Dave Inc./DE (DAVE) Business

ITEM 1. BUSINESS

Unless otherwise noted or the context otherwise requires, the disclosures in this Item 1 refer to Dave Inc. and its consolidated subsidiaries following the consummation of the Business Combination.

Company Overview

Dave Inc. ("Dave," the "Company," "we," "us," or "our") is one of the nation's leading neobanks, providing a mobile-first financial services platform designed to help everyday Americans manage their money more effectively. We serve millions of Members who are often underserved by traditional financial institutions, offering them access to short-term liquidity, fee-free banking, and financial management tools at a fraction of the cost of incumbents.

Founded in 2017 and inspired by the story of David vs. Goliath, we set out to challenge legacy banking by leveraging technology to expand financial access and improve consumer financial health. Our mission is to level the financial playing field by providing intuitive, transparent, and accessible solutions that empower our Members to navigate life's financial challenges with confidence.

Since inception, over 19 million Members have signed up for the Dave app, with over 14 million having used at least one of our products. Our flagship product, 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, without interest, late fees, or credit checks. We use our proprietary AI-powered underwriting engine, CashAI, to evaluate each Member's cash flow in real-time, enabling us to extend credit responsibly while maintaining strong unit economics. To date, we have provided Members with over $22 billion in ExtraCash, offering critical liquidity when they need it most. We complement ExtraCash with Dave Checking, a fee-free demand deposit account with FDIC pass-through insurance, and a suite of personal financial management tools.

As part of our commitment to giving back, we have donated over $25 million since inception to charity and other important causes.

Market Opportunity

The U.S. financial system has historically failed to address the needs of the millions of Americans living paycheck to paycheck. According to the Financial Health Network (“FHN”) in 2025, approximately 185 million Americans are classified as financially “coping” or “vulnerable” representing 69% of the U.S. population, up from 66% in 2021. A December 2025 Report by PYMNTS also found that 67% of U.S. consumers were living paycheck to paycheck, up from 57% in 2021. 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 $43 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 $225 billion in annual fees and interest for short-term credit. We believe these insights are supported by external data 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 185 million Americans that do not have access to affordable and effective banking solutions.

We believe these high costs are the result of the cost structure of incumbents. With expensive brick-and-mortar branch networks, antiquated technology, large employee bases, and inefficient customer acquisition strategies, legacy institutions have significant costs to serve their customers, which drives the high price that customers have to pay for access to their services. By leveraging world-class technology and the power of data and AI, we have dramatically reduced the costs to serve customers in this market. Through this structural advantage, we are able to provide increased access to banking and credit products at lower costs, resulting in a much stronger value proposition to our Members.

Our Platform and Products

4

We deliver a seamless Member experience through our mobile application, offering products designed to address the most critical financial needs of our Members: instant and affordable access to credit, fee-free banking, and financial management tools.

ExtraCash

ExtraCash is our flagship overdraft product, offered through our bank partners, that provides Members with up to $500 of credit in the form of a discretionary overdraft to bridge liquidity gaps between paychecks. Using our proprietary AI-powered underwriting system, CashAI, we analyze a Member's checking account transaction data to determine eligibility and set the bank's credit approval amount. This fully automated process requires no credit check and does not rely on FICO or credit bureau data. Once an ExtraCash transaction is initiated, settlement is scheduled based on the Member's forecasted next paycheck or deposit date.

In February 2025, we completed the transition to a simplified, transparent fee structure. The previous optional fee model was replaced with a mandatory 5% overdraft service fee, including a $5 minimum. There are no additional fees to instantly transfer ExtraCash funds to Dave Checking accounts. This simplified structure supports our mission to make finances easier for our Members and level the financial playing field while enhancing our unit economics and monetization.

Our business is subject to moderate seasonal trends, with ExtraCash demand and Dave Checking transaction volumes generally correlating to consumer spending and cash flow cycles. The timing and magnitude of seasonal effects vary across our products and revenue streams, and may be influenced by the number of business days in a given period, the day of the week on which a quarter ends, and broader macroeconomic conditions.

Dave Checking

Dave Checking is a digital demand deposit account offered through our bank partners with premium features, no account minimums or corresponding fees, and Federal Deposit Insurance Corporation ("FDIC") pass-through insurance. Members can open a Dave Checking account in minutes through our mobile application, add funds, and begin spending using a virtual or physical Dave branded debit Mastercard ("Dave Debit Card"). The Dave Debit Card can be used for everyday purchases as well as no-fee withdrawals at approximately 40,000 MoneyPass ATM network locations.

Revenues are primarily driven by merchant interchange, Mastercard incentives, interest on deposits paid by our partner banks, and other ancillary fees.

Personal Financial Management

We offer a suite of personal financial management tools to help Members improve their financial health:

•
Budget: Utilizes historical bank account data to identify recurring charges, enabling Members to anticipate upcoming transactions and receive timely notifications when there is a risk of an overdraft.

