Green Dot director receives 17,496 RSU award

RICHEY ELLEN reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

RICHEY ELLEN reported acquisition or exercise transactions in this Form 4 filing.

Green Dot Corp director Ellen Richey received an equity award of 17,496 shares of Class A Common Stock in the form of restricted stock units (RSUs). The RSUs are scheduled to vest in full on the first anniversary of the grant date.

Vesting will accelerate or be prorated if the merger transactions under the Agreement and Plan of Merger among Green Dot, CommerceOne Financial Corporation and others close before that anniversary. After this award, Richey directly holds 91,965 shares of Class A Common Stock.

Insider Trade Summary

Grant/Award: 17,496 shares

Grant/Award 1 txn

Insider RICHEY ELLEN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	17,496	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 91,965 shares (Direct)

Footnotes (2)

1. F1. Represents shares of Class A Common Stock underlying a restricted stock unit ("RSU") award that will vest as to all underlying shares on the first anniversary of the date of grant, with vesting to accelerate upon the occurrence of the closing of the transactions (the "Closing") contemplated by the Agreement and Plan of Merger by and among the issuer, CommerceOne Financial Corporation ("CommerceOne") and certain other parties thereto, dated as of November 23, 2025 (the "Merger Agreement") prior to such date; provided, however, that in the event the Closing occurs prior to the first anniversary of the date of grant, the RSU award shall vest on a prorated basis such that the number of vested RSUs is equal to the product of the total number of RSUs subject to such award multiplied by a fraction, the numerator of which is the number of days elapsed from the date of grant through and including the date of the Closing, and the denominator of which is 365.
2. F2. (Continued from footnote 1) To the extent reporting person continues in service with CommerceOne or its affiliates following the Closing, the remaining portion of the RSUs shall be treated as an Unvested Green Dot RSU Award in accordance with the Merger Agreement.

Key Figures

RSU grant size: 17,496 shares Grant price: $0.00 per share Post-transaction holdings: 91,965 shares

3 metrics

RSU grant size 17,496 shares Class A Common Stock RSU award to director Ellen Richey

Grant price $0.00 per share Compensation grant, not an open-market purchase

Post-transaction holdings 91,965 shares Total Class A Common Stock directly owned after grant

Key Terms

restricted stock unit ("RSU"), Agreement and Plan of Merger, Merger Agreement, Unvested Green Dot RSU Award

4 terms

restricted stock unit ("RSU") financial

"Represents shares of Class A Common Stock underlying a restricted stock unit ("RSU") award that will vest..."

Agreement and Plan of Merger regulatory

"contemplated by the Agreement and Plan of Merger by and among the issuer, CommerceOne Financial Corporation..."

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.

Merger Agreement regulatory

"dated as of November 23, 2025 (the "Merger Agreement") prior to such date..."

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Unvested Green Dot RSU Award financial

"the remaining portion of the RSUs shall be treated as an Unvested Green Dot RSU Award in accordance with the Merger Agreement."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Green Dot (GDOT) director Ellen Richey report in this Form 4?

Ellen Richey reported receiving 17,496 restricted stock units representing Class A Common Stock of Green Dot as a grant. The award is compensation, not an open-market purchase or sale, and increases her direct holdings to 91,965 shares after the transaction.

How many Green Dot (GDOT) shares were granted to Ellen Richey?

The filing shows a grant of 17,496 shares of Class A Common Stock in the form of RSUs. These units convert into shares upon vesting, providing additional equity-based compensation tied to her continued service with the company and related entities.

At what price were Ellen Richey’s Green Dot RSUs granted?

The RSU award is recorded at a per‑share transaction price of $0.00, reflecting a compensation grant rather than a purchase. Value to Richey depends on Green Dot’s share price when the restricted stock units ultimately vest and convert into common shares.

When do Ellen Richey’s Green Dot (GDOT) RSUs vest?

The RSUs are scheduled to vest as to all 17,496 underlying shares on the first anniversary of the grant date. However, vesting may accelerate or be prorated if the merger transactions contemplated by the Merger Agreement close before that anniversary date.

How is the CommerceOne merger linked to Ellen Richey’s RSU vesting at Green Dot?

The footnotes explain that vesting accelerates or is prorated if the merger with CommerceOne Financial Corporation closes before the first anniversary. Any remaining unvested RSUs for Richey may be treated as an Unvested Green Dot RSU Award under the Merger Agreement terms.

What is Ellen Richey’s total Green Dot shareholding after this RSU grant?

After the reported RSU grant, Ellen Richey is shown as directly owning 91,965 shares of Green Dot Class A Common Stock. This total includes the newly awarded restricted stock units that are subject to vesting conditions based on time and potential merger closing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 07:09 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RICHEY ELLEN

(Last) (First) (Middle)

1675 N. FREEDOM BLVD (200 WEST)

BUILDING 1

(Street)

PROVO UTAH 84604

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
GREEN DOT CORP [ GDOT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/21/2026		A		17,496(1)(2)	A	$0.00	91,965	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of Class A Common Stock underlying a restricted stock unit ("RSU") award that will vest as to all underlying shares on the first anniversary of the date of grant, with vesting to accelerate upon the occurrence of the closing of the transactions (the "Closing") contemplated by the Agreement and Plan of Merger by and among the issuer, CommerceOne Financial Corporation ("CommerceOne") and certain other parties thereto, dated as of November 23, 2025 (the "Merger Agreement") prior to such date; provided, however, that in the event the Closing occurs prior to the first anniversary of the date of grant, the RSU award shall vest on a prorated basis such that the number of vested RSUs is equal to the product of the total number of RSUs subject to such award multiplied by a fraction, the numerator of which is the number of days elapsed from the date of grant through and including the date of the Closing, and the denominator of which is 365.

2. (Continued from footnote 1) To the extent reporting person continues in service with CommerceOne or its affiliates following the Closing, the remaining portion of the RSUs shall be treated as an Unvested Green Dot RSU Award in accordance with the Merger Agreement.

Remarks:

	/s/ Lina Davidian as attorney-in-fact for Ellen Richey	05/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)