Green Dot (NYSE: GDOT) grows 2025 revenue 21% as losses widen and breakup deal advances
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Green Dot Corporation reported strong revenue growth but lower profitability for Q4 and full-year 2025 while progressing toward a planned break-up transaction. Q4 total operating revenues rose to
The company recorded a Q4 net loss of
B2B Services led growth, with Q4 segment revenue up 24% to
As of December 31, 2025, total assets were
Positive
- Strong top-line growth and improving core earnings: 2025 total operating revenues rose 21% to
$2.08B , non-GAAP revenues reached$2.07B , and adjusted EBITDA increased 5% to$173.6M , marking the first year of adjusted EBITDA growth since 2022. - B2B/embedded finance momentum: Q4 2025 B2B Services revenue grew 24% to
$385.6M , with higher gross dollar volume and active accounts driven by a significant BaaS partner and additional embedded finance relationships, supporting deposit and earnings growth. - Stronger balance sheet scale and interest income: Total assets increased to
$6.0B and deposits to$4.42B as of December 31, 2025, while Corporate and Other revenues benefited from higher interest spreads and repositioning into high-grade floating-rate securities.
Negative
- Deteriorating GAAP profitability: Full-year 2025 net loss widened to
$98.9M from$26.7M , and Q4 swung to a$46.8M loss, reflecting higher processing costs, restructuring, and sizable equity method investment losses. - Margin compression and weaker Q4 earnings quality: Q4 adjusted EBITDA fell 68% to
$14.0M , with adjusted EBITDA margin dropping to2.7% from9.7% , as Consumer Services and Money Movement profits declined and prior-year non-recurring benefits did not repeat. - Ongoing Consumer segment headwinds: Q4 Consumer Services revenue declined 18% to
$87.6M and active accounts fell 21%, driven by retail distribution pressure, reduced direct-to-consumer marketing, and secular shifts toward digital banking outside traditional retail channels.
Insights
Revenue growth is strong, but GAAP losses and deal uncertainty keep the picture mixed.
Green Dot grew non-GAAP total operating revenues by
However, GAAP profitability weakened. Full-year net loss widened to
The proposed separation of the non-bank fintech business to Smith Ventures and sale of Green Dot Bank to CommerceOne would fundamentally reshape the company if completed, but remain contingent on shareholder and regulatory approvals. Until closing, results are influenced by transaction costs and strategic repositioning, and the absence of 2026 guidance underscores the transitional nature of the current period.
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): March 16, 2026
(Exact Name of the Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | |||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class: | Trading Symbol(s): | Name of each exchange on which registered: | ||||||
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 2.02. Results of Operations and Financial Condition.
On March 16, 2026, Green Dot Corporation (the "Company") issued a press release announcing its financial results for the quarter ended December 31, 2025 and certain other financial information. A copy of the press release is furnished as Exhibit 99.01 to this Current Report and is incorporated herein by reference.
The Company has also prepared presentation materials to supplement the financial information contained in its press release. A copy of those materials is furnished as Exhibit 99.02 to this Current Report and is incorporated herein by reference.
The information furnished in this Current Report, including the exhibits hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Exhibits | |||||||
| 99.01 | Press release, dated March 16, 2026 | |||||||
| 99.02 | Supplemental earnings materials, dated March 16, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
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 thereunto duly authorized.
| GREEN DOT CORPORATION | |||||||||||
| By: | /s/ Jess Unruh | ||||||||||
| Jess Unruh | |||||||||||
| Chief Financial Officer | |||||||||||
Date: March 16, 2026
Exhibit 99.01
Green Dot Reports Fourth Quarter 2025 Results
Company Sees Continued Momentum in Embedded Finance, Delivers First Year of Adjusted EBITDA Growth Since 2022
Provo, UT - March 16, 2026 - Green Dot Corporation (NYSE: GDOT), a financial technology and bank holding company that delivers seamless banking and payments solutions to consumers and businesses of all sizes, today reported its financial results for the quarter ended December 31, 2025.
“Green Dot delivered a strong fourth quarter and its first year of adjusted EBITDA growth since 2022, a testament to the hard work, focus and ingenuity of our teams,” said William Jacobs, Chief Executive Officer of Green Dot. “With a stronger platform, increasing demand and momentum in embedded finance, and continued operational improvements and efficiencies, the company is well-positioned for another solid year and the proposed next chapter with Smith Ventures and CommerceOne.”
Consolidated Results Summary
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % Change | 2025 | 2024 | % Change | ||||||||||||||||||||||||||||||
| (In thousands, except per share data and percentages) | |||||||||||||||||||||||||||||||||||
GAAP financial results | |||||||||||||||||||||||||||||||||||
| Total operating revenues | $ | 522,615 | $ | 455,024 | 15% | $ | 2,080,491 | $ | 1,723,876 | 21% | |||||||||||||||||||||||||
| Net (loss) income | $ | (46,823) | $ | 5,103 | * | $ | (98,866) | $ | (26,702) | 270% | |||||||||||||||||||||||||
| Diluted (loss) income per common share | $ | (0.84) | $ | 0.09 | * | $ | (1.79) | $ | (0.50) | 258% | |||||||||||||||||||||||||
Non-GAAP financial results1 | |||||||||||||||||||||||||||||||||||
Non-GAAP total operating revenues1 | $ | 519,723 | $ | 451,717 | 15% | $ | 2,068,704 | $ | 1,707,715 | 21% | |||||||||||||||||||||||||
Adjusted EBITDA1 | $ | 14,010 | $ | 43,841 | (68)% | $ | 173,565 | $ | 165,386 | 5% | |||||||||||||||||||||||||
| Adjusted EBITDA/Non-GAAP total operating revenues (adjusted EBITDA margin) | 2.7 | % | 9.7 | % | (7.0)% | 8.4 | % | 9.7 | % | (1.3)% | |||||||||||||||||||||||||
Non-GAAP net (loss) income1 | $ | (4,394) | $ | 22,191 | (120)% | $ | 79,766 | $ | 74,005 | 8% | |||||||||||||||||||||||||
Non-GAAP diluted (loss) earnings per share1 | $ | (0.08) | $ | 0.40 | (120)% | $ | 1.41 | $ | 1.37 | 3% | |||||||||||||||||||||||||
* Change not meaningful
Cash at the holding company was approximately $60 million as of December 31, 2025.
| 1 | Reconciliations of total operating revenues to non-GAAP total operating revenues, net income to adjusted EBITDA, net income to non-GAAP net income, and diluted earnings per share to non-GAAP diluted earnings per share, respectively, are provided in the tables immediately following the unaudited consolidated financial statements. Additional information about the Company's non-GAAP financial measures can be found under the caption “About Non-GAAP Financial Measures” below. | ||||
Key Metrics
The following table shows Green Dot's quarterly key business metrics for each of the last eight calendar quarters on a consolidated basis and by each of its reportable segments. Please refer to Green Dot’s latest Annual Report on Form 10-K for a description of the key business metrics, as well as additional information regarding how Green Dot organizes its business by segment.
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | ||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||
| Consolidated * | |||||||||||||||||||||||||||||
| Gross dollar volume | $ | 40,526 | $ | 39,505 | $ | 38,545 | $ | 37,252 | $ | 35,282 | $ | 33,473 | $ | 32,130 | $ | 30,755 | |||||||||||||
| Number of active accounts | 3.42 | 3.51 | 3.48 | 3.58 | 3.67 | 3.46 | 3.41 | 3.51 | |||||||||||||||||||||
| Purchase volume | $ | 4,705 | $ | 4,736 | $ | 4,991 | $ | 5,113 | $ | 5,152 | $ | 4,887 | $ | 5,012 | $ | 5,274 | |||||||||||||
| B2B Services | |||||||||||||||||||||||||||||
| Gross dollar volume | $ | 36,923 | $ | 35,868 | $ | 34,620 | $ | 33,014 | $ | 31,222 | $ | 29,490 | $ | 28,116 | $ | 26,255 | |||||||||||||
| Number of active accounts | 1.93 | 1.89 | 1.81 | 1.78 | 1.79 | 1.68 | 1.65 | 1.58 | |||||||||||||||||||||
| Purchase volume | $ | 2,035 | $ | 2,006 | $ | 2,000 | $ | 1,986 | $ | 2,070 | $ | 1,983 | $ | 1,976 | $ | 1,935 | |||||||||||||
| Consumer Services | |||||||||||||||||||||||||||||
| Gross dollar volume | $ | 3,603 | $ | 3,637 | $ | 3,925 | $ | 4,238 | $ | 4,060 | $ | 3,983 | $ | 4,014 | $ | 4,500 | |||||||||||||
| Number of active accounts | 1.49 | 1.62 | 1.67 | 1.80 | 1.88 | 1.78 | 1.76 | 1.93 | |||||||||||||||||||||
| Direct deposit active accounts | 0.39 | 0.40 | 0.41 | 0.41 | 0.43 | 0.44 | 0.45 | 0.46 | |||||||||||||||||||||
| Purchase volume | $ | 2,670 | $ | 2,730 | $ | 2,991 | $ | 3,127 | $ | 3,082 | $ | 2,904 | $ | 3,036 | $ | 3,339 | |||||||||||||
| Money Movement | |||||||||||||||||||||||||||||
| Number of cash transfers | 7.39 | 7.43 | 7.52 | 7.51 | 8.14 | 8.22 | 8.15 | 7.77 | |||||||||||||||||||||
| Number of tax refunds processed | 0.11 | 0.20 | 3.73 | 7.98 | 0.15 | 0.19 | 4.20 | 9.28 | |||||||||||||||||||||
* Represents the sum of Green Dot's Consumer Services and B2B (as defined herein) Services segments.
"It was a strong finish to 2025, with continued growth in our embedded finance platform as we continued taking action and making investments to position the company for future growth," said Jess Unruh, Chief Financial Officer of Green Dot. "Our tax processing and embedded finance businesses are market leaders, and we are taking decisive action to ensure our Consumer and Employer services businesses thrive as we make progress toward completion of our proposed transactions with CommerceOne and Smith Ventures.”
