Dave Inc.

11/04/2025 | Press release | Distributed by Public on 11/04/2025 15:32

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the notes related thereto which are included in Part I, Item 1. "Financial Statements" of this Quarterly Report on Form 10-Q. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Cautionary Note Regarding Forward-Looking Statements," "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the "SEC") on March 4, 2025 (the "Annual Report"), our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and this Quarterly Report on Form 10-Q.

Company Overview

Dave was launched in 2017 to provide a faster, more transparent, and lower-cost alternative to traditional financial institutions, particularly for those living paycheck to paycheck. Inspired by the story of David vs. Goliath, we set out to challenge legacy banking by leveraging technology to expand financial access and improve consumer financial health. Through our mobile-first platform, we deliver innovative financial products designed to help underserved consumers manage their money more effectively. Our mission is to level the financial playing field by providing intuitive, transparent, and accessible solutions that empower our Members to navigate life's financial challenges with confidence.

We have engineered a purpose-driven platform designed to deliver on our mission, making a significant impact across the stakeholder groups we serve. Since our inception, over 18 million Members have signed up for the Dave app, with nearly 14 million having used at least one of our products. We have provided Members with nearly $20 billion in ExtraCash, offering critical liquidity when they need it most. To further support our communities, we have donated over $23 million to charity and important causes since inception.

Customers value our products, as demonstrated by more than 744,000 App Store reviews with an average 4.8-star rating as of October 2025. Our business model is built on transparency and customer alignment and building relationships with our Members that drive positive outcomes for both them and our business.

At the core of our success is a world-class team dedicated to delivering on our mission. Dave has been recognized by Built In as a Best Place to Work for five consecutive years, reinforcing our commitment to both our Members and employees.

Market Opportunity

The U.S. financial system has historically failed to address the needs of the millions of Americans who are living paycheck to paycheck. According to the Financial Health Network ("FHN") in 2025, approximately 185 million Americans are classified as financially "coping" or "vulnerable" representing 69% of the U.S. population, up from 66% in 2021. An October 2025 report by PYMNTS also found that 69% of U.S. consumers were living paycheck to paycheck, up from 66% a year earlier. This market includes both young and financially challenged individuals who have trouble managing cash flow, have minimal savings, regularly overdraft, and pay high fees for access to financial services. FHN research estimates there is approximately $43 billion of fees paid annually for access to basic checking services, including account maintenance fees, overdraft fees and ATM fees and that financially vulnerable and coping populations pay over $225 billion in annual fees and interest for short-term credit. We believe these insights are supported by a Dave study of our Members which reveals that traditional financial institutions charge consumers between $300-$400 of fees annually for access to basic checking services. We also believe these trends underscore a growing need for better financial solutions and illustrate the depth of our total addressable market ("TAM"), which we estimate to be approximately 185 million Americans that do not have access to affordable and effective banking solutions.

We believe that these high costs are the result of the cost structure of incumbents. With expensive brick-and-mortar bank branch networks, antiquated technology, large employee bases, and inefficient customer acquisition strategies, legacy institutions have significant costs to serve their customers, which drives the high price that customers have to pay for access to their services. By leveraging world-class technology and harnessing the power of data and artificial intelligence, we believe that we have dramatically reduced the costs to serve customers in this market. Through this structural advantage, we are able to provide increased access to banking and credit products at lower costs, resulting in a much stronger value proposition to our Members.

Comparability of Financial Information

Our future results of operations and financial position may not be comparable to historical results as a result of the consummation of the Business Combination.

Key Factors Affecting Operating Results

Our future operating results and cash flows are dependent upon a number of opportunities, challenges and other factors, including Member growth and activity, product expansion, competition, industry trends and general economic conditions.

Member Growth and Activity

We have made significant investments in our platform, and our business is dependent on continued Member growth, as well as our ability to offer new products and services and generate additional revenues from our existing Members using such additional products and services. Member growth and activity are critical to our ability to increase our scale, capture market share and earn an attractive return on our technology, product and marketing investments. Growth in Members and Member activity will depend heavily on our ability to continue to offer attractive products and services and the success of our marketing and Member acquisition efforts.

Product Expansion

We aim to develop and offer a best-in-class financial services platform with integrated products and services that improve the financial well-being of our Members. We have invested and continue to make significant investments in the development, improvement and marketing of our financial products and are focused on continual growth in the number of products we offer that are utilized by our Members.

Competition

We face competition from several financial services-oriented institutions. In our reportable segment, as well as in potential new lines of business, we may compete with more established institutions, some of which have more financial resources. We compete at multiple levels, including competition among other financial institutions and lenders in our ExtraCash business, competition for deposits in and debit card spending from our Dave Banking product from traditional banks and digital banking products and competition for subscribers to our personal financial management tools. Some of our competitors may at times seek to increase their market share by undercutting pricing terms prevalent in that market, which could adversely affect our market share for any of our products and services or require us to incur higher member acquisition costs.

Concentration

We rely on agreements with Evolve Bank & Trust, our primary bank partner, and Coastal Community Bank to provide ExtraCash and other deposit accounts, debit card services and other transaction services to us and our Members. See Part II, Item 1A. "Risk Factors" for additional information.

Industry Trends/General Economic Conditions

We expect economic cycles to affect our business, financial performance, and financial condition. Macroeconomic conditions, including, but not limited to, regulatory uncertainty, fluctuating interest rates, inflation, tariffs, unemployment rates, consumer sentiment and market volatility may impact consumer spending behavior and consumer demand for financial products. Although business operations have not been materially impacted as of the date of this report, our business, financial condition, results of operations and prospects may be adversely affected due to the ongoing nature of these macroeconomic factors. Interest rates have remained elevated over the last two years, which has increased the costs of borrowing on our Debt Facility. Higher interest rates also often lead to higher payment obligations, which may reduce the ability of Members to repay their ExtraCash and, therefore, lead to increased delinquencies, write-offs and decreased recoveries. We also believe that higher interest rates may increase demand for ExtraCash as consumers seek additional sources of liquidity to help them fund higher costs of living. Additionally, higher levels of unemployment could adversely impact Members' income levels and, hence, the ability of Members to repay, which could lead to deterioration in credit performance. We believe that our underwriting engine is well positioned to evaluate credit risk in a higher unemployment environment as it analyzes bank account transaction data to assess, nearly in real-time, changes in Members' income, spending, savings, and employment status. We also believe that demand for ExtraCash may increase in periods of higher unemployment as consumers seek additional sources of liquidity to help them meet their financial obligations.

