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Dave Inc./DE

For the period ended Jun 30, 2025. Filed Aug 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 6, 2025

DAVE$278.59+1.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-08.

0000950170-25-067073

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-06.

0000950170-25-103967

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 135 previous paragraphs and 166 current paragraphs.

81 unchanged; 37 reworded; 37 added; 16 removed; 1 previous and 11 current paragraphs rearranged.

Tables are not compared: 6 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (37)

Current report

During the three months ended June 30, 2025, we revised the presentation of certain items within its condensed consolidated statement of operations. These changes have been applied retrospectively to all periods presented and did not impact previously reported net income or earnings per share.

Current report

Financial network and transaction costs now appear as a separate line item within operating expenses (formerly included in other operating expenses).

Current report

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).

Current report

Technology and infrastructure costs now appear as a separate line item within operating expenses (formerly included in other operating expenses).

Current report

Financial network and transaction costs primarily 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.

Current report

Advertising and activation expenses primarily consist of fees paid to our advertising and marketing platform partners for online, social media, and television campaigns, as well as promotional partnerships. These expenses also include activation-related costs, such as third-party fees (e.g., Plaid) incurred to onboard new Members to our platform. Advertising and activation costs are expensed as incurred, even though they may provide benefits over an extended period.

Current report

Technology and infrastructure costs are associated with third-party Software-as-a-Service (“SaaS”) solutions, including cloud-based platforms that support the development, maintenance, scalability, and security of our products and internal systems.

Current report

Other operating expenses primarily include charitable commitments, depreciation and amortization of property and equipment and intangible assets, legal fees, rent, sales tax-related costs, office expenses, public relations, professional services, travel and entertainment, and insurance. These costs generally reflect our investments in infrastructure, business development, risk management, and internal controls. As such, they may fluctuate based on strategic priorities and are not always directly correlated with revenue or transaction volume.

Current report

Financial network and transaction costs—Financial network and transaction costs totaled $7.2 million for the three months ended June 30, 2025, compared to $6.5 million for the three months ended June 30, 2024. The increase of $0.7 million, or 11%, was primarily driven by increases in debit card network fees and debit card processing costs due to a 27% increase in spend-related transaction volume period over period, partially offset by decreases in open disputes and negative balance expenses due to continued fraud mitigation efforts.

Current report

Technology and infrastructure—Technology and infrastructure expenses totaled $2.9 million for the three months ended June 30, 2025, compared to $2.8 million for the three months ended June 30, 2024. These costs remained steady period over period.

Current report

Interest expense—Interest expense totaled $1.8 million for the three months ended June 30, 2025, compared to $2.0 million for the three months ended June 30, 2024. The decrease of $0.2 million, or 10% was primarily driven by an overall decline in interest rates.

Current report

Provision for income taxes for the three months ended June 30, 2025 increased by approximately $4.3 million, or 238%, compared to the three months ended June 30, 2024. The Company reported higher income for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, which resulted in an income tax expense, rather than a benefit, in 2025. Although the Company reported income for the three months ended June 30, 2024, a decrease in the 2024 estimated annual effective tax rate during the second quarter resulted in a benefit for income taxes.

Current report

Subscription revenue totaled $14.9 million for the six months ended June 30, 2025, an increase of $3.1 million, or 26%, compared to $11.8 million for the six months ended June 30, 2024. The increase was primarily attributable to the growth in the number of paying Members on our platform, in addition to subscription fee increases that took place during June 2025.

Current report

Provision for credit losses—The provision for credit losses totaled $35.9 million for six months ended June 30, 2025, compared to $24.3 million for the six months ended June 30, 2024. The increase of $11.6 million, or 47.7%, was primarily attributable to an increase in provision expense of $2.0 million related to ExtraCash receivables aged over 120 days and those that have become uncollectible based on information available to us and an increase in provision expense of $9.6 million related to ExtraCash receivables aged 120 days and under.

Current report

The increase in provision expense of $9.6 million related to ExtraCash receivables aged 120 days and under was primarily attributed to an increase in receivables outstanding related to the 49% increase in ExtraCash volume period over period, offset by improved collections performance during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. This resulted in an increase to the allowance for credit losses and corresponding increase in provision expense during the six months ended June 30, 2025 as compared to June 30, 2024. We anticipate volatility in ExtraCash receivables outstanding each period as they are directly correlated with the timing and volume of Member ExtraCash activity during the last 120 days prior to the end of the period.

Current report

Historical loss and collections rates utilized in the calculation of the provision for credit losses decreased slightly when compared to historical rates due to continued improvement in historical collections performance. Any changes to our historical loss and collections experience directly affect the historical loss rates utilized in the calculation of the allowance for credit losses. The changes in the allowance for credit losses, period over period, have a direct impact on the provision for credit losses.

Current report

Financial network and transaction costs—Financial network and transaction costs totaled $14.3 million for the three months ended June 30, 2025, compared to $12.9 million for the three months ended June 30, 2024. The increase of $1.4 million, or 11%, was primarily driven by increases in debit card network fees and debit card processing costs due to a 25% increase in transaction volume period over period, partially offset by decreases in open disputes and negative balance expenses due to continued fraud mitigation efforts.

Current report

Advertising and activation costs—Advertising and activation expenses totaled $27.4 million for the six months ended June 30, 2025 compared to $23.8 million for the six months ended June 30, 2024. The increase of $3.6 million, or 15%, was primarily attributable to an expansion of marketing spend during the summer season in order to capitalize on the higher levels of demand for ExtraCash during that period. We are increasingly optimizing marketing spend by platform and channel, with a particular focus on acquiring high-value new customers. We continue to prioritize channel and creative optimizations and ongoing improvements to our measurement and reporting infrastructure, both of which allow us to invest more intelligently across our marketing mix.

