions, and provisions for accelerated depreciation of fixed assets. During the third quarter of 2025, the Company completed its assessment of the OBBBA and elected to accelerate the amortization of its previously capitalized and unamortized U.S. research and development costs over a one-year period as permitted under the new legislation. As a result of the election, there was a corresponding decrease to the Company's deferred tax assets and income tax payable resulting from the restoration of full expensing of U.S. research and experimentation expenditures. The Company also does not expect any ongoing material impact to its effective tax rate as a result of the OBBBA. Note 19 401(k) Savings Plan The Company maintains a 401(k) savings plan for the benefit of its employees. Employees can defer up to 90 % of their compensation 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. The Company incurred expenses for employer matching contributions of $ 2.2 million, $ 2.1 million and $ 2.2 million for the years ended December 31, 2025, 2024 and 2023 , respectively. Note 20 Segment Information In accordance with ASC 280, Segment Reporting , the operations of the Company constitute a single operating and reportable segment. This conclusion reflects the manner in which the Chief Operating Decision Maker ("CODM"), a joint responsibility, shared by the Chief Executive Officer and Chief Financial Officer , reviews financial information and makes operating decisions. The determination of the reportable segment is based on the nature of the Company’s products and services, as well as the financial performance, on a consolidated entity-wide basis, that are regularly reviewed by the CODM to guide resource allocation and assess performance. 118 The Company’s operations, all of which are located in the United States, collectively support this single-segment structure. No Member individually contributed to 10 % or more of the Company’s revenues for the years ended December 31, 2025, 2024 and 2023. For further information regarding the Company’s products, services, and the accounting policies applied to its reportable segment, refer to Note 2 Significant Accounting Policies. The key performance measure used by the CODM to make key operating decisions is consolidated net income, as reported in the Consolidated Statement of Operations. This measure is used to assess overall financial performance, identify areas for operation improvement and resource allocation and allocate budget between the provision for credit losses, processing and servicing costs, advertising and marketing, compensation and benefits and other operating expenses. This measure helps to ensure alignment with the Company’s long-term financial objectives and supports consistent evaluation across all business activities. The segment assets and liabilities reviewed by the CODM are those reported on the Company’s consolidated balance sheets, with particular focus on available liquidity, including cash, cash equivalents, investments, restricted cash, and ExtraCash receivables, offset by current liabilities and outstanding debt. The following table presents selected financial information with respect to the Company’s single operating and reportable segment for the years ended December 31, 2025, 2024 and 2023: Dave Inc. Consolidated Statements of Operations (in thousands) For the Years Ended December 31, 2025 2024 2023 Operating revenues: Service based revenue, net $ 511,910 $ 311,426 $ 232,241 Transaction based revenue, net 42,272 35,650 26,852 Total operating revenues, net 554,182 347,076 259,093 Operating expenses: Provision for credit losses 91,040 54,626 58,386 Processing and servicing costs 33,476 29,361 28,124 Financial network and transaction costs 28,210 24,726 22,687 Advertising and activation costs 65,989 53,446 56,662 Employee salaries and bonuses 60,769 59,044 58,721 Capitalized compensation costs ( 6,457 ) ( 7,300 ) ( 8,014 ) Stock-based compensation 29,896 37,327 26,674 Temporary labor and contractors 6,295 5,066 5,117 Other compensation, benefits and payroll taxes 12,851 11,623 10,805 Technology and infrastructure 12,094 11,011 10,583 Other operating expenses 33,396 33,535 31,548 Total operating expenses 367,559 312,465 301,293 Other (income) expenses: Interest income ( 1,596 ) ( 2,984 ) ( 5,295 ) Interest expense 7,043 7,989 11,774 Gain on extinguishment of convertible debt - ( 33,442 ) - Changes in fair value of earnout liabilities 3,285 965 ( 22 ) Changes in fair value of public and private warrant liabilities 9,864 1,729 ( 260 ) Total other (income) expense, net 18,596 ( 25,743 ) 6,197 Net income before provision (benefit) for income taxes 168,027 60,354 ( 48,397 ) Provision (benefit) for income taxes ( 27,838 ) 2,481 120 Net income (loss) $ 195,865 $ 57,873 $ ( 48,517 ) Other operating expenses primarily include professional services, legal fees and settlements, depreciation and amortization of property and equipment and intangible assets, charitable contributions, insurance, sales tax-related costs, meetings and events, and other general and administrative costs. These costs generally reflect our investments in infrastructure, business development, risk management, and administrative functions, and may vary period to period based on operational needs and strategic initiatives. 119 Significant noncash items that impact net income include provision for credit losses, stock based compensation, depreciation expense, amortization expense (see Note 7, Intangible Assets, Net), gain on extinguishment of convertible debt (see Note 9, Convertible Note), deferred income taxes (see Note 18, Income Taxes), changes in fair value of earnout li abilities, and changes in fair value of public and private warrant liabilities (see Note 14, Fair Value of Financial Instruments). Note 21 Treasury Shares In March 2025, the Company's Board of Directors authorized a share repurchase program under which the Company could repurchase up to $ 50.0 million of Class A common stock (the "March Repurchase Plan"). During the first quarter of 2025, the Company repurchased 81,370 shares of Class A common stock for an aggregate purchase price of $ 6.9 million, inclusive of transaction costs. In August 2025, the Company repurchased 132,155 shares of Class A common stock under the March Repurchase Plan for an aggregate purchase price of $ 25.0 million, inclusive of transaction costs. All repurchased shares were funded using general corporate funds, were recorded as treasury shares and are carried at cost as a component of stockholders’ equity on the consolidated b alance sheets. No treasury shares were retired or reissued during the year. In August 2025, the Company's Board of Directors authorized a new share repurchase program under which the Company may repurchase up to $ 125.0 million of outstanding Class A common stock (the "August Repurchase Plan"), which replaced the March Repurchase Plan. Prior to being replaced, $ 18.1 million remained available for share repurchases under the March Repurchase Plan. The repurchases may be conducted through open market transactions, privately negotiated transactions, block trades, one or more Rule 10b5-1 trading plans or other means our management deems appropriate. The program is part of the Company's capital allocation strategy to return capital to shareholders and manage dilution from equity compensation. The timing, price, and volume of repurchases are subject to management’s discretion and depend on market conditions, legal requirements, and other factors. We may suspend or discontinue the program at any time without prior notice. The program has no expiration date. In November 2025, the Company repurchased 60,965 shares of Class A common stock under the August Repurchase Plan for an aggregate purchase price of $ 11.8 million, inclusive of transaction costs. As of December 31, 2025 , $ 113.2 mil lion remained available for future repurchases under the current authorization. Note 22 Subsequent Events Subsequent events are events or transactions that occur after the consolidated balance sheet date, but before the consolidated financial statements are available to be issued. The Company recognizes in the consolidated financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the consolidated balance sheet, including the estimates inherent in the process of preparing the consolidated financial statements. The Company’s consolidated financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the consolidated balance sheet but arose after the consolidated balance sheet date and before the consolidated financial statements were available to be issued. In February 2026, the Company extended the lease with PCJW for the office space in Los Angeles, California for one year , ending in December 2026. Under the terms of the lease the current monthly rent is $ 0.03 million. On February 25, 2026, the Company’s Board of Directors authorized a new share repurchase program to buy back up to $300 million of its outstanding Class A common stock. The new program replaces the existing share repurchase program, which provided for up to $125 million repurchasing authority. As of February 25, 2026, approximately $113.2 million remained available under the existing program. 120 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.