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Form 8-K

sec.gov

8-K — GREEN DOT CORP

Accession: 0001140361-26-025335

Filed: 2026-06-16

Period: 2026-06-16

CIK: 0001386278

SIC: 6199 (FINANCE SERVICES)

Item: Other Events

Documents

8-K — ef20076171_8k.htm (Primary)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ef20076171_8k.htm · Sequence: 1

falseGREEN DOT CORP0001386278DE765-202400013862782026-06-162026-06-16

UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 16, 2026

Green Dot Corporation

(Exact Name of the Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-34819

95-4766827

(Commission File Number)

(IRS Employer Identification No.)

1675 N. Freedom Blvd (200 West) Building 1

Provo,

Utah

84604

(626)

765-2000

(Address of Principal Executive Offices)

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the

following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s):

Name of each exchange on which registered:

Class A Common Stock, $0.001 par value

GDOT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter)

or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

As previously disclosed, on November 23, 2025, Green Dot Corporation, a Delaware corporation (“Green Dot”), entered into an Agreement and Plan

of Merger (the “Merger Agreement”) with CommerceOne Financial Corporation, an Alabama corporation (“CommerceOne”), Compass Sub North, Inc., a newly formed Delaware corporation and a direct, wholly owned subsidiary of CommerceOne (“New CommerceOne” or

the “Combined Company”), Compass Sub East, Inc., a newly formed Delaware corporation and a direct, wholly owned subsidiary of New CommerceOne (“Merger Sub One”), and Compass Sub West, Inc., a newly formed Delaware corporation and an indirect, wholly

owned subsidiary of New CommerceOne (“Merger Sub Two”), pursuant to which, upon the terms and subject to the conditions set forth therein, (i) Merger Sub One will merge with and into CommerceOne and Merger Sub Two will merge with and into Green Dot

(collectively, the “First Mergers”), with CommerceOne and Green Dot, respectively, surviving the First Mergers; and (ii) following the First Mergers, CommerceOne will merge with and into New CommerceOne, with New CommerceOne surviving under the name

“CommerceOne Financial Corporation” (together with the First Mergers, the “Mergers”).

Also on November 23, 2025, Green Dot entered into a Separation Agreement (the “Separation Agreement”) by and among New CommerceOne, Green Dot

and Green Dot OpCo, LLC, a newly formed Delaware limited liability company and affiliate of Smith Ventures, LLC (“OpCo”), pursuant to which, upon the terms and subject to the conditions therein, following the First Mergers, (i) Green Dot will convert

into a limited liability company, (ii) Green Dot will distribute the stock of Green Dot Bank, a Utah-chartered bank and wholly owned subsidiary of Green Dot, to Compass Sub Northwest, Inc., a newly formed Delaware corporation and direct, wholly owned

subsidiary of New CommerceOne, and (iii) OpCo will acquire Green Dot and its non-bank financial technology and related assets and operations (together with the Mergers, the “Proposed Transaction”).

In connection with the Proposed Transaction, New CommerceOne filed with the Securities and Exchange Commission (the “SEC”) on February 9,

2026, a registration statement on Form S-4, File No. 333-293326, as amended on April 7, 2026, May 1, 2026 and May 7, 2026, and which was declared effective by the SEC on May 8, 2026, containing a proxy statement of Green Dot that also constitutes a

prospectus of New CommerceOne. Green Dot filed a definitive proxy statement and New CommerceOne filed a final prospectus with the SEC on May 8, 2026 (the “proxy statement/prospectus”). Green Dot first mailed the proxy statement/prospectus to its

stockholders on or about May 15, 2026.

Green Dot and CommerceOne will each hold a special meeting of stockholders on June 23, 2026 to consider certain proposals related to the

Merger Agreement and the Separation Agreement as further described in the proxy statement/prospectus.

Litigation Related to the Proposed Transaction

Following the announcement of the Proposed Transaction, as of the

date of this Current Report on Form 8-K, three lawsuits challenging the Proposed Transaction have been filed (each, a “Lawsuit” and, collectively, the “Lawsuits”). The first Lawsuit, captioned Phillips v. Green Dot Corporation, et al. (No. 653155/2026), was filed in the Supreme Court of the State of New York on May 27, 2026. The second Lawsuit, captioned Richardson v. Green Dot Corporation, et al. (No. 653180/2026), was filed in the Supreme Court of the State of New York on May 28,

2026. The third Lawsuit, captioned Zaccagnino v. J. Chris Brewster et al. (No. 65838/2026), was filed in the Supreme Court of the State of New York on June 8, 2026.

In addition, Green Dot has received demand letters from counsel representing purported stockholders of Green Dot (the “Demand Letters” and, together with the Lawsuits, the “Matters”). The Matters each allege that, among other things, the proxy

statement/prospectus contains certain disclosure deficiencies and/or incomplete information regarding the Proposed Transaction.

Green Dot and CommerceOne believe that the claims asserted in the Matters are without merit and that no additional disclosure in the proxy

statement/prospectus is required or necessary under applicable laws. However, in order to avoid the risk that the Matters delay or otherwise adversely affect the Proposed Transaction, and to minimize the costs, risks and uncertainties inherent in

litigation, and without admitting any liability or wrongdoing, Green Dot, CommerceOne and New CommerceOne hereby make additional disclosures (the “Supplemental Disclosures”) to supplement the disclosures contained in the proxy statement/prospectus.

Green Dot, CommerceOne, New CommerceOne and their respective boards of directors deny all allegations in the Matters that any additional disclosure was or is required or that they have violated any laws or breached any duties to stockholders in

connection with the proxy statement/prospectus, and none of the Supplemental Disclosures nor any other disclosure in this Current Report on Form 8-K should be construed as an admission of the legal necessity or materiality under applicable laws of

any Supplemental Disclosures.