Current report

Compensation and benefits—Compensation and benefits expenses totaled $53.7 million for the six months ended June 30, 2025 compared to $48.6 million for the six months ended June 30, 2024. The increase of $5.1 million, or 10%, was primarily attributable to the following:

Current report

Technology and infrastructure—Technology and infrastructure expenses totaled $5.6 million for the six months ended June 30, 2025, compared to $5.5 million for the six months ended June 30, 2024. These costs remained steady period over period.

Current report

Other operating expenses—Other operating expenses totaled $12.5 million for the six months ended June 30, 2025, compared to $12.7 million for the six months ended June 30, 2024. These costs remained steady period over period.

Current report

Gain on extinguishment of convertible debt—The gain on extinguishment of convertible debt totaled $0 for the six months ended June 30, 2025 compared to $33.4 million for the six months ended June 30, 2024. The decrease was attributable to the repurchase of the $105.7 million outstanding balance of the convertible note with FTX Ventures Ltd. for $71.0 million in January 2024. The gain was reduced by unamortized debt issuance costs of $0.03 million at the extinguishment date and third-party costs totaling $1.3 million in conjunction with the settlement of the convertible note.

Current report

Provision for income taxes for the six months ended June 30, 2025, increased by approximately $6.1 million, or 429%, compared to the six months ended June 30, 2024. This increase was primarily due to a significant increase in reported income, excluding discrete income and losses, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The Company reported discrete nondeductible losses for changes in fair value of warrant liabilities and earnout liabilities of approximately $28.3 million for the six months ended June 30, 2025, compared to a discrete gain on extinguishment of convertible debt of $33.4 million for the six months ended June 30, 2024.

Current report

No share repurchases were made during the quarter ended June 30, 2025.

Current report

On June 27, 2025, California enacted a new law requiring financial institutions to utilize a single sales factor apportionment method, effective for tax years beginning in 2025. While management is currently evaluating the ultimate impact of this change, the Company expects that this legislation will reduce its California apportioned income and related state income tax expense beginning in 2025.
Removed paragraphs (16)

Previous report

Advertising and marketing expenses consist primarily of fees we pay to our advertising and marketing platform partners. We incur advertising, marketing and production-related expenses for online, social media and television advertising and for partnerships and promotional advertising. Advertising and marketing expenses are expensed as incurred although they typically deliver a benefit over an extended period.

Previous report

Other operating expenses consist primarily of technology and infrastructure (third-party Software as a Service or “SaaS”), commitments to charity, transaction based costs (program expenses, association fees, processor fees, losses from Member-disputed transactions, bank card fees and fraud), depreciation and amortization of property and equipment and intangible assets, legal fees, rent, certain sales tax related costs, office related expenses, public relations costs, professional services fees, travel and entertainment, and insurance. Costs associated with technology and infrastructure (third-party SaaS), depreciation and amortization of property and equipment and intangible assets, legal fees, rent, office related expenses, public relations costs, professional services fees, travel and entertainment, and insurance vary based upon our investment in infrastructure, business development, risk management and internal controls and are generally not correlated with our operating revenues or other transaction metrics.

Previous report

an increase in expenses related to our Checking Product of $0.6 million, primarily attributable to card processing fees, card fees and fraud related costs associated with the growth in Members and the number of transactions processed; and

Previous report

an increase in general corporate legal fees of $0.3 million; offset by

Previous report

Provision for income taxes for the three months ended March 31, 2025 increased by approximately $1.9 million, or 58%, compared to the three months ended March 31, 2024. The increase was primarily due to higher income reported for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Previous report

For further information on repurchases during the quarter, refer to the table under Part II, Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds” and Note 19, Treasury Shares in the notes to our condensed consolidated financial statements.

Previous report

We will remain an emerging growth company under the JOBS Act until the earliest of (1) the last day of the fiscal year (a) following March 4, 2026, (b) in which we have total annual gross revenue of at least $1.235 billion, (c) in which we are deemed to be a “large accelerated filer” under the rules of the SEC, which means the market value of our common equity that is held by non-affiliates exceeds $700.0 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.
Reworded paragraphs (37)

Previous wording

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the notes related thereto which are included in Part I, Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and elsewhere in our Annual Report on Form 10-Kfor the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2025 (the “Annual Report”) and in “Cautionary Note Regarding Forward-Looking Statements,” Part II, Item 1A. “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.

Current wording

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the notes related thereto which are included in Part I, Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2025 (the “Annual Report”) and in “Cautionary Note Regarding Forward-Looking Statements,” Part II, Item 1A. “Risk Factors” and elsewhere in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and this Quarterly Report on Form 10-Q.

Previous wording

We have engineered a purpose-driven platform designed to deliver on our mission, making a significant impact across the stakeholder groups we serve. Since our inception, more than 17 million Members have signed up for the Dave app, with over 12 million having used at least one of our products. We have provided Members with more than $16 billion in ExtraCash, offering critical liquidity when they need it most. To further support our communities, we have donated approximately $23 million to charity and important causes since inception.

Current wording

We have engineered a purpose-driven platform designed to deliver on our mission, making a significant impact across the stakeholder groups we serve. Since our inception, nearly 18 million Members have signed up for the Dave app, with nearly 13 million having used at least one of our products. We have provided Members with nearly $18 billion in ExtraCash, offering critical liquidity when they need it most. To further support our communities, we have donated over $23 million to charity and important causes since inception.

Previous wording

Customers value our products, as demonstrated by more than 700,000 App Store reviews with an average 4.8-star rating as of April 2025. Our business model is built on transparency and customer alignment and building relationships with our Members that drive positive outcomes for both them and our business.

