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Executive Summary

Green Dot filed Amendment No. 1 to its 2025 Form 10-K to provide Part III items (director/officer info, executive compensation, beneficial ownership, related-party transactions, and auditor fees) that were omitted from the original filing, plus audited financial statements for its TailFin Labs LLC equity investee and new CEO/CFO certifications. The filing is procedural — it does not restate financials or change the company's reported results. The key substantive disclosure is the ongoing proposed merger with CommerceOne Financial Corporation, under which GDOT shareholders would receive 0.2215 shares of New CommerceOne common stock plus $8.11 cash per share, and the non-bank fintech assets would be sold for $690 million.

Key Facts

• Amendment provides Part III items (directors, executive compensation, beneficial ownership, related-party transactions, auditor fees) that were omitted from the original 10-K filed March 16, 2026.
• No restatement of financial statements — the filing explicitly states 'no other changes have been made to the Original Filing' and it does not reflect correction of an error.
• Audited financial statements of TailFin Labs LLC (80% Walmart, 20% Green Dot JV) are included as Exhibit 99.1 — TailFin had a net loss of $22.8M for FY ended Jan 31, 2026, and cash of $39.2M.
• Proposed merger with CommerceOne Financial Corporation: GDOT shareholders to receive 0.2215 shares of New CommerceOne common stock plus $8.11 cash per share.
• Non-bank fintech assets to be sold to an affiliate of Smith Ventures LLC for $690 million, proceeds used to fund cash consideration and retire debt.
• GAAP total operating revenues for FY2025 were $2.1 billion; GAAP net loss was $98.9 million; Adjusted EBITDA was $173.6 million.
• CEO William I Jacobs (age 84) received total compensation of $4,961,444 in FY2025, including a $1.75M discretionary bonus and $2.1M in stock awards.
• 2023 PRSUs earned zero payout — non-GAAP cumulative EPS of $5.81 minimum threshold and 25th percentile TSR threshold were not met.
• No Street GP LP holds 7.5% and BlackRock holds 6.0% of GDOT Class A common stock as of March 31, 2026.
• Audit fees paid to Ernst & Young LLP were $3.425 million in FY2025, up from $3.128 million in FY2024.

Financial Impact

No new financial impact from this amendment. The original 10-K reported FY2025 GAAP total operating revenues of $2.1 billion, GAAP net loss of $98.9 million, and Adjusted EBITDA of $173.6 million. TailFin Labs LLC (20% owned) had a net loss of $22.8 million for its fiscal year ended Jan 31, 2026.

Risk Factors

• Proposed merger with CommerceOne remains subject to regulatory approvals and shareholder votes — deal could be delayed or blocked.
• TailFin Labs continues to generate losses and negative cash flow — further capital calls may be needed.
• 2023 PRSUs paid zero, indicating sustained underperformance vs. long-term targets.
• CEO is 84 years old — succession risk remains despite permanent appointment.

Market Snapshot

Investment Themes

Documents Analyzed

This report is based on 10 SEC documents filed with EDGAR.

US Market Status

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