Supplemental Disclosures to the Proxy Statement/Prospectus

The Supplemental Disclosures set forth below supplements the proxy statement/prospectus and should be read in conjunction with the proxy

statement/prospectus, which should be read in its entirety. To the extent that information herein differs from or updates information contained in the proxy statement/prospectus, the information contained herein supersedes the information contained

in the proxy statement/prospectus. Except as otherwise described in the below Supplemental Disclosures or the documents referred to, contained in or incorporated by reference herein, the proxy statement/prospectus, the annexes to the proxy

statement/prospectus and the documents referred to, contained in or incorporated by reference in the proxy statement/prospectus are not otherwise modified, supplemented or amended. All page references below are to pages in the proxy

statement/prospectus, and terms used below shall have the meanings set forth in the proxy statement/prospectus (unless otherwise defined below). For clarity, new text within restated paragraphs and tables from the proxy statement/prospectus is

underlined, while deleted text is stricken-through.

1.

The disclosure under the section entitled “The Mergers—Background of the Mergers and the Payments Sale” in the proxy

statement/prospectus is hereby amended by adding the following underlined language in the fifth full paragraph on page 134 of the proxy statement/prospectus:

On June 18, 2025, representatives of Stephens contacted representatives of Citi to inform Citi that Smith Ventures was partnering with

CommerceOne in order to better facilitate and structure a potential strategic transaction with Green Dot and to discuss the possibility of a joint transaction proposal by Smith Ventures and CommerceOne. CommerceOne subsequently executed an NDA with

Green Dot on June 19, 2025 and was provided access to due diligence materials. The NDA executed with CommerceOne contained substantially similar terms to the NDAs

entered into with the other potentially interested parties.

2.

The disclosure under the section entitled “The Mergers—Opinion of Green Dot’s Financial Advisor—Summary of Financial Analyses of

Citi—The Green Dot Merger Consideration—Selected Public Companies Analysis—Combined Company” in the proxy statement/prospectus is hereby amended by adding (i) the following underlined language in the fourth paragraph and (ii) the “Price /

Tangible Book Value Per Diluted Share” for each of the selected companies to the table, in each case, on page 148 of the proxy statement/prospectus:

The selected companies (and corresponding multiples) considered

by Citi for its analysis of the Combined Company were:

Selected Companies

Price / Tangible Book

Value Per Diluted Share

Axos Financial, Inc.

1.81x

The Bancorp, Inc.

3.58x

Pathward Financial, Inc.

2.94x

Coastal Financial Corporation

3.40x

MVB Financial Corp.

1.05x

FinWise Bancorp

1.41x

Medallion Financial Corp.

0.73x

3.

The disclosure under the section entitled “The Mergers—Opinion of Green Dot’s Financial Advisor—Summary of Financial Analyses of

Citi—The Green Dot Merger Consideration—Dividend Discount Analysis—Combined Company” in the proxy statement/prospectus is hereby amended by adding the following underlined language in the last paragraph beginning on page 148 of the proxy

statement/prospectus:

Citi performed a dividend discount analysis of the Combined Company by calculating the estimated present value (as of June 30, 2026) of (i)

the dividends that the Combined Company was forecasted to generate during the six months ending December 31, 2026 and the years ending December 31, 2027 through December 31, 2031 based on the Adjusted Combined Company Projections (including certain pro forma effects of the Mergers anticipated by Green Dot management) and (ii) a range of estimated terminal values for the Combined Company.

Based on its professional judgment and experience, Citi applied a perpetuity growth rate of 2.0% to 3.0% to the Combined Company’s estimated dividends for the terminal year period, based on the Adjusted Combined Company Projections. The undiscounted terminal value indicated by this analysis, assuming a 2.5% perpetuity growth rate (the midpoint of the selected range) and an 11.5% discount rate (the

midpoint of the selected range noted below), was $996 million. The present value (as of June 30, 2026) of the dividends and implied terminal values were then calculated using a selected range of discount rates of 11.00% to 12.00% (selected by Citi using its professional judgment and experience and application of the capital asset pricing model). This analysis indicated an approximate

implied equity value reference range for the Combined Company of $590 million to $755 million. Accounting for the approximate 72.2% ownership in the Combined Company by Green Dot stockholders as of immediately following the consummation of the

Mergers and the $8.11 of per share cash consideration, this analysis indicated a range of implied value for the Green Dot Merger Consideration of $15.45 to $17.51.

4.

The disclosure under the section entitled “The Mergers—Opinion of Green Dot’s Financial Advisor—Summary of Financial Analyses of

Citi—Green Dot—Selected Public Companies Analysis” in the proxy statement/prospectus is hereby amended by adding (i) the following underlined language in the second full paragraph, (ii) the “Price / 2026E Adjusted EPS” for each of the

selected companies to the table and (iii) the “Price / Tangible Book Value Per Diluted Share” for each of the selected companies to the table, in each case, on page 149 of the proxy statement/prospectus:

The selected companies (and corresponding multiples) considered

by Citi for its analysis of Green Dot were:

Selected Companies

Price / 2026E

Adjusted EPS

Price / Tangible Book

Value Per Diluted Share

Axos Financial, Inc.

8.5x

1.81x

The Bancorp, Inc.

9.1x

3.58x

Pathward Financial, Inc.

7.7x

2.94x

Coastal Financial Corporation

16.1x

3.40x

MVB Financial Corp.

11.8x

1.05x

FinWise Bancorp

9.2x

1.41x

Medallion Financial Corp.

5.3x

0.73x

5.

The disclosure under the section entitled “The Mergers—Opinion of Green Dot’s Financial Advisor—Summary of Financial Analyses of

Citi—Green Dot—Dividend Discount Analysis” in the proxy statement/prospectus is hereby amended by adding the following underlined language in the last paragraph beginning on page 149 of the proxy statement/prospectus:

Citi performed a dividend discount analysis of Green Dot by calculating the estimated present value (as of September 30, 2025) of (i) the

dividends that Green Dot was forecasted to generate during the three months ending December 31, 2025 and the years ending December 31, 2026 through December 31, 2031 based on the Green Dot Prospective Financial Information and (ii) a range of

estimated terminal values for Green Dot. Based on its professional judgment and experience, Citi applied a perpetuity growth rate of 2.0% to 3.0% to Green Dot’s estimated dividends for the terminal year period, based on the Green Dot Prospective

Financial Information. The undiscounted terminal value indicated by

this analysis, assuming a 2.5% perpetuity growth rate (the midpoint of the selected range) and a 12.63% discount rate (the midpoint of the selected range noted below), was $1,160 million. The present values (as of September 30, 2025)

of the dividends and implied terminal values were then calculated using a selected range of discount rates of 12.00% to 13.25% (selected by Citi using its professional

judgment and experience and application of the capital asset pricing model). This analysis indicated an approximate implied per share equity value reference range, rounded to the nearest $0.05, for Green Dot Class A Common Stock of

$13.15 to $16.30, as compared to the ranges of value for the Green Dot Merger Consideration indicated by Citi’s analyses described under “—Summary of

Financial Analyses of Citi—The Green Dot Merger Consideration.”

