GREEN DOT CORP

Green Dot Corporation announced that its stockholders approved the Agreement and Plan of Merger and the Separation Agreement at a special meeting held on June 23, 2026. The merger proposal and separation proposal both received overwhelming support, with over 99% of votes cast in favor. CommerceOne Financial Corporation's shareholders also approved the transaction. This marks a significant step towards the completion of the acquisition, which is anticipated in the third quarter of 2026, pending regulatory approvals.

Green Dot Corporation and CommerceOne Financial Corporation are providing supplemental disclosures to their proxy statement/prospectus. This action addresses three lawsuits and demand letters from stockholders alleging deficiencies in information regarding their previously announced merger and separation agreements. While denying the claims, the companies are making these disclosures to avoid delays and minimize litigation costs, ahead of stockholder meetings on June 23, 2026, to vote on the Proposed Transaction.

Green Dot Corporation announced a proposed merger with CommerceOne Financial Corporation and a separation agreement to sell its Payments Business for $690 million. Green Dot shareholders will receive 0.2215 shares of New CommerceOne common stock and $8.11 in cash per share. Concurrently, the company reported strong first-quarter 2026 financial results, with net income more than doubling and total operating revenues increasing significantly year-over-year.

Green Dot Corporation reported strong first-quarter 2026 financial results, with total operating revenues increasing 17% to $656.2 million and net income surging 109% to $53.7 million. Diluted earnings per common share rose 98% to $0.93. The company also provided an update on its proposed acquisition by Smith Ventures and CommerceOne, noting progress with regulatory applications filed and the registration statement declared effective. Due to the pending transactions, Green Dot will not host an earnings conference call or provide 2026 financial guidance.

Green Dot Corp. filed an Amendment No. 1 to its 2025 Annual Report on Form 10-K, providing previously omitted information for Part III, including details on directors, executive compensation, and corporate governance. The amendment also disclosed the Agreement and Plan of Merger with CommerceOne Financial Corporation and a Separation Agreement with Payments Buyer for the sale of its non-bank financial technology assets for $690 million. The company reported 2025 GAAP total operating revenues of $2.1 billion and a GAAP net loss of $98.9 million, with Adjusted EBITDA of $173.6 million.

Green Dot Corporation has established a one-time discretionary bonus opportunity for its Chief Executive Officer, William I Jacobs, of up to $1,250,000 in cash. This bonus is contingent upon Mr. Jacobs' continued service as CEO from January 8, 2026, through the closing of the proposed merger transactions with CommerceOne Financial Corporation and its Compass subsidiaries. The actual bonus amount will be determined by the Compensation Committee based on performance and will be payable upon his cessation of service as CEO in connection with the merger's closing. This arrangement aims to ensure leadership stability during the critical period leading up to the completion of the significant corporate transaction.