Current wording

Customers value our products, as demonstrated by more than 730,000 App Store reviews with an average 4.8-star rating as of July 2025. Our business model is built on transparency and customer alignment and building relationships with our Members that drive positive outcomes for both them and our business.

Previous wording

The U.S. financial system has historically failed to address the needs of the millions of Americans who are living paycheck to paycheck. According to the Financial Health Network (“FHN”) in 2024, approximately 180 million Americans are classified as financially “coping” or “vulnerable” representing over 70% of the U.S. population, up from 66% in 2021. An April 2025 report by PYMNTS also found that 65% of U.S. consumers were living paycheck to paycheck, up from 58% a year earlier. This market includes both young and financially challenged individuals who have trouble managing cash flow, have minimal savings, regularly overdraft, and pay high fees for access to financial services. FHN research estimates there is approximately $38 billion of fees paid annually for access to basic checking services, including account maintenance fees, overdraft fees and ATM fees and that financially vulnerable and coping populations pay over $200 billion in annual fees and interest for short-term credit. We believe these insights are supported by a Dave study of our Members which reveals that traditional financial institutions charge consumers between $300-$400 of fees annually for access to basic checking services. We also believe these trends underscore a growing need for better financial solutions and illustrate the depth of our total addressable market (“TAM”), which we estimate to be approximately 180 million Americans that do not have access to affordable and effective banking solutions.

Current wording

The U.S. financial system has historically failed to address the needs of the millions of Americans who are living paycheck to paycheck. According to the Financial Health Network (“FHN”) in 2024, approximately 180 million Americans are classified as financially “coping” or “vulnerable” representing over 70% of the U.S. population, up from 66% in 2021. A July 2025 report by PYMNTS also found that 68% of U.S. consumers were living paycheck to paycheck, up from 64% a year earlier. This market includes both young and financially challenged individuals who have trouble managing cash flow, have minimal savings, regularly overdraft, and pay high fees for access to financial services. FHN research estimates there is approximately $38 billion of fees paid annually for access to basic checking services, including account maintenance fees, overdraft fees and ATM fees and that financially vulnerable and coping populations pay over $200 billion in annual fees and interest for short-term credit. We believe these insights are supported by a Dave study of our Members which reveals that traditional financial institutions charge consumers between $300-$400 of fees annually for access to basic checking services. We also believe these trends underscore a growing need for better financial solutions and illustrate the depth of our total addressable market (“TAM”), which we estimate to be approximately 180 million Americans that do not have access to affordable and effective banking solutions.

Previous wording

We rely on agreements with Evolve, currently our only active bank partner, to provide ExtraCash and other deposit accounts, debit card services and other transaction services to us and our Members. See Part II, Item 1A. “Risk Factors” for additional information. Given the size and consistent growth of our Member base as well as how our product capabilities have been expanding, we recently announced an additional financial institution with which we will partner.

Current wording

We rely on agreements with Evolve Bank & Trust (“Evolve”), our primary bank partner, and Coastal Community Bank ("Coastal Community Bank") to provide ExtraCash and other deposit accounts, debit card services and other transaction services to us and our Members. See Part II, Item 1A. “Risk Factors” for additional information.

Previous wording

Transaction based revenue, net primarily consists of interchange and ATM revenues from our Checking Product, net of interchange fees, ATM-related fees, and interest earned by Members, fees earned from funding and withdrawal-related transactions, and volume support from a certain co-branded agreement and deposit referral fees that are recognized at the point in time the transactions occur, as the performance obligations are satisfied and the variable consideration is not constrained.

Current wording

Transaction based revenue, net primarily consists of interchange and ATM revenues from our Checking Product, net of interchange fees, ATM-related fees and interest earned by Members. Also included in transaction based revenue are fees earned from funding and withdrawal-related transactions and volume support from a certain co-branded agreement and deposit referral fees that are recognized at the point in time the transactions occur, as the performance obligations are satisfied and the variable consideration is not constrained.

Previous wording

We classify our operating expenses into the following five categories:

Current wording

We classify our operating expenses into the following seven categories:

Previous wording

The provision for credit losses primarily consists of an allowance for expected credit losses at a level estimated to be adequate to absorb credit losses inherent in the outstanding ExtraCash receivables, inclusive of outstanding processing fees, service fees and tips along with outstanding amounts aged over 120 days or which become uncollectible based on information available to us during the period. We currently estimate the allowance balance required using historical loss and collections experience, and, if relevant, the nature and volume of the portfolio, economic conditions, and other factors such as collections trends and cash collections received subsequent to the balance sheet date. Changes to the allowance have a direct impact on the provision for credit losses in the condensed consolidated statement of operations. We consider ExtraCash receivables aged more than 120 days or which become uncollectible based on information available to us as impaired. All impaired ExtraCash receivables are deemed uncollectible and subsequently written off and are a direct reduction to the allowance for credit losses. Subsequent recoveries, if any, of ExtraCash receivables written-off are recorded as a reduction to ExtraCash receivables, resulting in a reduction to the allowance for credit losses and a corresponding reduction to the provision for credit losses in the condensed consolidated statements of operations when collected.

Current wording

The provision for credit losses primarily consists of an allowance for expected credit losses at a level estimated to be adequate to absorb credit losses inherent in the outstanding ExtraCash receivables, inclusive of outstanding processing and service fees and tips, along with outstanding amounts aged over 120 days or which become uncollectible based on information available to us during the period. We currently estimate the allowance balance required using historical loss and collections experience, and, if relevant, the nature and volume of the portfolio, economic conditions, and other factors such as collections trends and cash collections received subsequent to the balance sheet date. Changes to the allowance have a direct impact on the provision for credit losses in the condensed consolidated statement of operations. We consider ExtraCash receivables aged more than 120 days or which become uncollectible based on information available to us as impaired. All impaired ExtraCash receivables are deemed uncollectible and subsequently written off and are a direct reduction to the allowance for credit losses. Subsequent recoveries, if any, of ExtraCash receivables written-off are recorded as a reduction to the provision for credit losses in the condensed consolidated statements of operations when collected.

