DEF 14A

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

DAVE INC.

(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 at investors.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.

DAVE INC.

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

DAVE INC.

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 2, 2026

INFORMATION ABOUT SOLICITATION AND VOTING

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) of Dave Inc. (“Dave”), for use at Dave’s 2026 Annual Meeting of Stockholders (the “Annual Meeting” or “meeting”) to be held on June 2, 2026 at 9:00 a.m. Pacific Time via live webcast on the Internet at www.virtualshareholdermeeting.com/DAVE2026. References in this proxy statement (the “Proxy Statement”) to “we,” “us,” “our,” “the Company” or “Dave” refer to Dave Inc. Capitalized terms used but not defined in this proxy statement shall have the meanings ascribed to them in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

INTERNET AVAILABILITY OF PROXY MATERIALS

In accordance with the rules of the Securities and Exchange Commission (“SEC”), we are furnishing our proxy materials, including this proxy statement and our annual report, to our stockholders primarily via the Internet. On or about April 20, 2026, we began mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) that contains instructions on how to access our proxy materials on the Internet. The Notice also contains instructions on how to vote via the Internet. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by email by following the instructions contained in the Notice.

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting to Be Held on Tuesday, June 2, 2026

This proxy statement and our 2025 Annual Report on Form 10-K are available free of charge at www.proxyvote.com prior to the Annual Meeting and at www.virtualshareholdermeeting.com/DAVE2026 during the Annual Meeting.

QUESTIONS AND ANSWERS ABOUT THE MEETING

     Q: 

     What is Dave?

     A: 

     Dave was launched in 2017 to provide a faster, more transparent, and lower-cost alternative to traditional financial institutions, particularly for those living paycheck to paycheck. Through our mobile-first platform, we deliver innovative financial products designed to help underserved consumers manage their money more effectively. 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. We have engineered a purpose-driven platform designed to deliver on our mission, making a significant impact across the stakeholder groups we serve.
On January 5, 2022, Dave Inc., a Delaware corporation (f/k/a VPC Impact Acquisition Holdings III, Inc. and referred to in this proxy statement as “VPCC”), consummated the previously announced business combination transaction (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated June 7, 2021 (the “Business Combination Agreement”), by and among VPCC, Bear Merger Company Inc., a wholly owned subsidiary of VPCC, or First Merger Sub, Bear Merger Company II LLC, a wholly owned subsidiary of VPCC, or Second Merger Sub, and pre-business combination Dave Inc. (“Legacy Dave”). 
As a result of the Business Combination and the other transactions contemplated by the Business Combination Agreement, First Merger Sub merged with and into Legacy Dave, with Legacy Dave surviving the merger as a wholly owned subsidiary of the Company, with Legacy Dave immediately merging with and into Second Merger Sub (the “Merger Transactions”), with Second Merger Sub surviving the Merger Transactions as a wholly owned subsidiary of the Company. Following the Merger Transactions, “VPC Impact Acquisition Holdings III, Inc.” was renamed “Dave Inc.”


Q:	What is the purpose of the meeting?
A:	At the meeting, stockholders will act upon the proposals described in this Proxy Statement. In addition, following the formal portion of the meeting, management will be available to respond to questions from stockholders.
Q:	What proposals are scheduled to be voted on at the meeting?
A:	Stockholders will be asked to vote on the following four proposals at the meeting: 1. To elect Dan Preston as a Class II director to serve for a term of three years 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; and 4. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
Q:	Could matters other than Proposals One, Two, Three, and Four be decided at the meeting?
A:	Our bylaws require that we receive advance notice of any proposal to be brought before the meeting by stockholders of Dave, and we have not received notice of any such proposals. If any other matter were to come before the meeting, the proxy holders appointed by our Board will have the discretion to vote on those matters for you.
Q:	How does the Board recommend I vote on these proposals?
A:	Our Board recommends that you vote your shares: • “FOR” the nominee to the Board (“Proposal One”); • “FOR” the advisory approval of Dave’s executive compensation (“Proposal Two”); • “ONE YEAR” for the advisory vote on the frequency of future advisory votes on Dave’s executive compensation (“Proposal Three”); and • “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal Four”).
Q:	Who may vote at the Annual Meeting?
A:	Stockholders of record as of the close of business on April 13, 2026 (the “Record Date”) are entitled to receive notice of, to attend and participate, and to vote at the Annual Meeting. At the close of business on the Record Date, there were 11,499,286 shares of Class A common stock and 1,314,082 shares of Class V common stock outstanding and entitled to vote. In addition to holders of record of common stock, beneficial owners of shares of common stock held in “street name” as of the Record Date can vote by following the instructions provided by their broker, bank, trust or other street name holders.
Q:	How do I vote?
A:	You may vote by mail or follow any alternative voting procedure (such as telephone or internet voting) described on your proxy card. To use an alternative voting procedure, follow the instructions on the proxy card or voting instructions that you receive. The procedures for voting are as follows: Stockholder of Record: Shares Registered in Your Name If you are a stockholder of record, you may: • vote by telephone or through the Internet - in order to do so, please follow the instructions shown on the Notice or your proxy card; • vote by mail - if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and return it before the meeting in the pre-paid envelope provided; or • vote at the Annual Meeting virtually - you may participate in the Annual Meeting online at www.virtualshareholdermeeting.com/DAVE2026 and vote your shares electronically before the