•
Goals: A savings tool that allows Members to set aside money for short- or long-term goals, track progress, and automate savings.

•
Side Hustle: A streamlined job application portal for Members to find supplemental or temporary "gig economy," part-time, seasonal, remote, and other flexible employment opportunities.

In mid-2025, we implemented a revised subscription fee structure, increasing the monthly membership fee from $1 to $3 for new Members. This change has enhanced subscription revenue and customer lifetime value without materially impacting conversion or retention rates.

Our Growth Strategy

Our growth strategy is built on three strategic pillars: Acquire, Engage, and Deepen.

Acquire New Members Efficiently. We continue to efficiently acquire Members at scale, reflecting the power of our value proposition and its synergies with our banking product suite. Our customer acquisition cost (CAC) has remained stable at approximately $19 while payback periods have improved to under four months—the fastest in Company history—reflecting our focus on directing acquisition spend toward the highest return opportunities. The

5

larger our transacting Member base becomes, the better our systems are able to identify responsible customers, creating a powerful flywheel.

Engage Members Through ExtraCash. We are focused on establishing ExtraCash as the best short-term credit product in the market. We continue investing in the ExtraCash product and CashAI to help ensure we have competitive limits while driving strong unit economics. Our approval rate is at all-time highs, driving efficiencies in total monthly transacting member ("MTM") conversion. We believe we can continue to make improvements to the ExtraCash value proposition that unlock MTM growth through stronger conversion and retention.

Deepen Relationships Through the Dave Debit Card. Cross-selling Members into the Dave Debit Card represents an attractive opportunity to drive both increased ARPU and average customer lifetimes. Dave Debit Card actives generate approximately 1.7x higher average monthly ARPU than non-Dave Debit Card actives, with stronger retention profiles. Dave Debit Card actives have approximately 11 times the average monthly transaction volume of non-Dave Debit Card actives.

Launch New Products. We believe the capabilities we have established in cashflow underwriting, engineering, risk and fraud management, payments, and bank sponsor relationships provide a strong foundation to launch additional products. We are developing and expect to launch new products in 2026.

Technology and Competitive Advantages

Dave is a technology company at its core. We have built a data-driven platform that combines advanced AI and machine learning, real-time analytics, and seamless integration with external financial networks to deliver rapid, accurate, and Member-centric financial products. Our proprietary systems provide a frictionless experience to consumers often overlooked by incumbents, while enabling structural cost advantages that we pass on to Members through lower fees and better value.

CashAI: Our Proprietary Underwriting Engine

CashAI is our proprietary underwriting system and a key differentiator for Dave. CashAI assesses credit risk in real-time through fully automated analysis of cash flow data from Members' primary bank accounts, analyzing hundreds of data points—including income patterns, spending behavior, and transaction history—to make instant credit decisions without requiring a FICO score. This approach allows us to responsibly serve Members often deemed high-risk by legacy institutions while maintaining strong unit economics.

Since inception, CashAI has leveraged insights from over 180 million ExtraCash originations and billions of bank transactions, a proprietary cash flow dataset that we believe provides a structural advantage in real-time credit decisioning. The short average term of ExtraCash (approximately 11 days) creates rapid feedback loops, enabling iterative model refinement. In September 2025, we implemented CashAI v5.5, which nearly doubles the feature set of prior versions and is optimized for our current fee structure. Early results demonstrate improved risk ranking, higher average approval amounts, and lower delinquency rates.

Broad Application of AI and Machine Learning

AI and machine learning are embedded across our platform:

•
Fraud Detection and Prevention: Our AI-powered fraud mitigation system analyzes behavioral patterns and transaction anomalies in real-time, creating user-level controls that detect and prevent fraudulent activity before losses occur.

•
Automated Member Support: DaveGPT, our AI-powered chatbot, enables efficient self-service resolution for a broad range of Member inquiries, improving response times while reducing operational costs.

•
Income and Expense Prediction: Our technology predicts upcoming cash flows to power both CashAI underwriting decisions and customer-facing budgeting features within the Dave app.

Scalable, Cost-Efficient Infrastructure

6

Unlike traditional banks with costly branch networks and legacy systems, Dave operates a fully digital, cloud-native platform. This architecture provides significant advantages:

•
Cost efficiency: AI-powered automation and digital-only operations significantly reduce our cost to serve, enabling competitive pricing for Members.

•
Scalability: Our infrastructure supports Member growth without proportional cost increases.

•
Multi-bank flexibility: Proprietary integrations allow us to work with multiple sponsor banks, reducing concentration risk and enabling operational resilience.

•
Rapid innovation: Our proprietary Machine Learning Platform enables our team to develop, train, and deploy new AI models with minimal engineering support, accelerating product iteration in response to market dynamics.