Previous wording

Processing and service fees, net of processing and servicing costs associated with ExtraCash originations, totaled $83.4 million for the three months ended March 31, 2025, representing an increase of $38.9 million, or 87%, compared to $44.6 million for the three months ended March 31, 2024. The increase was primarily driven by an approximate 13% increase in average monthly transacting Members, an increase in total ExtraCash origination volume from approximately $1.05 billion to approximately $1.53 billion, and a rise in the average ExtraCash amounts that increased from $159 to $192 period over period. In addition, both the average processing and service fees, and percentage of Members who elected to expedite ExtraCash disbursements, increased modestly during the current period. We expect processing and service fees to continue to increase in line with growth in ExtraCash volume and Member engagement.

Current wording

Processing and service fees, net of processing and servicing costs associated with ExtraCash originations, totaled $113.5 million for the three months ended June 30, 2025, representing an increase of $63.9 million, or 129%, compared to $49.6 million for the three months ended June 30, 2024. The increase was primarily driven by an approximate 16% increase in average monthly transacting Members, an increase in total ExtraCash origination volume from approximately $1.19 billion to approximately $1.79 billion, a rise in the average ExtraCash amounts that increased from $166 to $206 period over period, and increases to our fee structure that took place during February 2025. In addition, both the average processing and service fees, and percentage of Members who elected to expedite ExtraCash disbursements, increased modestly during the current period. We expect processing and service fees to continue to increase in line with growth in ExtraCash volume and Member engagement.

Previous wording

Subscription revenue totaled $6.8 million for the three months ended March 31, 2025, an increase of $0.9 million, or 15%, compared to $5.9 million for the three months ended March 31, 2024. The increase was primarily attributable to the growth in the number of paying Members on our platform.

Current wording

Subscription revenue totaled $8.1 million for the three months ended June 30, 2025, an increase of $2.2 million, or 38%, compared to $5.9 million for the three months ended June 30, 2024. The increase was primarily attributable to the growth in the number of paying Members on our platform, in addition to subscription fee increases that took place during June 2025.

Previous wording

Provision for credit losses—The provision for credit losses totaled $10.6 million for the three months ended March 31, 2025, compared to $9.9 million for the three months ended March 31, 2024, representing an increase of $0.7 million, or 7%. This increase was primarily driven by an increase in provision expense of $0.3 million related to ExtraCash receivables aged over 120 days and those that have become uncollectible based on information available to us, in addition to an increase in provision expense of $0.4 million related to ExtraCash receivables aged 120 days and under.

Current wording

Provision for credit losses—The provision for credit losses totaled $25.3 million for the three months ended June 30, 2025, compared to $14.4 million for the three months ended June 30, 2024, representing an increase of $10.9 million, or 76%. This increase was primarily driven by an increase in provision expense of $1.7 million related to ExtraCash receivables aged over 120 days and those that have become uncollectible based on information available to us, in addition to an increase in provision expense of $9.3 million related to ExtraCash receivables aged 120 days and under.

Previous wording

Provision expense related to receivables aged 120 days and under increased by $0.4 million, primarily due to higher outstanding balances resulting from a 46% increase in ExtraCash origination volume, partially offset by improved collection performance. These dynamics resulted in an increase to the allowance for credit losses and corresponding increase in provision expense during the three months ended March 31, 2025 as compared to March 31, 2024. We expect continued volatility in ExtraCash receivables outstanding each period, as balances are directly influenced by the timing and volume of Member activity in the trailing 120-day period. Additionally, slight improvements in historical loss and collection rates contributed to a reduction in loss rate assumptions used in calculating the allowance for credit losses. Changes in these historical assumptions directly impact both the allowance and the provision for credit losses.

Current wording

Provision expense related to receivables aged 120 days and under increased by $9.3 million, primarily due to higher outstanding balances resulting from a 50% increase in ExtraCash origination volume, partially offset by improved collection performance. These dynamics resulted in an increase to the allowance for credit losses and corresponding increase in provision expense during the three months ended June 30, 2025 as compared to June 30, 2024. We expect continued volatility in ExtraCash receivables outstanding each period, as balances are directly influenced by the timing and volume of Member activity in the trailing 120-day period. Additionally, slight improvements in historical loss and collection rates contributed to a reduction in loss rate assumptions used in calculating the allowance for credit losses. Changes in these historical assumptions directly impact both the allowance and the provision for credit losses.

Previous wording

Processing and service costs—Processing and servicing costs totaled $7.1 million for the three months ended March 31, 2025, compared to $7.7 million for the three months ended March 31, 2024. The decrease of $0.6 million, or 8%, was primarily driven by increases in ExtraCash origination volume from $1,050 million to approximately $1,531 million, offset by, continued technology enhancements made to our ExtraCash payments structure along with rebates and cost savings due to price reductions from our processors.

Current wording

Processing and service costs—Processing and servicing costs totaled $7.2 million for the three months ended June 30, 2025, compared to $7.5 million for the three months ended June 30, 2024. The decrease of $0.3 million, or 4%, was primarily driven by continued technology enhancements made to our ExtraCash payments structure along with rebates and cost savings due to price reductions from our processors and card network partners, partially offset by cost increases from ExtraCash origination volume from $1.19 billion to approximately $1.79 billion.