Key Components of Statements of Operations

Basis of presentation

Currently, we conduct business through one operating segment which constitutes a single reportable segment. For more information about our basis of presentation, refer to Note 2 in the accompanying condensed consolidated financial statements of Dave included in this report.

During the three months ended June 30, 2025, we revised the presentation of certain items within its condensed consolidated statement of operations. These changes have been applied retrospectively to all periods presented and did not impact previously reported net income or earnings per share.

Specifically:

Financial network and transaction costs now appear as a separate line item within operating expenses (formerly included in other operating expenses).
Advertising and marketing is now presented as advertising and activation under operating expenses and includes Member activation costs (activation costs were formerly included in processing and servicing costs and other operating expenses).
Technology and infrastructure costs now appear as a separate line item within operating expenses (formerly included in other operating expenses).

Operating Revenues

Service based revenue, net

Service based revenue, net primarily consists of optional processing fees, optional tips, overdraft service fees and subscriptions charged to Members, net of processor-related costs associated with ExtraCash disbursements. Service based revenue, net also consists of lead generation fees from our Side Hustle advertising partners and revenue share from our surveys partner. We discontinued optional tips from our business model in February 2025.

Transaction based revenue, net

Transaction based revenue, net primarily consists of interchange and ATM revenues from our Checking Product, net of interchange fees, ATM-related fees and interest earned by Members. Also included in transaction based revenue are fees earned from funding and withdrawal-related transactions, maintenance fees on inactive accounts, volume support from a certain co-branded agreement and deposit referral fees that are recognized at the point in time the transactions occur, as the performance obligations are satisfied and the variable consideration is not constrained.

Operating expenses

We classify our operating expenses into the following seven categories:

Provision for Credit Losses

The provision for credit losses primarily consists of an allowance for expected credit losses at a level estimated to be adequate to absorb credit losses inherent in the outstanding ExtraCash receivables, inclusive of outstanding processing and overdraft service fees and tips, along with outstanding amounts aged over 120 days or which become uncollectible based on information available to us during the period. We currently estimate the allowance balance required using historical loss and collections experience, and, if relevant, the nature and volume of the portfolio, economic conditions, and other factors such as collections trends and cash collections received subsequent to the balance sheet date. Changes to the allowance have a direct impact on the provision for credit losses in the condensed consolidated statement of operations. We consider ExtraCash receivables aged more than 120 days or which become uncollectible based on information available to us as impaired. All impaired ExtraCash receivables are deemed uncollectible and subsequently written off and are a direct reduction to the allowance for credit losses. Subsequent recoveries, if any, of ExtraCash receivables written-off are recorded as a reduction to the provision for credit losses in the condensed consolidated statements of operations when collected.

Processing and Servicing Costs

Processing and servicing costs consist of fees paid to our processing partners for the recovery of ExtraCash, optional processing fees, optional tips, overdraft service fees and subscriptions. These expenses also include costs paid for services to connect Members' bank accounts to our application. Except for processing and servicing costs associated with ExtraCash originations which are recorded net against revenue, all other processing and service costs are expensed as incurred.

Financial Network and Transaction Costs

Financial network and transaction costs primarily consist of program management fees, card network association fees, payment processing costs, losses related to Member-disputed transactions, bank card fees and fraud-related losses.

Advertising and Activation Costs

Advertising and activation expenses primarily consist of fees paid to our advertising and marketing platform partners for online, social media, and television campaigns, as well as promotional partnerships. These expenses also include activation-related costs, such as third-party fees (e.g., Plaid) incurred to onboard new Members to our platform. Advertising and activation costs are expensed as incurred, even though they may provide benefits over an extended period.

Compensation and Benefits

Compensation and benefits expenses represent the compensation, inclusive of stock-based compensation and benefits, that we provide to our employees and the payments we make to third-party contractors. While we have an in-house customer service function, we employ third-party contractors to conduct call center operations and manage routine customer service inquiries and support.

Technology and Infrastructure

Technology and infrastructure costs are associated with third-party Software-as-a-Service ("SaaS") solutions, including cloud-based platforms that support the development, maintenance, scalability, and security of our products and internal systems.

Other Operating Expenses

Other operating expenses primarily include charitable commitments, depreciation and amortization of property and equipment and intangible assets, legal fees and settlements, rent, sales tax-related costs, office expenses, public relations, professional services, travel and entertainment, and insurance. These costs generally reflect our investments in infrastructure, business development, risk management, and internal controls. As such, they may fluctuate based on strategic priorities and are not always directly correlated with revenue or transaction volume.

Other (income) expenses

Other (income) expenses consist of interest income, interest expense, gain on extinguishment of debt, changes in fair value of earnout liabilities and changes in fair value of warrant liabilities.

Provision (benefit) for income taxes

Provision (benefit) for income taxes consists of the federal and state corporate income taxes accrued on income resulting from the sale of our services.

Results of Operations

Comparison of the three months ended September 30, 2025 and 2024

Operating revenues

For the Three Months Ended

Change

(in thousands, except for percentages)

September 30,

$

%

2025

2024

2025/2024

2025/2024

Service based revenue, net

Processing and overdraft service fees, net

$

129,195

$

58,659

$

70,536

120

%

Tips

-

18,296

(18,296

)

-100

%

Subscriptions

9,950

6,333

3,617

57

%

Other

84

102

(18

)

-18

%

Transaction based revenue, net

11,496

9,099

2,397

26

%

Total

$

150,725

$

92,489

$

58,236

63

%

Service based revenue, net-

Processing and Overdraft Service fees, net

Processing and overdraft service fees, net of processing and servicing costs associated with ExtraCash originations, totaled $129.2 million for the three months ended September 30, 2025, representing an increase of $70.5 million, or 120%, compared to $58.7 million for the three months ended September 30, 2024. The increase was primarily driven by an approximate 17% increase in average

monthly transacting Members, an increase in total ExtraCash origination volume from approximately $1.4 billion to approximately $2.0 billion, a rise in the average ExtraCash amounts that increased from $172 to $207 period over period, and increases to our fee structure that took place during February 2025. In addition, both the average processing and overdraft service fees and percentage of Members who elected to expedite ExtraCash disbursements increased modestly during the current period. We expect processing and overdraft service fees to continue to increase in line with growth in ExtraCash volume and Member engagement.

Tips

Tips decreased $18.3 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 due to the elimination of the Member tipping option in February 2025.

