Dave Inc./DE
For the period ended Apr 20, 2026. Filed Apr 20, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 20, 2026 · Filed Apr 20, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
April 20, 2026
To Our Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Dave Inc. (the “Annual Meeting”), which will be held virtually on June 2, 2026 at 9:00 a.m. Pacific Time. The Annual Meeting will be a completely virtual meeting, conducted only via live webcast on the Internet at www.virtualshareholdermeeting.com/DAVE2026. There will be no physical location for the Annual Meeting. You will be able to attend and participate in the Annual Meeting online, submit questions during the meeting and vote your shares electronically. You will need the 12-digit control number, which is located on the Notice of Internet Availability (“Notice”) that you received in the mail or proxy card (if you receive a printed copy of the materials) to attend the Annual Meeting. In addition, although the live webcast is available only to stockholders at the time of the meeting, following completion of the Annual Meeting, a webcast replay will be posted to the Investor Relations section of our website atinvestors.dave.com.
The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.
Please use this opportunity to take part in our affairs by voting on the business to come before the Annual Meeting. We have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about April 20, 2026, we began mailing to our stockholders the Notice. Prior to the Annual Meeting, you can access the proxy materials and vote at www.proxyvote.com. During the Annual Meeting, you can access the proxy materials and vote at www.virtualshareholdermeeting.com/DAVE2026. Instructions for accessing the proxy materials and voting are described below and in the Notice that you received in the mail. Only stockholders of record at the close of business on April 13, 2026 may vote at the Annual Meeting and any postponements or adjournments of the meeting.
Your vote is important. Whether or not you expect to attend and participate in the Annual Meeting, please carefully review the proxy statement and cast your vote, regardless of the number of shares you hold.
If you are a stockholder of record, you may vote over the Internet, by telephone, or, if you request to receive a printed set of the proxy materials, by completing, signing, dating and mailing the accompanying proxy card in the return envelope. Submitting your vote via the Internet or by telephone or proxy card will not affect your right to vote online during the virtual meeting if you decide to attend the Annual Meeting. If your shares are held in street name (i.e., held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet if your voting instruction form from your broker or nominee includes instructions and a toll-free telephone number or Internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.
Sincerely,
Jason Wilk
Chief Executive Officer, President and Chairperson of the Board
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 2, 2026: THE NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS, PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 ARE AVAILABLE FREE OF CHARGE PRIOR TO THE ANNUAL MEETING AT WWW.PROXYVOTE.COM AND DURING THE ANNUAL MEETING AT WWW.VIRTUALSHAREHOLDERMEETING.COM/DAVE2026.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 2, 2026
| Time and Date: | June 2, 2026 at 9:00 a.m. Pacific Time. |
|---|---|
| Place: | The Annual Meeting will be held via live webcast on the Internet at www.virtualshareholdermeeting.com/DAVE2026. |
| Items of Business: | 1.Elect the Class II director listed in the accompanying proxy statement to serve a three-year term expiring at the 2029 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier death, resignation, disqualification or removal.2.To provide advisory approval of Dave’s executive compensation.3.To provide an advisory vote on the frequency of future advisory votes on Dave’s executive compensation.4.Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Dave Inc. for the fiscal year ending December 31, 2026.5.Transact any other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
| Record Date: | Only stockholders of record at the close of business on April 13, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof. |
| Meeting Admission: | All stockholders as of the record date, or their duly appointed proxies, may attend the virtual meeting. In order to be able to attend the meeting, you will need the 12-digit control number, which is located on your Notice, on your proxy card, or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.virtualshareholdermeeting.com/DAVE2026. |