Proposed Transactions with CommerceOne Financial Corporation and Smith Ventures, LLC
On November 24, 2025, Green Dot announced that it entered into agreements to be acquired by affiliates of Smith Ventures LLC (“Smith Ventures”) and CommerceOne Financial Corporation (“CommerceOne”). Upon closing of these proposed transactions, Smith Ventures will acquire and privatize Green Dot’s non-bank financial technology business assets and operations (the “FinTech business”), which will continue running as an independent and growth-focused fintech and embedded finance company. Additionally, upon closing of these proposed transactions, CommerceOne will acquire Green Dot Bank and its associated assets and operations, and the combined organization will serve as the FinTech business’s exclusive sponsor bank.
The closing of the transactions remains subject to the receipt of required shareholder and regulatory approvals and the satisfaction of other customary closing conditions. The parties received early termination of the waiting period under the Hart-Scott-Rodino Act and have filed regulatory applications to all applicable U.S. federal and state bank authorities.
As a result of Green Dot’s proposed transactions with CommerceOne and Smith Ventures, Green Dot will not be hosting an earnings conference call nor providing 2026 financial guidance in conjunction with this earnings release. For further detail and discussion of Green Dot’s financial performance, please refer to the additional materials made available in the Investor Relations section of Green Dot's website at http://ir.greendot.com/ and when available, Green Dot’s Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission.
Discussion of Segment Results
In 2025, Green Dot continued to invest in its technology platform, operating processes, and regulatory infrastructure, while also focusing on improving operating efficiency and balance sheet profitability. These investments over the last several years have supported its revenue growth and contributed to improved earnings generation within the FinTech business and Green Dot Bank. Green Dot also optimized the investment mix of assets on Green Dot Bank’s balance sheet, which had a meaningful impact on full-year results. Additionally, Green Dot launched new partnerships across its B2B Services, Money Movement Services and Consumer Services segments and continues to maintain a strong pipeline of prospective partners that present substantial growth opportunities. These partnerships generate fee-based transaction revenues and generate deposits that are invested in high-quality, interest-bearing assets. Green Dot believes there are more opportunities to continue improving its earnings profile and balance sheet as it enhances its investment mix and see continued growth in deposits from its embedded finance offerings, particularly in its B2B Services segment.
Green Dot believes its ongoing multi-year initiatives to enhance its operating and regulatory infrastructure, streamline its technology platform, and expand its partnerships and pipeline have resulted in greater efficiency and supported earnings stability throughout the organization, while also making Green Dot a more innovative, nimble platform and partner. These efforts have positively impacted both the FinTech business, which is pending acquisition and privatization by Smith Ventures, and Green Dot Bank, which is pending acquisition by CommerceOne, positioning both to be valuable and growth-enabled organizations for years to come.
B2B Services Segment
The B2B Services segment, which primarily consists of the Banking‑as‑a‑Service (“BaaS”) channel powered by ARC and the rapid! employer solutions channel, generated revenue growth during 2025. Growth was driven primarily by a significant BaaS partner, along with increased activity from other partners within the BaaS portfolio. Key operating metrics within the BaaS channel, including active accounts and purchase volume, increased as new and existing partners launched products and expanded customer engagement. BaaS‑related revenue and deposit growth contributed to earnings improvement within the FinTech business and supported deposit growth at Green Dot Bank. Green Dot believes its strong pipeline of launches and other opportunities will enable the BaaS channel to maintain its positive momentum and remain a source of strong revenue and deposit growth.
Within employer services (rapid!) channel, Green Dot continued to reposition the business during 2025, focusing on salesforce alignment, operating efficiencies, and Earned Wage Access (“EWA”) offerings. Purchase volumes increased for two consecutive quarters, contributing to higher profitability per active account during the fourth quarter and full year. A portion of cost savings was reinvested in EWA capabilities, sales support, and integrations with additional payroll platforms to pursue new market
opportunities. We are optimistic about EWA’s potential given its expansive market demand and stronger profit margins.
Segment profit increased year over year, driven by higher demand and activity in the BaaS channel. BaaS margins declined slightly due to revenue mix, primarily from growth associated with a significant BaaS partner. Margins in the rapid! employer services business were flat compared to the prior year, reflecting cost‑reduction initiatives implemented during the second half of 2025.
Money Movement Services Segment
The Money Movement Services segment, which includes tax processing and money processing businesses, experienced revenue growth during 2025, primarily driven by tax processing. The fourth quarter of 2025 included the launch of a significant new franchise partner within the tax processing business. Revenue growth reflected the addition of this partner and continued investment in technology and service capabilities.
During the fourth quarter, the tax processing team focused on partner onboarding and expanding the availability of products and services for the 2026 tax season, including taxpayer advance programs that experienced strong demand during 2025. Margins in the tax processing business were pressured in the fourth quarter due to launch‑related costs associated with the new partner and expenses related to a taxpayer advance product introduced during the quarter.
Money Processing channel revenue was impacted by softness in Consumer Services segment active accounts. Third-party transactions declined in the low single digits during the fourth quarter. Excluding two partners that experienced declines in low‑revenue transactions, third‑party transactions increased in the low to mid‑single digits during the fourth quarter, reflecting Green Dot’s ongoing success in signing up third-party partners that recognize the value in the breadth and convenience of its network. With Money Processing operations more closely integrated with the BaaS channel, Green Dot expects to maintain and continue building a healthy and active pipeline of potential partners. Combining this with recent launches of new cash transfer and digital disbursement partnerships, including Stripe, a solid schedule of launches in the coming months, and continued moderation in the rate of decline in the Consumer segment, Green Dot believes it is well positioned to re-accelerate momentum from previous quarters. Money Processing margins increased slightly year over year due to a favorable transaction mix.
Consumer Services Segment
The Consumer Services segment continued to face revenue pressure during 2025 from reduced marketing spend supporting the direct-to-consumer channel and ongoing headwinds in traditional retail distribution. The fourth quarter of 2025 was also impacted by the absence of breakage revenue recognized in the fourth quarter of 2024. Excluding the impact of that prior year revenue, Consumer Services revenue declined approximately 13% year over year.
Retail channel performance reflected continued consumer migration toward digital banking applications. Green Dot partially mitigated these impacts through expansion within Financial Service Centers (“FSCs”), which contributed to a reduced rate of decline in active accounts and revenue. FSC partners, unlike the traditional retail relationships, are focused on digital and embedded solutions aligned with Green Dot’s BaaS offerings, with the goal of driving deeper, more meaningful banking relationships with customers. Green Dot is preparing to introduce several new FSC partners in 2026, which are expected to help mitigate challenges faced by traditional retail channels. Additionally, there has been a noticeable increase in interest from traditional retail partners regarding digital and embedded solutions. This development is anticipated to enhance engagement and activity across the retail customer base.
Revenue declines in the direct-to-consumer channel were largely attributable to reduced marketing investment during the second half of 2024 and much of 2025, as Green Dot prioritized achieving acceptable returns on marketing investments and advancing its efforts to modernize the user experience and develop new feature functionality. As these initiatives have progressed, Green Dot increased marketing spend in the fourth quarter of 2025.
Segment margins and operating income declined year over year, reflecting lower revenue and higher expenses, primarily related to increased marketing spend in the direct channel. Despite declines in active accounts and revenue, metrics per active account improved, with continued growth in volume and revenue per active.
Corporate and Other Segment
Similar to last quarter, the Corporate and Other segment revenues, consisting primarily of interest income net of partner interest sharing, increased significantly year over year. Results benefitted from interest rate cuts during the second half of 2025, which improved the spread between yields earned on cash and investments and amounts shared with partners. Additionally, Green Dot repositioned a portion of its securities portfolio in 2025 and increased investment in high‑grade floating‑rate securities, contributing to improved yields at Green Dot Bank. Corporate and Other expenses increased year over year, primarily due to higher bonus accruals associated with improved earnings performance and the timing of investments in regulatory infrastructure.
Forward-Looking Statements
This earnings release 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 Corporation (“Green Dot”), CommerceOne, and affiliates of Smith Ventures, 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 (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 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 communication. 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 Smith Ventures, 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 Smith Ventures 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, 2024, 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 Smith Ventures 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.
Important 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, 20261 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. When the registration statement becomes effective and the proxy statement/prospectus is in definitive form, the definitive proxy statement/prospectus will be sent to the stockholders of each of Green Dot and CommerceOne in connection with the proposed transactions. 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
1 Available at https://www.sec.gov/Archives/edgar/data/2103884/000114036126004471/ny20062675x1_s4.htm
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 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 proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on April 11, 20252 (the “Green Dot 2025 Proxy”), under the headings “Corporate Governance and Director Independence,” “Proposal No. 1 Election of Directors,” “Security Ownership of Certain Beneficial Owners and Management,” “Our Executive Officers,” “Executive Compensation” and “Transactions with Related Parties, Founders and Control Persons,” and in Green Dot’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 4, 20253, 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 2025 Proxy 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 2025 Proxy and are available at the SEC’s website at www.sec.gov.
No Offer or Solicitation
This communication 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.
About Non-GAAP Financial Measures
To supplement Green Dot's consolidated financial statements presented in accordance with accounting principles generally accepted in the United States of America (GAAP), Green Dot uses measures of operating results that are adjusted for, among other things, non-operating net interest income and expense; other non-interest investment income earned by its bank; income tax benefit and expense; depreciation and amortization, including amortization of acquired intangibles; certain legal settlement gains and charges; stock-based compensation and related employer payroll taxes; changes in the fair value of contingent consideration; transaction costs from acquisitions or divestitures; amortization attributable to deferred financing costs; impairment charges; extraordinary severance expenses;
2 Available at https://www.sec.gov/Archives/edgar/data/1386278/000138627825000020/gdot-20250411.htm
3 Available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001386278/000138627825000009/gdot-20241231.htm
earnings or losses from equity method investments; changes in the fair value of loans held for sale; commissions and certain processing-related costs associated with embedded finance products and services where Green Dot does not control customer acquisition; realized gains and losses on available-for-sale investment securities; restructuring and other charges; other charges and income not reflective of ongoing operating results; and income tax effects. This earnings release includes non-GAAP total operating revenues, adjusted EBITDA, non-GAAP net income and loss, and non-GAAP diluted earnings and loss per share. These non-GAAP financial measures are not calculated or presented in accordance with, and are not alternatives or substitutes for, financial measures prepared in accordance with GAAP, and should be read only in conjunction with Green Dot's financial measures prepared in accordance with GAAP. Green Dot's non-GAAP financial measures may be different from similarly-titled non-GAAP financial measures used by other companies. Green Dot believes that the presentation of non-GAAP financial measures provides useful information to management and investors regarding underlying trends in its consolidated financial condition and results of operations. Green Dot's management regularly uses these supplemental non-GAAP financial measures internally to understand, manage and evaluate Green Dot's business and make operating decisions. For additional information regarding Green Dot's use of non-GAAP financial measures and the items excluded by Green Dot from one or more of its historic non-GAAP financial measures, investors are encouraged to review the reconciliations of Green Dot's historic non-GAAP financial measures to the comparable GAAP financial measures, which are attached to this earnings release, and which can be found by clicking on “Financial Information” in the Investor Relations section of Green Dot's website at http://ir.greendot.com/.