Previous wording

Advertising and marketing—Advertising and marketing expenses totaled $10.3 million for the three months ended March 31, 2025, compared to $9.1 million for the three months ended March 31, 2024. The increase of $1.2 million, or 13%, was primarily attributable to a more targeted spend approach for our advertising campaigns across digital and offline channels, with a particular focus on acquiring high-value new customers. We continue to prioritize channel and creative optimizations and ongoing improvements to our measurement and reporting infrastructure, both of which allow us to invest more intelligently across our marketing mix.

Current wording

Advertising and activation costs—Advertising and activation costs totaled $15.5 million for the three months ended June 30, 2025, compared to $12.9 million for the three months ended June 30, 2024. The increase of $2.6 million, or 20%, was primarily attributable to an expansion of marketing spend during the summer season in order to capitalize on the higher levels of demand for ExtraCash during that period. We are increasingly optimizing marketing spend by platform and channel, with a particular focus on acquiring high-value new customers. We continue to prioritize channel and creative optimizations and ongoing improvements to our measurement and reporting infrastructure, both of which allow us to invest more intelligently across our marketing mix.

Previous wording

Compensation and benefits—Compensation and benefits expenses totaled $27.5 million for the three months ended March 31, 2025, compared to $24.6 million for the three months ended March 31, 2024. The increase of $2.9 million, or 12%, was primarily attributable to the following:

Current wording

Compensation and benefits—Compensation and benefits expenses totaled $26.4 million for the three months ended June 30, 2025, compared to $24.2 million for the three months ended June 30, 2024. The increase of $2.2 million, or 9%, was primarily attributable to the following:

Previous wording

an increase in payroll related costs of $1.4 million, primarily due to increased compensation, employer related taxes and performance bonuses, offset by severance costs incurred during the three months ended March 31, 2024.

Current wording

an increase in payroll related costs of $1.5 million, primarily due to increased compensation, employer related taxes and performance bonuses incurred during the three months ended June 30, 2025; and

Previous wording

an increase in stock-based compensation of $1.4 million, primarily due to the vesting of certain performance based restricted stock units during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, offset by a reduction in stock-based compensation expense related to stock options granted in prior years that have fully vested; and

Current wording

an increase in stock-based compensation of $0.6 million, primarily due to the grant of certain performance-based restricted stock units during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, offset by a reduction in stock-based compensation expense related to stock options granted in prior years that have fully vested.

Previous wording

Other operating expenses—Other operating expenses totaled $17.3 million for the three months ended March 31, 2025, compared to $16.9 million for the three months ended March 31, 2024. The increase of $0.4 million, or 2%, was primarily attributable to the following:

Current wording

Other operating expenses—Other operating expenses remained steady and totaled $6.2 million for both the three months ended June 30, 2025 and the three months ended June 30, 2024.

Previous wording

Changes in fair value of earnout liability—Changes in fair value of earnout liabilities resulted in income of $0.4 million for the three months ended March 31, 2025, compared to an expense of $0.2 million for the three months ended March 31, 2024. This $0.6 million period-over-period change was primarily driven by a fair value adjustment related to the earnout shares liability, which is sensitive to fluctuations in our Class A common stock price. While our stock has generally appreciated over the last 12 months, a decline in our Class A common stock price during the first quarter of 2025 led to a remeasurement of the liability at a lower fair value, resulting in the recognition of income during the period.

Current wording

Changes in fair value of earnout liability—Changes in fair value of earnout liabilities resulted in expense of $7.9 million for the three months ended June 30, 2025, compared to a gain of $0.06 million for the three months ended June 30, 2024. The increase of $8.0 million was primarily driven by a fair value adjustment related to the earnout shares liability, which is sensitive to fluctuations in our Class A common stock price. While our stock has generally appreciated over the last 12 months, a significant increase in our Class A common stock price during the second quarter of 2025 led to a remeasurement of the liability at a higher fair value, resulting in the expense recognized during the period.

Previous wording

Changes in fair value of warrant liability—Changes in the fair value of our warrant liability resulted in an expense of $0.4 million for the three months ended March 31, 2025, compared to an expense of $0.5 million for the same period in 2024. The $0.1 million year-over-year decrease in expense, or 26%, was primarily driven by fair value adjustments related to our public and private warrant liabilities, which are remeasured each period based on changes in our Class A common stock price. The warrant liability increased in value during the current quarter due to a rise in our Class A common stock price compared to the prior-year period, resulting in a non-cash expense recognized in the current period.

Current wording

Changes in fair value of warrant liability—Changes in the fair value of our warrant liability resulted in an expense of $20.5 million for the three months ended June 30, 2025, compared to a gain of $0.3 million for the three months ended June 30, 2024. The increase of $20.8 million was primarily driven by fair value adjustments related to our public and private warrant liabilities, which are remeasured each period based on changes in the DAVEW warrant price and our Class A common stock price. The warrant liability increased in value during the current quarter due to a significant increase in the DAVEW warrant price and our Class A common stock price during the second quarter of 2025, which led to a remeasurement of the liability at a higher fair value, resulting in the expense recognized during the period.

Previous wording

Tips totaled $7.5 million for the three months ended March 31, 2025, representing a decrease of $7.4 million, or 50%, compared to $14.9 million for the three months ended March 31, 2024. The decline was primarily due to the elimination of the Member tipping option in February 2025, which significantly reduced tip-related revenues for the quarter.

Current wording

Tips totaled $7.5 million for the six months ended June 30, 2025, representing a decrease of $23.5 million, or 76%, compared to $31.0 million for the six months ended June 30, 2024. The decline was primarily due to the elimination of the Member tipping option in February 2025.