6.

The disclosure under the section entitled “The Mergers—Opinion of Green Dot’s Financial Advisor—Summary of Financial Analyses of

Citi—Green Dot—Present Value of Future Share Price Analysis” in the proxy statement/prospectus is hereby amended by adding the following underlined language to the fourth sentence of the first full paragraph on page 150 of the proxy

statement/prospectus:

Citi discounted the resulting future equity values per share to September 30, 2025 using a discount rate equal to the midpoint of the range

of Green Dot’s assumed cost of equity of 12.6% (which cost of equity was selected based on the application of Citi’s professional judgment and experience and application

of the capital asset pricing model).

7.

The disclosure under the section entitled “The Mergers—Opinion of Green Dot’s Financial Advisor—Summary of Financial Analyses of

Citi—Certain Additional Information—Equity Research Analyst Price Targets” in the proxy statement/prospectus is hereby amended by adding the following underlined language to and deleting the stricken-through language from the third and fourth

sentences to the fourth full paragraph on page 150 of the proxy statement/prospectus:

The range of undiscounted sell-side

analyst price targets for shares of Green Dot Class A Common Stock was $18.00 to $20.00 per share by the two analysts were $18.00 per share and $20.00

per share. To facilitate a comparison with the Green Dot Merger Consideration, Citi discounted the price target range to present value by applying, for a one-year discount period, an illustrative discount rate of 12.63%, which was

selected by Citi based on Green Dot’s assumed cost of equity and application of the capital asset pricing model.

8.

The disclosure under the section entitled “The Mergers—Opinion of Green Dot’s Financial Advisor—Summary of Financial Analyses of

Citi—Certain Additional Information—Premiums Paid Analysis” in the proxy statement/prospectus is hereby amended by adding the following underlined language to the first sentence of the last paragraph beginning on page 150 of the proxy

statement/prospectus:

Citi reviewed one-day premiums to the unaffected share price reflected in approximately 850 control acquisitions of U.S. public companies from January 1, 2015 through November 21, 2025.

9.

The disclosure under the section entitled “The Mergers—Opinion of Green Dot’s Financial Advisor—Miscellaneous” in the proxy

statement/prospectus is hereby amended by adding the following underlined language to and deleting the stricken-through language from the first sentence of the first full paragraph on page 151 of the proxy statement/prospectus:

Citi has acted as financial advisor to Green Dot in connection with the transactions contemplated by the Merger Agreement and the

Separation Agreement and will receive an aggregate fee, estimated based on information available as of the date of this proxy statement/prospectus, to be approximately $1314 million for such services, of which $3 million was

payable in connection with the delivery of Citi’s opinion to the Green Dot Board and a significant portion of which $11 million is contingent upon the consummation of the transactions contemplated by the Merger Agreement and the Separation Agreement.

10.

The disclosure under the section entitled “The Mergers—Opinion of CommerceOne’s Financial Advisor—Green Dot Selected Public

Companies Analysis—BaaS Group” in the proxy statement/prospectus is hereby amended by replacing the previously included list of BaaS Group companies on page 154 of the proxy statement/prospectus with the following table and underlined

language:

Green Dot Selected Companies Analysis – BaaS Group(1):

Institution

Key Financial Metrics

Market Data

90-Day

Price /

Total

TCE /

LTM

LTM

LTM

Effcy.

NPAs /

Market

Daily

LTM

2026E

Assets

TA

ROAA

ROAE

NIM

Ratio

Assets

Cap.

Avg. Vol.

TBV

EPS(1)

EPS(1)

Company Name

($MMs)

(%)

(%)

(%)

(%)

(%)

(%)

($MMs)

(Shares)

(%)

(x)

(x)

The Bancorp, Inc.

8,599

9.04

2.55

27.81

4.37

31.4

1.53

2,724.2

629,958

355.4

12.9

9.6

Metropolitan Bank Holding Corp.

8,234

8.78

0.83

8.74

3.76

57.2

1.33

751.2

104,526

104.9

12.7

7.6

Central Pacific Financial Corp.

7,421

7.92

0.90

11.86

3.35

61.1

0.19

797.0

146,515

135.9

12.2

9.4

Pathward Financial, Inc.

7,172

7.98

2.47

23.56

7.34

67.5

1.15

1,598.6

185,085

291.9

8.9

8.3

Republic Bancorp, Inc.

7,015

14.95

1.80

12.27

5.03

51.9

0.33

1,325.2

22,767

127.1

10.4

11.1

Midland States Bancorp, Inc.

6,912

6.61

(2.09)

(23.36)

3.53

58.8

0.95

341.2

146,268

74.8

NM

6.0

Triumph Financial, Inc.

6,357

7.87

0.16

1.10

6.46

90.5

1.09

1,272.5

239,149

271.8

NM

NM

First Internet Bancorp

5,639

5.93

(0.56)

(8.47)

1.96

62.4

0.72

168.0

55,905

50.5

NM

4.8

Third Coast Bancshares, Inc.

5,062

8.51

1.28

12.87

3.96

56.3

0.38

515.6

70,141

120.1

10.4

9.6

Coastal Financial Corporation

4,553

10.44

1.10

11.08

7.18

51.3

0.59

1,554.0

117,646

326.8

NM

15.7

MVB Financial Corp.

3,233

10.06

1.00

10.65

3.58

96.2

0.83

327.9

35,009

100.6

10.6

13.1

Cass Information Systems, Inc.

