Steel Partners drops below 5% ownership in Green Dot (NYSE: GDOT)

Rhea-AI Filing Summary

Steel Partners–affiliated entities filed Amendment No. 3 to their Schedule 13D on Green Dot Corp. (GDOT), reporting beneficial ownership of 2,196,202 Class A shares, or about 4.0% of Green Dot’s outstanding stock.

These shares are held directly by Steel Connect Sub LLC, with other Steel Partners entities potentially deemed beneficial owners through their relationships with Steel Connect Sub. The filing states that the aggregate purchase price for these 2,196,202 shares was approximately $16,089,857, funded with Steel Connect Sub’s cash on hand and acquired in open-market transactions. The ownership percentage is based on 55,567,588 shares outstanding as of January 31, 2026. As of February 18, 2026, the reporting persons ceased to beneficially own more than 5% of Green Dot’s outstanding shares, moving them below a key regulatory threshold for large shareholders.

Insights

Equity ownership and activism analyst

Steel Partners now reports a 4.0% Green Dot stake, down from above 5%, reducing its large-holder status but keeping a meaningful position.

Steel Connect Sub LLC directly owns 2,196,202 Green Dot shares, with an aggregate purchase price of $16,089,857. Other Steel Partners entities may be deemed beneficial owners through their control relationships, giving the group a coordinated 4.0% interest in Green Dot’s Class A common stock.

The filing notes that all recent share transactions were executed in the open market, and that as of February 18, 2026 the group no longer beneficially owns more than 5% of Green Dot’s outstanding shares. Dropping below the 5% threshold generally reduces additional Schedule 13D reporting obligations while still leaving the group with a sizable, though no longer large, shareholder position.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

GREEN DOT CORP

(Name of Issuer)

Class A Common Stock, $0.001 par value

(Title of Class of Securities)

39304D102

(CUSIP Number)

Warren G. Lichtenstein
Steel Partners Holdings L.P., 590 Madison Avenue, 32nd Floor
New York, NY, 10022
212-520-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 39304D102

1

Name of reporting person

STEEL PARTNERS HOLDINGS L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,196,202.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,196,202.00

11

Aggregate amount beneficially owned by each reporting person

2,196,202.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 39304D102

1

Name of reporting person

Steel Partners Holdings GP Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,196,202.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,196,202.00

11

Aggregate amount beneficially owned by each reporting person

2,196,202.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 39304D102

1

Name of reporting person

SPH Group LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,196,202.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,196,202.00

11

Aggregate amount beneficially owned by each reporting person

2,196,202.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 39304D102

1

Name of reporting person

SPH Group Holdings LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,196,202.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,196,202.00

11

Aggregate amount beneficially owned by each reporting person

2,196,202.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 39304D102

1

Name of reporting person

Steel Excel Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,196,202.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,196,202.00

11

Aggregate amount beneficially owned by each reporting person

2,196,202.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 39304D102

1

Name of reporting person

Steel Connect LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,196,202.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,196,202.00

11

Aggregate amount beneficially owned by each reporting person

2,196,202.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 39304D102

1

Name of reporting person

STEEL CONNECT SUB LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,196,202.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,196,202.00

11

Aggregate amount beneficially owned by each reporting person

2,196,202.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.001 par value
(b)	Name of Issuer: GREEN DOT CORP
(c)	Address of Issuer's Principal Executive Offices: 1675 N. FREEDOM BLVD (200 WEST), BUILDING 1, PROVO, UTAH , 84604.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated as follows: The aggregate purchase price of the 2,196,202 Shares owned directly by Steel Connect Sub is approximately $16,089,857, including brokerage commissions. Such Shares were acquired with Steel Connect Sub's cash on hand.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 55,567,588 Shares outstanding, which is the total number of Shares outstanding as of January 31, 2026 as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2026. As of the close of business on the date hereof, Steel Connect Sub owned directly 2,196,202 Shares, constituting approximately 4.0% of the Shares outstanding. By virtue of their relationships with Steel Connect Sub, each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel and Steel Connect may be deemed to beneficially own the Shares owned directly by Steel Connect Sub.
(c)	Item 5(c) is hereby amended and restated as follows: The transactions in the Shares by Steel Connect Sub since the filing of Amendment No. 2 to the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market.
(e)	Item 5(c) is hereby amended to read as follows: As of February 18, 2026, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 1- Transactions in Securities

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

STEEL PARTNERS HOLDINGS L.P.

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary of Steel Partners Holdings GP Inc., its General Partner
Date:	03/19/2026

Steel Partners Holdings GP Inc.

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	03/19/2026

SPH Group LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary of Steel Partners Holdings GP Inc., its Managing Member
Date:	03/19/2026

SPH Group Holdings LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary of Steel Partners Holdings GP Inc., its Manager
Date:	03/19/2026

Steel Excel Inc.

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	03/19/2026

Steel Connect LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	03/19/2026

STEEL CONNECT SUB LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	03/19/2026

FAQ

What percentage of Green Dot (GDOT) does Steel Partners currently report owning?

Steel Partners–affiliated entities report beneficial ownership of about 4.0% of Green Dot’s Class A common stock. This corresponds to 2,196,202 shares, based on 55,567,588 shares outstanding as of January 31, 2026, as disclosed in Green Dot’s recent Form 10-K.

How many Green Dot shares do Steel Partners entities hold and through which vehicle?

Steel Partners entities report beneficial ownership of 2,196,202 Green Dot Class A shares, all held directly by Steel Connect Sub LLC. Other related entities, including Steel Partners Holdings L.P. and affiliated LLCs, may be deemed beneficial owners through their relationships with Steel Connect Sub, according to the filing language.

When did Steel Partners fall below the 5% ownership threshold in Green Dot (GDOT)?

The filing states that as of February 18, 2026, the reporting persons ceased to beneficially own more than 5% of Green Dot’s outstanding shares. This means their stake dropped below the key 5% large-shareholder threshold on that date while remaining a notable minority position.

What was the total purchase price paid by Steel Connect Sub for its Green Dot shares?

Steel Connect Sub paid an aggregate purchase price of approximately $16,089,857 for its 2,196,202 Green Dot shares. This amount includes brokerage commissions and was funded with Steel Connect Sub’s cash on hand, according to the detailed ownership disclosure in the amended Schedule 13D.

How is the 4.0% Green Dot ownership stake calculated in the Schedule 13D/A?

The 4.0% ownership figure is calculated using 55,567,588 Green Dot shares outstanding as of January 31, 2026. With 2,196,202 shares beneficially owned by Steel Connect Sub and related entities, their stake represents roughly 4.0% of this reported outstanding share count from Green Dot’s Form 10-K.

What type of transactions did Steel Connect Sub use to acquire Green Dot (GDOT) shares?

The amended disclosure explains that all transactions in Green Dot shares by Steel Connect Sub since the prior amendment were effected in the open market. These trades, detailed in an exhibit referenced in the filing, contributed to the current 2,196,202-share position and the resulting 4.0% ownership stake.