Dave Inc. is commencing a private offering of $150 million aggregate principal amount of Convertible Senior Notes due 2031. The initial purchasers of the Notes will have an option to purchase up to an additional $22.5 million aggregate principal amount of the Notes. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act. The Notes will be senior unsecured obligations, with interest payable semi-annually in arrears on April 1 and October 1 of each year, beginning October 1, 2026. The Notes will mature on April 1, 2031, unless earlier converted, redeemed, or repurchased. Proceeds from the offering will be used to fund capped call transactions, repurchase shares of common stock, and for general corporate purposes. Capped call transactions are expected to reduce potential dilution to common stock upon conversion of the Notes and/or offset cash payments in excess of the principal amount. Dave expects to repurchase shares of common stock from purchasers of Notes concurrently with the pricing of the offering, at the closing price per share on the pricing date.