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The initiation of such process creates risks and uncertainties as to the outcome and timing thereof, including our potential inability to consummate any proposed strategic alternative resulting from the process due to, among other things, market, regulatory and other factors.
−Removed: We expect to incur additional operating expenses and may experience disruptions in our business, such as through losses of employees, accountholders, BaaS partners, retail distributors and tax preparation partners, in connection with our strategic review process or during the pendency of any transaction resulting therefrom, any of which could negatively impact our results of operations and financial condition.
+Added: We expect to incur additional operating expenses and may experience disruptions and/or changes in our business, such as through losses of employees, accountholders, BaaS partners, retail distributors and tax preparation partners, in connection with our strategic review process or during the pendency of any transaction resulting therefrom, any of which could negatively impact our results of operations and financial condition.
Additionally, any suspension of the strategic review process, or a decision not to undertake a strategic transaction following completion of the process, could have an adverse effect on the market price and trading volatility of our Class A common stock.
1 unchanged sentence
A significant portion of our operating revenues are derived from our BaaS partners and the products and services sold at our largest retail distributors.
−Removed: Approximately 63% and 59% of our total operating revenues for the three and six months ended June 30, 2025, respectively, was generated from a single BaaS partner.
−Removed: Additionally, as a percentage of total operating revenues, operating revenues derived from products and services sold at the store locations of Walmart was approximately 8% and 7% for the three and six months ended June 30, 2025, respectively.
+Added: Approximately 67% and 62% of our total operating revenues for the three and nine months ended September 30, 2025, respectively, was generated from a single BaaS partner.
+Added: Additionally, as a percentage of total operating revenues, operating revenues derived from products and services sold at the store locations of Walmart was approximately 8% and 7% for the three and nine months ended September 30, 2025, respectively.
We expect that both Walmart and our largest BaaS partner will continue to have a significant impact on our operating revenues in future periods.
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Substantially all the revenues we generate from our tax refund processing services business have come from sales through a relatively small number of tax preparation firms.
−Removed: We do not have long-term contractual commitments from most of our current tax preparation partners and our tax preparation
−Removed: partners for any reason may elect to not renew their contracts with us with little or no advance notice.
+Added: We do not have long-term contractual commitments from most of our current tax preparation partners and our tax preparation partners for any reason may elect to not renew their contracts with us with little or no advance notice.
As a result, we cannot be certain that any of our current tax preparation partners will continue to partner with us past the terms in their current agreements.
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Our results of operations and cash flows vary from quarter to quarter, and periodically decline, due to the seasonal nature of the use of our products and services.
−Removed: For example, our results of operations for the first half of each year have been favorably affected by large numbers of taxpayers electing to receive their tax refunds via direct deposit on our accounts, which caused our operating revenues to be typically higher in the first half of those years than they were in the corresponding second half of those years.
+Added: For example, our results of operations for the first half of each year have been favorably affected by large numbers of taxpayers electing to receive their tax refunds via direct deposit on our accounts, which caused our operating revenues to be typically higher in the first half of those years
+Added: than they were in the corresponding second half of those years.
Our tax refund processing services business is also highly seasonal as it generates the substantial majority of its revenue in the first quarter, and substantially all of its revenue in the first half of each calendar year.
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Additionally, some of our current and potential competitors are subject to fewer regulations and restrictions than we are, and thus may be able to respond more quickly in the face of regulatory and technological changes.
−Removed: We are also experiencing competition as a result of competitors offering free or low-cost alternatives to our products and services.
+Added: We are also experiencing competition as a result of competitors, such as Chime Financial, Inc., offering free or low-cost alternatives to our products and services.
Digital-centric financial services platforms have continued to gain market share through the marketing of their largely free bank account offerings.
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We expect that new services and technologies applicable to our industry will continue to emerge, and these new services and technologies may be superior to, or render obsolete, the technologies we currently utilize in our products and services.
−Removed: Some of our competitors are substantially larger than we are, which may allow those competitors to invest more money into their technology infrastructure and digital innovation than we do.
+Added: Some of our competitors are substantially larger than we are, which may allow those competitors to invest more money into their technology infrastructure, use of artificial intelligence, and digital innovation than we do.
In addition, other competitors may experience lower cost structures and different regulatory requirements and scrutiny than we do, which may allow them to innovate more rapidly than we can.
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However, our ability to develop or transition to new services and technologies may be inhibited by a lack of industry-wide standards, by difficulties encountered in our development of new services and technologies, by resistance from our retail distributors, BaaS partners, third-party processors or consumers to these changes, by the intellectual property rights of third parties or our reliance on certain third-party service providers.
−Removed: A failure to maintain or to enhance our competitive position with respect to digital products and services, whether because we fail to anticipate customer or partner expectations or because our technological developments fail to perform as desired or are not implemented in a timely or successful manner, could negatively affect our business and financial results.