Subscriptions

Subscription revenue totaled $10.0 million for the three months ended September 30, 2025, an increase of $3.6 million, or 57%, compared to $6.3 million for the three months ended September 30, 2024. The increase was primarily attributable to the growth in the number of paying Members on our platform, in addition to subscription fee increases that took place during June 2025.

Transaction based revenue, net

Transaction based revenue, net, was $11.5 million for the three months ended September 30, 2025, an increase of $2.4 million, or 26%, compared to $9.1 million for the three months ended September 30, 2024. The increase was primarily driven by interchange revenue resulting from the growth in Members engaging with our Checking Product and increased card spend and transaction volume, which rose approximately 25% period over period. Additionally, transaction based revenue, net increased due to maintenance fees on inactive accounts and fees earned due to Member's higher withdrawal-related transaction volume.

Operating expenses

For the Three Months Ended

Change

(in thousands, except for percentages)

September 30,

$

%

2025

2024

2025/2024

2025/2024

Provision for credit losses

$

29,846

$

13,680

$

16,166

118

%

Processing and servicing costs

9,404

8,398

1,006

12

%

Financial network and transaction costs

7,378

6,237

1,141

18

%

Advertising and activation costs

18,911

14,925

3,986

27

%

Compensation and benefits

24,842

30,439

(5,597

)

-18

%

Technology and infrastructure

3,192

2,848

344

12

%

Other operating expenses

11,254

13,412

(2,158

)

-16

%

Total

$

104,827

$

89,939

$

14,888

17

%

Provision for credit losses-The provision for credit losses was $29.8 million for the three months ended September 30, 2025, compared to $13.7 million for the three months ended September 30, 2024, resulting in an increase of $16.2 million, or 118%. This increase reflects expected growth in ExtraCash volume, continued expansion of the Member base, and credit performance trends aligned with the portfolio's maturation. Loss rates during the quarter increased moderately, consistent with expectations given portfolio maturation, growth dynamics, and our strategic emphasis on gross profit optimization.

The period-over-period increase in provision expense comprises two principal drivers consistent with anticipated portfolio dynamics. Provision expense for ExtraCash receivables aged over 120 days and those deemed uncollectible increased by $9.1 million, reflecting higher receivable volumes and loss timing in line with a growing Member base and the expected seasoning of the receivables portfolio. Provision expense related to ExtraCash receivables aged 120 days and under increased $7.1 million, driven primarily by higher outstanding balances and the anticipated loss patterns characteristic of the quarter. These increases correspond to a 17% rise in average transacting Members, an increase in average ExtraCash amounts from $172 to $207, and growth in total ExtraCash origination volume from approximately $1.4 billion to $2.0 billion for the three months ended September 30, 2024 and 2025, respectively.

Management continues to refine ExtraCash eligibility requirements, enhance new Member conversion processes, and strengthen risk detection capabilities to align with expected credit performance trends across varying economic and seasonal conditions. Under the current expected credit loss (CECL) model, management estimates lifetime expected credit losses based on historical experience, current conditions, and reasonable and supportable forecasts. Our CECL methodology pools ExtraCash receivables based on shared risk characteristics, such as vintage and payment behavior, and applies historical loss rates adjusted for observed and forecasted trends, including quarter-specific seasonal effects.

The outstanding balance of ExtraCash receivables is subject to variability based on differences in Member activity over the trailing 120-day measurement period, including intra-quarter seasonal shifts. Additionally, the calendar day on which a quarter ends materially affects provision expense due to intra-week fluctuations in outstanding balances. This inherent timing effect contributes to variability in our quarterly provision for credit losses.

Historical loss rates used in provision assumptions increased moderately for the three months ended September 30, 2025, reflecting expected shifts in collection performance and higher realized loss rates during the period compared to the prior year quarter. Changes in these historical loss rates, as well as actual collection metrics, directly affect both the allowance for credit losses and the corresponding provision. All uncollectible ExtraCash receivables are written off against the allowance for credit losses, reducing the allowance accordingly.

For additional details on the aging composition of ExtraCash receivables and a complete roll-forward analysis of the allowance for credit losses, refer to the detailed tables presented in Note 6 - ExtraCash Receivables, Net in the accompanying condensed consolidated financial statements.

Processing and service costs-Processing and servicing costs totaled $9.4 million for the three months ended September 30, 2025, compared to $8.4 million for the three months ended September 30, 2024. The increase of $1.0 million, or 12%, was primarily driven by cost increases from ExtraCash origination volume from $1.4 billion to approximately $2.0 billion for the three months ended September 30, 2024 and 2025, respectively, offset by cost savings due to price reductions and rebates from our processors and card network partners.

Financial network and transaction costs-Financial network and transaction costs totaled $7.4 million for the three months ended September 30, 2025, compared to $6.2 million for the three months ended September 30, 2024. The increase of $1.1 million, or 18%, was primarily driven by increases in debit card network fees and debit card processing costs due to a 25% increase in spend-related transaction volume period over period, partially offset by decreases in negative balance expenses due to continued fraud mitigation efforts.

Advertising and activation costs -Advertising and activation costs totaled $18.9 million for the three months ended September 30, 2025, compared to $14.9 million for the three months ended September 30, 2024. The increase of $4.0 million, or 27%, was primarily driven by strategic marketing investments aimed at efficiently acquiring and engaging new Members, supported by increased seasonal activity during the quarter. Spending levels increased from the summer marketing period, reflecting sustained campaign momentum into early fall. We continued to emphasize performance-driven marketing execution, utilizing advanced measurement and attribution tools to optimize budget allocation. Enhanced channel optimization, creative testing, and real-time performance monitoring supported disciplined resource deployment focused on maintaining efficiency and maximizing return on marketing investment.

Compensation and benefits-Compensation and benefits expenses totaled $24.8 million for the three months ended September 30, 2025, compared to $30.4 million for the three months ended September 30, 2024. The decrease of $5.6 million, or 18%, was primarily attributable to the following:

a decrease in stock-based compensation of $6.2 million, primarily due to the vesting of certain performance based restricted stock units during the three months ended September 30, 2024, compared to the three months ended September 30, 2025, in addition to reductions in stock-based compensation expense related to restricted stock units and stock options granted in prior years that have fully vested; offset by
an increase in temporary labor and contractor costs of $0.5 million, as we continued to leverage specialized skills and flexible workforce arrangements to support key operating initiatives and capacity needs during the three months ended September 30, 2025.

Technology and infrastructure-Technology and infrastructure expenses totaled $3.2 million for the three months ended September 30, 2025, compared to $2.9 million for the three months ended September 30, 2024. The increase of $0.3 million, or 12%, was primarily driven by increased investment levels in supporting the reliability, security, and scalability of our systems. Management continues to focus on efficiency and operational resilience in technology-related spend, ensuring that resources are aligned with business growth, cybersecurity, and customer needs.

