XML 33 R25.htm IDEA: XBRL DOCUMENT
v3.25.3

Stock-Based Compensation | 9 Months Ended
--- | ---
Sep. 30, 2025
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Note 16 Stock-Based Compensation In 2017, the Company’s Board of Directors adopted the Dave Inc. 2017 Stock Plan (the “2017 Plan”). The 2017 Plan authorized the award of stock options, restricted stock, and restricted stock units. On January 4, 2022, the stockholders of the Company approved the 2021 Plan. Th e 2021 Plan was previously approved, subject to stockholder approval, by the Company’s Board of Directors on January 4, 2022. Upon the consummation of the Business Combination with VPCC, the 2017 Plan was terminated and replaced by the 2021 Plan. The maximum term of stock options granted under the 2021 Plan is 10 years and the awards generally vest over a four-year period. The Company recognized $7.2 million and $23.0 m illion of stock-based compensation expense arising from stock options, restricted stock unit grants and performance-based restricted stock unit grants which is recorded as a component of compensation and benefits in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025, respectively. The Company recognized $13.4 million and $27.2 million of stock-based compensation expense arising from stock option and restricted stock unit grants for the three and nine months ended September 30, 2024, respectively. Stock Options: Management has valued stock options at their date of grant utilizing the Black-Scholes option pricing model. The fair value of the underlying shares was estimated by using a number of inputs, including recent arm’s length transactions involving the sale of the Company’s common stock. Expected term—The expected term represents the period of time that options are expected to be outstanding. As the Company does not have sufficient historical exercise behavior, it determines the expected life assumption using the simplified method, which is an average of the contractual term of the option and its vesting period. Risk free interest rate—The risk-free interest rate is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options depending on the date of the grant and expected life of the options. Expected dividend yield—The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends. Expected volatility—Due to the Company’s limited operating history and lack of company-specific historical or implied volatility, the expected volatility assumption is based on historical volatilities of a peer group of similar companies whose share prices are publicly available. The Company identified a group of peer companies and considered their historical stock prices. In identifying peer companies, the Company considered the industry, stage of life cycle, size, and financial leverage of such other entities. Activity with respect to stock options is summarized as follows:
|  | Shares |  |  | Weighted-Average Exercise Price |  |  | Weighted- Average Remaining Contractual Term (years) |  |  | Aggregate Intrinsic Value (in thousands) |
Options outstanding, January 1, 2025 |  |  | 558,379 |  |  | $ | 16.92 |  |  |  | 5.6 |  |  | $ | 39,085 |
Granted |  |  | - |  |  | $ | - |  |  |  |  |  |  |
Exercised |  |  | (107,022 | ) |  | $ | 7.01 |  |  |  |  |  |  |
Forfeited |  |  | - |  |  | $ | - |  |  |  |  |  |  |
Expired |  |  | (798 | ) |  | $ | 22.21 |  |  |  |  |  |  |
Options outstanding, September 30, 2025 |  |  | 450,559 |  |  | $ | 19.27 |  |  |  | 5.2 |  |  |  | 81,137 |
Nonvested options, September 30, 2025 |  |  | 238,680 |  |  | $ | 23.16 |  |  |  | 5.4 |  |  |  | 42,054 |
Vested and exercisable, September 30, 2025 |  |  | 211,879 |  |  | $ | 14.89 |  |  |  | 4.9 |  |  |  | 39,083 |
At September 30, 2025, total estimated unrecognized stock-based compensation cost related to unvested stock options prior to that date was $1.2 million, which is expected to be recognized over a weighted-average remaining period of 2.7 years. On March 3, 2021, the Company granted the Chief Executive Officer stock options to purchase up to 358,001 shares of Common Stock in nine tranches. Each of the nine tranches contain service, market and performance conditions. The market conditions relate to the achievement of certain specified price targets. Vesting commences on the grant date; however, no compensation charges are recognized until the service and performance condition are probable, which is upon the completion of a liquidity event, the achievement of specified price targets for each tranche of shares, and continuous employment. Upon the completion of the Business Combination, the performance condition was met and the Company recorded a cumulative stock-based compensation expense of $1.9 million. The options have a strike price of $23.16 per share. The Company determined the fair value of the options on the grant date to be $10.5 million using a Monte Carlo simulation with key inputs and assumptions such as stock price, term, dividend yield, risk-free interest rate, and volatility. The derived service periods determined by the valuation for each of the nine tranches range from approximately 3 years to approximately 7 years. Each tranche will be expensed monthly over the derived service period unless vesting conditions for a particular tranche are met, at which point all remaining compensation charges related to that particular tranche will be expensed in the period in which the vesting conditions were met. During the quarter ended June 30, 2025, a price target milestone was achieved and 119,321 stock options were considered vested. The following table presents the key inputs and assumptions used to value the options granted to the Chief Executive Officer on the grant date:
Remaining term |  | 10.0 years |
Risk-free interest rate |  |  | 1.5 | %
Expected dividend yield |  |  | 0.0 | %
Expected volatility |  |  | 40.0 | %
Restricted Stock Units: Activity with respect to RSUs is summarized as follows:
|  | Shares |  |  | Weighted-Average Grant-Date Fair Value |
Outstanding shares at January 1, 2025 |  |  | 1,200,868 |  |  | $ | 27.21 |
Granted |  |  | 231,389 |  |  | $ | 97.57 |
Vested and Released |  |  | (515,711 | ) |  | $ | 39.71 |
Forfeited |  |  | (104,342 | ) |  | $ | 24.48 |
Outstanding shares at September 30, 2025 |  |  | 812,204 |  |  | $ | 46.04 |