Bank Partners

We partner with FDIC-insured banks to offer ExtraCash and Dave checking products ("Checking Products") to our Members. Our partner banks originate ExtraCash as discretionary overdrafts on demand deposit accounts and issue Dave Debit Cards. Under these arrangements, customer funds are held by our partner banks in deposit or sub-deposit accounts and are eligible for FDIC insurance up to the standard maximum deposit insurance amount in accordance with FDIC rules and regulations. Customer funds are not held by Dave or any third-party processor.

Evolve Bank & Trust. We are party to a Bank Services Agreement ("BSA") with Evolve Bank & Trust ("Evolve"), under which Evolve issues and maintains deposit accounts, and sponsors access to debit networks and ACH for payment transactions, funding transactions, and associated settlement of funds. The BSA automatically renews annually unless either party provides written notice of non-renewal in accordance with the specified notice period. Under the BSA, Dave is responsible for customer service, maintaining the technology platform and other aspects of the program that do not constitute banking or money transmission, and maintaining ledger accounting of funds held in each deposit account and such other records required by Evolve or by law necessary to ensure FDIC pass-through insurance coverage. The BSA does not prohibit Evolve from working with competitors or prevent Dave from partnering with other banks.

Coastal Community Bank. We are party to a Program Agreement (“Program Agreement”) with Coastal Community Bank ("Coastal") under which Coastal issues and maintains deposit accounts, and sponsors access to debit networks and ACH for payment transactions, funding transactions, and associated settlement of funds. The Program Agreement has an initial term expiring in 2030 and automatically renews for additional 12-month or 24-month terms unless either party provides written notice of non-renewal in accordance with the specified notice period. Under the Program Agreement, Dave is responsible for customer service, maintaining the technology platform and other aspects of the program that do not constitute banking or money transmission, and maintaining ledger accounting of funds held in each deposit account and such other records required by Coastal or by law necessary to ensure FDIC pass-through insurance coverage. Members began onboarding to Coastal on a limited basis in the second quarter of 2025, and as of the fourth quarter of 2025, all new Members are being onboarded to Coastal. Coastal will be Dave’s sole and exclusive provider of the program features contemplated by the Program Agreement for new customers added by Dave for the remainder of the term thereof. Dave has the option to retain a functional backup bank partner. This partnership with Coastal supports our growth objectives and is expected to reduce our funding obligations and free up capital as we transition ExtraCash receivables to an off-balance sheet structure. Presently, we operate concurrent programs with both Coastal and Evolve. We expect our transition of existing members to Coastal to be substantially finalized by the end of 2026. See “Risk Factors—We rely on two bank partners, but intend to eventually rely on one bank partner. If our present or any future key banking relationships are terminated and we are not able to secure or successfully migrate client portfolios to a new bank partner or partners, or a bank partner becomes subject to regulatory restrictions or other operational disruptions, our business would be adversely affected.”

Processing Partners

7

We have a multi-year service agreement with Galileo Financial Technologies, LLC ("Galileo"), a payment processing platform. Under this agreement, Galileo processes all transactions for ExtraCash, Dave Checking accounts, and Dave Debit Cards, and handles corresponding payments, adjustments, and settlement. Galileo also maintains cardholder information and implements certain fraud control processes and procedures.

In January 2023, we executed an amended agreement with Galileo that significantly reduced processing fees. The amended agreement expires on the fifth anniversary of its effective date and thereafter renews for successive one-year periods unless either party provides four months' written notice of non-renewal. Customer funds subject to FDIC insurance are not held by Galileo; funds are either held by our partner banks or in transit through standard payment systems.

Competitive Landscape

Consumer financial services is a large, fragmented, and competitive market. We compete in varying degrees with a range of providers across banking, lending, and other consumer financial products. Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, and marketing resources, larger customer bases, and greater brand recognition. Our competitors generally fall into three categories:

Banking Competitors: Traditional banks and credit unions such as Bank of America, JPMorgan Chase, and Wells Fargo; new entrants that have obtained banking licenses such as Varo Bank; and other non-bank digital providers offering banking services through partner banks, such as Chime.

Short-Term Credit and Earned Wage Access Competitors: Specialty finance companies and non-bank providers offering consumer credit or earned wage access products, including Earnin, MoneyLion, and Brigit, as well as traditional banks and credit unions that offer overdraft programs.

Broader Fintech Innovators: Consumer-oriented commerce enablement platforms such as Affirm and Klarna; peer-to-peer payment and finance-oriented platforms such as Cash App and Venmo; and consumer lending platforms such as Upstart and LendingClub.

We believe we compete effectively based on several factors:

•
Superior value proposition: ExtraCash provides up to $500 in short-term credit with no interest, no late fees, and no credit check—at significantly lower cost than traditional overdraft fees or payday alternatives.

