Dave Inc./DE 8-K

What Happened

• Dave Inc. (DAVE) entered a Purchase Agreement on March 4, 2026 to sell $175 million aggregate principal of 0% Convertible Senior Notes due 2031, with an option for the initial purchasers to buy up to an additional $25 million of notes. The offering is to qualified institutional buyers under Rule 144A and is expected to close on or about March 9, 2026.
• The Purchase Agreement names J.P. Morgan Securities LLC, UBS Securities LLC and Evercore Group L.L.C. as representatives of the initial purchasers and contemplates an indenture with U.S. Bank Trust Company, N.A. as trustee. The company also announced a press release on March 5, 2026 regarding pricing (Exhibit 99.1).

Key Details

• Principal amount: $175 million, with an option to increase by up to $25 million (13‑day option period).
• Coupon and maturity: 0% interest, due in 2031.
• Offer structure: Private placement to qualified institutional buyers (Rule 144A); notes are not registered under the Securities Act.
• Related transactions: Dave expects to enter into capped call transactions with option counterparties and to use proceeds to pay capped call costs and to repurchase shares from note purchasers; remaining proceeds for general corporate purposes, including additional share repurchases.

Why It Matters

• The deal raises cash without periodic interest payments (0% coupon) but creates convertible debt on Dave’s balance sheet that could dilute shareholders if converted. The company is using capped calls and share repurchases to limit potential dilution from conversion.
• Proceeds will fund the capped calls and buybacks and support general corporate needs, signaling management’s intent to manage conversion-related dilution and return capital to shareholders. The offering being private to institutional buyers may speed execution but limits public access to the securities.