2,454

9.17

1.34

13.35

3.71

78.4

1.14

544.3

78,337

244.5

17.9

14.3

Esquire Financial Holdings, Inc.

2,184

12.78

2.46

19.68

5.97

48.5

0.40

813.4

65,634

307.3

17.6

16.0

(1)

Financial data as of or for the LTM period ended September 30, 2025 and recent market data as of November 21, 2025

o

The 25th percentile, median (50th percentile), and 75th percentile metrics reflected in Performance Trust’s analysis were calculated directly from the financial and

market data for the selected companies set forth in the table above. For each metric, the values for all companies in the group were ranked in ascending order, and the 25th percentile, median (50th percentile), and 75th percentile were

determined using standard statistical interpolation across the ranked dataset. For any metric where a selected company’s value was not meaningful ("NM"), that company was excluded from the percentile calculation for that metric only; all

other metrics for that company were included in their respective calculations.

o

Performance Trust's analysis was based on the market-based metrics set forth in the table above, which were selected using Performance Trust’s professional judgment

as the most relevant indicators of relative valuation for the selected companies.

11.

The disclosure under the section entitled “The Mergers—Opinion of CommerceOne’s Financial Advisor—Green Dot Selected Public

Companies Analysis—Traditional Group” in the proxy statement/prospectus is hereby amended by replacing the previously included list of Traditional Group companies on page 155 of the proxy statement/prospectus with the following table and

underlined language:

Green Dot Selected Companies Analysis – Traditional Group(1):

Institution

Key Financial Metrics

Market Data

90-Day

Price /

Total

TCE /

LTM

LTM

LTM

Effcy.

NPAs /

Market

Daily

LTM

2026E

Assets

TA

ROAA

ROAE

NIM

Ratio

Assets

Cap.

Avg. Vol.

TBV

EPS(1)

EPS(1)

Company Name

($MMs)

(%)

(%)

(%)

(%)

(%)

(%)

($MMs)

(Shares)

(%)

(x)

(x)

Camden National Corporation

6,982

7.09

0.86

9.31

3.00

56.0

0.12

675.4

68,780

140.4

11.4

7.5

Northpointe Bancshares, Inc.

6,840

7.65

1.21

12.78

2.39

57.0

0.76

562.9

148,881

107.6

8.6

6.1

Shore Bancshares, Inc.

6,278

7.80

0.94

10.27

3.26

58.4

0.44

554.2

146,328

114.9

9.8

8.6

SmartFinancial, Inc.

5,785

7.78

0.87

9.15

3.25

65.3

0.21

607.4

58,250

137.2

13.0

10.6

Bridgewater Bancshares, Inc.

5,360

7.71

0.80

8.72

2.52

52.8

0.19

468.7

108,040

113.8

12.8

9.3

Alerus Financial Corporation

5,331

8.24

0.95

10.01

3.40

66.5

1.13

551.9

75,482

128.6

11.1

8.9

Peoples Financial Services Corp.

5,160

7.99

1.05

10.93

3.49

56.6

0.34

483.9

29,965

119.8

9.2

7.7

Bar Harbor Bankshares

4,717

7.94

0.87

7.62

3.29

60.8

0.25

494.8

53,737

136.6

12.8

8.5

Arrow Financial Corporation

4,587

8.60

0.79

8.51

3.08

62.6

0.13

498.5

43,138

127.0

14.6

8.9

West Bancorporation, Inc.

3,985

6.40

0.80

13.76

2.22

56.8

0.00

371.5

36,783

145.6

11.5

9.1

Community West Bancshares

3,612

8.33

0.95

9.04

4.07

62.1

0.20

425.5

61,073

145.5

12.5

9.5

Farmers & Merchants Bancorp, Inc.

3,391

8.21

0.95

9.24

3.12

62.2

0.15

339.5

19,776

126.7

10.8

9.6

Bankwell Financial Group, Inc.

3,244

8.93

0.90

10.40

2.96

55.3

0.56

345.0

32,414

122.1

12.3

8.7

FS Bancorp, Inc.

3,209

8.94

1.05

10.89

4.32

65.4

0.63

298.8

15,748

106.3

9.8

8.9

The First Bancorp, Inc.

3,198

7.70

0.99

12.03

2.53

53.3

0.59

287.2

20,159

117.7

9.1

NA

Colony Bankcorp, Inc.

3,153

8.00

0.89

9.79

3.01

66.3

0.32

293.3

55,093

118.5

10.6

8.0

Citizens Financial Services, Inc.

3,056

8.09

1.12

10.30

3.40

58.9

0.75

274.9

8,854

114.5

8.1

7.8

(1)

Financial data as of or for the LTM period ended September 30, 2025 and recent market data as of November 21, 2025

o

The 25th percentile, median (50th percentile), and 75th percentile metrics reflected in Performance Trust’s analysis were calculated directly from the financial and

market data for the selected companies set forth in the table above. For each metric, the values for all companies in the group were ranked in ascending order, and the 25th percentile, median (50th percentile), and 75th percentile were

determined using standard statistical interpolation across the ranked dataset. For any metric where a selected company’s value was not meaningful ("NM"), that company was excluded from the percentile calculation for that metric only; all

other metrics for that company were included in their respective calculations.

o

Performance Trust’s analysis was based on the market-based metrics set forth in the table above, which were selected using Performance Trust’s professional judgment

as the most relevant indicators of relative valuation for the selected companies.

12.

The disclosure under the section entitled “The Mergers—Opinion of CommerceOne’s Financial Advisor—Green Dot Comparable Selected

Precedent Transactions” in the proxy statement/prospectus is hereby amended by replacing the previously included list of Green Dot Selected Transactions group transactions on page 156 of the proxy statement/prospectus with the following table

and underlined language:

Green Dot Comparable Selected Transactions:

Acquiror

Target

Transaction Details

Total

Total

TCE /

LTM

LTM

NPAs /

Transaction

Price /

Close

Assets

Assets

TA

ROAA

ROAE

Assets

Value

TBV

LTM

EPS

Date

Name

($MMs)

Name

($MMs)

(%)

(%)

(%)

(%)

($MMs)

(%)

(x)

02/13/26

Nicolet Bankshares, Inc.

9,029

MidWestOne Financial Group, Inc.

6,250

8.36

0.94

10.09

0.52

866.3

165.7

14.7

07/01/25

Independent Bank Corp.

19,408

Enterprise Bancorp, Inc.

4,743

7.65

0.77

10.88

0.55

564.2

154.5

15.5

06/01/25

ConnectOne Bancorp, Inc.

9,724

The First of Long Island Corporation

4,209

8.93

0.52

5.97

0.06

280.8

74.3

12.7

04/01/25

Renasant Corporation

17,510

The First Bancshares, Inc.

7,966

8.33

0.95

8.14

0.25

1,176.9

184.0

15.5

02/28/25

WesBanco, Inc.

18,128

Premier Financial Corp.

8,779

7.95

0.92

8.26

0.74

994.8

146.0

12.5

07/12/24

Eastern Bankshares, Inc.

21,583

Cambridge Bancorp

5,490

8.41

0.84

9.08

0.13

527.1

114.5

11.1

04/01/24

Atlantic Union Bankshares Corp.

20,602

American National Bankshares Inc.

3,113

7.94

1.09

10.32

0.04

444.0

184.7

13.2

02/29/24

Washington Federal, Inc.

20,772

Luther Burbank Corporation

7,922

8.50

1.22

13.35

0.06

653.7

97.0

7.3

03/01/22

SouthState Corporation

40,376

Atlantic Capital Bancshares, Inc.

3,780

8.80

1.28

12.80

0.45

545.3

162.4

12.5

01/01/22

WSFS Financial Corporation

14,334

Bryn Mawr Bank Corporation

5,432

8.08

0.64

5.32

0.23

989.9

228.8

29.8

o

The 25th percentile, median (50th percentile), and 75th percentile transaction metrics reflected in Performance Trust’s analysis were calculated directly from the

transaction data set forth in the table above. For each metric (including Price/TBV and LTM EPS multiples), the values for all transactions in the group were ranked in ascending order, and the 25th percentile, median (50th percentile), and

75th percentile were determined using standard statistical interpolation across the ranked dataset. No transactions were excluded from the percentile calculations after the initial transaction group was established.

o

Performance Trust’s analysis was based on the transaction metrics set forth in the table above, which were selected using Performance Trust’s professional judgment

as the most relevant indicators of relative valuation for the selected transactions.

13.

The disclosure under the section entitled “The Mergers—Opinion of CommerceOne’s Financial Advisor—Green Dot Dividend Discount

Analysis” in the proxy statement/prospectus is hereby amended by (i) deleting the stricken-through last sentence of the first full paragraph and (ii) adding the following underlined language as a new paragraph following the first full

paragraph, in each case, on page 157 of the proxy statement/prospectus:

Performance Trust performed a standalone analysis that estimated the net present value of potential dividends that could be distributed to

holders of Green Dot Common Stock during the period reflected in the Green Dot Projections and a terminal value per share for Green Dot. Performance Trust calculated the amount of such dividends by assuming (i) Green Dot performed in accordance with

the Green Dot Projections and (ii) maintenance of a TCE/TA of 8.50% on a standalone basis (as selected by Performance Trust using its professional judgment and experience after taking into account the details of the Green Dot Merger and observed

median ratios for the Green Dot peer groups based on public filings (see tables under Green Dot Comparable Selected Companies Analysis)). To derive an estimate of terminal value per share of Green Dot Common Stock at December 31, 2029, Performance

Trust applied multiples of projected December 31, 2029 TBV ranging from 110% to 130% and projected terminal 2029E Price-to-Earnings (“P/E”) multiple ranging from 9.0x to 11.0x, based on the approximate median multiple for Green Dot comparable public

companies. The terminal values and estimated dividends were then discounted to present values using discount rates ranging from 11.03% to 13.03%, which were selected using Performance Trust’s professional judgment and experience. As illustrated in the following tables, the analysis indicated a range of per share values of Green Dot Common Stock of $6.17 to $8.09 based on TBV multiple terminal

value methodology and $9.03 to $12.13 based on P/E multiple terminal value methodology.

The terminal Price-to-Tangible Book Value and Price-to-Earnings multiples selected in the dividend discount model analysis were derived

from, and are consistent with, the trading multiples observed across the selected group of publicly traded comparable companies as of the valuation date. This approach reflects standard valuation practices, under which terminal multiples are

benchmarked to observable market data for companies with similar financial profiles, business characteristics, and risk attributes.

14.

The disclosure under the section entitled “The Mergers—Opinion of CommerceOne’s Financial Advisor—CommerceOne Selected Companies

Analysis” in the proxy statement/prospectus is hereby amended by replacing the previously included list of selected companies on page 157 of the proxy statement/prospectus with the following table and underlined language:

CommerceOne Selected Companies Analysis(1):

Institution

Key Financial Metrics

Market Data

90-Day

Price /

Total

TCE /

LTM

LTM

LTM

Effcy.

NPAs /

Market

Daily

LTM

2026E

Assets

TA

ROAA

ROAE

NIM

Ratio

Assets

Cap.

Avg. Vol.

TBV

EPS(2)

EPS(2)

Company Name

($MMs)

(%)

(%)

(%)

(%)

(%)

(%)

($MMs)

(Shares)

(%)

(x)

(x)

Bank7 Corp.

1,891

12.22

2.44

19.45

5.03

39.7

0.71

396.4

16,366

172.5

9.3

9.9

National Bankshares, Inc.

1,802

9.32

0.72

7.90

2.51

63.3

0.11

193.1

8,908

115.7

14.9

10.8

Citizens Community Bancorp, Inc.

1,727

9.13

0.73

7.10

3.02

70.1

0.96

161.5

27,031

106.5

13.0

9.4

CB Financial Services, Inc.

1,546

9.29

0.18

1.82

3.38

56.1

0.15

170.4

10,071

119.1

NM

10.4

Chain Bridge Bancorp, Inc.

1,534

10.63

1.29

12.35

3.44

56.2

0.00

202.6

9,868

124.2

10.8

7.6

Riverview Bancorp, Inc.

1,510

9.20

0.31

2.92

2.70

88.7

0.58

109.8

56,841

81.2

24.0

26.5

SB Financial Group, Inc.

1,496

7.35

0.94

10.38

3.43

70.8

0.32

133.1

17,355

123.5

10.0

8.6

GBank Financial Holdings Inc.

1,301

12.16

1.61

12.73

4.41

56.8

0.78

474.3

44,516

298.0

25.2

12.2

Provident Financial Holdings, Inc.

1,231

10.43

0.49

4.63

2.95

78.4

0.15

98.1

7,438

76.9

16.8

14.2

FinWise Bancorp

900

20.59

1.91

8.46

8.73

56.4

4.94

242.1

14,748

131.0

16.8

10.7

United Bancorp, Inc.

868

7.48

1.36

17.61

3.59

57.6

0.66

74.8

3,862

117.3

10.0

8.4

(1)

Financial data as of or for the LTM period ended September 30, 2025 and recent market data as of November 21, 2025

(2)

P/E multiples greater than 30.0x deemed not meaningful (“NM”)

o

The 25th percentile, median (50th percentile), and 75th percentile metrics reflected in Performance Trust’s analysis were calculated directly from the financial and

market data for the selected companies set forth in the table above. For each metric, the values for all companies in the group were ranked in ascending order, and the 25th percentile, median (50th percentile), and 75th percentile were

determined using standard statistical interpolation across the ranked dataset. For any metric where a selected company’s value was not meaningful ("NM"), that company was excluded from the percentile calculation for that metric only; all

other metrics for that company were included in their respective calculations.

o

Performance Trust’s analysis was based on the market-based metrics set forth in the table above, which were selected using Performance Trust’s professional judgment

as the most relevant indicators of relative valuation for the selected companies.

15.

The disclosure under the section entitled “The Mergers—Opinion of CommerceOne’s Financial Advisor—CommerceOne Comparable Selected

Precedent Transactions” in the proxy statement/prospectus is hereby amended by replacing the previously included list of CommerceOne Selected Transactions group transactions on page 159 of the proxy statement/prospectus with the following

table and underlined language:

CommerceOne Selected Transactions:

Buyer

Target

Transaction Details

Total

Total

TCE /

LTM

LTM

NPAs /

Transaction

Price /

Core Dep.

Close

Assets

Assets

TA

ROAA

ROAE

Assets

Value

TBV

LTM EPS

Prem. (1)

Date

Name

($MMs)

Name

($MMs)

(%)

(%)

(%)

(%)

($MMs)

(%)

(x)

(%)

02/27/26

Mid Penn Bancorp, Inc.

6,355

1st Colonial Bancorp, Inc.

877

9.42

1.02

10.90

0.82

99.1

116.4

11.7

2.4

12/31/25

Mercantile Bank Corporation

6,181

Eastern Michigan Financial Corporation

505

10.43

1.38

15.13

0.24

96.1

165.4

11.6

9.7

05/01/25

Cadence Bank

47,019

FCB Financial Corp.

589

12.78

1.97

16.49

1.20

105.8

174.3

9.8

10.4

04/30/25

Glacier Bancorp, Inc.

27,903

Bank of Idaho Holding Company

1,328

9.46

1.09

11.08

0.16

246.2

186.7

17.3

12.5

04/01/24

Central Valley Community Bancorp

2,435

Community West Bancshares

1,131

9.96

1.05

10.22

0.09

100.1

88.0

8.7

(1.4)

04/01/24

Prosperity Bancshares, Inc.

37,844

Lone Star State Bancshares, Inc.

1,305

9.35

1.42

12.73

0.02

226.4

187.0

14.4

11.4

02/10/23

Bank First Corporation

2,961

Hometown Bancorp, Ltd.

645

11.11

1.39

11.59

0.22

123.9

210.9

14.3

12.1

08/26/22

Nicolet Bankshares, Inc.

7,695

Charter Bankshares, Inc.

1,136

12.09

1.24

10.47

0.52

158.0

169.9

11.8

7.8

10/07/22

Hometown Financial Group MHC

3,645

Randolph Bancorp, Inc.

803

12.56

1.29

9.31

0.48

148.3

136.9

14.4

9.0

01/01/22

German American Bancorp, Inc.

5,349

Citizens Union Bancorp of Shelbyville, Inc.

1,074

9.31

1.06

10.81

0.67

155.0

156.0

14.1

6.3

11/30/21

Arbor Bancorp, Inc.

2,561

FNBH Bancorp, Inc.

647

10.26

1.11

10.11

0.26

116.6

175.7

17.5

9.2

03/07/22

Stock Yards Bancorp, Inc.

6,088

Commonwealth Bancshares, Inc.

1,255

9.30

1.38

14.43

0.35

153.0

166.8

10.4

6.5

01/07/22

CVB Financial Corp.

15,539

Suncrest Bank

1,372

9.87

1.23

9.64

0.36

204.4

151.0

12.6

6.4

12/01/21

Valley National Bancorp

41,178

The Westchester Bank Holding Corp.

1,313

10.06

1.07

10.25

0.21

220.2

169.0

18.1

8.7

11/01/21

Farmers National Banc Corp.

3,325

Cortland Bancorp

792

10.24

1.21

12.41

0.99

124.0

151.4

12.6

6.8

10/08/21

Simmons First National Corporation

23,348

Landmark Community Bank

1,007

10.14

1.08

10.90

0.66

146.4

143.4

14.0

8.0

08/06/21

Seacoast Banking Corporation of FL

8,342

Legacy Bank of Florida

533

10.70

1.15

10.92

0.32

106.6

186.7

18.1

16.2

05/01/21

BancorpSouth Bank

23,555

National United Bancshares, Inc.

749

9.99

1.10

10.53

1.17

114.7

156.3

15.8

6.8

(1)

Core deposits are defined as total deposits excluding certificated deposits greater than $100,000 and brokered deposits

o

The 25th percentile, median (50th percentile), and 75th percentile transaction metrics reflected in Performance Trust’s analysis were calculated directly from the

transaction data set forth in the table above. For each metric (including Price/TBV and LTM EPS multiples), the values for all transactions in the group were ranked in ascending order, and the 25th percentile, median (50th percentile), and

75th percentile were determined using standard statistical interpolation across the ranked dataset. No transactions were excluded from the percentile calculations after the initial transaction group was established.

o

Performance Trust’s analysis was based on the metrics set forth in the table above, which were selected using Performance Trust’s professional judgment as the most

relevant indicators of relative valuation for the selected transactions.

16.

The disclosure under the section entitled “The Mergers—Certain Unaudited Prospective Financial Information—Green Dot

Prospective Financial Information Used by Citi” in the proxy statement/prospectus is hereby amended by adding “Total Assets” and “Total Deposits” of Green Dot for each of the financial years to the first table on page 164 of the proxy

statement/prospectus:

($ in millions, except per share data)

2025E

2026E

2027E

2028E

2029E

2030E

2031E

Total Assets(1)

$

5,619

$

5,619

$

6,177

$

6,669

$

6,818

$

7,495

$

8,121

Total Deposits(1)

$

4,225

$

4,158

$

4,607

$

4,933

$

5,031

$

5,484

$

5,868

Gross Revenue

$

2,038

$

2,043

$

2,247

$

2,352

$

2,407

$

2,627

$

2,810

Net Income

$

(68

)

$

41

$

80

$

116

$

154

$

175

$

192

Tangible Book Value(1)

$

537

$

648

$

793

$

979

$

1,206

$

1,419

$

1,655

Adjusted Earnings per Share(2)

$

1.44

$

1.72

$

2.33

$

2.89

$

3.43

$

3.71

$

3.92

Hypothetical Dividends(3)

$

(30

)(4)

$

26

$

53

$

55

$

120

$

135

$

115

(1)

As of the year-end of applicable calendar year.

(2)

Adjusted for one-time non-recurring items, acquired intangibles amortization expense and equity losses from unconsolidated affiliates.

(3)

Amounts represent the hypothetical dividends assuming all excess tier 1 capital would be distributed to Green Dot stockholders, with excess tier

1 capital calculated based on target tier 1 leverage ratio of 14.3% for the fourth quarter of 2025 and 15.0% for 2026 to 2031.

(4)

Represents figure for fourth quarter of 2025.

17.

The disclosure under the section entitled “The Mergers—Certain Unaudited Prospective Financial Information—Adjusted Combined

Company Projections” in the proxy statement/prospectus is hereby amended by adding “Total Assets” and “Total Deposits” of the Combined Company for each of the financial years to the second table on page 165 of the proxy statement/prospectus:

($ in millions, except per share data)

2026E

2027E

2028E

2029E

2030E

2031E

Total Assets(1)

$

6,243

$

6,581

$

7,871

$

9,094

$

9,776

$

10,265

Total Deposits(1)

$

5,491

$

5,765

$

6,967

$

8,069

$

8,674

$

9,108

Consolidated Net Income

$

(147

)

$

58

$

82

$

114

$

123

$

129

Tangible Book Value(1)

$

522

$

586

$

671

$

788

$

911

$

1,039

Hypothetical Dividends(2)

$

12

$

(28

)

$

6

$

65

$

87

(1)

As of the year-end of applicable calendar year.

(2)

Amounts represent the hypothetical dividends assuming all excess tangible common equity would be distributed to Green Dot stockholders, with excess tangible common equity calculated based on a target common equity to tangible assets

ratio of 8.75% from 2027 to 2031.

Cautionary Notes on Forward-Looking Statements

This Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of, and subject to the

protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are statements that could be deemed to be

forward-looking statements. These forward-looking statements include, but are not limited to, certain plans, expectations, goals, projections, and statements about the benefits or costs of the proposed transactions, the plans, objectives,

expectations and intentions of Green Dot, CommerceOne, and OpCo, including future financial and operating results (including the anticipated impact of the proposed transactions), statements related to the expected timing of the completion of the

proposed transactions, the plans, objectives, expectations and intentions of Compass Sub North, Inc., a newly formed Delaware corporation and a direct, wholly-owned subsidiary of CommerceOne (to be renamed “CommerceOne Financial Corporation” as

part of the proposed transactions), following the consummation of the proposed transactions described herein, and other statements that are not historical facts. You can identify these forward-looking statements through the use of words such as

“expects,” “anticipates,” “targets,” “goals,” “projects,” “predicts,” “forecasts,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “endeavors,” “strives,” “may” and “assumes,” variations of such words and similar expressions of

the future or otherwise regarding the outlook for Green Dot’s, CommerceOne’s or the combined company’s future businesses and financial performance and/or the performance of the banking industry and economy in general.

Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and

unknown risks and uncertainties which may cause the actual results, performance or achievements of Green Dot, CommerceOne or the combined company to be materially different from the future results, performance or achievements expressed or implied

by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, Green Dot or CommerceOne and are subject to significant risks and uncertainties. Actual results may

differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this Current Report on Form 8-K. Many of

these factors are beyond Green Dot’s, CommerceOne’s or the combined company’s ability to control or predict, and there is no assurance that any list of risks and uncertainties or risk factors is complete. These factors include, among others, (1)

the risk that the cost savings and synergies from the proposed transaction may not be fully realized or may take longer than anticipated to be realized, (2) disruption to Green Dot’s business and to CommerceOne’s business as a result of the

announcement and pendency of the proposed transaction, (3) the risk that the integration of Green Dot’s and CommerceOne’s respective businesses and operations, or the separation of Green Dot’s non-bank fintech businesses from Green Dot Bank, will

be materially delayed or will be more costly or difficult than expected, including as a result of unexpected factors or events, (4) the failure to satisfy the conditions to the closing of the transactions among Green Dot, CommerceOne and OpCo,

including the failure to obtain the necessary approvals by the stockholders of Green Dot or CommerceOne, (5) the amount of the costs, fees, expenses and charges related to the transactions, (6) the ability by each of Green Dot, CommerceOne and OpCo

to obtain required governmental approvals of the proposed transactions on the timeline expected, or at all, and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company after the

closing of the proposed transaction or adversely affect the expected benefits of the proposed transactions, (7) reputational risk and the reaction of Green Dot’s or CommerceOne’s customers, suppliers, employees or other business partners to the

proposed transactions, (8) challenges retaining or hiring key personnel following the proposed transactions, (9) any unexpected delay in closing the proposed transactions or the occurrence of any event, change or other circumstances that could give

rise to the termination of the Merger Agreement or Separation Agreement, (10) the dilution caused by the issuance of shares of the combined company’s common stock in the transaction, (11) the possibility that the proposed transactions may be more

expensive to complete than anticipated, including as a result of unexpected factors or events, (12) risks related to management and oversight of the business and operations of the combined company and the separation of Green Dot’s non-bank fintech

business from Green Dot Bank and the combined company, (13) the possibility the combined company is subject to additional regulatory requirements or consent orders as a result of the proposed transactions, (14) the outcome of any legal or

regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against Green Dot, CommerceOne or the combined company, and (15) general competitive, economic, political, regulatory and market

conditions and other factors that may affect future results of Green Dot, CommerceOne and the combined company, including changes in asset quality and credit risk; the inability to sustain or achieve revenue and earnings growth; changes in interest

rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the ability to raise or maintain liquidity, funding, and capital; the impact, extent and timing of technological changes; capital management

activities; fraudulent or other illegal activity involving the products and services of Green Dot, CommerceOne or the combined company; cybersecurity risks, including cyber-attacks or security breaches; fluctuations in operating results; changes in

legislation, regulation, policies or administrative practices and the ability to comply with such changes in a timely manner; and changes in the monetary and fiscal policies of the U.S. Government. Additional factors which could affect future

results of Green Dot can be found in Green Dot’s filings with the Securities and Exchange Commission (the “SEC”), including in Green Dot’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended, under the captions

“Forward-Looking Statements” and “Risk Factors,” and Green Dot’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Undue reliance should not be placed on any forward-looking statements, which are based on current expectations and

speak only as of the date that they are made. Green Dot, CommerceOne and OpCo do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be

required by law.

Additional Information about the Transaction and Where to Find It

New CommerceOne filed a registration statement on Form S-4 (File No. 333-293326) with the SEC on February 10, 2026, as amended on April 7,

2026, May 1, 2026 and May 7, 2026 to register the shares of New CommerceOne common stock that will be issued to CommerceOne stockholders and Green Dot stockholders in connection with the proposed transactions. The registration statement includes a

proxy statement of Green Dot and CommerceOne that also constitutes a prospectus of New CommerceOne. The registration statement was declared effective on May 8, 2026, at which time Green Dot filed a definitive proxy statement and New CommerceOne

filed a final prospectus. Green Dot and CommerceOne each commenced mailing of the proxy statement/prospectus to their respective stockholders on or about May 15, 2026. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND

PROXY STATEMENT/PROSPECTUS (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT

INFORMATION REGARDING THE PROPOSED TRANSACTIONS AND RELATED MATTERS.

Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Green Dot or New

CommerceOne through the website maintained by the SEC at http://www.sec.gov. Documents filed with the SEC by Green Dot will also be available free of charge by contacting the investor relations department of Green Dot at IR@greendot.com or by

clicking on “Financial Information” in the Investor Relations section of Green Dot's website at http://ir.greendot.com/.

Before making any voting or investment decision, investors and security holders of Green Dot and CommerceOne are urged to read carefully the

entire registration statement and proxy statement/prospectus, including any amendments thereto, because they contain or will contain important information about the proposed transactions. Free copies of these documents may be obtained as described

above.

Participants in the Solicitation

Green Dot and CommerceOne and certain of their respective directors and executive officers and other members of management and employees may

be deemed to be participants in the solicitation of proxies from Green Dot’s stockholders in respect of the proposed transactions under the rules of the SEC. Information about the directors and executive officers of Green Dot and CommerceOne is

included in the registration statement. Information regarding Green Dot’s directors and executive officers is also available in Green Dot’s Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2025 (the “Green Dot

10-K/A”), which was filed with the SEC on April 30, 2026, and in other documents subsequently filed by Green Dot with the SEC, which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Any changes in the

holdings of Green Dot’s securities by Green Dot’s directors or executive officers from the amounts described in the Green Dot 10-K/A have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or on

Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Green Dot 10-K/A and are available at the SEC’s website at www.sec.gov.

No Offer or Solicitation

This Current Report on Form 8-K relates to the proposed transactions and is for informational purposes only and is not intended to, and does

not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be

unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as

amended.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be

signed on its behalf by the undersigned hereunto duly authorized.

GREEN DOT CORPORATION

Date: June 16, 2026

By:

/s/ Amy Pugh

Amy Pugh

General Counsel

XML — IDEA: XBRL DOCUMENT

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Filename: R1.htm · Sequence: 6

v3.26.1

Document and Entity Information

Jun. 16, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 16, 2026

Entity File Number

001-34819

Entity Registrant Name

GREEN DOT CORP

Entity Central Index Key

0001386278

Entity Incorporation, State or Country Code

DE

Entity Tax Identification Number

95-4766827

Entity Address, Address Line One

1675 N. Freedom Blvd (200 West) Building 1

Entity Address, City or Town

Provo

Entity Address, State or Province

UT

Entity Address, Postal Zip Code

84604

City Area Code

626

Local Phone Number

765-2024

Title of 12(b) Security

Class A Common Stock, $0.001 par value

Trading Symbol

GDOT

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Written Communications

true

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

X

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Area code of city

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No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Cover page.

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No definition available.

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Name:

dei_CoverAbstract

Namespace Prefix:

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Data Type:

xbrli:stringItemType

Balance Type:

na

Period Type:

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- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

na

Period Type:

duration

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the City or Town

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No definition available.

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Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Code for the postal or zip code

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No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

na

Period Type:

duration

X

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

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Period Type:

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X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

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Period Type:

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