Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director Resignation On January 20, 2026, Imran Khan notified the Company of his intention to resign from the Board of Directors (the “Board”) of Dave Inc. (the “Company”) effective upon the appointment of his successor. Mr.…
Filed Jan 21, 2026Accepted Jan 20, 2026, 6:13 PM ESTCIK 1841408Accession 0001193125-26-016910
Dave (Nasdaq: DAVE) is a U.S. neobank pioneering innovative credit products for everyday Americans. For more information about the Company, visit: www.dave.com. For investor information and updates, visit: investors.dave.com and follow @davebanking on X.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignation
On January 20, 2026, Imran Khan notified the Company of his intention to resign from the Board of Directors (the “Board”) of Dave Inc. (the “Company”) effective upon the appointment of his successor. Mr. Khan’s decision to resign was not related to any disagreement with the Company on any matter relating to its operations, policies or practices.
Director Appointment
On January 20, 2026, the Board appointed Nima Khajehnouri to the Board effective immediately. Mr. Khajehnouri will serve as a Class III director with a term expiring at the Company’s 2027 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or until his earlier resignation or removal. The Board also appointed Mr. Khajehnouri to the Audit Committee of the Board. The Board has determined that Mr. Khajehnouri is an independent director as defined in Section 5605(a) of the Nasdaq Stock Market rules.
Mr. Khajehnouri will be entitled to receive compensation for his services as a non-employee director pursuant to the Dave Inc. Non-Employee Director Compensation Policy, as may be amended from time to time, which for 2026 will consist of $50,000 for his service as a member of the Board and Audit Committee, pro-rated based on his start date. Additionally, as an inducement for Mr. Khajehnouri’s decision to join the Board in a highly competitive market, Mr. Khajehnouri, although having joined the Board subsequent to December 31st of the prior calendar year, will be eligible to receive a restricted stock unit award under the Dave Inc. Amended and Restated 2021 Equity Incentive Plan with a grant date value of $165,000 and such other terms as are applicable to the annual restricted stock unit awards granted to the Company’s outside directors. Mr. Khajehnouri will enter into the Company’s standard form of indemnification agreement.
There are no arrangements or understandings between Mr. Khajehnouri and any other person pursuant to which he was appointed as a director of the Company, and there is no family relationship between Mr. Khajehnouri and any of the Company’s other directors or executive officers. In addition, Mr. Khajehnouri does not have an interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K.
Board and Committee Leadership Transitions
The Board also announced Mike Pope has been appointed Lead Independent Director, succeeding Brendan Carroll, who remains a member of the Board. Additionally, Andrea Mitchell has been named Chair of the Nominating and Corporate Governance Committee, replacing Mr. Pope, who will continue to serve as a member of the committee.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On January 20, 2026, the Company issued a press release announcing Mr. Khajehnouri’s appointment and the board changes described above. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Filed exhibits (1)
EX-99.1 (by filename) dave-ex99_1.htm
Exhibit 99.1
Dave Inc. Appoints Nima Khajehnouri to Board of Directors; Announces Board Leadership Transitions
Los Angeles, January 20, 2026 -- Dave Inc. (“Dave” or the “Company”) (Nasdaq: DAVE), one of the nation's leading neobanks, today announced that Nima Khajehnouri, a distinguished leader in artificial intelligence and data engineering, has joined its Board of Directors, effective immediately. Mr. Khajehnouri will serve as a member of the Company’s Audit Committee. Imran Khan, who has served on the Board since August 2023, is stepping down in conjunction with this appointment.
Mr. Khajehnouri brings more than two decades’ experience of leading engineering at some of the world's most influential technology companies. He currently serves as Vice President of Engineering at Meta, having previously been Vice President of Engineering at both Google and Snap. His appointment follows a deliberate search to further strengthen Dave's technical leadership and innovation capabilities, as the Company continues to deploy disruptive technologies to serve millions of Americans.
The Board also announced several Board leadership transitions. Mike Pope, who has served on the Board since 20…