Other operating expenses-Other operating expenses totaled $11.3 million for the three months ended September 30, 2025, compared to $13.4 million for the three months ended September 30, 2024. The decrease of $2.1 million, or 16%, was primarily attributable to the following:

a decrease in legal expenses of $1.3 million primarily attributable to $2.5 million in lower settlement-related expenses, partially offset by an increase in general legal and litigation expenses of $1.2 million compared to the prior period. The
current period includes approximately $10.9 million in litigation and settlement-related expenses, which were partially offset by approximately $5.0 million in related insurance receivables; and
a decrease in charitable contributions of $1.3 million due to the elimination of the Member tipping option during February 2025; offset by
an increase in professional service fees of $0.3 million related to expenditures for external consulting and compliance-related services resulting from our ongoing initiatives to support key operational and regulatory priorities, including enhancement of processes, internal controls, and adherence to applicable reporting standards.

Other (income) expenses

For the Three Months Ended

Change

(in thousands, except for percentages)

September 30,

$

%

2025

2024

2025/2024

2025/2024

Interest income

$

(294

)

$

(439

)

$

145

-33

%

Interest expense

1,789

1,964

(175

)

-9

%

Changes in fair value of earnout liabilities

(4,841

)

(17

)

(4,824

)

28376

%

Changes in fair value of public and private warrant liabilities

(9,186

)

203

(9,389

)

-4625

%

Total

$

(12,532

)

$

1,711

$

(14,243

)

-832

%

Interest income-Interest income totaled $0.3 million for the three months ended September 30, 2025, compared to $0.4 million for the three months ended September 30, 2024. The decrease of $0.1 million, or 33%, was primarily driven by an overall decline in interest rates.

Interest expense-Interest expense totaled $1.8 million for the three months ended September 30, 2025, compared to $2.0 million for the three months ended September 30, 2024. The decrease of $0.2 million, or 9%, was primarily driven by an overall decline in interest rates.

Changes in fair value of earnout liability-Changes in fair value of earnout liabilities resulted in benefit of $4.8 million for three months ended September 30, 2025, compared to a benefit of $0.02 million for the three months ended September 30, 2024. The increase of $4.8 million was primarily driven by a fair value adjustment related to the earnout shares liability, which is sensitive to fluctuations in our Class A common stock price. While our stock has generally appreciated over the last 12 months, a decrease in the price during the three months ended September 30, 2025 led to a remeasurement of the liability at a lower fair value, resulting in a benefit recognized during the period.

Changes in fair value of warrant liability-Changes in the fair value of our warrant liability resulted in a benefit of $9.2 million for the three months ended September 30, 2025, compared to an expense of $0.2 million for the three months ended September 30, 2024. The decrease of $9.4 million was primarily driven by fair value adjustments related to our public and private warrant liabilities, which are remeasured each period based on changes in the DAVEW warrant price and our Class A common stock price. The warrant liability decreased in value during the current quarter due to a significant decrease in the DAVEW warrant price and our Class A common stock price during the third quarter of 2025, which led to a remeasurement of the liability at a lower fair value, resulting in a significant benefit recognized during the period.

Provision (benefit) for income taxes

For the Three Months Ended

Change

(in thousands, except for percentages)

September 30,

$

%

2025

2024

2025/2024

2025/2024

Provision (benefit) for income taxes

(33,642)

373

(34,015)

9119%

Total

$(33,642)

$373

$(34,015)

9119%

Provision (benefit) for income taxes for the three months ended September 30, 2025 decreased by approximately $34.0 million, or (9,119)%, compared to the three months ended September 30, 2024. The decrease was primarily due to the release of $27.4 million of our valuation allowance on deferred tax assets, as a discrete tax benefit during the three months ended September 30, 2025, and the increase in stock-based compensation deductions as a result of our Company's appreciated stock price.

Results of Operations

Comparison of the nine months ended September 30, 2025 and 2024

Operating revenues

For the Nine Months Ended

Change

(in thousands, except for percentages)

September 30,

$

%

2025

2024

2025/2024

2025/2024

Service based revenue, net

Processing and overdraft service fees, net

$

326,106

$

152,850

$

173,256

113

%

Tips

7,496

49,284

(41,788

)

-85

%

Subscriptions

24,820

18,127

6,693

37

%

Other

251

342

(91

)

-27

%

Transaction based revenue, net

31,788

25,633

6,155

24

%

Total

$

390,461

$

246,236

$

144,225

59

%

Service based revenue, net-

Processing and Overdraft Service fees, net

Processing and overdraft service fees, net, which consists of processing and servicing costs associated with ExtraCash originations, totaled $326.1 million for the nine months ended September 30, 2025, representing an increase of $173.3 million, or 113%, compared to $152.9 million for the nine months ended September 30, 2024. The increase was primarily driven by an approximately 16% increase in average monthly transacting Members, an increase in total ExtraCash origination volume from approximately $3.6 billion to approximately $5.3 billion, a rise in the average ExtraCash amounts that increased from $166 to $202 period over period and increases to our fee structure that took place during February 2025. In addition, both the average processing and overdraft service fees and percentage of Members who elected to expedite ExtraCash disbursements increased modestly during the current period. We expect processing and overdraft service fees to continue to increase in line with growth in ExtraCash volume and Member engagement.

Tips

Tips totaled $7.5 million for the nine months ended September 30, 2025, representing a decrease of $41.8 million, or 85%, compared to $49.3 million for the nine months ended September 30, 2024. The decline was primarily due to the elimination of the Member tipping option in February 2025.

Subscriptions

Subscription revenue totaled $24.8 million for the nine months ended September 30, 2025, an increase of $6.7 million, or 37%, compared to $18.1 million for the nine months ended September 30, 2024. The increase was primarily attributable to the growth in the number of paying Members on our platform, in addition to subscription fee increases that took place during June 2025.

Transaction based revenue, net

Transaction based revenue, net, was $31.8 million for the nine months ended September 30, 2025 an increase of $6.2 million, or 24%, compared to $25.6 million for the nine months ended September 30, 2024. The increase was primarily driven by higher interchange revenue, resulting from the growth in Members engaging with our Checking Product, as well as increased card spend and transaction volume, which rose approximately 25% period over period. Additionally, transaction based revenue, net increased due to maintenance fees on inactive accounts and fees earned from higher Members' funding and withdrawal-related transactions. These increases were partially offset by a $0.2 million increase in interest due to Members.