•
Proprietary technology: CashAI, trained on over 180 million originations, enables faster and more accurate credit decisions than competitors relying on traditional underwriting methods.

•
Customer experience: Our 4.8-star App Store rating with 750,000+ reviews reflects strong Member satisfaction and product-market fit.

•
Integrated ecosystem: Our comprehensive product suite—credit, checking, savings, and financial tools—drives deeper engagement and gives Members a single platform to meet their evolving financial needs.

•
Structural cost advantages: Our digital-only, AI-driven operations enable competitive pricing without the overhead of physical branches.

We believe other market participants do not adequately meet the needs of the approximately 185 million Americans living paycheck to paycheck who make up our target market. Our ease of access, speed-to-value, data-driven approach, and efficient unit economics position us to continue scaling while generating attractive returns. However, competition is intense, and our long-term success depends on our ability to continue differentiating our products and platform. See "Risk Factors" in Item 1A for additional information regarding competitive risks.

Human Capital Resources

8

As of December 31, 2025, we had approximately 280 full-time employees. None of our employees are represented by a labor union or covered by a collective bargaining agreement.

Our Culture and Mission

Every day, our team comes together to level the financial playing field—empowering millions of Members to take control of their financial lives. This shared mission fuels our passion and purpose. However, attracting and retaining top talent requires more than a compelling mission, which is why we have made meaningful investments in becoming an exceptional place to work. Dave has earned multiple Best Place to Work recognitions from Built In over the past several years, reflecting our ongoing investment in becoming an exceptional workplace.

Virtual-First Model

Our strategic commitment to being a virtual-first company continues to drive results. With team members across more than 30 states, we have expanded our talent pool by removing geographic constraints. We believe this approach has broadened access to top talent, reduced voluntary turnover to below median rates for our peer group, and boosted productivity while keeping team size efficient. To maintain connection and collaboration, we host bi-weekly company-wide all-hands meetings, encourage team offsites, convene for annual company-wide gatherings, and provide co-working stipends that give employees flexibility in choosing where they work best.

Leadership and Performance Management

We have deeply integrated the OKR (Objectives and Key Results) framework into our culture, inspired by the practices of high-performing technology companies. Our Weekly and Quarterly Business Reviews serve as pivotal moments for senior leaders to analyze key performance indicators, align on priorities, and address strategic opportunities. These efforts have fostered greater accountability, stronger cross-functional collaboration, and a clearer understanding of how every team member contributes to our collective goals.

We have also invested meaningfully in people leadership. We have defined what leadership excellence looks like at Dave—creating purpose, nurturing growth, guiding teams through change, communicating with clarity, and prioritizing company-wide success. By weaving this philosophy into every stage of the employee journey, we are building a community of leaders who inspire their teams to advance our mission.

Employee Engagement

We conduct regular engagement surveys, providing team members a confidential platform to share feedback. These insights shape Company initiatives that address challenges and drive continuous improvement. With consistent 85%+ participation rates, our team trusts that their voices are heard and acted upon.

Compensation and Benefits

Recognizing that financial wellness is core to our mission, we have made meaningful investments in compensation and benefits. Alongside market-competitive pay, we offer a 401(k) match and access to a dedicated financial advisor, helping ensure that every employee has the tools to plan for their future with confidence. We also provide comprehensive health benefits and other programs designed to support our team's well-being.

Regulatory Environment

We operate in a complex regulatory environment consisting of U.S. federal and state laws that is rapidly evolving. These laws cover most aspects of our business and include laws, regulations, rules and guidance relating to, among other things, consumer finance and protection, privacy and data protection, anti-money laundering and know your customer requirements, banking, and payments. For example, with respect to our ExtraCash product offered through our bank partners, certain state laws may, if applicable, regulate the charges or fees that can be assessed and how settlements are obtained from our Members. In addition, other federal and state laws, public policy, and general principles of equity, such as laws prohibiting unfair and deceptive acts or practices, may apply to our activities in banking, ExtraCash, payments, and other areas. These laws and regulations impact our business both directly and indirectly. Additionally, as a result of our bank partnerships, which provide ExtraCash via an overdraft account, deposit accounts and debit cards to our Members, we are also subject to regulation by bank regulators with supervisory authority over our bank partners. Ensuring ongoing compliance with these laws and regulations imposes significant burdens on our business operations. See “Risk Factors—Our business is subject to extensive regulation

9

and oversight in a variety of areas under federal, state and local laws, and is subject to regulatory investigations and consumer litigation.”

In addition, we may become subject to additional legal or regulatory requirements we are not subject to today if laws or regulations change in the jurisdictions in which we operate, or if we were to release new products or services. In addition, the regulatory framework for our products and services is evolving and uncertain, including the framework that applies to the ExtraCash product, as federal and state governments and regulators consider the application of existing laws and potential adoption of new laws. The potential for new laws and regulations, as well as ongoing uncertainty regarding the application of existing laws and regulations to our current products and services, may negatively affect our business. These laws and regulations could require us to modify the way in which we generate revenue from certain business lines, obtain new licenses, or comply with additional laws and regulations in order to conduct our business.