About Green Dot
Green Dot Corporation (NYSE: GDOT) is a financial technology platform and registered bank holding company that builds banking and payment solutions to create value, retain and reward customers, and accelerate growth for businesses of all sizes. For more than two decades, Green Dot has delivered financial tools and services that address the most pressing financial needs of consumers and businesses, and that transform the way people and businesses manage and move money.
Green Dot delivers a broad spectrum of financial products to consumers and businesses through its portfolio of brands, including: GO2bank, a leading digital and mobile bank account offering simple, secure and useful banking for Americans living paycheck to paycheck; the Green Dot Network (“GDN”) of more than 90,000 retail distribution and cash access locations nationwide; Arc by Green Dot, the single-source embedded finance platform combining all of Green Dot’s secure banking and money processing capabilities to power businesses at all stages of growth; rapid! wage and disbursements solutions, providing pay card and earned wage access services to more than 7,000 businesses and their employees; and Santa Barbara TPG (“SBTPG”), the company’s tax division, which processes on average approximately 13 million tax refunds annually.
Founded in 1999, Green Dot has managed more than 80 million accounts to date both directly and through its partners. Green Dot Bank is a subsidiary of Green Dot Corporation and member of the FDIC. For more information about Green Dot’s products and services, please visit www.greendot.com.
Contacts
Investor Relations:
IR@greendot.com
Media Relations:
Alison Lubert
SVP, Head of Corporate Communications
alubert@greendotcorp.com
GREEN DOT CORPORATION
CONSOLIDATED BALANCE SHEETS
| December 31, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | |||||||||||
| Assets | (In thousands, except par value) | ||||||||||
| Current assets: | |||||||||||
| Unrestricted cash and cash equivalents | $ | 1,421,690 | $ | 1,592,391 | |||||||
| Restricted cash | 44 | 44 | |||||||||
| Investment securities available-for-sale, at fair value | — | 24,152 | |||||||||
| Settlement assets | 947,497 | 616,172 | |||||||||
| Accounts receivable, net | 197,248 | 132,007 | |||||||||
| Prepaid expenses and other assets | 73,275 | 63,424 | |||||||||
| Income tax receivable | 589 | — | |||||||||
| Total current assets | 2,640,343 | 2,428,190 | |||||||||
| Investment securities available-for-sale, at fair value | 2,467,843 | 2,008,650 | |||||||||
Loans to bank customers, net of allowance for credit losses of $21,053 and $17,542 as of December 31, 2025 and December 31, 2024, respectively | 55,700 | 31,961 | |||||||||
| Prepaid expenses and other assets | 154,567 | 242,707 | |||||||||
| Property, equipment, and internal-use software, net | 198,352 | 188,363 | |||||||||
| Operating lease right-of-use assets | 1,053 | 10,823 | |||||||||
| Deferred expenses | 789 | 1,242 | |||||||||
| Net deferred tax assets | 92,188 | 124,405 | |||||||||
| Goodwill and intangible assets | 374,401 | 397,941 | |||||||||
| Total assets | $ | 5,985,236 | $ | 5,434,282 | |||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 114,714 | $ | 103,765 | |||||||
| Deposits | 4,416,294 | 4,010,520 | |||||||||
| Obligations to customers | 284,978 | 236,616 | |||||||||
| Settlement obligations | 52,916 | 48,482 | |||||||||
| Amounts due to card issuing banks for overdrawn accounts | — | 84 | |||||||||
| Other accrued liabilities | 153,752 | 87,675 | |||||||||
| Operating lease liabilities | 325 | 2,416 | |||||||||
| Deferred revenue | 4,224 | 6,279 | |||||||||
| Income tax payable | 2,366 | 6,648 | |||||||||
| Total current liabilities | 5,029,569 | 4,502,485 | |||||||||
| Other accrued liabilities | 282 | 1,045 | |||||||||
| Operating lease liabilities | 1,599 | 8,641 | |||||||||
| Notes payable | 63,541 | 48,526 | |||||||||
| Total liabilities | 5,094,991 | 4,560,697 | |||||||||
| Stockholders’ equity: | |||||||||||
Class A common stock, $0.001 par value; 100,000 shares authorized as of December 31, 2025 and December 31, 2024; 55,565 and 54,227 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | 56 | 55 | |||||||||
| Additional paid-in capital | 427,477 | 408,010 | |||||||||
| Retained earnings | 644,736 | 743,602 | |||||||||
| Accumulated other comprehensive loss | (182,024) | (278,082) | |||||||||
| Total stockholders’ equity | 890,245 | 873,585 | |||||||||
| Total liabilities and stockholders’ equity | $ | 5,985,236 | $ | 5,434,282 | |||||||
GREEN DOT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||
| Card revenues and other fees | $ | 415,692 | $ | 353,456 | $ | 1,565,932 | $ | 1,231,458 | |||||||||||||||
| Cash processing revenues | 38,563 | 33,306 | 240,186 | 231,753 | |||||||||||||||||||
| Interchange revenues | 44,380 | 49,350 | 184,595 | 198,300 | |||||||||||||||||||
| Interest income, net | 23,980 | 18,912 | 89,778 | 62,365 | |||||||||||||||||||
| Total operating revenues | 522,615 | 455,024 | 2,080,491 | 1,723,876 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Sales and marketing expenses | 49,803 | 49,262 | 207,893 | 217,210 | |||||||||||||||||||
| Compensation and benefits expenses | 60,904 | 61,077 | 254,376 | 251,044 | |||||||||||||||||||
| Processing expenses | 342,604 | 255,460 | 1,230,445 | 887,249 | |||||||||||||||||||
| Other general and administrative expenses | 94,735 | 74,848 | 351,993 | 370,041 | |||||||||||||||||||
| Restructuring and other charges | 2,223 | — | 22,125 | — | |||||||||||||||||||
| Total operating expenses | 550,269 | 440,647 | 2,066,832 | 1,725,544 | |||||||||||||||||||
| Operating (loss) income | (27,654) | 14,377 | 13,659 | (1,668) | |||||||||||||||||||
| Interest expense, net | 1,580 | 1,200 | 6,152 | 5,506 | |||||||||||||||||||
| Other (expense), net | (3,046) | (5,320) | (104,779) | (15,365) | |||||||||||||||||||
| (Loss) income before income taxes | (32,280) | 7,857 | (97,272) | (22,539) | |||||||||||||||||||
| Income tax expense | 14,543 | 2,754 | 1,594 | 4,163 | |||||||||||||||||||
| Net (loss) income | $ | (46,823) | $ | 5,103 | $ | (98,866) | $ | (26,702) | |||||||||||||||
| Basic (loss) income per common share: | $ | (0.84) | $ | 0.09 | $ | (1.79) | $ | (0.50) | |||||||||||||||
| Diluted (loss) income per common share | $ | (0.84) | $ | 0.09 | $ | (1.79) | $ | (0.50) | |||||||||||||||
| Basic weighted-average common shares issued and outstanding: | 55,492 | 53,989 | 55,099 | 53,527 | |||||||||||||||||||
| Diluted weighted-average common shares issued and outstanding: | 55,492 | 55,153 | 55,099 | 53,527 | |||||||||||||||||||
GREEN DOT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In thousands) | |||||||||||
| Operating activities | |||||||||||
| Net loss | $ | (98,866) | $ | (26,702) | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization of property, equipment and internal-use software | 64,722 | 63,422 | |||||||||
| Amortization of intangible assets | 20,798 | 21,277 | |||||||||
| Provision for uncollectible overdrawn accounts from purchase transactions | 12,765 | 19,762 | |||||||||
| Provision for loan losses | 23,450 | 27,562 | |||||||||
| Stock-based compensation | 18,703 | 29,928 | |||||||||
| Losses in equity method investments | 86,870 | 15,751 | |||||||||
| Realized loss on available-for-sale investment securities | 24,779 | — | |||||||||
| Amortization of premium and discount on available-for-sale investment securities | 377 | (1,986) | |||||||||
| Impairment of long-lived assets | 2,023 | 4,944 | |||||||||
| Deferred income tax expense (benefit) | 368 | (10,356) | |||||||||
| Other | 3,621 | (40) | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | (78,006) | (41,628) | |||||||||
| Prepaid expenses and other assets | (6,042) | 182 | |||||||||
| Deferred expenses | 453 | 304 | |||||||||
| Accounts payable and other accrued liabilities | 69,390 | (19,469) | |||||||||
| Deferred revenue | (2,815) | (917) | |||||||||
| Income tax receivable/payable | (4,525) | (22) | |||||||||
| Other, net | 492 | (629) | |||||||||
| Net cash provided by operating activities | 138,557 | 81,383 | |||||||||
| Investing activities | |||||||||||
| Purchases of available-for-sale investment securities | (1,280,914) | (11,845) | |||||||||
| Proceeds from maturities of available-for-sale securities | 217,579 | 232,689 | |||||||||
| Proceeds from sales and calls of available-for-sale securities | 730,801 | 273 | |||||||||
| Payments for property, equipment and internal-use software | (72,540) | (74,287) | |||||||||
| Net changes in loans | (43,188) | (27,857) | |||||||||
| Investment in TailFin Labs, LLC | — | (35,000) | |||||||||
| Other investing activities | (2,271) | (2,571) | |||||||||
| Net cash (used in) provided by investing activities | (450,533) | 81,402 | |||||||||
| Financing activities | |||||||||||
| Borrowings on notes payable | 14,860 | 49,501 | |||||||||
| Borrowings on revolving line of credit | — | 238,000 | |||||||||
| Repayments on revolving line of credit | — | (299,000) | |||||||||
| Proceeds from exercise of options and ESPP purchases | 3,678 | 4,996 | |||||||||
| Taxes paid related to net share settlement of equity awards | (2,913) | (2,892) | |||||||||
| Net changes in deposits | 404,802 | 717,982 | |||||||||
| Net changes in settlement assets and obligations to customers | (278,529) | 35,636 | |||||||||
| Deferred financing costs | (623) | (1,075) | |||||||||
| Net cash provided by financing activities | 141,275 | 743,148 | |||||||||
| Net (decrease) increase in unrestricted cash, cash equivalents and restricted cash | (170,701) | 905,933 | |||||||||
| Unrestricted cash, cash equivalents and restricted cash, beginning of period | 1,592,435 | 686,502 | |||||||||
| Unrestricted cash, cash equivalents and restricted cash, end of period | $ | 1,421,734 | $ | 1,592,435 | |||||||
| Cash paid for interest | $ | 12,372 | $ | 12,968 | |||||||
| Cash paid for income taxes | $ | 6,097 | $ | 13,590 | |||||||
| Reconciliation of unrestricted cash, cash equivalents and restricted cash at end of period: | |||||||||||
| Unrestricted cash and cash equivalents | $ | 1,421,690 | $ | 1,592,391 | |||||||