Previous wording

Transaction based revenue, net, was $10.1 million for the three months ended March 31, 2025, an increase of $2.1 million, or 26%, compared to $8.1 million for the three months ended March 31, 2024. The increase was primarily driven by higher interchange revenue, resulting from the growth in Members engaging with our Checking Product, as well as increased card spend and transaction volume, which rose approximately 24% period over period. Additionally, transaction based revenue increased due to fees earned from higher Members' funding and withdrawal-related transactions. These increases were partially offset by a $0.1 million increase in interest due to Members.

Current wording

Transaction based revenue, net, was $20.3 million for the six months ended June 30, 2025 an increase of $3.8 million, or 23%, compared to $16.5 million for the six months ended June 30, 2024. The increase was primarily driven by higher interchange revenue, resulting from the growth in Members engaging with our Checking Product, as well as increased card spend and transaction volume, which rose approximately 25% period over period. Additionally, transaction based revenue increased due to fees earned from higher Members' funding and withdrawal-related transactions. These increases were partially offset by a $0.2 million increase in interest due to Members.

Previous wording

The increase in provision expense of $0.3 million related to ExtraCash receivables aged over 120 days and those which have become uncollectible based on information available to us, period over period, was attributed to improved collections performance due primarily to underwriting modifications related to ExtraCash eligibility requirements, new Member conversion and risk detection, all despite increases in transacting Members, average ExtraCash amounts from $159 to $192 and total ExtraCash origination volume from $1,050 million to approximately $1,531 million for the three months ended March 31, 2024 and 2025, respectively. All impaired ExtraCash receivables deemed uncollectible are subsequently written-off and are a direct reduction to the allowance for credit losses.

Current wording

The increase in provision expense of $2.0 million related to ExtraCash receivables aged over 120 days and those which have become uncollectible based on information available to us, period over period, was attributed to increases in transacting Members, average ExtraCash from $163 to $199 and total ExtraCash origination volume from $2.24 billion to approximately $3.32 billion for the six months ended June 30, 2024 and 2025, respectively, offset by improved collections performance due primarily to underwriting modifications related to ExtraCash eligibility requirements, new Member conversion and risk detection. All impaired ExtraCash receivables deemed uncollectible are subsequently written-off and are a direct reduction to the allowance for credit losses.

Previous wording

Interest income— Interest income totaled $0.4 million for the three months ended March 31, 2025, compared to $1.5 million for the three months ended March 31, 2024. The decrease of $1.1 million, or 71%, was primarily attributable to an average lower total balance of investments held during the quarter ended March 31, 2025 as compared to the quarter ended March 31, 2024.

Current wording

Interest income—Interest income totaled $1.0 million for the six months ended June 30, 2025, compared to $2.0 million for the six months ended June 30, 2024. The decrease of $1.0 million, or 50%, was primarily attributable to an average lower total balance of investments held during the quarter ended June 30, 2025 as compared to the quarter ended June 30, 2024.

Previous wording

Interest expense— Interest expense totaled $1.8 million for the three months ended March 31, 2025, compared to $2.2 million for the three months ended March 31, 2024. The decrease of $0.5 million, or 21%, was primarily attributable to a reduction of interest expense related to the repurchase of the convertible note with FTX Ventures Ltd. in January 2024.

Current wording

Interest expense—Interest expense totaled $3.5 million for the six months ended June 30, 2025 compared to $4.2 million for the six months ended June 30, 2024. The decrease of $0.7 million, or 15%, was primarily attributable to an overall decline in interest rates and a reduction of interest expense related to the repurchase of the convertible note with FTX Ventures Ltd. in January 2024.

Previous wording

“Adjusted EBITDA” is defined as net income adjusted for interest expense, net, provision for income taxes, depreciation and amortization, stock-based compensation and other discretionary items determined by management. Adjusted EBITDA is intended as a supplemental measure of our performance that is neither required by, nor presented in accordance with, GAAP. We believe that the use of Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that, when evaluating Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because not all companies calculate Adjusted EBITDA in the same fashion.

Current wording

GAAP. We believe that the use of Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that, when evaluating Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because not all companies calculate Adjusted EBITDA in the same fashion.

Previous wording

The following table reconciles net income to Adjusted EBITDA for the three months ended March 31, 2025 and 2024, respectively:

Current wording

The following table reconciles net income to Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024, respectively:

Previous wording

In the past, we have financed our operations primarily from cash receipts from service and transaction based revenues, equity financings, borrowings under the Debt Facility, issuances of convertible notes and funds received as a result of the business combination. As of March 31, 2025 and December 31, 2024, our cash and cash equivalents, marketable securities, investments and restricted cash balance was $89.7 million and $91.9 million, respectively.

Current wording

In the past, we have financed our operations primarily from cash receipts from service and transaction based revenues, equity financings, borrowings under the Debt Facility, issuances of convertible notes and funds received as a result of the business combination. As of June 30, 2025 and December 31, 2024, our cash and cash equivalents, marketable securities, investments and restricted cash balance was $104.7 million and $91.9 million, respectively.

Previous wording

Although we have fully implemented our remote employee workforce strategy in the U.S., we have not closed our leased office locations. We are required to continue making our contractual payments until our operating leases are formally terminated or expire. Our remaining leases have terms of approximately 0.8 to 3.6 years as of March 31, 2025, and we had a total lease liability of $0.5 million. See Note 12, Leases in the notes to our condensed consolidated financial statements for additional information regarding our lease liabilities as of March 31, 2025.

Current wording

Although we have fully implemented our remote employee workforce strategy in the U.S., we have not closed our leased office locations. We are required to continue making our contractual payments until our operating leases are formally terminated or expire. Our remaining leases have terms of approximately 0.5 to 3.3 years as of June 30, 2025, and we had a total lease liability of $0.4 million. See Note 12, Leases in the notes to our condensed consolidated financial statements for additional information regarding our lease liabilities as of June 30, 2025.