At September 30, 2025, total estimated unrecognized stock-based compensation cost related to nonvested RSUs was approximately $34.7 million, which is expected to be recognized over a weighted-average period of 2.9 years. During the quarter ended March 31, 2023, the Company granted 629,454 RSUs to certain employees in six tranches. Each of the six tranches contain service and market conditions. The market conditions relate to the achievement of certain specified price targets. Vesting commences on the grant date and the Company determined the fair value of the RSUs on the grant date to be approximately $3.0 million using a Monte Carlo simulation with key inputs and assumptions such as stock price, term, risk-free interest rate, and volatility. The derived service periods determined by the valuation for each of the six tranches range from approximately two years to approximately three years. Each tranche will be expensed monthly over the derived service period unless vesting conditions for a particular tranche are met, at which point all remaining compensation charges related to that particular tranche will be expensed in the period in which the vesting conditions were met. The following table presents the key inputs and assumptions used to value the RSUs that contain service and market conditions on the grant date:
Remaining term |  | 5.0 years |
Risk-free interest rate |  |  | 3.5 | %
Expected volatility |  |  | 79.7 | %
During October 2023, the Company granted 71,844 RSUs to certain employees in six tranches. Each of the six tranches contain service and market conditions. The market conditions relate to the achievement of certain specified price targets. Vesting commences on the grant date and the Company determined the fair value of the RSUs on the grant date to be approximately $0.2 million using a Monte Carlo simulation with key inputs and assumptions such as stock price, term, risk-free interest rate, and volatility. The derived service periods determined by the valuation ranges from approximately two years to approximately three years. Each grant will be expensed monthly over the derived service period unless vesting conditions for a particular grant are met, at which point all remaining compensation charges related to that particular grant will be expensed in the period in which the vesting conditions were met. The following table presents the key inputs and assumptions used to value the RSUs granted during October 2023 that contain service and market conditions on the grant date:
Remaining term |  | 4.2 years |
Risk-free interest rate |  |  | 4.9 | %
Expected volatility |  |  | 87.6 | %
During the quarter ended June 30, 2024, the Company's Board of Directors approved a modification to the price targets in the market conditions and the addition of alternative performance conditions for 333,275 unvested RSUs. The modification of the unvested RSUs resulted in an incremental stock-based compensation expense of $1.0 million, which will be expensed monthly over the derived service period. The weighted average modification-date fair value of the RSUs was $5.36 per award. T he Company determined the fair value of the RSUs on the modification date using a Monte Carlo simulation with key inputs and assumptions such as stock price, term, risk-free interest rate, and volatility. The derived service periods determined by the valuation range from approximately one year to approximately two years. The RSUs will be expensed monthly over the derived service period unless vesting conditions for a particular tranche are met, at which point all remaining compensation charges will be expensed in the period in which the vesting conditions were met. As a result of the modification, the RSUs are now classified as performance-based RSUs and included in the activity table below. The following table presents the key inputs and assumptions used to value the RSUs modified during the quarter ended June 30, 2024:
Remaining term |  | 3.7 years |
Risk-free interest rate |  |  | 4.7 | %
Expected volatility |  |  | 71.7 | %
During the quarter ended September 30, 2024, the Company's Board of Directors approved a modification to the price targets in the market conditions and the addition of alternative performance conditions for 50,000 unvested RSUs and during the quarter the Company achieved the performance conditions. The modification and achievement of the performance conditions resulted in an incremental cumulative stock-based compensation expense of approximately $0.4 million. As a result of the modification, the RSUs were classified as performance-based RSUs and included in the activity table below. As of September 30, 2025, the 50,000 performance-based RSUs were vested and issued based upon the achievement of the remaining service requirement as outlined in the award agreements. Performance-Based Restricted Stock Units: The Company grants performance-based RSUs to certain executives and employees as part of its long-term incentive plan. The performance-based RSUs are subject to the attainment of defined performance and service conditions, such as specific adjusted EBITDA targets and specific share price targets, both subject to continued employment with the Company through certain dates. The actual number of shares subject to the award is determined at the end of the performance period and may range from 0% to 150% of the target shares granted depending upon the terms of the award. Compensation cost is recognized over the requisite service period if and when the Company concludes it is probable that the performance metrics will be satisfied. Activity with respect to Performance-Based RSUs is summarized as follows:
|  | Shares |  |  | Weighted-Average Grant-Date Fair Value |
Outstanding shares at January 1, 2025 |  |  | 338,052 |  |  | $ | 34.26 |
Granted |  |  | 185,055 |  |  | $ | 91.94 |
Vested and Released |  |  | (210,453 | ) |  | $ | 34.48 |
Forfeited |  |  | (21,142 | ) |  | $ | 63.19 |
Outstanding shares at September 30, 2025 |  |  | 291,512 |  |  | $ | 68.62 |
During the year ended December 31, 2024, the Company achieved certain performance conditions as outlined in its grant agreements and recorded a cumulative stock-based compensation expense of approximately $5.6 million. At September 30, 2025, total estimated unrecognized stock-based compensation cost related to nonvested performance-based RSUs was approximately $13.0 million, which is expected to be recognized over a weighted-average period of 1.6 years.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration