Green Dot Corp Files 8-K for Material Agreement

TL;DR

GDOT signed a big deal, filing 8-K today. Details TBD.

AI Summary

Green Dot Corporation entered into a material definitive agreement on November 23, 2025. The company, incorporated in Delaware with its principal executive offices in Provo, Utah, filed this 8-K report on November 26, 2025. Specific details of the agreement were not disclosed in the provided text, but it is classified under Item Information as a Material Definitive Agreement and Financial Statements and Exhibits.

Why It Matters

This filing indicates a significant new agreement for Green Dot Corporation, which could impact its financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications for the company, but the lack of specific details makes the immediate risk level uncertain.

Key Numbers

• 001-34819 — SEC File Number (Identifies the company's filing with the SEC.)
• 1231 — Fiscal Year End (Indicates the end of the company's fiscal year for financial reporting.)

Key Players & Entities

• Green Dot Corporation (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Provo, Utah (location) — Address of principal executive offices
• November 23, 2025 (date) — Date of earliest event reported
• November 26, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.001 — Which Registered Class A Common Stock, $0.001 par value GDOT New York Stock Excha
• $0.01 — Ratio") of the common stock, par value $0.01 per share, of New CommerceOne (the "New
• $8.11 — k") and (ii) an amount in cash equal to $8.11 ((i) and (ii) together, the "Merger Con
• $27 million — ment provides that a termination fee of $27 million will be payable by Green Dot to Commerc
• $3.5 million — f directors. A termination fee equal to $3.5 million will be payable by CommerceOne to Green
• $40 million — ther provides that a termination fee of $40 million will be payable by OpCo to Green Dot in

Filing Documents

• ef20059936_8k.htm (8-K) — 71KB
• ef20059936_ex2-1.htm (EX-2.1) — 723KB
• ef20059936_ex10-1.htm (EX-10.1) — 736KB
• ef20059936_ex10-2.htm (EX-10.2) — 85KB
• 0001140361-25-043544.txt ( ) — 2100KB
• gdot-20251123.xsd (EX-101.SCH) — 4KB
• gdot-20251123_lab.xml (EX-101.LAB) — 21KB
• gdot-20251123_pre.xml (EX-101.PRE) — 16KB
• ef20059936_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. 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"), 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," and together with CommerceOne, New CommerceOne and Merger Sub One, the "CommerceOne Parties") . The Merger Agreement provides that, 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"). Concurrently with the execution of the Merger Agreement, Green Dot entered into a Separation Agreement (the "Separation Agreement") with New CommerceOne 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 to Compass Sub Northwest, Inc., a newly formed Delaware corporation and direct, wholly-ow

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of November 23, 2025, by and among Green Dot Corporation, CommerceOne Financial Corporation, Compass Sub North, Inc., Compass Sub East, Inc. and Compass Sub West, Inc. 10.1* Separation Agreement, dated as of November 23, 2025, by and among Green Dot Corporation, Green Dot OpCo, LLC and Compass Sub North, Inc. 10.2 Support Agreement, dated as of November 23, 2025, by and among CommerceOne Financial Corporation, Compass Sub North, Inc., Green Dot Corporation, and the persons set forth on Schedule I thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains statements that constitute "forward-looking 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 transaction, the plans, objectives, expectations and intentions of Green Dot, CommerceOne, and affiliates of 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 New CommerceOne (to be renamed "CommerceOne Financial Corporation" as part of the proposed transactions) following the consummation of the proposed transactions (the "combined company" or "New CommerceOne") 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 ac

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View this 8-K filing on SEC EDGAR