SCHEDULE 13D/A: Dave Inc. CEO Jason Wilk Establishes Rule 10b5-1 Trading Plan for Share Sales

Jason Wilk, Founder and CEO of Dave Inc., has established a Rule 10b5-1 trading plan to sell up to 173,218 shares of Class A Common Stock, representing a portion of his beneficial ownership in the company.

Summary

• Jason Wilk, Founder and CEO of Dave Inc. (DAVE), entered into a Rule 10b5-1 trading plan on March 14, 2025, to sell shares of the company's common stock.
• The plan allows for the sale of up to an aggregate of 173,218 shares of Class A Common Stock.
• This aggregate includes 100,000 shares of Class V Common Stock convertible into Class A Common Stock and Class A shares underlying Restricted Stock Units (RSUs) expected to vest on June 1, 2025.
• UBS Financial Services Inc. will act as the agent for these sales, charging a commission of $0.03 per share sold.
• As of the filing, Jason Wilk beneficially owns 1,627,661 shares of Class A Common Stock, which represents approximately 12.43% of the outstanding Class A Common Stock.
• His beneficial ownership consists of 1,514,082 shares of Class A Common Stock issuable upon conversion of Class V Common Stock and 113,579 direct shares of Class A Common Stock.
• The plan is set to terminate at the close of trading on December 10, 2025, or earlier under specific conditions, including the sale of all designated shares, non-compliance with Rule 10b5-1, or certain events related to the seller.
• Mr. Wilk has represented that he is not aware of any material nonpublic information concerning Dave Inc. as of the plan's adoption date and is entering the plan in good faith.

Sentiment

Score: 5

Explanation: The document is neutral in sentiment. It is a factual disclosure of an insider's pre-planned stock sale for compliance purposes, rather than a performance report or strategic announcement. While insider sales can sometimes be viewed negatively, the 10b5-1 plan structure aims to mitigate such interpretations by demonstrating adherence to regulatory guidelines.

Positives

• The establishment of a Rule 10b5-1 trading plan provides transparency regarding insider stock sales, demonstrating a pre-arranged, compliant approach to disposition of shares.
• Jason Wilk's representation that he is not aware of any material nonpublic information at the time of the plan's adoption reinforces compliance with securities laws.

Negatives

• The filing details a planned sale of shares by the CEO, which, while compliant, represents a reduction in his direct equity stake in the company.

Risks

• Sales under the trading plan may be suspended if UBSFS receives notice of legal, contractual, or regulatory restrictions applicable to the seller or its affiliates, or if there is a material adverse change in financial markets or the stock's market activity.
• The plan may be terminated if the seller fails to deliver stock, if UBSFS or the seller determines the plan does not comply with Rule 10b5-1, or upon the death, dissolution, bankruptcy, or insolvency of the seller.
• UBSFS is relieved of its obligation to sell stock if prohibited by legal/contractual/regulatory restrictions, if selling is impracticable due to market conditions or 'acts of God', or if a trading suspension or delisting occurs.
• The seller is prohibited from entering into or altering corresponding or hedging transactions with respect to the stock while the plan is in effect.
• The seller is restricted from having or entering into another Rule 10b5-1 compliant trading plan for purchases or sales of Issuer's securities on the open market while this plan is in effect.
• The seller is restricted from adopting more than one single-trade Rule 10b5-1 plan within any consecutive 12-month period.

Future Outlook

This document primarily details an insider's personal trading plan for compliance purposes and does not contain forward-looking statements or guidance regarding the company's future financial performance or strategic outlook.

Management Comments

• Jason Wilk (Seller) represents and warrants that he is not aware of any material nonpublic information concerning Issuer or any securities of Issuer as of Seller's Adoption Date.
• Jason Wilk (Seller) represents and warrants 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, but not limited to, the prohibitions of Rule 10b-5.

Industry Context

The establishment of a Rule 10b5-1 trading plan is a common practice among corporate insiders, including executives and directors, to sell company stock in a pre-arranged manner. This mechanism helps them avoid accusations of insider trading by establishing a trading schedule when they are not in possession of material nonpublic information. This filing is a standard compliance disclosure for such an arrangement.

Stakeholder Impact

• Shareholders: The planned sale by the CEO could lead to a slight increase in the public float of Dave Inc. shares. While a pre-planned sale under Rule 10b5-1 is designed for transparency, some investors may interpret insider sales as a lack of confidence, though this is not explicitly stated or implied in the document.
• Regulatory Authorities: The filing demonstrates compliance with SEC regulations regarding insider trading, particularly Rule 10b5-1, which is beneficial for regulatory oversight and market integrity.

Next Steps

• UBS Financial Services Inc. will effect sales of Dave Inc. Class A Common Stock on behalf of Jason Wilk in accordance with the Trading Plan's instructions.
• Jason Wilk is required to comply with all applicable laws, rules, and regulations, including making timely filings under Sections 13 and 16 of the Exchange Act in connection with this Trading Plan.
• RSUs underlying shares to be sold are expected to vest on June 1, 2025, after which they can be included in the sales.

Key Dates

Keywords

Dave Inc., DAVE, Jason Wilk, Rule 10b5-1, Trading Plan, Insider Trading, SEC Filing, Schedule 13D/A, Stock Sales, Common Stock, Restricted Stock Units, Corporate Governance, Beneficial Ownership