| Proxy Voting: | Holders of our Class A common stock are entitled to one vote for each share held as of the above record date. Holders of our Class V common stock are entitled to ten votes for each share held as of the above record date. Holders of our Class A common stock and Class V common stock will vote together as a single class on all matters described in this proxy statement. Our Class A common stock and Class V common stock are sometimes collectively referred to in this proxy statement as our “common stock.”If you are a stockholder of record, please vote via the Internet or, for shares held in street name, please vote in accordance with the voting instruction form you receive from your broker or nominee as soon as possible so your shares can be voted at the meeting. You may submit your voting instruction form by mail. If you are a stockholder of record, you may also vote by telephone or by submitting a proxy card by mail. If your shares are held in street name, you will receive instructions from your broker or other nominee explaining how to vote your shares, and you may also have the choice of instructing the record holder as to the voting of your shares over the Internet or by telephone. Follow the instructions on the voting instruction form you received from your broker or nominee.For questions regarding your stock ownership, you may contact us through our Investor Relations section of our website at investors.dave.com or, if you are a registered holder, contact our transfer agent, Continental Stock Transfer & Trust Company, through its website at www.continentalstock.com or by phone at (212) 509-4000. |
By Order of the Board of Directors,
Jason Wilk
Chief Executive Officer, President and Chairperson of the Board
TABLE OF CONTENTS
| INFORMATION ABOUT SOLICITATION AND VOTING | 1 |
|---|---|
| INTERNET AVAILABILITY OF PROXY MATERIALS | 1 |
| QUESTIONS AND ANSWERS ABOUT THE MEETING | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 8 |
| Corporate Governance Guidelines | 8 |
| Board Leadership Structure | 8 |
| Lead Independent Director | 8 |
| Our Board’s Role in Risk Oversight | 9 |
| Independence of Directors; Controlled Company Exemption | 9 |
| Committees of Our Board | 9 |
| Audit Committee | 9 |
| Compensation Committee | 10 |
| Nominating and Corporate Governance Committee | 10 |
| Compensation Committee Interlocks and Insider Participation | 11 |
| Board and Committee Meetings and Attendance | 11 |
| Communication with Directors | 11 |
| Code of Business Conduct and Ethics | 11 |
| Insider Trading Policy | 11 |
| NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS | 12 |
| Nomination to the Board | 12 |
| Director Qualifications | 12 |
| DIRECTOR COMPENSATION | 13 |
| Director Compensation Table | 13 |
| Non-Employee Director Compensation Arrangements | 13 |
| COMPENSATION DISCUSSION AND ANALYSIS | 15 |
| Introduction | 15 |
| Executive Summary | 15 |
| Compensation Design | 16 |
| Executive Compensation Decision-Making Process | 17 |
| 2025 Named Executive Officer Compensation | 18 |
| Other Compensation Practices, Policies & Guidelines | 21 |
| REPORT OF THE COMPENSATION COMMITTEE | 23 |
| EXECUTIVE COMPENSATION | 24 |
| 2025 Summary Compensation Table | 24 |
| Grants of Plan-Based Awards | 25 |
| Outstanding Equity Awards at Fiscal Year-End | 26 |
| Option Exercises and Stock Vested | 27 |
| Executive Compensation Arrangements | 27 |
| Jason Wilk Employment Agreement | 27 |
| Kyle Beilman Employment Agreement | 28 |
| Potential Payments Upon Termination or Change in Control | 29 |
| Pay Versus Performance | 32 |
| Adjustments to Calculate Compensation Actually Paid | 33 |
| Relationship Between Pay and Performance | 34 |
| PROPOSAL ONE: ELECTION OF DIRECTORS | 36 |
| Nominee to Our Board | 36 |
| Continuing Directors | 37 |
|---|---|
| Family Relationships | 38 |
| PROPOSAL TWO: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 39 |
| PROPOSAL THREE: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON DAVE’S EXECUTIVE COMPENSATION | 40 |
| PROPOSAL FOUR: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 41 |
| Independent Registered Public Accounting Firm Fees and Services | 41 |
| Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 41 |
| REPORT OF THE AUDIT COMMITTEE | 42 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 43 |
| EQUITY COMPENSATION PLAN INFORMATION | 45 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 46 |
| Investor Rights Agreement and Lock-Up Arrangements | 46 |
| Financing Agreement | 46 |
| Lease Agreements | 47 |
| Legal Services | 48 |
| Indemnification Agreements | 48 |
| Related Party Transactions Policy | 48 |
| DELINQUENT SECTION 16(a) REPORTS | 48 |
| ADDITIONAL INFORMATION | 48 |
| OTHER MATTERS | 49 |
PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 2, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.