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Green Dot (GDOT) CEO eligible for one-time cash bonus of up to $1.25M

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Green Dot Corporation approved a new bonus opportunity for CEO William I. Jacobs tied to the company’s pending merger. The Compensation Committee authorized a one-time discretionary cash bonus of up to $1,250,000 for his service from January 8, 2026 through the merger closing.

To be eligible, Mr. Jacobs must continue serving as CEO through the closing of the proposed merger under the Agreement and Plan of Merger dated November 23, 2025. The Committee will determine the actual bonus amount immediately before closing based on his and the company’s performance, and any bonus will be paid when he ceases serving as CEO in connection with the closing.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Maximum CEO bonus $1,250,000 cash One-time discretionary bonus opportunity tied to merger closing
Bonus service period start January 8, 2026 Service period for evaluating CEO bonus eligibility and performance
Merger agreement date November 23, 2025 Date of Agreement and Plan of Merger referenced for the Closing
one-time discretionary bonus financial
"Mr. Jacobs will be eligible to receive a one-time discretionary bonus for his service"
Compensation Committee financial
"as approved by the Compensation Committee (the “Committee”)"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Agreement and Plan of Merger financial
"under that certain Agreement and Plan of Merger, dated November 23, 2025"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Closing financial
"through the closing of the proposed transactions ... (the “Closing”)"
Understanding 8-K Material Events →
0001386278false00013862782026-04-062026-04-06

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): April 6, 2026
 
Green Dot Corporation
(Exact Name of the Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
001-34819 95-4766827
(Commission File Number) (IRS Employer Identification No.)
1675 N. Freedom Blvd (200 West) Building 1 
Provo,Utah84604 (626)765-2000
(Address of Principal Executive Offices) (Registrant's Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, If Changed Since Last Report)

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

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

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

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

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:Trading Symbol(s):Name of each exchange on which registered:
Class A Common Stock, $0.001 par valueGDOTNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with William I Jacobs’ service as Chief Executive Officer (“CEO”) of Green Dot Corporation (the “Company”), on April 6, 2026, the Company established a bonus opportunity for Mr. Jacobs, as approved by the Compensation Committee (the “Committee”) of the Company’s Board of Directors. Mr. Jacobs will be eligible to receive a one-time discretionary bonus for his service during the period from January 8, 2026 through the closing of the proposed transactions under that certain Agreement and Plan of Merger, dated November 23, 2025, by and among the Company, CommerceOne Financial Corporation, Compass Sub North, Inc., Compass Sub East, Inc. and Compass Sub West, Inc. (the “Closing”) of up to $1,250,000 in cash, provided that Mr. Jacobs continues to serve as CEO through the Closing. The actual amount of the bonus awarded to Mr. Jacobs, if any, will be determined by the Committee in its sole discretion as of immediately prior to the Closing, taking into account Mr. Jacobs’ and the Company’s performance during such period. Any bonus awarded to Mr. Jacobs will be payable upon his cessation of service as CEO in connection with the Closing.


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/ Amy Pugh
Amy Pugh
General Counsel

Date: April 7, 2026


Source: View Original Filing on SEC EDGAR

FAQ

What executive compensation change did Green Dot (GDOT) disclose for its CEO?

Green Dot created a one-time discretionary cash bonus opportunity for CEO William I. Jacobs of up to $1,250,000. The bonus covers his service from January 8, 2026 through the merger closing and is subject to Compensation Committee discretion and performance review.

What conditions must be met for the Green Dot CEO to receive the bonus?

To receive the bonus, William I. Jacobs must continue serving as CEO through the closing of the proposed merger. The Compensation Committee will determine the actual amount, if any, based on his and the company’s performance over the covered period.

When will any bonus to Green Dot CEO William I. Jacobs be paid?

Any bonus awarded will be paid upon William I. Jacobs’ cessation of service as CEO in connection with the merger closing. The Compensation Committee will decide the final amount immediately before closing, considering performance during the specified service period.

How is the Green Dot CEO’s bonus linked to the company’s merger agreement?

The bonus is tied to the closing of the proposed transactions under the Agreement and Plan of Merger dated November 23, 2025. Eligibility and payment depend on Mr. Jacobs serving as CEO through closing and stepping down as CEO in connection with that event.

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