Operating expenses

For the Nine Months Ended

Change

(in thousands, except for percentages)

September 30,

$

%

2025

2024

2025/2024

2025/2024

Provision for credit losses

$

65,744

$

37,988

$

27,756

73

%

Processing and servicing costs

23,561

23,351

210

1

%

Financial network and transaction costs

21,644

19,087

2,557

13

%

Advertising and activation costs

46,297

38,745

7,552

19

%

Compensation and benefits

78,523

79,019

(496

)

-1

%

Technology and infrastructure

8,812

8,352

460

6

%

Other operating expenses

23,751

26,076

(2,325

)

-9

%

Total

$

268,332

$

232,618

$

35,714

15

%

Provision for credit losses-The provision for credit losses was $65.7 million for the nine months ended September 30, 2025, compared to $38.0 million for the nine months ended September 30, 2024, resulting in an increase of $27.8 million, or 73%. This increase reflects the anticipated impact of year-over-year growth in ExtraCash volume, continued expansion of our Member base, and credit performance trends consistent with the portfolio's expected maturation. Loss rates during the quarter increased moderately, consistent with expectations given portfolio maturation, growth dynamics, and our strategic emphasis on gross profit optimization.

The period-over-period increase in provision expense comprises two principal drivers aligned with management's expectations and historical seasonality. Provision expense for ExtraCash receivables aged over 120 days and those deemed uncollectible increased by $11.0 million, attributable to higher receivable volumes and loss timing consistent with a growing Member base and maturing loan portfolio. Provision expense related to ExtraCash receivables aged 120 days and under increased $16.7 million, reflecting increased outstanding balances and periodic elevation in loss rates that occur seasonally. In aggregate, these factors reflect the anticipated impact of portfolio expansion, the weighted average ExtraCash balance increasing from $166 to $202, and the rise in total ExtraCash origination volume from $3.6 billion to $5.3 billion for the nine months ended September 30, 2024 and 2025, respectively.

Management regularly updates ExtraCash eligibility requirements, new Member conversion processes, and risk detection capabilities to align with expected loss emergence patterns and to respond to economic conditions and seasonal shifts in Member activity. Under the current expected credit loss (CECL) model, management estimates lifetime expected credit losses based on historical experience, current conditions, and reasonable and supportable forecasts. Our CECL methodology pools ExtraCash receivables based on shared risk characteristics, such as vintage and payment behavior, and applies historical loss rates adjusted for observed and forecasted economic trends, including anticipated seasonal effects.

The outstanding balance of ExtraCash receivables is subject to variability based on seasonal differences in Member activity across the trailing 120-day measurement period. Additionally, the calendar day on which a quarter ends can materially affect provision expense due to intra-week fluctuations in outstanding balances. This inherent timing effect, together with the seasonal pattern of origination and loss emergence, contributes to variability in our quarterly provision for credit losses.

Historical loss rates used in provision assumptions increased marginally for the nine months ended September 30, 2025, reflecting expected shifts in collection performance and higher realized loss rates compared to the prior period. Changes in these historical loss rates directly affect both the allowance for credit losses and the corresponding provision. All uncollectible ExtraCash receivables are written off against the allowance for credit losses, reducing the allowance accordingly.

For additional details regarding the aging composition of ExtraCash receivables and a complete roll-forward analysis of the allowance for credit losses, refer to the detailed tables presented in Note 6 - ExtraCash Receivables, Net in the accompanying condensed consolidated financial statements.

Processing and service costs-Processing and service costs totaled $23.6 million for the nine months ended September 30, 2025 compared to $23.4 million for the nine months ended September 30, 2024. The increase of $0.2 million, or 1%, was primarily driven by increases in ExtraCash origination volume from $3.6 billion to approximately $5.3 billion, partially offset by cost savings due to price reductions from our processors and rebates from our card network partners.

Financial network and transaction costs-Financial network and transaction costs totaled $21.6 million for the nine months ended September 30, 2025, compared to $19.1 million for the nine months ended September 30, 2024. The increase of $2.6 million, or 13%, was primarily driven by increases in debit card network fees and debit card processing costs due to a 25% increase in transaction volume period over period, partially offset by decreases in negative balance expenses due to continued fraud mitigation efforts.

Advertising and activation costs -Advertising and activation expenses totaled $46.3 million for the nine months ended September 30, 2025, compared to $38.7 million for the nine months ended September 30, 2024. The increase of $7.6 million, or 19%, was primarily driven by continued investment in marketing initiatives designed to efficiently acquire and engage new Members, combined with

planned spending adjustments reflecting seasonal demand patterns across the year. In particular, advertising outlays continued to increase into the early fall compared to the summer periods to capture heightened customer activity for ExtraCash and other growth products, supported by tailored campaign timing and channel optimization strategies. Marketing deployment remained data-driven and responsive to seasonal shifts in consumer engagement, with resource allocation guided by real-time performance insights and evolving demand trends. We continue to focus on balancing marketing intensity in high-demand periods with disciplined cost management during lower-activity intervals in an effort to maximize efficiency and return on investment.

Compensation and benefits-Compensation and benefits expenses totaled $78.5 million for the nine months ended September 30, 2025, compared to $79.0 million for the nine months ended September 30, 2024. The decrease of $0.5 million, or 1%, was primarily attributable to the following:

a decrease in stock-based compensation of $4.2 million, primarily due to the vesting of certain performance-based restricted stock units during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2025, in addition to reductions in stock-based compensation expense related to restricted stock units and stock options granted in prior years that have fully vested; offset by
an increase in payroll related costs of $2.9 million, primarily due to increased compensation, employer related taxes and performance bonuses during the nine months ended September 30, 2025; and
an increase in temporary labor and contractor costs of $0.8 million, as we continued to leverage specialized skills and flexible workforce arrangements to support key operating initiatives and capacity needs.

Technology and infrastructure-Technology and infrastructure expenses totaled $8.8 million for the nine months ended September 30, 2025, compared to $8.4 million for the nine months ended September 30, 2024. The increase of $0.4 million, or 6%, was primarily driven by increased investment levels in supporting the reliability, security, and scalability of our systems. Management continues to focus on efficiency and operational resilience in technology-related spend, ensuring that resources are aligned with business growth, cybersecurity, and customer needs.

