SCHEDULE 13D/A: Dave Inc. CEO Jason Wilk Establishes New 10b5-1 Trading Plan and Updates Share Ownership

Dave Inc. CEO Jason Wilk has entered into a new Rule 10b5-1 trading plan to sell up to 100,000 shares of Class A Common Stock, following the termination of a previous plan that saw the sale of 172,667 shares.

Summary

• Jason Wilk, Founder and CEO of Dave Inc., adopted a new Rule 10b5-1 trading plan (the 'Second Plan') on May 30, 2025, for the sale of up to 100,000 shares of Class A Common Stock.
• The Second Plan allows for the sale of shares that may include those acquired from Class V common stock conversion, stock options, employee stock purchase plan, restricted stock units/awards, and performance share awards.
• The Second Plan is set to terminate on the earliest of May 29, 2026, or when the aggregate number of shares sold reaches 100,000, among other conditions.
• UBS Financial Services Inc. will act as the agent for sales under the Second Plan, charging a fee of $0.03 per share sold.
• The previous Rule 10b5-1 trading plan (the 'First Plan'), entered into on March 14, 2025, was terminated on June 13, 2025, after the sale of an aggregate of 172,667 shares of Class A Common Stock.
• As of June 13, 2025, Jason Wilk's beneficial ownership stands at 1,461,964 shares of Class A Common Stock, representing approximately 10.9% of the outstanding shares.
• This beneficial ownership includes 1,414,082 shares issuable upon conversion of Class V Common Stock and 47,882 shares of Class A Common Stock.
• Since the last Schedule 13D/A filing (Amendment No. 1 on March 17, 2025), Mr. Wilk acquired beneficial ownership of 14,484 shares of Class A Common Stock due to the vesting of equity awards on June 1, 2025.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative. While the 10b5-1 plan ensures compliance and transparency for insider sales, the continuous selling by the CEO, as evidenced by the termination of a previous plan due to reaching its share limit and the establishment of a new one, could be perceived as a lack of strong conviction in the company's near-term stock performance or simply a personal diversification strategy. It's not a strong negative, as it's a pre-arranged, compliant sale, but it's not a positive signal for immediate stock appreciation.

Positives

• The establishment of a Rule 10b5-1 trading plan demonstrates a commitment to transparent and compliant insider trading practices, mitigating concerns about sales based on material nonpublic information.
• The plan provides an orderly mechanism for the CEO to manage personal liquidity and diversification, which is a standard practice for executives.

Negatives

• The CEO's continued establishment of trading plans for share sales, including the sale of 172,667 shares under the previous plan and a new plan for 100,000 shares, indicates a reduction in his direct ownership stake, which could be perceived negatively by some investors.
• The decrease in beneficial ownership percentage from previous filings, although due to planned sales and share count adjustments, represents a dilution of the CEO's proportional stake.

Risks

• The trading plan could be suspended or terminated if the Seller becomes aware of material nonpublic information, if there are legal/contractual restrictions, or during a qualifying securities offering, potentially disrupting planned sales.
• UBSFS may be relieved of its obligation to sell stock if prohibited by legal/regulatory restrictions, due to material adverse changes in financial markets, trading suspensions, or acts of God, which could impact the timing and execution of sales.
• There is a risk that the trading plan may not comply with Rule 10b5-1, which could lead to its termination and potential regulatory scrutiny.

Future Outlook

The document outlines a forward-looking plan for the sale of up to 100,000 shares of Class A Common Stock by Jason Wilk, with a scheduled termination date of May 29, 2026, or earlier if the share limit is reached or other conditions are met. This indicates a continued, pre-planned reduction in the CEO's direct shareholdings over the next year.

Management Comments

• Jason Wilk represents and warrants that he is not aware of any material nonpublic information concerning Issuer or any securities of Issuer as of the Sellers Adoption Date (May 30, 2025).
• Jason Wilk states that he is entering into this Trading Plan in good faith and not as part of a plan or scheme to evade securities laws, including Rule 10b-5, and will continue to act in good faith throughout its duration.
• Jason Wilk has informed Issuer of this Trading Plan, furnished Issuer with a copy, and determined it is consistent with Issuer's insider trading policy.
• Jason Wilk confirms that he has disclosed to UBSFS any current or past 60-day agreements with other financial institutions for Rule 10b5-1 trading plans and agrees to disclose any future ones during the term of this plan.
• Jason Wilk represents that he is not, and will not take action to cause himself to be, subject to any legal, regulatory, or contractual restriction that would be violated by UBSFS conducting sales.

Industry Context

This filing pertains to an individual executive's stock trading plan, which is a common practice across industries for managing personal wealth and complying with insider trading regulations. It does not directly reflect broader industry trends or competitive dynamics, but rather the personal financial planning of a key executive within the financial technology or consumer finance sector, where Dave Inc. operates.

Comparison to Industry Standards

• The use of a Rule 10b5-1 trading plan by a CEO is a standard corporate governance practice for executives of publicly traded companies, aligning with SEC guidelines to prevent insider trading based on material nonpublic information.
• The specified commission of $0.03 per share to UBSFS is a typical brokerage fee structure for such transactions, comparable to those seen in similar executive trading plans across various industries.
• The terms regarding cooling-off periods, prohibitions on hedging, and restrictions on multiple plans are consistent with the updated Rule 10b5-1(c)(1) requirements effective February 27, 2023, demonstrating adherence to current regulatory standards.

Corporate Governance

Stakeholder Impact

• Shareholders: The ongoing, pre-planned sales by the CEO could lead to a perception of reduced insider confidence, potentially influencing investor sentiment and the stock price. However, the 10b5-1 structure provides transparency and compliance.
• Employees: No direct impact mentioned, but general market perception of executive stock sales can indirectly affect employee morale or perception of company stability.
• Regulatory Authorities: The filing demonstrates compliance with SEC regulations (Rule 10b5-1, Sections 13 and 16 of the Exchange Act), which is positive for regulatory oversight and market integrity.

Next Steps

• UBSFS will effect sales of Class A Common Stock on behalf of Jason Wilk in accordance with the Trading Instructions set forth in Exhibit A of the plan.
• Jason Wilk is required to make all filings under Sections 13 and 16 of the Exchange Act in connection with this Trading Plan in a timely manner.
• The Trading Plan will continue until its termination conditions are met, including potentially reaching the 100,000 share aggregate sale limit or the scheduled termination date of May 29, 2026.

Key Dates

Keywords

Rule 10b5-1, Trading Plan, Insider Selling, SEC Filing, Schedule 13D/A, Beneficial Ownership, Class A Common Stock, Jason Wilk, Dave Inc., DAVE, Equity Awards, Stock Options, Restricted Stock Units