+Added: Moreover, our previously-announced plan to cease operations in China, where a significant portion of our software development is conducted, could potentially delay our ability to launch new products or services or impact our ability to deliver current products and services if we are unsuccessful in timely and cost-effectively transitioning those operations.
+Added: A failure to maintain or to enhance our competitive position with respect to digital products and services, whether because we fail to anticipate customer or partner expectations or because
+Added: our technological developments fail to perform as desired or are not implemented in a timely or successful manner, could negatively affect our business and financial results.
Fraudulent and other illegal activity involving our products and services could negatively impact our financial position and results of operations.
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Our retail distributors and banking partners collect funds from the consumers who purchase our products and services and then must remit these funds directly to our subsidiary bank.
−Removed: While the remittance of these funds by the retail distributor or banking partner takes on average two business days, we have in the past and may in the future experience lengthy delays.
+Added: While the remittance of these funds by
+Added: the retail distributor or banking partner takes on average two business days, we have in the past and may in the future experience lengthy delays.
Such delays or refusal to pay exposes us to increased settlement risk.
−Removed: If a retail distributor or other banking partner becomes insolvent, files for bankruptcy, commits fraud or otherwise fails to remit proceeds to our card issuing bank from the sales of our products and services, we are liable for any amounts owed to our customers.
−Removed: As of June 30, 2025, we had assets subject to settlement risk of $679.5 million.
+Added: If a retail distributor or other banking partner becomes insolvent, files for bankruptcy, commits fraud or otherwise fails to remit proceeds to our subsidiary bank from the sales of our products and services, we are liable for any amounts owed to our customers.
+Added: As of September 30, 2025, we had assets subject to settlement risk of $718.2 million.
Given the possibility of recurring volatility in global financial markets, the approaches we use to assess and monitor the creditworthiness of our retail distributors or other banking partners may be inadequate, and we may be unable to detect and take steps to mitigate an increased credit risk in a timely manner.
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Worsening economic conditions, high rates of inflation, or other potential causes of economic distress could negatively impact our business and financial results.
−Removed: Global and macro-economic factors have resulted and may continue to result in high inflation rates, interest rates, or unemployment rates, leading to economic challenges for consumers and our retail distributors and other partners as well as reduced transaction and spending volumes on accounts.
−Removed: Additionally, these effects increase the settlement risk from our retail distributors and banking partners and could cause us to experience contraction in the number of locations within our network of retail distributors due to store closures or other developments, with attendant negative impacts to our operating revenues and results of operations.
+Added: Global and macro-economic factors have resulted and, from time to time, may continue to result in high inflation rates, interest rates, or unemployment rates, leading to economic challenges for consumers and our retail distributors and other partners as well as reduced transaction and spending volumes on accounts.
+Added: Additionally, these effects increase the settlement risk from our retail distributors and banking partners and could cause us to experience contraction in the number of locations within our network of retail distributors due to store closures or other developments, such as Rite Aid's recent bankruptcy proceedings, with attendant negative impacts to our operating revenues and results of operations.
If current market conditions deteriorate, we may decide to adjust pricing to account for an increasing cost of funds and increased credit risk, and thereby erode our margins and negatively impact our future financial performance and the price of our Class A common stock.
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Our inability or failure to do so could negatively impact our business, financial condition and results of operations.
−Removed: Additionally, increased interest rates may negatively impact our customers’ spending levels or our customers’ ability to pay outstanding amounts owed to us.
+Added: Additionally, a rising interest rate environment may negatively impact our customers’ spending levels or our customers’ ability to pay outstanding amounts owed to us.
Please see “Quantitative and Qualitative Disclosures about Market Risk” for more information regarding the potential impact of the various market risks on our business.
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Consumers might not use prepaid financial services or demand deposit accounts for any number of reasons, including the general perception of our industry, new technologies, a decrease in our distribution partners’ willingness to sell these products as a result of a more challenging regulatory environment or other factors outside of our control.
−Removed: If consumers do not continue or increase their usage of prepaid cards or demand deposit accounts, including making changes in the way such products are funded, our operating revenues may decline.
+Added: If consumers do not continue to use or increase their usage of prepaid cards or demand deposit accounts, including making changes in the way such products are funded, our operating revenues may decline.
Any projected growth for the industry may not occur or may occur more slowly than estimated.
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Additionally, the data center hosting facilities that we use could be closed without adequate notice or experience unanticipated problems resulting in lengthy interruptions in our service.
−Removed: Moreover, as we continue to add cloud-based solutions or additional capacity to our existing data centers, we could experience problems transferring customer accounts and data, impairing the delivery of our service.
+Added: Moreover, as we continue to add cloud-based solutions, we could experience problems transferring customer accounts and data or interruptions in service from our cloud providers, impairing the delivery of our service.
Our technology platforms continue to evolve as we regularly invest in enhancing our systems.
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Additionally, some of our contracts with retail distributors, including our contract with Walmart, contain service level standards pertaining to the operation of our systems, and provide the retail distributor with the right to collect damages and to potentially terminate its contract with us for system downtime exceeding stated limits.