Other operating expenses-Other operating expenses totaled $23.8 million for the nine months ended September 30, 2025, compared to $26.1 million for the nine months ended September 30, 2024. The decrease of $2.3 million, or 9%, was primarily attributable to the following:

a decrease in charitable contributions of $2.7 million due to the elimination of the Member tipping option during February 2025; and
a decrease in amortization expenses of $0.3 million related to increases in capitalized costs relating to internally developed software; offset by
an increase in professional service fees of $0.7 million related to expenditures for external consulting and compliance-related services resulting from our ongoing initiatives to support key operational and regulatory priorities, including enhancement of processes, internal controls, and adherence to applicable reporting standards; and
an increase in legal expenses of $0.1 million primarily attributable to a $2.3 million increase in general legal and litigation expenses, partially offset by $2.2 million in lower settlement-related expenses compared to the prior period. The current period includes approximately $12.8 million in litigation and settlement-related expenses, which were partially offset by approximately $5.0 million in related insurance receivables.

Other (income) expenses

For the Nine Months Ended

Change

(in thousands, except for percentages)

September 30,

$

%

2025

2024

2025/2024

2025/2024

Interest income

$

(1,313

)

$

(2,471

)

$

1,158

-47

%

Interest expense

5,324

6,146

(822

)

-13

%

Gain on extinguishment of convertible debt

-

(33,442

)

33,442

-100

%

Changes in fair value of earnout liabilities

2,655

116

2,539

2189

%

Changes in fair value of public and private warrant liabilities

11,657

408

11,249

2757

%

Total

$

18,323

$

(29,243

)

$

47,566

-163

%

Interest income-Interest income totaled $1.3 million for the nine months ended September 30, 2025, compared to $2.5 million for the nine months ended September 30, 2024. The decrease of $1.2 million, or 47%, was primarily attributable to an average lower total balance of investments held and an overall decline in interest rates during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

Interest expense-Interest expense totaled $5.3 million for the nine months ended September 30, 2025, compared to $6.1 million for the nine months ended September 30, 2024. The decrease of $0.8 million, or 13%, was primarily attributable to an overall decline in interest rates and a reduction of interest expense related to the repurchase of the convertible note with FTX Ventures Ltd. in January 2024.

Gain on extinguishment of convertible debt-The gain on extinguishment of convertible debt totaled $0 for the nine months ended September 30, 2025, compared to $33.4 million for the nine months ended September 30, 2024. The decrease was attributable to the repurchase of the $105.7 million outstanding balance of the convertible note with FTX Ventures Ltd. for $71.0 million in January 2024. The gain was reduced by unamortized debt issuance costs of $0.03 million at the extinguishment date and third-party costs totaling $1.3 million in conjunction with the settlement of the convertible note.

Changes in fair value of earnout liability-Changes in fair value of earnout liabilities resulted in an expense of $2.7 million for the nine months ended September 30, 2025, compared to an expense of $0.1 million for the nine months ended September 30, 2024. The increase of $2.5 million, or 2,189%, was primarily driven by a fair value adjustment related to the earnout shares liability, which is sensitive to fluctuations in our Class A common stock price. While our stock price has generally appreciated over the last 24 months, the increase in our Class A common stock price during the first nine months of 2025 as compared to the increase during the first nine months of 2024 led to a larger remeasurement of the liability at a higher fair value, resulting in the higher expense recognized period over period.

Changes in fair value of warrant liability-Changes in the fair value of our warrant liability resulted in an expense of $11.7 million for the nine months ended September 30, 2025, compared to an expense of $0.4 million for the nine months ended September 30, 2024. The increase of $11.2 million, or 2,757%, was primarily driven by fair value adjustments related to our public and private warrant liabilities, which are remeasured each period based on changes in the DAVEW warrant price and our Class A common stock price. The warrant liability increased in value during the first nine months of 2025 due to a significant increase in the DAVEW warrant price and our Class A common stock price during the first nine months of 2025 as compared to the first nine months of 2024, which led to a remeasurement of the liability at a higher fair value, resulting in the higher expense recognized period over period.

Provision (benefit) for income taxes

For the Nine Months Ended

Change

(in thousands, except for percentages)

September 30,

$

%

2025

2024

2025/2024

2025/2024

Provision (benefit) for income taxes

(26,118)

1,794

(27,912)

-1556%

Total

$(26,118)

$1,794

$(27,912)

-1556%

Provision (benefit) for income taxes for the nine months ended September 30, 2025, decreased by approximately $27.9 million, or (1,556)%, compared to the nine months ended September 30, 2024. The decrease was primarily due to the release of $27.4 million of our valuation allowance on deferred tax assets, as a discrete tax benefit during the three months ended September 30, 2025, and the increase in stock-based compensation deductions as a result of our Company's appreciated stock price.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe the following non-GAAP measure is useful in evaluating our operational performance. We use the following non-GAAP measure to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that the non-GAAP financial information may be helpful in assessing our operating performance and facilitates an alternative comparison among fiscal periods. The non-GAAP financial measure is not, and should not be viewed as, a substitute for GAAP reporting measures.

Adjusted EBITDA

"Adjusted EBITDA" is defined as net income adjusted for interest income or expense, provision (benefit) for income taxes, depreciation and amortization, stock-based compensation, dormant account fees, gain on extinguishment of convertible debt, changes in fair value of earnout liabilities, changes in fair value of public and private warrant liabilities, legal settlement and litigation

expenses, and other non-recurring items determined by management. Adjusted EBITDA is intended as a supplemental measure of our performance that is neither required by, nor presented in accordance with, GAAP.

We believe that the use of Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that when evaluating Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating this measure. In addition, our presentation of this measure should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because not all companies calculate Adjusted EBITDA in the same fashion.

Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA on a supplemental basis. You should review the reconciliation of net income to Adjusted EBITDA below, and no single financial measure should be relied upon to evaluate our business.

The following table reconciles net income to Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024, respectively:

For the Three Months Ended

(in thousands)

September 30,

2025

2024

Net income

$

92,072

$

466

Interest expense, net

1,495

1,525

Provision (benefit) for income taxes

(33,642

)

373

Depreciation and amortization

1,842

1,803

Stock-based compensation

7,209

13,359

Account inactivity fees

(813

)

-

Legal settlement and litigation expenses

4,500

7,000

Changes in fair value of earnout liabilities

(4,841

)

(17

)

Changes in fair value of public and private warrant liabilities

(9,186

)

203

Adjusted EBITDA

$

58,636

$

24,712

For the Nine Months Ended

(in thousands)

September 30,

2025

2024

Net income

$

129,924

$

41,067

Interest expense, net

4,011

3,675

Provision (benefit) for income taxes

(26,118

)

1,794

Depreciation and amortization

4,924

5,235

Stock-based compensation

23,011

27,195

Account inactivity fees

(813

)

-

Legal settlement and litigation expenses

4,500

7,000

Gain on extinguishment of convertible debt

-

(33,442

)

Changes in fair value of earnout liabilities

2,655

116

Changes in fair value of public and private warrant liabilities

11,657

408

Adjusted EBITDA

$

153,751

$

53,048

Liquidity and Capital Resources

Sources of Liquidity and Capital Resources

We have historically financed our operations through cash receipts from service and transaction-based revenues, equity financings, borrowings under our Debt Facility, and proceeds from our business combination. As of September 30, 2025 and December 31, 2024, our cash and cash equivalents, marketable securities, investments and restricted cash totaled $93.6 million and $91.9 million, respectively.