Previous wording

During the three months ended March 31, 2025, net cash provided by operating activities increased compared to the three months ended March 31, 2024 due to increases in operating revenues and a reduction in various operating expenses across the organization. Net cash provided by operating activities for the three months ended March 31, 2025 included net income of $28.8 million, and excluding non-cash impacts, included an increase in ExtraCash receivables, service based revenue of $3.3 million and a decrease in accounts payable of $0.5 million. These changes were offset by an increase in accrued expenses of $0.2 million and an increase in other non-current liabilities of $0.3 million.

Current wording

During the six months ended June 30, 2025, net cash provided by operating activities increased compared to the six months ended June 30, 2024 due to increases in operating revenues and a reduction in various operating expenses across the organization. Net cash provided by operating activities for the six months ended June 30, 2025 included net income of $37.9 million, and excluding non-cash impacts, included an increase in ExtraCash receivables, service based revenue of $7.9 million and an increase in prepaid expenses and other current assets of $1.7 million. These changes were offset by an increase in accounts payable of $1.0 million, an increase in other non-current liabilities of $0.6 million and an increase in accrued expenses of $0.5 million.

Previous wording

During the three months ended March 31, 2024, net cash provided by operating activities increased compared to the three months ended March 31, 2023 due to increases in operating revenues, offset primarily by increases in compensation and other operating expenses to support the growth of the business. Net cash provided by operating activities for the three months ended March 31, 2024 included net income of $34.2 million, and excluding non-cash impacts, included increase in accounts payable of $2.7 million and an increase in other current liabilities of $2.7 million. These changes were offset primarily by an increase in prepaid expenses and other current assets of $5.6 million, a decrease in a legal settlement accrual of $2.6 million, a decrease in accrued expenses of $1.9 million, and an increase in ExtraCash receivables, service based revenue of $0.5 million.

Current wording

During the six months ended June 30, 2024, net cash provided by operating activities increased compared to the six months ended June 30, 2023 due to increases in operating revenues and a reduction in operating expenses across the organization. Net cash provided by operating activities for the six months ended June 30, 2024 included net income of $40.6 million, and excluding non-cash impacts, included increase in accounts payable of $3.8 million, an increase in other non-current liabilities of $2.9 million, an increase in other current liabilities of $0.5 million, and a decrease in prepaid income taxes of $0.1 million. These changes were offset primarily by an increase in prepaid expenses and other current assets of $5.6 million, a decrease in a legal settlement accrual of $2.1 million, a decrease in accrued expenses of $1.9 million and an increase in ExtraCash receivables, service based revenue of $0.6 million.

Previous wording

During the three months ended March 31, 2025, net cash provided by investing activities was $28.1 million. This included the sale and maturity of investments of $37.3 million, offset by purchases of investments of $37.9 million, net ExtraCash originations and collections of $26.1 million and payments related to internally developed software costs and property and equipment of $1.4 million.

Current wording

During the six months ended June 30, 2025, net cash used in investing activities was $81.8 million. This included the sale and maturity of investments of $108.1 million, offset by purchases of investments of $108.8 million, net ExtraCash originations and collections of $77.8 million, and payments related to internally developed software costs of $3.1 million.

Previous wording

During the three months ended March 31, 2024, net cash provided by investing activities was $66.1 million. This included the sale and maturity of investments of $90.3 million and sale of marketable securities of $59.0 million, offset by purchases of marketable securities of $59.2 million, purchases of investments of $20.9 million, net disbursements and collections of ExtraCash of $1.6 million, and payments related to internally developed software costs of $1.6 million.

Current wording

During the six months ended June 30, 2024, net cash provided by investing activities was $31.6 million. This included the sale and maturity of investments of $121.8 million and sale of marketable securities of $60.0 million, offset by purchases of marketable securities of $59.2 million, purchases of investments of $48.5 million, net disbursements and collections of ExtraCash receivables of $38.7 million, and payments related to internally developed software costs of $3.8 million.

Previous wording

During the three months ended March 31, 2025, net cash used in financing activities was $19.9 million, which consisted of the $13.3 million for payment for shares withheld related to net share settlements and $6.9 million related to repurchases of Class A Common Stock, offset by $0.3 million for proceeds received for stock option exercises.

Current wording

During the six months ended June 30, 2025, net cash used in financing activities was $19.5 million, which consisted of the $13.3 million for payment for shares withheld related to net share settlements and $6.9 million related to repurchases of Class A Common Stock, offset by $0.7 million for proceeds received for stock option exercises.

Previous wording

During the three months ended March 31, 2024, net cash used in financing activities was $70.5 million, which consisted of the $71.0 million paydown of the FTX Ventures Ltd. convertible note, offset by $0.5 million received for stock option exercises.

Current wording

During six months ended June 30, 2024, net cash used in financing activities was $70.9 million, which consisted of the $71.8 million paydown of the FTX Ventures Ltd. convertible note and associated costs, offset by $0.8 million received for stock option exercises.

Previous wording

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 upon examination, including compromise settlements. For tax positions not meeting the more-likely-than-not threshold, no tax benefit is recorded. We have estimated $2.2 million and $2.0 million of uncertain tax positions as of March 31, 2025 and December 31, 2024, respectively, related to state income taxes and federal and state R&D tax credits.

Current wording

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 upon examination, including compromise settlements. For tax positions not meeting the more-likely-than-not threshold, no tax benefit is recorded. We have estimated $2.3 million and $1.5 million of uncertain tax positions as of June 30, 2025 and 2024, respectively, related to state income taxes and federal and state R&D tax credits.