| Restricted cash | 44 | 44 | |||||||||
| Total unrestricted cash, cash equivalents and restricted cash, end of period | $ | 1,421,734 | $ | 1,592,435 | |||||||
GREEN DOT CORPORATION
REPORTABLE SEGMENTS (UNAUDITED)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Segment Revenue | (In thousands) | ||||||||||||||||||||||
| B2B Services | $ | 385,579 | $ | 312,146 | $ | 1,440,443 | $ | 1,081,804 | |||||||||||||||
| Consumer Services | 87,628 | 107,184 | 364,314 | 402,462 | |||||||||||||||||||
| Money Movement Services | 34,354 | 29,690 | 225,268 | 217,657 | |||||||||||||||||||
| Corporate and Other | 12,162 | 2,697 | 38,679 | 5,792 | |||||||||||||||||||
| Total segment revenues | 519,723 | 451,717 | 2,068,704 | 1,707,715 | |||||||||||||||||||
| Embedded finance commissions and processing expenses (9) | 4,499 | 4,425 | 18,043 | 18,917 | |||||||||||||||||||
| Other income (10) | (1,607) | (1,118) | (6,256) | (2,756) | |||||||||||||||||||
| Total operating revenues | $ | 522,615 | $ | 455,024 | $ | 2,080,491 | $ | 1,723,876 | |||||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Segment Profit | (In thousands) | ||||||||||||||||||||||
| B2B Services | $ | 27,852 | $ | 27,277 | $ | 112,524 | $ | 92,374 | |||||||||||||||
| Consumer Services | 32,227 | 54,803 | 130,671 | 161,900 | |||||||||||||||||||
| Money Movement Services | 4,690 | 8,727 | 128,532 | 122,582 | |||||||||||||||||||
| Corporate and Other | (50,759) | (46,966) | (198,162) | (211,470) | |||||||||||||||||||
| Total segment profit * | 14,010 | 43,841 | 173,565 | 165,386 | |||||||||||||||||||
| Reconciliation to (loss) income before income taxes | |||||||||||||||||||||||
| Depreciation and amortization of property, equipment and internal-use software | 17,192 | 15,690 | 64,722 | 63,422 | |||||||||||||||||||
| Stock based compensation and related employer taxes | 4,694 | 5,924 | 19,170 | 30,353 | |||||||||||||||||||
| Amortization of acquired intangible assets | 5,199 | 4,982 | 20,798 | 21,277 | |||||||||||||||||||
| Impairment charges | — | 1,097 | 2,023 | 9,625 | |||||||||||||||||||
| Legal settlements and related expenses | 1,575 | 895 | 6,125 | 33,791 | |||||||||||||||||||
| Restructuring and other charges | 2,223 | — | 22,125 | — | |||||||||||||||||||
| Transaction and related acquisition costs | 7,440 | — | 11,278 | — | |||||||||||||||||||
| Other expense, net | 3,341 | 876 | 13,665 | 8,586 | |||||||||||||||||||
| Operating (loss) income | (27,654) | 14,377 | 13,659 | (1,668) | |||||||||||||||||||
| Interest expense, net | 1,580 | 1,200 | 6,152 | 5,506 | |||||||||||||||||||
| Other (expense), net | (3,046) | (5,320) | (104,779) | (15,365) | |||||||||||||||||||
| (Loss) income before income taxes | $ | (32,280) | $ | 7,857 | $ | (97,272) | $ | (22,539) | |||||||||||||||
* Total segment profit is also referred to herein as adjusted EBITDA in its non-GAAP measures. Additional information about the Company's non-GAAP financial measures can be found under the caption “About Non-GAAP Financial Measures."
Green Dot's segment reporting is based on how its Chief Operating Decision Maker (“CODM”) manages its businesses, including resource allocation and performance assessment. Its CODM (who is the Chief Executive Officer) organizes and manages the businesses primarily on the basis of the channels in which its product and services are offered and uses net revenue and segment profit to assess profitability. Segment profit reflects each segment's net revenue less direct costs, such as sales and marketing expenses, processing expenses, transaction losses and fraud management, and customer support and related expenses. Green Dot’s operations are aggregated amongst three reportable segments: 1) Business to Business ("B2B") Services, 2) Consumer Services and 3) Money Movement Services.
The Corporate and Other segment primarily consists of net interest income, certain other investment income earned by Green Dot's bank, interest profit sharing arrangements with certain BaaS partners (a reduction of revenue), eliminations of inter-segment revenues and expenses, and unallocated corporate expenses, which include Green Dot's fixed expenses, such as salaries, wages and related benefits for its employees and certain third-party contractors, professional services fees, software licenses, telephone and communication costs, rent, utilities, and insurance that are not considered when Green Dot's CODM evaluates segment performance. Non-cash expenses such as stock-based compensation, depreciation and amortization of long-lived assets, impairment
charges and other non-recurring expenses that are not considered by Green Dot's CODM when it is evaluating overall consolidated financial results are excluded from its unallocated corporate expenses.
GREEN DOT CORPORATION
Reconciliation of Total Operating Revenues to Non-GAAP Total Operating Revenues (1)
(Unaudited)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Total operating revenues | $ | 522,615 | $ | 455,024 | $ | 2,080,491 | $ | 1,723,876 | |||||||||||||||
| Embedded finance commissions and processing expenses (9) | (4,499) | (4,425) | (18,043) | (18,917) | |||||||||||||||||||
| Other income (10) | 1,607 | 1,118 | 6,256 | 2,756 | |||||||||||||||||||
| Non-GAAP total operating revenues | $ | 519,723 | $ | 451,717 | $ | 2,068,704 | $ | 1,707,715 | |||||||||||||||
Reconciliation of Net Income and Loss to Non-GAAP Net Income and Loss (1)
(Unaudited)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||
| Net (loss) income | $ | (46,823) | $ | 5,103 | $ | (98,866) | $ | (26,702) | |||||||||||||||
| Stock-based compensation and related employer payroll taxes (3) | 4,694 | 5,924 | 19,170 | 30,353 | |||||||||||||||||||
| Amortization of acquired intangible assets (4) | 5,199 | 4,982 | 20,798 | 21,277 | |||||||||||||||||||
| Transaction and related acquisition costs (4) | 7,440 | — | 11,278 | — | |||||||||||||||||||
| Amortization of deferred financing costs (5) | 160 | 117 | 646 | 243 | |||||||||||||||||||
| Impairment charges (5) | — | 3,597 | 2,023 | 12,125 | |||||||||||||||||||
| Legal settlements and related expenses (5) | 1,575 | 895 | 6,125 | 33,791 | |||||||||||||||||||
| Losses in equity method investments (5) | 4,969 | 3,820 | 86,870 | 15,751 | |||||||||||||||||||
| Change in fair value of loans held for sale (5) | — | (2) | (152) | (246) | |||||||||||||||||||
| Realized loss on available-for-sale investment securities (5) | — | — | 24,779 | — | |||||||||||||||||||
| Extraordinary severance expenses (6) | 1,416 | — | 6,880 | 6,072 | |||||||||||||||||||
| Restructuring and other charges (7) | 2,223 | — | 22,125 | — | |||||||||||||||||||
| Other expense (income), net (5) | 2 | (122) | 67 | (126) | |||||||||||||||||||
| Income tax effect (8) | 14,751 | (2,123) | (21,977) | (18,533) | |||||||||||||||||||
| Non-GAAP net (loss) income | $ | (4,394) | $ | 22,191 | $ | 79,766 | $ | 74,005 | |||||||||||||||
| Diluted (loss) earnings per common share | |||||||||||||||||||||||
| GAAP | $ | (0.84) | $ | 0.09 | $ | (1.79) | $ | (0.50) | |||||||||||||||
| Non-GAAP | $ | (0.08) | $ | 0.40 | $ | 1.41 | $ | 1.37 | |||||||||||||||
| Diluted weighted-average common shares issued and outstanding | |||||||||||||||||||||||
| GAAP | 55,492 | 55,153 | 55,099 | 53,527 | |||||||||||||||||||
| Non-GAAP | 55,492 | 55,153 | 56,701 | 54,207 | |||||||||||||||||||
Reconciliation of GAAP to Non-GAAP Diluted Weighted-Average
Shares Issued and Outstanding
(Unaudited)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Diluted weighted-average shares issued and outstanding | 55,492 | 55,153 | 55,099 | 53,527 | |||||||||||||||||||
| Anti-dilutive shares due to GAAP net loss | — | — | 1,602 | 680 | |||||||||||||||||||
| Non-GAAP diluted weighted-average shares issued and outstanding | 55,492 | 55,153 | 56,701 | 54,207 | |||||||||||||||||||
GREEN DOT CORPORATION
Supplemental Detail on Diluted Weighted-Average Common Shares Issued and Outstanding
(Unaudited)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Class A common stock outstanding as of December 31: | 55,565 | 54,227 | 55,565 | 54,227 | |||||||||||||||||||
| Weighting adjustment | (73) | (238) | (466) | (700) | |||||||||||||||||||
| Dilutive potential shares: | |||||||||||||||||||||||
| Service based restricted stock units | — | 1,128 | 1,532 | 666 | |||||||||||||||||||
| Performance-based restricted stock units | — | 18 | 63 | 5 | |||||||||||||||||||
| Employee stock purchase plan | — | 18 | 7 | 9 | |||||||||||||||||||
| Diluted weighted-average shares issued and outstanding | 55,492 | 55,153 | 56,701 | 54,207 | |||||||||||||||||||
Reconciliation of Net Income and Loss to Adjusted EBITDA (1)
(Unaudited)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Net (loss) income | $ | (46,823) | $ | 5,103 | $ | (98,866) | $ | (26,702) | |||||||||||||||
| Interest expense, net (2) | 1,580 | 1,200 | 6,152 | 5,506 | |||||||||||||||||||
| Income tax expense | 14,543 | 2,754 | 1,594 | 4,163 | |||||||||||||||||||
| Depreciation and amortization of property, equipment and internal-use software (2) | 17,192 | 15,690 | 64,722 | 63,422 | |||||||||||||||||||
| Stock-based compensation and related employer payroll taxes (2)(3) | 4,694 | 5,924 | 19,170 | 30,353 | |||||||||||||||||||
| Amortization of acquired intangible assets (2)(4) | 5,199 | 4,982 | 20,798 | 21,277 | |||||||||||||||||||
| Transaction and related acquisition costs (2)(4) | 7,440 | — | 11,278 | — | |||||||||||||||||||
| Impairment charges (2)(5) | — | 3,597 | 2,023 | 12,125 | |||||||||||||||||||
| Legal settlements and related expenses (2)(5) | 1,575 | 895 | 6,125 | 33,791 | |||||||||||||||||||
| Losses in equity method investments (2)(5) | 4,969 | 3,820 | 86,870 | 15,751 | |||||||||||||||||||
| Change in fair value of loans held for sale (2)(5) | — | (2) | (152) | (246) | |||||||||||||||||||
| Realized loss on available-for-sale investment securities (2)(5) | — | — | 24,779 | — | |||||||||||||||||||
| Extraordinary severance expenses (2)(6) | 1,416 | — | 6,880 | 6,072 | |||||||||||||||||||
| Restructuring and other charges (7) | 2,223 | — | 22,125 | — | |||||||||||||||||||
