Dave Inc./DE Debt Disclosure

Note 11 Debt Facility

In January 2021, Dave OD Funding I, LLC (the “Borrower”) entered into a delayed draw senior secured loan facility (the “Debt Facility”) with Victory Park Management, LLC (the “Agent”) and certain affiliated lenders, which provided borrowing capacity of up to $100.0 million. The Debt Facility initially bore interest at 6.95% per annum plus a base rate equal to the greater of the three‑month London interbank offered rate (“LIBOR”) as of the last business day of each calendar month and 2.55%, with interest payable monthly in arrears, and included a minimum liquidity covenant requiring cash, cash equivalents or marketable securities of at least $15.0 million.

On September 13, 2023, the Company executed a Third Amendment to the Debt Facility with the existing lenders. The Third Amendment, among other things, (i) increased the total commitment from $100.0 million to $150.0 million, (ii) extended the maturity date from January 2025 to December 2026, (iii) introduced a liquidity trigger threshold based on trailing EBITDA, (iv) increased the minimum liquidity requirement from $8.0 million to $15.0 million, (v) replaced LIBOR with the secured overnight financing rate (“SOFR”) and updated the interest rate to the base rate (or, if greater, SOFR for a three‑month tenor plus 3.00%) plus 5.00% per annum on the portion of the outstanding principal balance less than or equal to $75.0 million and the base rate plus 4.50% per annum on any outstanding principal balance in excess of $75.0 million, (vi) revised prepayment premiums for certain early or voluntary repayments, and (vii) terminated the Company’s limited guaranty of up to $25.0 million of the Borrower’s obligations, which had been secured by a first‑priority lien on substantially all of the Company’s assets.

The Debt Facility requires mandatory prepayments of outstanding borrowings in certain circumstances, including (i) 100% of net cash proceeds in excess of $0.25 million in the aggregate during any fiscal year from non‑ordinary course asset sales (other than permitted dispositions), (ii) 100% of net cash proceeds from certain casualty or condemnation events, (iii) 100% of net cash proceeds from non‑permitted indebtedness, and (iv) 100% of specified extraordinary receipts above an annual $0.25 million threshold, or 100% of such receipts at any time an event of default is continuing.

On October 18, 2024, the Company executed a Fourth Amendment to the Debt Facility with the existing lenders to increase borrowing flexibility and update certain terms. The Fourth Amendment, among other changes, revised the interest rate to the base rate plus 5.00% per annum on the aggregate outstanding principal balance and updated the prepayment premium provisions for early or voluntary principal repayments. The Fourth Amendment was accounted for as a debt modification; the Company incurred $0.03 million of associated costs, which are being amortized to interest expense on a straight‑line basis over the remaining term of the Debt Facility, and no gain or loss was recognized. As of June 30, 2025, the Company was not in compliance with a specific covenant under its existing Debt Facility. In particular, a breach existed relating to the Minimum Receivable Loan-to-Value ("LTV Ratio"), which exceeded the allowable limits set forth in the covenant. The Agent, on behalf of the Lenders, provided a one-time limited waiver of this covenant, effective from October 18, 2024 until June 30, 2025. This waiver is solely for that period and for addressing this specific breach, and does not constitute a waiver of any default or event of default under the Debt Facility. On July 14, 2025, the Company entered into the Fifth Amendment to the Financing Agreement, which, among other updates, removed the LTV ratio covenant from the agreement entirely. The Fifth Amendment also implemented additional reporting requirements and enhanced cash management provisions to strengthen the Company's covenant structure and operational oversight under the facility.

As of December 31, 2025 and December 31, 2024, the Company had $75.0 million outstanding under the Debt Facility and had made no principal repayments. As of December 31, 2025, the Company was in compliance with all covenants under the Debt Facility.