State and local licensing requirements and regulation

We believe that none of our current business lines require us to obtain any state or local licenses. However, the application of state or local licensing requirements (including those applicable to bank partnerships involving consumer lending) to our business model is not always clear and regulators may request or require that we obtain licenses or otherwise comply with additional requirements in the future, which may result in changes to our business practices. In addition, if we are found to have engaged in activities subject to licensure for which we lack the requisite license, or in activities that are otherwise deemed to be in violation of lending laws, the relevant authority may impose fines, impose restrictions on our operations in the relevant state or locality, or seek other remedies for activities conducted in the state.

U.S. federal consumer protection requirements

Here we summarize several of the material federal consumer protection and other laws applicable to our business. Many states and localities have laws and regulations that are similar to the federal laws described, but the degree and nature of such laws and regulations vary from jurisdiction to jurisdiction. We must comply with various federal consumer protection regimes, both pursuant to the financial products and services we provide directly and as a service provider to Evolve.

We are subject to regulation by the Consumer Financial Protection Bureau (“CFPB”), which oversees compliance with and enforces federal consumer financial protection laws. The CFPB directly and significantly influences the regulation of consumer financial products and services, including the products and services we provide. The CFPB has substantial power to regulate such products and services and the banks and non-bank entities that provide them, as well as their respective third-party service providers. This power includes rule making and enforcement authority in enumerated areas of federal law such as truth in lending, credit discrimination, electronic fund transfers and truth in savings. Under Title X of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the CFPB also has the authority to pursue enforcement actions against companies that offer or provide consumer financial products or services that engage in unfair, deceptive or abusive acts or practices, commonly referred to as “UDAAPs.” The CFPB may also seek a range of other remedies, including restitution, refunds of money, disgorgement of profits or compensation for unjust enrichment, civil money penalties, rescission of contracts, public notification of the violation, and restrictions on the target’s conduct, activities and functions. Moreover, where a company has violated Title X of the Dodd-Frank Act or CFPB regulations under Title X, the Dodd-Frank Act empowers state attorneys general and state regulators to bring civil actions to enforce such laws and regulations.

Our business activities, either directly or indirectly through our partnership with Evolve, are also subject to or may be subject to applicable requirements under other federal statutes and regulations, including but not limited to:

•
Federal Trade Commission Act. The Federal Trade Commission Act prohibits unfair and deceptive acts and practices (“UDAPs”) in business or commerce and grants the Federal Trade Commission (“FTC”) and bank regulators enforcement authority to prevent and redress violations of this prohibition. Whether a particular act or practice violates these laws or the prohibition against UDAPs frequently involves a highly subjective and/or fact-specific judgment.

10

•
Federal Marketing Laws. The Restore Online Shoppers’ Confidence Act (“ROSCA”), as well as the FTC’s Rule Concerning Recurring Subscriptions and Other Negative Option Programs, regulate subscriptions and other recurring on-line transactions.

The Telephone Consumer Protection Act (“TCPA”) contains restrictions on the use of texts and telephone calls, including restrictions on unsolicited marketing texts and telephone calls as well as texts and calls made using certain technologies without consumer consent. In addition, the FTC Telemarketing Sales Rule implements the FTC’s Do-Not-Call Registry and imposes numerous other requirements and limitations in connection with telemarketing.

The Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act makes it unlawful to send certain electronic mail messages that contain false or deceptive information and provide other protections for email users. CAN-SPAM also requires the need to provide a functioning mechanism that allows the recipient to opt-out of receiving future commercial e-mail messages from the sender of such messages.

•
Truth in Lending Act. The Truth-in-Lending Act (“TILA”), and Regulation Z, which implements TILA, require creditors to provide consumers with certain information concerning their loan and credit transactions. In December 2024, the CFPB finalized revisions to these rules eliminating an exemption to TILA and Regulation Z that had previously been available for bank overdrafts, which may affect our partner banks as the originator of our ExtraCash overdrafts and may result in operational and compliance challenges and new litigation risks and scrutiny by federal and state regulators. Additionally, in July 2024, the CFPB proposed an interpretive rule on paycheck advance and earned wage access, a model which Dave was originally founded on but transitioned away from beginning in 2022.

•
Equal Credit Opportunity Act. The Equal Credit Opportunity Act (“ECOA”) prohibits creditors from discriminating against credit applicants on the basis of race, color, sex, age, religion, national origin, marital status, or the fact that all or part of the applicant’s income derives from any public assistance program or the fact that the applicant has in good faith exercised any right under the federal Consumer Credit Protection Act or any applicable state law. ECOA also prohibits creditors from requesting certain information from applicants. Regulation B, which implements ECOA, contains similar provisions and also prohibits creditors from making statements that would discourage on a prohibited basis a reasonable person from making or pursuing an application.