Previous wording

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We expect to remain an emerging growth company until December 31, 2025 and to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. We expect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and non-public companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used. See Note 2 of our accompanying condensed consolidated financial statements included in this report for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the three months ended March 31, 2025 and 2024.

Current wording

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We will no longer qualify as an emerging growth company after December 31, 2025, but expect to continue to take advantage of the benefits of the extended transition period until that date, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. We expect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and non-public companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used. See Note 2 of our accompanying condensed consolidated financial statements included in this report for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the three months ended June 30, 2025 and 2024.
Rearranged current paragraphs (11)

Current report — wording carried from elsewhere

Tips decreased $16.1 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 due to the elimination of the Member tipping option in February 2025.

Current report — wording carried from elsewhere

Transaction based revenue, net, was $10.2 million for the three months ended June 30, 2025, an increase of $1.7 million, or 20%, compared to $8.5 million for the three months ended June 30, 2024. The increase was primarily driven by interchange revenue, resulting from the growth in Members engaging with our Checking Product, as well as increased card spend and transaction volume, which rose approximately 27% period over period. Additionally, transaction based revenue, net increased due to fees earned from higher Members' funding and withdrawal-related transaction volume.

Current report — wording carried from elsewhere

The increase in provision expense of $1.7 million related to ExtraCash receivables aged over 120 days and those which have become uncollectible based on information available to us, period over period, was attributed to a 16% increase in average transacting Members, average ExtraCash amounts from $166 to $206 and total ExtraCash origination volume from $1.19 billion to approximately $1.79 billion for the three months ended June 30, 2024 and 2025, respectively. These increases were offset by improved collections performance, due primarily to underwriting modifications related to ExtraCash eligibility requirements, new Member conversion and risk detection. All impaired ExtraCash receivables deemed uncollectible are subsequently written-off and are a direct reduction to the allowance for credit losses.

Current report — wording carried from elsewhere

Processing and service fees, net of processing and servicing costs associated with ExtraCash originations, totaled $196.9 million for six months ended June 30, 2025, representing an increase of $102.7 million, or 109%, compared to $94.2 million for the six months ended June 30, 2024. The increase was primarily driven by an approximately 15% increase in average monthly transacting Members, an increase in total ExtraCash origination volume from approximately $2.24 billion to approximately $3.32 billion, a rise in the average ExtraCash amounts that increased from $163 to $199 period over period and increases to our fee structure that took place during February 2025. In addition, both the average processing and service fees, and percentage of Members who elected to expedite ExtraCash disbursements, increased modestly during the current period. We expect processing and service fees to continue to increase in line with growth in ExtraCash volume and Member engagement.

Current report — wording carried from elsewhere

For information on the aging of ExtraCash receivables and a roll-forward of the allowance for credit losses, refer to the tables in Note 5 ExtraCash Receivables, Net in the accompanying condensed consolidated financial statements of Dave included in this report.

Current report — wording carried from elsewhere

Processing and service costs—Processing and servicing costs totaled $14.2 million for the six months ended June 30, 2025 compared to $15.0 million for the six months ended June 30, 2024. The decrease of $0.8 million, or 5%, was primarily driven by continued technology enhancements made to our ExtraCash payments structure along with rebates and cost savings due to price reductions from our processors and card network partners, partially offset by increases in ExtraCash origination volume from $2.24 billion to approximately $3.32 billion.

Current report — wording carried from elsewhere

an increase in payroll related costs of $2.9 million, primarily due to increased compensation, employer related taxes and performance bonuses during the six months ended June 30, 2024; and

Current report — wording carried from elsewhere

an increase in stock-based compensation of $2.0 million, primarily due to the vesting of certain performance based restricted stock units during the six months ended June 30, 2025, compared to the six months ended June 30, 2024, offset by a reduction in stock-based compensation expense related to stock options granted in prior years that have fully vested.

Current report — wording carried from elsewhere

Changes in fair value of earnout liability—Changes in fair value of earnout liabilities resulted in an expense of $7.5 million for the six months ended June 30, 2025, compared to an expense of $0.1 million for the six months ended June 30, 2024. The increase of $7.4 million was primarily driven by a fair value adjustment related to the earnout shares liability, which is sensitive to fluctuations in our Class A common stock price. While our stock has generally appreciated over the last 12 months, the increase in our Class A common stock price during the first six months of 2025 led to a remeasurement of the liability at a higher fair value, resulting in the higher expense recognized during the period.

Current report — wording carried from elsewhere

Changes in fair value of warrant liability—Changes in the fair value of our warrant liability resulted in an expense of $20.8 million for the six months ended June 30, 2025, compared to an expense of $0.2 million for the six months ended June 30, 2024. The increase of $20.6 million was primarily driven by fair value adjustments related to our public and private warrant liabilities, which are remeasured each period based on changes in the DAVEW warrant price and our Class A common stock price. The warrant liability increased in value during the first six months of 2025 due to a significant increase in the DAVEW warrant price and our Class A common stock price during the first six months of 2025, which led to a remeasurement of the liability at a higher fair value, resulting in the higher expense recognized during the period.

Current report — wording carried from elsewhere

“Adjusted EBITDA” is defined as net income adjusted for interest expense, net, provision (benefit) for income taxes, depreciation and amortization, stock-based compensation, gain on extinguishment of convertible debt, changes in fair value of earnout liabilities, changes in fair value of public and private warrant liabilities and other discretionary items determined by management. Adjusted EBITDA is intended as a supplemental measure of our performance that is neither required by, nor presented in accordance with,
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

a decrease in charitable contributions of $0.5 million due to the elimination of the Member tipping option during February 2025.