We have achieved profitability and generated positive net income in recent periods. However, we may incur net losses in future periods as we continue to expand and enhance our financial platform in accordance with our strategic operating plan and capital allocation priorities.

Our ability to access additional capital when needed is not assured. If capital is not available when and in the amounts needed, we could be required to delay, scale back or abandon development programs and operations, which could materially harm our business prospects and financial condition.

Liquidity Assessment

We believe our current cash position is sufficient to meet working capital requirements, capital expenditures and fund operations for at least 12 months from the date of this report. We may pursue additional capital through private or public equity or debt financings. The amount and timing of future funding requirements will depend on various factors, including the pace and results of our product development and market expansion efforts.

No assurances can be provided that additional funding will be available on terms acceptable to us, if at all. If we are unable to raise additional capital as needed, we may need to significantly curtail operations, modify strategic plans, or dispose of certain operations or assets.

Share Repurchase Authorization

In March 2025, our Board of Directors authorized a share repurchase program under which we could repurchase up to $50.0 million of our outstanding Class A common stock (the "March Repurchase Plan"). In March 2025, we repurchased 81,370 Class A common shares for an aggregate cost of $6.9 million. In August 2025, 132,155 Class A common shares were purchased for an aggregate cost of $25.0 million under the March Repurchase Plan. These repurchases were funded using general corporate funds and classified as treasury stock.

In August 2025, our Board of Directors authorized a share repurchase program under which we may repurchase up to $125.0 million of our outstanding Class A common stock (the "August Repurchase Plan"), which replaced the March Repurchase Plan. Prior to being replaced, $18.1 million remained available for share repurchases under the March Repurchase Plan. The repurchases may be conducted through open market transactions, privately negotiated transactions, block trades, one or more Rule 10b5-1 trading plans or other means our management deems appropriate. The program is part of our capital allocation strategy to return capital to shareholders and manage dilution from equity compensation. The timing, price, and volume of repurchases are subject to management's discretion and depend on market conditions, legal requirements, and other factors. We may suspend or discontinue the program at any time without prior notice. The program has no expiration date.

As of September 30, 2025, there was $125.0 million available for share repurchases under the August Repurchase Plan.

Material Cash Requirements

In the normal course of business, we enter into various agreements with vendors that may subject us to minimum annual requirements. We believe we will be able to adequately fulfill these obligations through cash generated from operations and existing cash balances. We do not have any "off-balance sheet arrangements," as defined by SEC regulations.

We maintain leased office locations despite implementing a remote workforce strategy. We are required to make contractual payments until our operating leases are terminated or expire. Our remaining leases have terms of approximately 0.25 to 3.1 years as of September 30, 2025, with a total lease liability of $0.3 million. See Note 12, Leases.

We expect to continue generating ExtraCash primarily using balance sheet cash and our Debt Facility as needed. Monthly interest payments are required on term loan borrowings under the Debt Facility. At September 30, 2025, $75.0 million of term loans were outstanding. See Note 10, Debt Facility.

We have recorded accruals related to certain legal contingencies as of September 30, 2025, reflecting management's best estimate of probable and reasonably estimable losses from ongoing legal proceedings. While we do not expect these matters to materially impair our liquidity, they represent known future cash uses and are reviewed and adjusted as developments warrant. See Note 12, Commitments and Contingencies.

We may use cash to acquire businesses and technologies. The nature of these transactions makes it difficult to predict the amount and timing of such cash requirements.

Cash Flows Summary

(in thousands)

For the Nine Months Ended September 30,

Total cash provided by (used in):

2025

2024

Operating activities

$

196,731

$

83,423

Investing activities

(151,919

)

(19,028

)

Financing activities

(44,459

)

(70,868

)

Net increase (decrease) in cash and cash equivalents and restricted cash

$

353

$

(6,473

)

Cash Flows From Operating Activities

During the nine months ended September 30, 2025, net cash provided by operating activities increased compared to the nine months ended September 30, 2024 due to increases in operating revenues and a reduction in various operating expenses across the organization. Net cash provided by operating activities for the nine months ended September 30, 2025 included net income of $129.9 million, and excluding non-cash impacts, included an increase in legal settlement accruals of $9.0 million, an increase in other non-current liabilities of $2.1 million, an increase in accounts payable of $1.1 million, and an increase in other current liabilities of $0.5 million. These changes were offset by an increase in ExtraCash receivables, service based revenue of $12.6 million, an increase in prepaid expenses and other current assets of $9.8 million, and a decrease in accrued expenses of $1.4 million.

During the nine months ended September 30, 2024, net cash provided by operating activities increased compared to the nine months ended September 30, 2023 due to increases in operating revenues and a reduction in various operating expenses across the organization. Net cash provided by operating activities for the nine months ended September 30, 2024 included net income of $41.1 million, and excluding non-cash impacts, included an increase in legal settlement accruals of $3.8 million, an increase in accounts payable of $2.9 million, an increase in other non-current liabilities of $2.8 million, an increase in accrued expenses of $4.5 million, and a decrease in prepaid income taxes of $0.1 million. These changes were offset by an increase in prepaid expenses and other current assets of $6.0 million and an increase in ExtraCash receivables, service based revenue of $3.7 million.

Cash Flows From Investing Activities

During the nine months ended September 30, 2025, net cash used in investing activities was $151.9 million. This included the purchases of investments of $169.7 million, net ExtraCash originations and collections of $145.6 million, and payments related to internally developed software costs of $4.8 million. These changes were offset by the sale and maturity of investments of $168.3 million.

During the nine months ended September 30, 2024, net cash used in investing activities was $19.0 million. This included the purchases of investments of $74.8 million, purchases of marketable securities of $59.3 million, net ExtraCash originations and collections of $87.0 million and payments related to internally developed software costs and property and equipment of $5.5 million. These changes were offset by the sale and maturity of investments of $147.7 million and sale of marketable securities of $60.1 million.