•
Truth in Savings Act. The federal Truth in Savings Act (“TISA”) and Regulation DD which implements it require that consumers be provided various disclosures concerning terms and conditions of deposit accounts. They also impose disclosure requirements and restrictions on advertising regarding deposit accounts. TISA and Regulation DD apply to the demand deposit accounts opened by our Members with our partner banks.

•
Electronic Fund Transfer Act. The federal Electronic Fund Transfer Act (“EFTA”) and Regulation E which implements it provide requirements and restrictions on the provision of electronic fund transfer services to consumers, and on making an electronic transfer of funds from consumers’ bank accounts. EFTA also limits consumers’ liability for unauthorized electronic fund transfers and requires banks and other financial services companies to comply with certain transaction error resolution procedures. Electronic fund transfers within the scope of EFTA include ACH transfers and debit card transfers.

•
Payday, Vehicle Title, and Certain High-Cost Installment Loans Final Rule. In 2017, the CFPB issued a final rule intended to provide various consumer protections with respect to certain short-term credit products. The rule was later stayed by a federal district court order in an industry challenge to the rule, and the effective date of many provisions of the rule was separately delayed by the CFPB in June 2019. A section pertaining to underwriting was subsequently rescinded in July 2020. Certain nonrecourse advance products and overdraft services and lines of credit are currently excluded from coverage under the rule.

•
Fair Credit Reporting Act. The Fair Credit Reporting Act (“FCRA”) and its implementing regulations, including Regulation V, is intended to promote the accuracy, fairness and privacy of

11

information in the files of consumer reporting agencies. The FCRA requires users of consumer report to have a permissible purpose to obtain such reports and to provide adverse action disclosures based on information in consumer reports, and contains requirements for furnishers of consumer information to a consumer reporting agency regarding accuracy, completeness, and integrity of furnished information and for responding to disputes regarding furnished information.

•
Fair Debt Collection Practices Act. The Fair Debt Collection Practices Act (“FDCPA”) and its implementing regulation, Regulation F, provide guidelines and limitations on the conduct of third-party debt collectors in connection with the collection of consumer debts. The FDCPA limits certain communications with third parties, imposes notice and debt validation requirements, and prohibits threatening, harassing or abusive conduct in the course of debt collection. While we are not a “debt collector” under the FDCPA, which the statute defines as a person who regularly collects or attempts to collect, directly or indirectly, debts owed or due, or asserted to be owed or due, to another, we may explore the use of professional external debt collection agents to collect delinquent ExtraCash advances.

•
Military Lending Act. The Military Lending Act (“MLA”) provides specific protections for active duty service members and their dependents (or covered borrowers) in consumer credit transactions. The MLA applies to persons engaged in the business of extending consumer credit subject to certain disclosure requirements under the TILA and Regulation Z. The MLA prohibits creditors from imposing a Military Annual Percentage Rate (“MAPR”) greater than 36% in any consumer credit transaction involving a covered borrower. It also requires certain oral and written disclosures to be provided to covered borrowers. Additionally, the MLA prohibits creditors from requiring covered borrowers to waive rights to legal recourse, submit to arbitration, or pay a prepayment penalty or fee.

•
Gramm-Leach-Bliley Act. The Gramm-Leach-Bliley Act (“GLBA”) imposes limitations on financial institutions’ disclosure of nonpublic personal information about a consumer to nonaffiliated third parties. In certain circumstances, GLBA requires financial institutions to limit the use and further disclosure of nonpublic personal information by nonaffiliated third parties to whom they disclose such information, and requires financial institutions to disclose certain privacy policies and practices with respect to information sharing with affiliated and nonaffiliated entities, as well as to safeguard personal Member information. The FTC regulates the safeguarding requirements under the GLBA through its Safeguard Rules, as amended, with which we are required to comply.

•
Servicing laws and regulations. While we are not a “debt collector” subject to the federal Fair Debt Collection Practices Act, state and other laws and regulations regulating servicing and collections may apply to aspects of our business. In addition, servicing practices are subject to the UDAAP prohibition.

Given our novel business model and products, and the subjective nature of certain laws and regulations such as the prohibition against UDAPs, we have been and may in the future become subject to regulatory scrutiny or legal challenge with respect to our compliance with these and other regulatory requirements. Additional or different requirements may also apply to our business in the future as the regulatory framework in which we operate is evolving and uncertain. While we have developed policies and procedures designed to assist in compliance with these laws and regulations, we may not have been, and may not always be, in compliance with these and other laws. No assurance is given that our compliance policies and procedures have been or will be effective or adequate as laws change or are applied to us in a new manner.