	polls close during the Annual Meeting. To participate and vote in the Annual Meeting, you will need the control number included on your Notice or proxy card. Votes submitted by telephone or through the Internet must be received by 11:59 p.m. Eastern Time, on June 1, 2026. Submitting your proxy, whether by telephone, through the Internet or by mail if you requested or received a paper proxy card, will not affect your right to vote at the meeting should you decide to attend and participate in the meeting virtually. Beneficial Owner: Shares Registered in the Name of a Broker or Other Nominee If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to vote your shares. You may also vote your shares at the Annual Meeting at www.virtualshareholdermeeting.com/DAVE2026 before the polls close. To participate and vote in the Annual Meeting, you will need the control number included on the voting instructions you receive from your nominee. Your vote is important. Whether or not you plan to participate in the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.
Q:	How do I vote by internet or telephone?
A:	If you wish to vote by the Internet or telephone, you may do so by following the voting instructions you received or on the Notice or your proxy card. Please have each voting instructions, the Notice or proxy card you received in hand when you vote over the Internet or by telephone as you will need information specified therein to submit your vote. The giving of such a telephonic or internet proxy will not affect your right to vote at the meeting (as detailed above) should you decide to attend the meeting virtually. The telephone and internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly.
Q:	What shares can I vote?
A:	Each share of Class A common stock and Class V common stock issued and outstanding as of the close of business on April 13, 2026 is entitled to vote on all items being voted on at the meeting. You may vote all shares owned by you as of such date, including (i) shares held directly in your name as the stockholder of record, and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.
Q:	How many votes am I entitled to per share?
A:	Each holder of shares of (i) Class A common stock is entitled to one vote for each share of Class A common stock held as of the Record Date and (ii) Class V common stock is entitled to ten votes for each share of Class V common stock held as of the Record Date.
Q:	What is the quorum requirement for the meeting?
A:	The holders of a majority of the voting power of the shares of our Class A common stock and Class V common stock (voting together as a single class) entitled to vote at the Annual Meeting as of the Record Date must be present in person or represented by proxy at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote virtually at the Annual Meeting or if you have properly submitted a proxy.
Q:	How are abstentions and broker non-votes treated?
A:	Abstentions (i.e., shares present at the Annual Meeting and marked “abstain”) are deemed to be shares presented or represented by proxy and entitled to vote, and are counted for purposes of determining whether a quorum is present. A broker non-vote occurs when the beneficial owner of shares fails to provide the broker, bank or other nominee that holds the shares with specific instructions on how to vote on any “non-routine” matters brought to a vote at the stockholders meeting. In this situation, the broker, bank or other nominee will not

      

     vote on the “non-routine” matter. Broker non-votes are counted for purposes of determining whether a quorum is present.
For Proposal One, Proposal Two, and Proposal Three, abstentions and broker non-votes are not treated as votes cast and, therefore, will have no effect on the outcome of the vote. For Proposal Four, we do not expect to have any broker non-votes because it is considered a “routine” matter, as described below.
Note that if you are a beneficial holder, brokers and other nominees will be entitled to vote your shares on “routine” matters without instructions from you. The only proposal that would be considered “routine” in such event is the proposal for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal Four). A broker or other nominee will not be entitled to vote your shares on any “non-routine” matters, absent instructions from 

SEC Form DEF 14A filed by Dave Inc.