| Other expense (income), net (2)(5) | 2 | (122) | 67 | (126) | |||||||||||||||||||
| Adjusted EBITDA | $ | 14,010 | $ | 43,841 | $ | 173,565 | $ | 165,386 | |||||||||||||||
| Non-GAAP total operating revenues | $ | 519,723 | $ | 451,717 | $ | 2,068,704 | $ | 1,707,715 | |||||||||||||||
| Adjusted EBITDA/Non-GAAP total operating revenues (adjusted EBITDA margin) | 2.7 | % | 9.7 | % | 8.4 | % | 9.7 | % | |||||||||||||||
(1)To supplement Green Dot’s consolidated financial statements presented in accordance with GAAP, Green Dot uses measures of operating results that are adjusted to exclude various, primarily non-cash, expenses and charges. These financial measures are not calculated or presented in accordance with GAAP and should not be considered as alternatives to or substitutes for operating revenues, operating income, net income or any other measure of financial performance calculated and presented in accordance with GAAP. These financial measures may not be comparable to similarly-titled measures of other organizations because other organizations may not calculate their measures in the same manner as Green Dot does. These financial measures are adjusted to eliminate the impact of items that Green Dot does not consider indicative of its core operating performance. You are encouraged to evaluate these adjustments and the reasons Green Dot considers them appropriate.
Green Dot believes that the non-GAAP financial measures it presents are useful to investors in evaluating Green Dot’s operating performance for the following reasons:
•adjusted EBITDA is widely used by investors to measure a company’s operating performance without regard to items, such as non-operating net interest income and expense, income tax benefit and expense, depreciation and amortization, stock-based compensation and related employer payroll taxes, changes in the fair value of contingent consideration, transaction costs, impairment charges, extraordinary severance expenses, restructuring and other charges, certain legal settlement and related expenses, earnings or losses from equity method investments, changes in the fair value of loans held for sale, realized gains and losses on available-for-sale investment securities, and other charges and income that can vary substantially from company to company depending upon their respective financing structures and accounting policies, the book values of their assets, their capital structures and the methods by which their assets were acquired;
•securities analysts use adjusted EBITDA as a supplemental measure to evaluate the overall operating performance of companies; and
•Green Dot records stock-based compensation from period to period, and recorded stock-based compensation expenses and related employer payroll taxes, net of forfeitures, of approximately $4.7 million and $5.9 million for the three months ended December 31, 2025 and 2024, respectively. By comparing Green Dot’s adjusted EBITDA, non-GAAP net income and non-GAAP diluted earnings per share in different historical periods, investors can evaluate Green Dot’s operating results without the additional variations caused by stock-based compensation expense and related employer payroll taxes, which may not be comparable from period to period due to changes in the fair market value of Green Dot’s Class A common stock (which is influenced by external factors like the volatility of the public markets and the financial performance of Green Dot’s peers) and is not a key measure of Green Dot’s operations.
Green Dot’s management uses the non-GAAP financial measures:
▪as measures of operating performance, because they exclude the impact of items not directly resulting from Green Dot’s core operations;
▪for planning purposes, including the preparation of Green Dot’s annual operating budget;
▪to allocate resources to enhance the financial performance of Green Dot’s business;
▪to evaluate the effectiveness of Green Dot’s business strategies;
▪to establish metrics for variable compensation; and
▪in communications with Green Dot’s board of directors concerning Green Dot’s financial performance.
Green Dot understands that, although adjusted EBITDA and other non-GAAP financial measures are frequently used by investors and securities analysts in their evaluations of companies, these measures have limitations as an analytical tool, and you should not consider them in isolation or as substitutes for an analysis of Green Dot’s results of operations as reported under GAAP. Some of these limitations are:
▪that these measures do not reflect Green Dot’s capital expenditures or future requirements for capital expenditures or other contractual commitments;
▪that these measures do not reflect changes in, or cash requirements for, Green Dot’s working capital needs;
▪that these measures do not reflect non-operating interest expense or interest income;
▪that these measures do not reflect cash requirements for income taxes;
▪that, although depreciation and amortization are non-cash charges, the assets being depreciated or amortized will often have to be replaced in the future, and these measures do not reflect any cash requirements for these replacements; and
▪that other companies in Green Dot’s industry may calculate these measures differently than Green Dot does, limiting their usefulness as comparative measures.
(2)Green Dot does not include any income tax impact of the associated non-GAAP adjustment to adjusted EBITDA, as the case may be, because each of these adjustments to the non-GAAP financial measure is provided before income tax expense.
(3)This expense consists primarily of expenses for restricted stock units (including performance-based restricted stock units) and related employer payroll taxes. Stock-based compensation expense is not comparable from period to period due to changes in the fair market value of Green Dot’s Class A common stock (which is influenced by external factors like the volatility of public markets and the financial performance of Green Dot’s peers) and is not a key measure of Green Dot’s operations. Green Dot excludes stock-based compensation expense from its non-GAAP financial measures primarily because it consists of non-cash expenses that Green Dot does not believe are reflective of ongoing operating results. Green Dot also believes that it is not useful to investors to understand the impact of stock-based compensation to its results of operations. Further, the related employer payroll taxes are dependent upon volatility in Green Dot's stock price, as well as the timing and size of option exercises and vesting of restricted stock units, over which Green Dot has limited to no control. This expense is included as a component of compensation and benefits expenses on Green Dot's consolidated statements of operations.
(4)Green Dot excludes certain expenses that are the result of acquisition or divestiture activities, including a sale in connection with its evaluation of strategic alternatives. These acquisition-related adjustments include items such as transaction costs, the amortization of acquired intangible assets, changes in the fair value of contingent consideration, settlements of contingencies established at time of acquisition and other acquisition related charges, such as integration charges and professional and legal fees, which result in Green Dot recording expenses or fair value adjustments in its GAAP financial statements. Green Dot may also from time to time incur gains or losses from divestitures of a business or other sale activities, as well as professional and legal fees and other direct expenses associated with such transactions. Green Dot analyzes the performance of its operations without regard to these adjustments. In determining whether any acquisition-related adjustment is appropriate, Green Dot takes into consideration, among other things, how such adjustments would or would not aid in the understanding of the performance of its operations. These items are included as a component of other general and administrative expenses on Green Dot's consolidated statements of operations, as applicable for the periods presented.
(5)Green Dot excludes certain income and expenses that are not reflective of ongoing operating results. It is difficult to estimate the amount or timing of these items in advance. Although these events are reflected in Green Dot's GAAP financial statements, Green Dot excludes them in its non-GAAP financial measures because Green Dot believes these items may limit the comparability of ongoing operations with prior and future periods. These adjustments include items such as amortization attributable to deferred financing costs, impairment charges related to long-lived assets, earnings or losses from equity method investments, legal settlements and related expenses, changes in the fair value of loans held for sale, realized gains and losses on available-for-sale investment securities and other income and expenses, as applicable for the periods presented. In determining whether any such adjustment is appropriate, Green Dot takes into consideration, among other things, how such adjustments would or would not aid in the understanding of the performance of its operations. Each of these adjustments, except for amortization of deferred financing costs, earnings and losses from equity method investments, fair value changes on loans held for sale, and realized gains and losses on available-for-sale investment securities, which are all included below operating income, are included within other general and administrative expenses on Green Dot's consolidated statements of operations.
(6)During the three months ended December 31, 2025, Green Dot recorded $1.4 million related to extraordinary severance expenses, which were paid out in connection with reductions in force and other extraordinary involuntary terminations of employment. Although severance expenses may arise throughout the fiscal year, Green Dot believes the nature of these extraordinary costs are not indicative of its core operating performance. This expense is included as a component of compensation and benefits expenses on Green Dot's consolidated statements of operations.