Regulation of our bank partnership model

Pursuant to our partnerships with Evolve and Coastal, we offer our Members Federal Deposit Insurance Corporation (“FDIC”)-insured, non-interest-bearing deposit accounts (including the ExtraCash account), interest bearing deposit accounts and debit cards that Members can use to access their account balances. These deposit accounts and debit cards are provided by our bank partners. Under the terms of our agreements with our bank partners, as well as the agreements between our Members and our bank partners, each Member that chooses to open a deposit account has a deposit account at a bank partner and a debit card issued by a bank partner. With respect to these deposit accounts

12

and debit cards, we act as the program manager and service provider to our bank partner to provide customer support and technology features to Members using their Evolve or Coastal accounts through our platform.

Many laws and regulations that apply directly to our bank partners indirectly impact us (and our products) as service provider to our bank partners. As such, our partnerships with Evolve and Coastal are subject to the supervision and enforcement authority of the Federal Reserve, our bank partners' primary regulator, the FDIC, Evolve's state banking regulator, the Arkansas State Bank Department and Coastal's state banking regulator, the Washington Department of Financial Institutions. In addition, laws and regulations that through expectations placed on Evolve and Coastal by their respective regulators may indirectly affect us through requirements placed on us by our bank partners to satisfy regulatory requirements. For example, the Federal Reserve, the FDIC and the Office of the Comptroller of the Currency have issued final guidance on managing risks associated with third-party relationships. The guidance states that sound third-party risk management takes into account the level of risk, complexity, and size of the bank and the nature of the third-party relationship. In July 2024, these agencies also released a joint statement on banks’ arrangements with third parties to deliver bank deposit products and services. The joint statement cautions that operational and compliance risks arise when banks hand over substantial control of key functions to a third party. Banks can manage risk through policies and procedures governing organizational structures, lines of reporting, expertise and staffing, internal controls and audit functions. Banks can also conduct risk assessments to assess controls for mitigating risk relating to specific third-party arrangements, engage in due diligence of third-party relationships, set appropriate contractual relationships, and establish monitoring routines to identify risks.

Other regulatory requirements

In addition to the requirements described above, we are subject to and work to comply with other state and federal laws and regulations applicable to consumer financial products and services. These laws and regulations may be enforced by various state banking and consumer protection agencies, state attorneys general, the CFPB, the FTC and private litigants, among others.

Card Association and Payment Network Rules. The bylaws and agreements between clearing house participants and bankcard companies impose specific responsibilities and liabilities for issuers of debit cards. We, as well as each partner bank that issues our debit card, are required to comply with the appropriate National Automated Clearing House Association (“NACHA”), bylaws, operating rules, and agreements, as well as card network rules and guidelines. NACHA operating rules further impose maximum tolerances on the volume of ACH transfers that may be returned as unauthorized or for other reasons. Exceeding those tolerances may result in limitations being imposed on our ability to initiate ACH transactions. Many transfers of funds in connection with the provision and settlement of our ExtraCash overdrafts are performed by electronic fund transfers, including ACH transfers. We also facilitate the electronic transfer of funds requested by our Members between their deposit accounts with our partner banks and their accounts at other financial institutions. Additional new products and services that we offer may also impose additional obligations on us to comply with NACHA and card network obligations related to preventing fraud, money laundering, and IT security breaches.

Bank Secrecy Act and Anti-Money Laundering. Given our involvement in payments, banking transactions, and our arrangements with our partner banks, we are subject to compliance obligations related to U.S. anti-money laundering (“AML”) laws and regulations. We have developed and currently operate an AML program designed to prevent our products from being used to facilitate money laundering, terrorist financing, and other financial crimes. Our program is also designed to prevent our products from being used to facilitate business in certain countries or territories, or with certain individuals or entities, including those on designated lists promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Controls and other U.S. and non-U.S. sanctions authorities. Our AML and sanctions compliance programs include policies, procedures, reporting protocols, and internal controls. Our programs are designed to address these legal and regulatory requirements and to assist in managing risks associated with money laundering and terrorist financing.

Privacy and Information Security Laws. We collect, store, use, disclose, and otherwise process a wide variety of information and data, including personally identifiable information (“PII”) that we acquire in connection with our Members’ use of our products and services, for various purposes in our business, including to help ensure the integrity of our services and to provide features and functionality to our Members. This aspect of our business is subject to numerous privacy, cybersecurity, and other laws and regulations in the United States, including the federal

13

GLBA and various state laws such as the California Consumer Privacy Act (“CCPA”). Accordingly, we publish our privacy policies and terms of service, which describe our practices concerning the collection, storage, use, disclosure, transmission, processing, and protection of information.

