Dave Inc. (NASDAQ: DAVE) has announced the pricing of $175 million principal amount of its 0% convertible senior notes due 2031 through a private offering, which has been upsized from the previously announced offering of $150 million principal amount. The company has also granted the initial purchasers an option to purchase up to an additional $25 million principal amount of notes.
The offering is expected to close on March 9, 2026, subject to customary closing conditions. The notes will not bear regular interest and will mature on April 1, 2031. The initial conversion price of the notes represents a premium of approximately 32.5% over the last reported sale price of $210.67 per share of the common stock on March 4, 2026.
Dave estimates that the net proceeds from the offering will be approximately $168.0 million (or approximately $192.1 million if the initial purchasers exercise in full their option to purchase additional notes), after deducting initial purchasers’ discounts and estimated offering expenses.
In connection with the pricing of the notes, Dave has entered into privately negotiated capped call transactions with one or more of the initial purchasers of the notes or their respective affiliates and other financial institutions. The capped call transactions are expected generally to reduce potential dilution to the common stock upon conversion of the notes and/or offset any cash payments that Dave could be required to make in excess of the principal amount of any converted notes upon conversion thereof, as the case may be, with such reduction and/or offset subject to a cap.
Dave intends to use the net proceeds from the offering to fund the approximate $15.1 million cost of the capped call transactions, to repurchase approximately 334,000 shares of common stock using approximately $70.5 million of the net proceeds from the offering, and for general corporate purposes, including additional share repurchases under its share repurchase program.
The notes and the shares of common stock, if any, issuable upon conversion of the notes have not been, and will not be, registered under the securities act, or under any state securities laws, and may not be offered or sold in the United States without registration under, or an applicable exemption from, the registration requirements.
Dave Inc. is a leading U.S. neobank and fintech pioneer serving millions of everyday Americans. The company uses disruptive technologies to provide best-in-class banking services at a fraction of the price of incumbents. Following these announcements, the company's shares moved 1.01%, and are now trading at a price of $194.01. Check out the company's full 8-K submission here.