Cash Flows From Financing Activities

During the nine months ended September 30, 2025, net cash used in financing activities was $44.5 million, which consisted of the $13.3 million for the payment of taxes for shares withheld related to net share settlements and $31.9 million related to repurchases of Class A Common Stock, offset by $0.7 million for proceeds received for stock option exercises.

During the nine months ended September 30, 2024, net cash used in financing activities was $70.9 million, which consisted of the $71.8 million paydown of the FTX Ventures Ltd. convertible note and associated costs, offset by $0.9 million for proceeds received for stock option exercises.

Critical Accounting Estimates

Our condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, as well as the reported revenues and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our critical accounting estimates and assumptions are evaluated on an ongoing basis, including those related to the following:

(i) Allowance for credit losses; and

(ii) Income taxes.

Actual results may differ from these estimates under different assumptions or conditions. We believe that the accounting estimates discussed below are critical to understanding our historical and future performance, as these estimates relate to the more significant areas involving management's judgments and estimates. For further details, please refer to Note 2 in our accompanying condensed consolidated financial statements for the three months ended September 30, 2025 and 2024 included in this Form 10-Q.

While our significant accounting estimates are described in the notes to our condensed consolidated financial statements, we believe that the following accounting estimates require a greater degree of judgment and complexity and are the most critical to understanding our financial condition and historical and future results of operations.

Allowance for Credit Losses

ExtraCash receivables from contracts with Members as of the balance sheet dates are recorded at their original receivable amounts reduced by an allowance for expected credit losses. We pool our ExtraCash receivables, all of which are short-term in nature and arise from contracts with Members, based on shared risk characteristics to assess their risk of loss, even when that risk is remote. We use an aging method and historical loss rates as a basis for estimating the percentage of current and delinquent ExtraCash receivables balances that will result in credit losses. We consider whether the conditions at the measurement date and reasonable and supportable forecasts about future conditions warrant an adjustment to our historical loss experience. In assessing such adjustments, we primarily evaluate current economic conditions, expectations of near-term economic trends and changes in customer payment terms and collection trends. For the measurement dates presented herein, given our methods of collecting funds, and that we have not observed meaningful changes in our customers' payment behavior, we determined that our historical loss rates remained most indicative of our lifetime expected losses. We immediately recognize an allowance for expected credit losses upon the origination of the ExtraCash receivable. Adjustments to the allowance each period for changes in the estimate of lifetime expected credit losses are recognized in operating expenses-provision for credit losses in the consolidated statements of operations.

When we determine that an ExtraCash receivable is not collectible, the uncollectible amount is written-off as a reduction to both the allowance and the gross asset balance. Subsequent recoveries are recorded when received and are recorded as a recovery of the allowance for expected credit losses. Any change in circumstances related to a specific ExtraCash receivable may result in an additional allowance for expected credit losses being recognized in the period in which the change occurs.

Income Taxes

We follow ASC 740, Income Taxes ("ASC 740"), which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the period in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more-likely-than-not that the asset will not be realized.

The effective tax rate used for interim periods is the estimated annual effective tax rate, based on the current estimate of full year results, except that those taxes related to specific discrete events, if any, are recorded in the interim period in which they occur. The annual effective tax rate is based upon several significant estimates and judgments, including our estimated annual pre-tax income in each tax jurisdiction in which it operates, and the development of tax planning strategies during the year. In addition, our tax expense can be impacted by changes in tax rates or laws and other factors that cannot be predicted with certainty. As such, there can be significant volatility in interim tax provisions and/or benefits.

ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not that the position will be sustained in a court of last resort, based on the technical merits. If more-likely-than-not, the amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized upon examination, including compromise settlements. For tax positions not meeting the more-likely-than-not threshold, no tax benefit is recorded. We have estimated $2.5 million and $1.8 million of uncertain tax positions as of September 30, 2025 and 2024, respectively, related to state income taxes and federal and state R&D tax credits.

Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense within the statement of operations.

We are subject to income tax in jurisdictions in which we operate, including the United States. For U.S. income tax purposes, we are taxed as a Subchapter C corporation.

We recognize deferred taxes for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. We previously recorded a valuation allowance against our deferred tax assets, net of certain deferred tax liabilities. As of September 30, 2025, based on all available positive and negative evidence, having demonstrated sustained profitability, which is objective and verifiable, and taking into account anticipated future earnings, we have concluded that it is more likely than not that our U.S. federal and state deferred tax assets will be realizable. When a change in valuation allowance is recognized during an interim period, the change in valuation allowance resulting from current year income is included in the annual effective tax rate and the release of valuation allowance supported by projections of future taxable income is recorded as a discrete tax benefit in the interim

period. We released $27.4 million of its valuation allowance as a discrete tax benefit during the three months ended September 30, 2025. We will continue to monitor the need for a valuation allowance against our deferred tax assets on a quarterly basis.

On June 27, 2025, California enacted a new law requiring financial institutions to utilize a single sales factor apportionment method, effective for tax years beginning in 2025. While management is currently evaluating the ultimate impact of this change, we expect that this legislation will reduce our California apportioned income and related state income tax expense beginning in 2025.

On July 4, 2025, new U.S. tax legislation H.R.1, referred to as the One Big Beautiful Bill Act ("OBBBA"), was signed into law. The OBBBA contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense, and accelerated fixed asset depreciation. For 2025, we will have the option to accelerate our previously capitalized and unamortized U.S. research and development costs over a one or two-year period. We are currently assessing the impact on our condensed consolidated financial statements.

Emerging Growth Company Status

We are an "emerging growth company" as defined in Section 2(a) of the Securities Act of 1933, as amended, and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We will no longer qualify as an emerging growth company after December 31, 2025, but expect to continue to take advantage of the benefits of the extended transition period until that date, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. We expect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and non-public companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used. See Note 2 of our accompanying condensed consolidated financial statements included in this report for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the nine months ended September 30, 2025 and 2024.

In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act for emerging growth companies. Subject to certain conditions set forth in the JOBS Act, if we intend to rely on such exemptions, we are not required to, among other things: (a) provide an auditor's attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd- Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the condensed consolidated financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer's compensation to median employee compensation.

Recently Issued Accounting Standards

Refer to Note 2, "Significant Accounting Policies," of our condensed consolidated financial statements included in this report for a discussion of the impact of recent accounting pronouncements.

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