(7)During the three months ended December 31, 2025, Green Dot recorded $2.2 million for restructuring and other charges related specifically to the closure of its China operations. The expenses primarily include employee severance expenses, and to a lesser extent, lease termination and related charges and other direct costs incurred as a result of its exit plan. Green Dot excludes restructuring and other charges primarily because these costs are not reflective of ongoing operating results, nor are considered normal, recurring cash operating expenses.
(8)Represents the tax effect for the related non-GAAP measure adjustments using Green Dot's year to date non-GAAP effective tax rate. It also excludes the impact of excess tax benefits related to stock-based compensation, the IRC §162(m) limitation that applies to performance-based restricted stock units expense, and valuation allowances related to deferred tax assets as of December 31, 2025.
(9)Represents commissions and certain processing-related costs associated with embedded finance products and services where Green Dot does not control customer acquisition. This adjustment is netted against revenues when evaluating segment performance.
(10)Represents other non-interest investment income earned by Green Dot Bank. This amount is included along with operating interest income in Green Dot's Corporate and Other segment since the yield earned on these investments are generated on a recurring basis and earned similarly to its investment securities available-for-sale.
Green Dot Corporation - Confidential Q4 2025 Results March 16, 2026
Green Dot Corporation Safe Harbor Statement This presentation 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 Corporation (“Green Dot”), CommerceOne, and affiliates of Smith Ventures, 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 (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 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 communication. 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 Smith Ventures, 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 Smith Ventures 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.
Green Dot Corporation Safe Harbor Statement (Continued) 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, 2024, 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 Smith Ventures 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.
Green Dot Corporation Revenue momentum remains solid with growth of 15%; Led by the B2B segment Key Q4 Financial Highlights and Themes Q4 2025 Non-GAAP Results Non-GAAP Revenue1 up 15% Adjusted EBITDA1 declined 68% Non-GAAP EPS1 declined 120% Results came in modestly ahead of our expectations. Year-over-year results face challenging prior year comparisons as 4Q24 results benefitted from gift card breakage revenue, a sharp pullback in direct-to-consumer marketing spend in our Consumer segment and lower bonus accruals. However, results in 4Q25 benefited from the growth in our B2B business, in particular our BaaS division. Results also continued to benefit from disciplined expense management and increased earnings from our investment portfolio. Despite revenue growth EBITDA declined 68% In addition to revenue declines experienced in 4Q25, last year the company benefited from a variety of non- recurring benefits in both revenue and expenses. In addition, the Money Movement segment experienced negative effects in 4Q25 due to the costs associated with launching a new tax partner, though we expect profitability to notably improve as we move through the tax season. The B2B segment posted modest profit growth benefiting from revenue growth. The Consumer segment saw profits decline due to the drop in revenue, a benefit recorded in 4Q24 and a sharp increase in marketing expense versus the prior year. 1 Please see appendix at end of presentation for a reconciliation of GAAP to Non-GAAP Measures Increase in revenue was mainly attributable to the B2B segment, with revenue growth from existing partners and successful onboarding of new partners. Revenue declines in the Consumer Services segment were impacted by some non-recurring revenue in 4Q24; Declines continue to moderate, benefitting from the launch of PLS and improved customer metrics such as GDV and revenue per active in the Direct channel. The Money Movement Services segment benefited from the launch of a new large franchise partner in the Tax Processing business, offsetting modest declines in the Money Processing division.
Green Dot Corporation Non-GAAP Revenue1 of $520M increased 15% • Consumer Services of $87.6M was down 18%. • B2B Services revenue of $385.6M was up 24%. • Money Movement revenue of $34.4M was up 16%. Adjusted EBITDA1 of $14M was down 68% • The adjusted EBITDA margin of 2.7% was down 701bps. Much of this decline was driven by challenging comparisons with 4Q24 when we benefited from 3 discrete items in Consumer Services and Corporate that benefited the quarter by ~$14M. Excluding the impact of those items, we estimate that EBITDA margins would have been down ~400bp. • Consumer Services segment profit was down 41%. • B2B Services segment profit was up 2%. • Money Movement segment profit was down 46%. Non-GAAP EPS1 of $(0.08) • Non-GAAP EPS was negative and declined because of reduced earnings, driven in part by a higher bonus accrual in 4Q25 to reflect the stronger than anticipated financial performance in the year. Non-GAAP Revenue1 Consolidated Results Adjusted EBITDA1 Adjusted EBITDA Margin1 Non-GAAP EPS1 in millions, reflects change versus the prior year in millions, reflects change versus the prior year reflects change in basis points versus the prior year reflects change versus the prior year 1 Please see appendix at end of presentation for a reconciliation of GAAP to Non-GAAP Measures
Green Dot Corporation Active accounts1 decreased 7% • Active accounts were down on a year over year basis, as growth in B2B Services active accounts of 8% was offset by a 21% decline in Consumer Services active accounts. • Within Consumer Services, Retail actives were down 13% after moving past the initial positive impact of launching PLS. The Direct channel saw a 37% decline in actives as we moderated our marketing spend in recent quarters. • Consumer Services direct deposit active accounts1 were down 9% from the prior year and account for approximately 26% of total active accounts in the Consumer Services segment. • B2B Services active accounts were up 8% due to growth of existing partners and new launches in our BaaS channel while rapid! Paycard actives remain under pressure. Gross dollar volume (GDV) up 15% over prior year • Consumer Services down 11%. • B2B Services up 18%. Purchase volume (PV) was down 9% from last year • Consumer Services down 13%. • B2B Services was down 2%. Net interchange rate2 declined 1bp • The Interchange rate was down slightly due to transaction mix and higher average transaction size. Active Accounts1 Consolidated Key Metrics Gross Dollar Volume (GDV) Purchase Volume (PV) Net Interchange Rate2 in millions, reflects change versus the prior year in millions, reflects change versus the prior year in millions, reflects change versus the prior year reflects change in basis points versus the prior year 1 Represents the total number of accounts that had at least one purchase, deposit or ATM withdrawal transaction during the applicable quarter 2 Net Interchange Rate equals Interchange revenues divided by Purchase Volume
Green Dot Corporation Segment Revenue Consumer Services Segment Segment Profit Active Accounts1 Purchase Volume in millions, reflects change versus the prior year in millions, reflects change versus the prior year in millions, reflects change versus the prior year in millions, reflects change versus the prior year Segment revenue declined 18% • Revenue declines reflect the ongoing headwinds in the Retail channel and reduced marketing spend in the Direct channel in 2024, partially offset by the impact of the launch of PLS. Year over year declines were impacted from discrete items last year that did not re- occur in 2025, such as gift card breakage revenue. Excluding that benefit, revenue was down ~13%. • Revenue in the Retail channel was down 20% from prior year. Excluding the discrete benefit in 2024, revenue declined ~12%. The Direct channel saw year-over-year revenue declines of 15% due to a reduction in marketing spend in 2024. • Revenue per active account1 was up 3% versus prior year and up 1% for the full year. Segment profit decreased 41% • Segment profit declined because of revenue headwinds discussed above, including the non-recurring benefit in prior year, as well as increased marketing spend in the Direct channel in 4Q25. Active accounts1 declined 21%; Direct deposit active accounts declined 9% • The decline in active accounts continues to be driven by secular headwinds in Retail while account declines in the Direct channel reflect a pullback in marketing over the prior year. PV declined 13% and GDV declined 11% • GDV and PV declines were driven by the reduction in active accounts though the decline in purchase volumes is more moderate relative to the decrease in active accounts as the remaining customers base continues to have a more attractive and engaged financial profile. 1 Represents the total number of accounts that had at least one purchase, deposit or ATM withdrawal transaction during the applicable quarter
Green Dot Corporation Segment Revenue B2B Services Segment Segment Profit Active Accounts1 Purchase Volume in millions, reflects change versus the prior year in millions, reflects change versus the prior year in millions, reflects change versus the prior year in millions, reflects change versus the prior year Segment revenue increased 24% • Though growth remains largely driven by a key BaaS partner, the rest of the BaaS division also continues to see growth in core metrics such as accounts and payment volume driven by growth of existing partners and the launch of new partners. • rapid! PayCard revenue declined during the quarter as this division continued to face headwinds stemming from pressures in the staffing industry, though actives appear to have stabilized and purchase volumes have now increased sequentially for two consecutives quarters. Segment profit increased 2% • Segment profit margin decreased 152bps • Margins were down from prior year due to revenue mix in the BaaS division while rapid! Paycard saw margins expand due to initiatives to reduce expenses and drive efficiency. Active accounts1 were up 8% • The launch of new partners and growth of existing partners in the BaaS division continues to drive the growth in active accounts, offsetting declines in the rapid! PayCard division. PV declined 2% and GDV increased 18% • The decline in PV reflects the year-over-year headwinds on active accounts in our rapid! Paycard business, partially offset by growth from new partners and existing partners in the BaaS channel. Growth in GDV continues to be driven by several key BaaS partners that have programs that are more GDV-centric offsetting declines in rapid! Paycard. 1 Represents the total number of accounts that had at least one purchase, deposit or ATM withdrawal transaction during the applicable quarter
Green Dot Corporation Segment Revenue Money Movement Services Segment Segment Profit Cash Transfers Tax Refunds Processed in millions, reflects change versus the prior year in millions, reflects change versus the prior year in millions, reflects change versus the prior year in millions, reflects change versus the prior year Segment revenue increased 16% • Revenue increased as the result of the launch of a significant new franchise partner within the tax processing business, while Money Processing channel revenue was impacted primarily by softness in Consumer Services segment active accounts. Segment profit decreased 46% • Segment profit was negatively impacted in 4Q25 due to the costs associated with launching a new partner in the tax business, though we expect profitability to improve notably over the course of the tax season. Revenue generating cash transfers were down 9% • While the transactions were down 9%, revenue was down 8% due to a more favorable transaction mix which drove up revenue per transaction. • 3rd party volumes were down 5% but when adjusting for 2 partners that saw significant reductions in lower revenue transactions, the rest of the 3rd party channel saw growth in the low single-digits and now account for approximately 74% of total transactions. Tax refunds processed were down 29% • In a seasonally slow quarter, the tax business saw a decline in transactions versus last year.