The legal and regulatory framework for privacy and security issues is rapidly evolving, and, although we endeavor to comply with these laws and regulations and our own policies and documentation, we may fail to do so or be alleged to have failed to do so. Any actual or perceived failure to comply with legal and regulatory requirements applicable to us, including those relating to privacy or security, or any failure to protect the information that we collect from our Members from cyberattacks, or any similar actual or perceived failure by our third-party service providers and partners, may result in private litigation, regulatory or governmental investigations, administrative enforcement actions, sanctions, civil and criminal liability, and constraints on our ability to continue to operate, among other things. Please see the section titled “Risk Factors—Risks Related to Regulatory and Legal Matters—Stringent and changing laws and regulations relating to privacy and data protection could result in claims against us, harm our results of operations, financial condition, and future prospects, or otherwise harm our business.”

Open Banking. In October 2024, the CFPB finalized a rule under the Dodd-Frank Act, which would require a covered entity, including us and our bank partners, to, among other things, make available to a consumer, upon request, information in the covered entity’s control or possession concerning the consumer financial product or service that the consumer obtained from the covered entity. The final rule also requires data providers holding a consumer account to establish a developer interface satisfying certain data security specifications and other standards, through which the data provider can receive requests for, and provide, specific types of data covered by the rule in electronic, usable form to authorized third parties, including data aggregators. Under the final rule, data providers would be prohibited from charging consumers or third parties fees for processing these consumer data requests. The final rule would also place certain data security, authorization, and other obligations on third parties accessing covered data from data providers, which could include us when acting in certain capacities. The final rule would also require third parties to limit their collection, use, and retention of the data received to only what is reasonably necessary to provide the consumers’ requested product or service. Various standards under the final rule would be established by a standard-setting body designated by the CFPB.

While the impact of the rule will depend upon a number of factors, including consumer behavior and the actions of data providers and recipients, open banking initiatives like this final rule have the potential to change the competitive landscape, presenting challenges to our business model, such as by enhancing competitors’ ability to attract our customers, as well as opportunities since we may also act as an authorized third party and receive data from data providers. The nature and kind of this impact will also depend on our, and our competitors’, ability to meet and comply with standards established by the CFPB’s designated standard-setting body. In October 2024, industry trade associations filed a lawsuit against the CFPB alleging the agency exceeded its statutory authority and asking the court to vacate the rule. The CFPB filed a motion in July 2025 regarding its plans to engage in accelerated rulemaking that would substantially revise the rule, and the lawsuit is currently stayed pending the revisions. In August 2025, the CFPB issued an Advanced Notice of Proposed Rulemaking.

New Laws and Regulations. Various federal and state regulatory agencies in the United States continue to examine a wide variety of issues that are applicable to us and may impact our business. These issues include consumer protection, marketing, cybersecurity, privacy, electronic transfers, state licensing, and the regulation of overdraft products. As we continue to develop and expand, we monitor for additional rules and regulations that may impact our business.

Intellectual Property

Intellectual property and proprietary rights are important to the success of our business. We rely on a combination of copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as license agreements, confidentiality procedures, non-disclosure agreements, and other contractual protections, to establish and protect our intellectual property and proprietary rights, including our proprietary technology, software, know-how, and brand. From time to time, we may consider filing design and utility patents to further enhance the measures of intellectual property protection for the company. However, these laws, agreements, and procedures provide only limited protection. In the United States, we own several registered trademarks and have pending trademark applications in various stages of review. Although we take steps to protect our intellectual property and proprietary rights, we

14

cannot be certain that the steps we have taken will be sufficient or effective to prevent the unauthorized access, use, copying, or the reverse engineering of our technology and other proprietary information, including by third parties who may use our technology or other proprietary information to develop services that compete with ours. Moreover, others may independently develop technologies or services that are competitive with ours or that infringe on, misappropriate, or otherwise violate our intellectual property and proprietary rights. Policing the unauthorized use of our intellectual property and proprietary rights can be difficult. The enforcement of our intellectual property and proprietary rights also depends on any legal actions we may bring against any such parties being successful, but these actions are costly, time-consuming, and may not be successful, even when our rights have been infringed, misappropriated, or otherwise violated. In addition, aspects of our platform and services include software covered by open source licenses. The terms of various open source licenses have not been interpreted by United States courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our services.

Although we rely on intellectual property and proprietary rights, including copyrights, trademarks, and trade secrets, as well as contractual protections, in our business, we also seek to preserve the integrity and confidentiality of our intellectual property and proprietary rights through appropriate technological restrictions, such as physical and electronic security measures. We believe that factors such as the technological and creative skills of our personnel and frequent enhancements to our network are also essential to establishing and maintaining our technology leadership position.

See the section titled “Risk Factors—Risks Related to Our Business and Industry” for a more comprehensive description of risks related to our intellectual property and proprietary rights.

Available Information

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to these reports are available free of charge on our investor relations website at investors.dave.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy statements, and other information regarding issuers, including Dave, that file electronically with the SEC. The contents of these websites are not incorporated by reference into this Form 10-K.