Dave prices $175 million convertible notes offering

Dave Inc. (NASDAQ: DAVE) announced the pricing of $175 million in 0% convertible senior notes due 2031 through a private offering to qualified institutional buyers. The offering was increased from a previously announced $150 million amount.

The notes will be convertible into cash and potentially common stock based on an initial conversion rate of 3.5825 shares per $1,000 principal amount, equivalent to a conversion price of approximately $279.13 per share. This represents a 32.5% premium over the March 4, 2026 closing price of $210.67 per share.

Dave entered into capped call transactions with financial institutions to reduce potential dilution from note conversions. The cap price is set at $421.34 per share, representing a 100% premium above the March 4 closing price. The company will pay approximately $15.1 million for these transactions.

The neobank plans to use approximately $70.5 million of net proceeds to repurchase about 334,000 shares of common stock at $210.67 per share. The remaining proceeds will fund general corporate purposes, including additional share repurchases under the company's existing program.

Dave granted initial purchasers an option to buy up to an additional $25 million in notes within 13 days of the initial issuance. The offering is expected to close March 9, 2026, subject to standard closing conditions.

The notes will mature April 1, 2031, and may be redeemed by Dave starting April 6, 2029, under specific conditions including the stock price reaching at least 130% of the conversion price for 20 trading days within a 30-day period.

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