Appendix Green Dot Corporation10 Segment Information
Green Dot Corporation Reconciliation of Segment Revenues Green Dot's segment reporting is based on how its Chief Operating Decision Maker (“CODM”) manages its businesses, including resource allocation and performance assessment. Its CODM (who is the Chief Executive Officer) organizes and manages the businesses primarily on the basis of the channels in which its product and services are offered and uses net revenue and segment profit to assess profitability. Segment profit reflects each segment's net revenue less direct costs, such as sales and marketing expenses, processing expenses, transaction losses and fraud management, and customer support and related expenses. Green Dot’s operations are aggregated amongst three reportable segments: 1) Business to Business ("B2B") Services, 2) Consumer Services and 3) Money Movement Services. The Corporate and Other segment primarily consists of net interest income, certain other investment income earned by Green Dot's bank, interest profit sharing arrangements with certain BaaS partners (a reduction of revenue), eliminations of inter-segment revenues and expenses, and unallocated corporate expenses, which include Green Dot's fixed expenses, such as salaries, wages and related benefits for its employees and certain third-party contractors, professional services fees, software licenses, telephone and communication costs, rent, utilities, and insurance that are not considered when Green Dot's CODM evaluates segment performance. Non-cash expenses such as stock-based compensation, depreciation and amortization of long-lived assets, impairment charges and other non-recurring expenses that are not considered by Green Dot's CODM when it is evaluating overall consolidated financial results are excluded from its unallocated corporate expenses. Green Dot does not evaluate performance or allocate resources based on segment asset data, and therefore such information is not presented. $ In millions
Green Dot Corporation Reconciliation of Segment Profits $ In millions
Appendix Green Dot Corporation13 Division Information
Green Dot Corporation Revenue Retail division Gross Dollar Volume Active Accounts1 Purchase Volume in millions, reflects change versus the prior year in millions, reflects change versus the prior year in millions, reflects change versus the prior year in millions, reflects change versus the prior year Revenue was down 20% • Revenue declines reflects the headwinds on active accounts and absence of certain non-recurring revenue from a program that was winding down but provided a benefit last year. Absent the non- recurring revenue in 4Q24, revenue was down 12%. Declines remain more moderate than prior years as secular headwinds remain partially offset by the positive impact of the PLS launch and increased utilization of additional products and features driving an increase in revenue per active. • The performance of PLS remains solid and the expected launch of DolFinTech and Amscot is expected to help to continue to drive more moderate rates of the decline than in prior years. Active accounts1 were down 13% versus last year • Active accounts continue to decline due to secular changes in consumer behavior, increased competition from digital-first offerings and improved risk management processes that are forcing out higher-risk accounts. However, that was partially offset by the positive impact of the PLS launch as well as initiatives intended to improve customer experience and retention. GDV and PV declined 11% and 13%, respectively • Volumes were down with decline in actives but remain more moderate than in prior years. 1 Represents the total number of accounts that had at least one purchase, deposit or ATM withdrawal transaction during the applicable quarter
Green Dot Corporation Revenue Direct division Gross Dollar Volume Active Accounts1 Purchase Volume in millions, reflects change versus the prior year in millions, reflects change versus the prior year in millions, reflects change versus the prior year in millions, reflects change versus the prior year Revenue declined 15% • Revenue growth remains under pressure due to a decline in actives that is driven in part to by a pullback in marketing spend over the last year and the continued decline in legacy products as result of the decision to focus solely on the GO2bank brand. Active accounts1 decreased 37% • Actives declined due to a pullback in marketing spend over the last several quarters as we looked to manage expenses and optimize our cost of acquiring new customers. • Over the course of 2025, we invested in new feature functionality and user experience that should help improve customer acquisition and retention in 2026. GDV and PV declined 12% and 13%, respectively • Volume declines reflect the decline in active accounts. However, declines in volumes were more moderate than the reduction in actives as we are seeing improved engagement from those actives that remain on the platform. 1 Represents the total number of accounts that had at least one purchase, deposit or ATM withdrawal transaction during the applicable quarter
Green Dot Corporation Revenue BaaS division Gross Dollar Volume Active Accounts1 Purchase Volume in millions, reflects change versus the prior year in millions, reflects change versus the prior year in millions, reflects change versus the prior year in millions, reflects change versus the prior year Revenue increased 26% • Revenue growth was primarily driven by a large strategic partner while the rest of the BaaS business also saw growth in accounts and volume in the quarter driven by new partner launches and the growth of existing partners and new products and services. Active accounts1 increased 21% • Active accounts continued to increase due to the growth of new partners and existing partners. GDV increased 14% and PV increased 3% • Growth in gross dollar volume continues to be stronger than purchase volume due to a couple of partners that have products that are more GDV-centric in nature. Purchase volumes continued to show growth as we launched new partners and saw growth from existing partners as we work with them to grow their user base. 1 Represents the total number of accounts that had at least one purchase, deposit or ATM withdrawal transaction during the applicable quarter
Green Dot Corporation Revenue rapid! Paycard division Gross Dollar Volume Active Accounts1 Purchase Volume in millions, reflects change versus the prior year in millions, reflects change versus the prior year in millions, reflects change versus the prior year in millions, reflects change versus the prior year Revenue declined 16% • Revenue declines are driven by the continued decline in active accounts which resulted in lower purchase volumes and interchange revenue. ATM fees were also under pressure as consumers are withdrawing cash less frequently. Active accounts1 declined 16% • The decline in active accounts is largely driven by pressure on the temporary staffing industry, one of the largest verticals. Despite those headwinds, other sales activity for the quarter remained strong compared to prior year and investments in earned wage access (EWA) capabilities continue. • Management has intensified its focus on implementing programs and strategies to drive increased employer and employee engagement to enhance activations and improve retention. • New leadership in the rapid! Paycard division is aggressively right sizing the business, recently enacting a restructuring program and reducing expenses and putting more emphasis on the EWA opportunity. GDV fell 18%; PV declined 9% • Declines remain driven by the decline in active accounts. Despite the decline in actives, purchase volume declined at a more moderate pace and has now increased for 2 consecutive quarters with strong spending growth per active which may point to initial success in our efforts to drive consumer engagement. 1 Represents the total number of accounts that had at least one purchase, deposit or ATM withdrawal transaction during the applicable quarter
Green Dot Corporation Revenue Money Processing division Revenue Generating Transfers-GDOT Issued Cash Transfers to Third Party Accounts in millions, reflects change versus the prior year in millions, reflects change versus the prior year in millions, reflects change versus the prior year Revenue declined 8% • Declines remain largely driven by the decline in transactions from Green Dot-issued active accounts in the Consumer Services segment though there was a modest decline in 3rd party transactions. Revenue per transaction was up 2%. Revenue generating cash transfers from GDOT-issued accounts declined 20%; Third Party volumes declined 5% • Declines in cash transfers to Green Dot-issued accounts reflect the decline in Green Dot issued accounts in the Consumer Services segment, predominantly our Green Dot branded products. While we have seen growth in our FSC channel, such as PLS, those consumers don’t utilize our re-load network as frequently. • Cash transfers to third party accounts were down 5%. Despite the decline they now represent approximately 74% of total cash transfers. Transfers were down due to the run-off of 2 partnerships that had lower revenue transactions. Excluding the impact of those lower revenue transactions, we estimate that transactions were up in the low single-digits. A solid backlog of signed partners, including our recently announced agreement with Stripe, are expected to set the stage for a re-acceleration in future transaction growth.
Green Dot Corporation Revenue Tax Processing division Tax Refunds Processed in millions, reflects change versus the prior year in millions, reflects change versus the prior year Revenue increased 348% • The Tax Processing division saw revenue increase due to the successful launch of a product for a new large franchise partner. Refunds processed were down 29% • Refund transfer volumes, which are negligible in the seasonally slow 4th quarter were down from prior year.
Appendix Green Dot Corporation20 Non-GAAP Financial Measures
Green Dot Corporation About Non-GAAP Financial Measures To supplement Green Dot's consolidated financial statements presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"), Green Dot uses measures of operating results that are adjusted for, among other things, non-operating net interest income and expense; other non-interest investment income earned by its bank; income tax benefit and expense; depreciation and amortization, including amortization of acquired intangibles; certain legal settlement gains and charges; stock-based compensation and related employer payroll taxes; changes in the fair value of contingent consideration; transaction costs from acquisitions or divestitures; amortization attributable to deferred financing costs, impairment charges; extraordinary severance expenses; restructuring and other charges; earnings or losses from equity method investments; changes in the fair value of loans held for sale; commissions and certain processing-related costs associated with embedded finance products and services where Green Dot does not control customer acquisition; realized gains and losses on available-for-sale investment securities; other charges and income not reflective of ongoing operating results; and income tax effects. This earnings release includes non-GAAP total operating revenues, adjusted EBITDA, non-GAAP net income and loss, and non-GAAP diluted earnings and loss per share. These non-GAAP financial measures are not calculated or presented in accordance with, and are not alternatives or substitutes for, financial measures prepared in accordance with GAAP, and should be read only in conjunction with Green Dot's financial measures prepared in accordance with GAAP. Green Dot's non-GAAP financial measures may be different from similarly-titled non-GAAP financial measures used by other companies. Green Dot believes that the presentation of non- GAAP financial measures provides useful information to management and investors regarding underlying trends in its consolidated financial condition and results of operations. Green Dot's management regularly uses these supplemental non-GAAP financial measures internally to understand, manage and evaluate Green Dot's business and make operating decisions. For additional information regarding Green Dot's use of non-GAAP financial measures and the items excluded by Green Dot from one or more of its historic non-GAAP financial measures, investors are encouraged to review the reconciliations of Green Dot's historic non-GAAP financial measures to the comparable GAAP financial measures, which are included herein, or can be found by clicking on “Financial Information” in the Investor Relations section of Green Dot's website at http://ir.greendot.com/.
