Dave prices $175M 0% conv notes

Dave prices $175M 0% conv notes

Dave Inc. (NASDAQ: DAVE) has priced a $150 million offering of 0% convertible senior notes due 2031, with an additional $22.5 million in optional notes available to initial purchasers, bringing the total potential issuance to $172.5 million according to the announcement. The notes, which are senior unsecured obligations, will mature on April 1, 2031, unless earlier converted, redeemed, or repurchased. Interest will accrue semi-annually but will not be payable in cash; instead, conversions—subject to specific conditions—may result in cash, shares of Dave's Class A common stock, or a combination thereof as detailed in the offering materials.

Proceeds from the offering will fund capped call transactions, share repurchases, and general corporate purposes. The company has entered into privately negotiated capped call agreements with initial purchasers and other financial institutions to mitigate dilution from potential conversions of the notes. These transactions include anti-dilution adjustments and caps on offset payments. Concurrently, Dave repurchased shares of its common stock at the offering's pricing date, with the purchase price set at the closing price of the stock on that day. Such repurchases aim to stabilize or increase the stock price, potentially affecting conversion dynamics.

The capped call counterparties may engage in hedging activities, including derivative transactions and secondary market trades, which could influence the stock or notes' market price. However, the notes and underlying shares remain unregistered under the Securities Act, limiting their resale in the U.S. without exemptions.

The announcement includes forward-looking statements subject to risks, including market conditions and execution uncertainties, as detailed in Dave's March 2, 2026, Form 10-K filing. Investors are advised to consider these factors when evaluating the offering.