Green Dot Corporation Non-GAAP Financial Measures
Green Dot Corporation Non-GAAP Financial Measures
Green Dot Corporation Non-GAAP Financial Measures
Green Dot Corporation Non-GAAP Financial Measures
Green Dot Corporation Non-GAAP Financial Measures 1) To supplement Green Dot’s consolidated financial statements presented in accordance with GAAP, Green Dot uses measures of operating results that are adjusted to exclude various, primarily non-cash, expenses and charges. These financial measures are not calculated or presented in accordance with GAAP and should not be considered as alternatives to or substitutes for operating revenues, operating income, net income or any other measure of financial performance calculated and presented in accordance with GAAP. These financial measures may not be comparable to similarly-titled measures of other organizations because other organizations may not calculate their measures in the same manner as Green Dot does. These financial measures are adjusted to eliminate the impact of items that Green Dot does not consider indicative of its core operating performance. You are encouraged to evaluate these adjustments and the reasons Green Dot considers them appropriate. Green Dot believes that the non-GAAP financial measures it presents are useful to investors in evaluating Green Dot’s operating performance for the following reasons: • adjusted EBITDA is widely used by investors to measure a company’s operating performance without regard to items, such as non-operating net interest income and expense, income tax benefit and expense, depreciation and amortization, stock-based compensation and related employer payroll taxes, changes in the fair value of contingent consideration, transaction costs, impairment charges, extraordinary severance expenses, certain legal settlement and related expenses, earnings or losses from equity method investments, changes in the fair value of loans held for sale, realized gains and losses on available-for-sale investment securities, and other charges and income that can vary substantially from company to company depending upon their respective financing structures and accounting policies, the book values of their assets, their capital structures and the methods by which their assets were acquired; • securities analysts use adjusted EBITDA as a supplemental measure to evaluate the overall operating performance of companies; and • Green Dot records stock-based compensation from period to period, and recorded stock-based compensation expenses and related employer payroll taxes, net of forfeitures, of approximately $4.7 million and $5.9 million for the three months ended December 31, 2025 and 2024, respectively. By comparing Green Dot’s adjusted EBITDA, non-GAAP net income and non-GAAP diluted earnings per share in different historical periods, investors can evaluate Green Dot’s operating results without the additional variations caused by stock-based compensation expense and related employer payroll taxes, which may not be comparable from period to period due to changes in the fair market value of Green Dot’s Class A common stock (which is influenced by external factors like the volatility of the public markets and the financial performance of Green Dot’s peers) and is not a key measure of Green Dot’s operations. Green Dot’s management uses the non-GAAP financial measures: • as measures of operating performance, because they exclude the impact of items not directly resulting from Green Dot’s core operations; • for planning purposes, including the preparation of Green Dot’s annual operating budget; • to allocate resources to enhance the financial performance of Green Dot’s business; • to evaluate the effectiveness of Green Dot’s business strategies; • to establish metrics for variable compensation; and • in communications with Green Dot’s board of directors concerning Green Dot’s financial performance.
Green Dot Corporation Non-GAAP Financial Measures Green Dot understands that, although adjusted EBITDA and other non-GAAP financial measures are frequently used by investors and securities analysts in their evaluations of companies, these measures have limitations as an analytical tool, and you should not consider them in isolation or as substitutes for an analysis of Green Dot’s results of operations as reported under GAAP. Some of these limitations are: • that these measures do not reflect Green Dot’s capital expenditures or future requirements for capital expenditures or other contractual commitments; • that these measures do not reflect changes in, or cash requirements for, Green Dot’s working capital needs; • that these measures do not reflect non-operating interest expense or interest income; • that these measures do not reflect cash requirements for income taxes; • that, although depreciation and amortization are non-cash charges, the assets being depreciated or amortized will often have to be replaced in the future, and these measures do not reflect any cash requirements for these replacements; and • that other companies in Green Dot’s industry may calculate these measures differently than Green Dot does, limiting their usefulness as comparative measures. 2) Green Dot does not include any income tax impact of the associated non-GAAP adjustment to adjusted EBITDA, as the case may be, because each of these adjustments to the non-GAAP financial measure is provided before income tax expense. 3) This expense consists primarily of expenses for restricted stock units (including performance-based restricted stock units) and related employer payroll taxes. Stock-based compensation expense is not comparable from period to period due to changes in the fair market value of Green Dot’s Class A common stock (which is influenced by external factors like the volatility of public markets and the financial performance of Green Dot’s peers) and is not a key measure of Green Dot’s operations. Green Dot excludes stock-based compensation expense from its non-GAAP financial measures primarily because it consists of non-cash expenses that Green Dot does not believe are reflective of ongoing operating results. Green Dot also believes that it is not useful to investors to understand the impact of stock-based compensation to its results of operations. Further, the related employer payroll taxes are dependent upon volatility in Green Dot's stock price, as well as the timing and size of option exercises and vesting of restricted stock units, over which Green Dot has limited to no control. This expense is included as a component of compensation and benefits expenses on Green Dot's consolidated statements of operations. 4) Green Dot excludes certain expenses that are the result of acquisition or divestiture activities, including a sale in connection with its evaluation of strategic alternatives. These acquisition-related adjustments include items such as transaction costs, the amortization of acquired intangible assets, changes in the fair value of contingent consideration, settlements of contingencies established at time of acquisition and other acquisition related charges, such as integration charges and professional and legal fees, which result in Green Dot recording expenses or fair value adjustments in its GAAP financial statements. Green Dot may also from time to time incur gains or losses from divestitures of a business or other sale activities, as well as professional and legal fees and other direct expenses associated with such transactions. Green Dot analyzes the performance of its operations without regard to these adjustments. In determining whether any acquisition-related adjustment is appropriate, Green Dot takes into consideration, among other things, how such adjustments would or would not aid in the understanding of the performance of its operations. These items are included as a component of other general and administrative expenses on Green Dot's consolidated statements of operations, as applicable for the periods presented.
Green Dot Corporation Non-GAAP Financial Measures 5) Green Dot excludes certain income and expenses that are not reflective of ongoing operating results. It is difficult to estimate the amount or timing of these items in advance. Although these events are reflected in Green Dot's GAAP financial statements, Green Dot excludes them in its non-GAAP financial measures because Green Dot believes these items may limit the comparability of ongoing operations with prior and future periods. These adjustments include items such as amortization attributable to deferred financing costs, impairment charges related to long-lived assets, earnings or losses from equity method investments, legal settlements and related expenses, changes in the fair value of loans held for sale, realized gains and losses on available-for-sale investment securities and other income and expenses, as applicable for the periods presented. In determining whether any such adjustment is appropriate, Green Dot takes into consideration, among other things, how such adjustments would or would not aid in the understanding of the performance of its operations. Each of these adjustments, except for amortization of deferred financing costs, earnings and losses from equity method investments, fair value changes on loans held for sale, and realized gains and losses on available-for-sale investment securities, which are all included below operating income, are included within other general and administrative expenses on Green Dot's consolidated statements of operations. 6) During the three months ended December 31, 2025, Green Dot recorded $1.4 million related to extraordinary severance expenses, which were paid out in connection with reductions in force and other extraordinary involuntary terminations of employment. Although severance expenses may arise throughout the fiscal year, Green Dot believes the nature of these extraordinary costs are not indicative of its core operating performance. This expense is included as a component of compensation and benefits expenses on Green Dot’s consolidated statements of operations. 7) During the three months ended December 31, 2025, Green Dot recorded $2.2 million for restructuring and other charges related specifically to the closure of its China operations. The expenses primarily include employee severance expenses, and to a lesser extent, lease termination and related charges and other direct costs incurred as a result of its exit plan. Green Dot excludes restructuring and other charges primarily because these costs are not reflective of ongoing operating results, nor are considered normal, recurring cash operating expenses. 8) Represents the tax effect for the related non-GAAP measure adjustments using Green Dot's year to date non-GAAP effective tax rate. It also excludes the impact of excess tax benefits related to stock- based compensation, the IRC §162(m) limitation that applies to performance-based restricted stock units expense, and valuation allowances related to deferred tax assets as of December 31, 2025. 9) Represents commissions and certain processing-related costs associated with embedded finance products and services where Green Dot does not control customer acquisition. This adjustment is netted against revenues when evaluating segment performance. 10) Represents other non-interest investment income earned by Green Dot Bank. This amount is included along with operating interest income in Green Dot's Corporate and Other segment since the yield earned on these investments are generated on a recurring basis and earned similarly to its investment securities available-for-sale.
FAQ
How did Green Dot (GDOT) perform financially in Q4 2025?
Green Dot posted Q4 2025 total operating revenues of $522.6 million, up 15% year over year. However, it reported a net loss of $46.8 million and adjusted EBITDA of $14.0 million, down 68%, as margins were pressured by higher costs and fewer one-time benefits.
What were Green Dot (GDOT)’s full-year 2025 results?
For 2025, Green Dot generated $2.08 billion in total operating revenues, a 21% increase from 2024. The company recorded a net loss of $98.9 million, while adjusted EBITDA improved 5% to $173.6 million and non-GAAP diluted EPS rose to $1.41.
Which segments drove Green Dot (GDOT)’s Q4 2025 performance?
In Q4 2025, the B2B Services segment led growth with revenue up 24% to $385.6 million. Consumer Services revenue fell 18% to $87.6 million, and Money Movement Services revenue increased 16% to $34.4 million but saw a 46% drop in segment profit due to launch-related costs.
What major transactions is Green Dot (GDOT) pursuing with CommerceOne and Smith Ventures?
Green Dot has agreements for Smith Ventures to acquire and privatize its non-bank fintech business and for CommerceOne to acquire Green Dot Bank. After closing, CommerceOne’s bank will act as the fintech business’s exclusive sponsor bank, subject to shareholder and regulatory approvals.
Why is Green Dot (GDOT) not providing 2026 guidance or holding an earnings call?
Green Dot is not hosting an earnings conference call or issuing 2026 financial guidance because of its proposed transactions with CommerceOne and Smith Ventures. The company is in a transitional period while it seeks required shareholder and regulatory approvals for these deals.
How healthy is Green Dot (GDOT)’s balance sheet at year-end 2025?
As of December 31, 2025, Green Dot reported $5.99 billion in total assets and $4.42 billion in deposits. Stockholders’ equity was $890.2 million, and cash at the holding company was approximately $60 million, providing liquidity to support ongoing operations and strategic initiatives.
What is happening in Green Dot (GDOT)’s Consumer Services business?
Consumer Services faced pressure in 2025, with Q4 revenue down 18% and active accounts down 21%. Challenges included weaker traditional retail distribution and lower direct-to-consumer marketing, partly offset by new Financial Service Center partnerships such as PLS and improved revenue per active account.
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