−Removed: If we face system interruptions or failures, our business interruption insurance may not be adequate to cover the losses or damages that we incur.
+Added: If we face system interruptions or failures, our business interruption insurance may not be adequate to cover
+Added: the losses or damages that we incur.
In addition, our insurance costs may also increase substantially in the future to cover the costs our insurance carriers may incur.
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Despite the encryption software and the other technologies and systems we use to provide security for storage, processing and transmission of confidential customer and other information these technologies or systems have been, and continue to be, vulnerable to cyber-attacks, incidents and data security breaches by third parties and we have experienced, and may in the future experience, attacks, incidents and breaches that circumvent our security measures.
−Removed: The risk of unauthorized circumvention of our security measures has been heightened by advances in computer capabilities and the increasing sophistication of hackers, including state sponsored hackers.
−Removed: Our retail distributors, tax preparation partners, network acceptance members, other business partners, third-party processors and the
−Removed: merchants that accept our cards also may experience similar cyber-attacks, incidents or security breaches or discover securities vulnerabilities involving the receipt, transmission and storage of our confidential customer and other information.
+Added: The risk of unauthorized circumvention of our security measures has been heightened by advances in artificial intelligence, computer capabilities and the increasing sophistication of hackers, including state sponsored hackers.
+Added: Our retail distributors, tax preparation partners, network acceptance members, other business partners, third-party processors and the merchants that accept our cards also may experience similar cyber-attacks, incidents or security breaches or discover securities vulnerabilities involving the receipt, transmission and storage of our confidential customer and other information.
Improper access to our or these third parties’ systems or databases could result in the theft, publication, deletion or modification of confidential customer and other information.
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If we are sued in connection with any data security breach, we could be involved in protracted and costly litigation and might be forced to pay damages and/or change our business practices, any of which could have a negative impact on our operating revenues and profitability.
−Removed: We would also likely have to pay (or indemnify the banks that issue our products and services which includes cards) fines, penalties and/or other assessments imposed by Visa or Mastercard as a result of any data security breach.
+Added: We would also likely have to pay (or indemnify the banks that issue our products and services which includes cards) fines, penalties and/or other assessments imposed by the networks such as Visa or Mastercard as a result of any data security breach.
Further, a significant data security breach could lead to additional regulation, which could impose new and costly compliance obligations.
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Complying with these laws and regulations can be costly and can impede the development and offering of new products and services.
−Removed: In addition, our failure to comply with applicable laws and regulations or other obligations to which we may be subject relating to personal information, or to protect personal information from unauthorized access, use, or other processing, could result in enforcement actions and regulatory investigations against us, claims for damages by customers and other affected individuals, fines, damage to our reputation, and loss of goodwill, any of which could have a negative impact on our operations, financial performance, and business.
+Added: In addition, our failure to comply with applicable laws and regulations or other obligations to which we may be subject relating to personal information, or to protect personal information from unauthorized access, use, or other processing, could result in enforcement actions and regulatory investigations against us, claims for damages
+Added: by customers and other affected individuals, fines, damage to our reputation, and loss of goodwill, any of which could have a negative impact on our operations, financial performance, and business.
Replacing third-party vendors would be difficult and disruptive to our business.
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Any prolonged closure or disruption in the services provided by such call centers would have a negative impact on our business.
−Removed: Some of our operations, including a significant portion of our software development operations, are located outside of the United States, which subjects us to additional risks.
−Removed: A significant portion of our software development operations are based in Shanghai, China.
−Removed: A prolonged disruption at our China facility for any reason including due to natural or man-made disasters, outbreaks of disease, climate change, geopolitical matters or other events outside of our control, such as equipment malfunction or large-scale outages or interruptions of service from utilities or telecommunications providers, could potentially delay our ability to launch new products or services or impact our ability to deliver current products and services, which could negatively impact our business.
−Removed: Additionally, as a result of our international operations, we face numerous other challenges and risks, including, but not limited to:
+Added: Some of our operations are located outside of the United States, which subjects us to additional risks.
+Added: A significant portion of our software development operations were based in Shanghai, China and have been or are being relocated to locations in and outside of the United Sates.
+Added: A prolonged disruption at our facilities or the facilities of our outsourcing service providers for any reason including due to natural or man-made disasters, outbreaks of disease, climate change, geopolitical matters or other events outside of our control, such as equipment malfunction or large-scale outages or interruptions of service from utilities or telecommunications providers, could potentially delay our ability to launch new products or services or impact our ability to deliver current products and services, which could negatively impact our business.
+Added: Additionally, we face numerous other challenges and risks, including, but not limited to:
• increased complexity and costs of managing international operations, including regulatory compliance;
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In response to enhanced regulatory scrutiny, we have increased our investment in our regulatory and compliance infrastructure and will continue with further increases.
−Removed: We expect heightened oversight of our compliance and other risk management capabilities will continue for the foreseeable future.
+Added: We expect heightened oversight of our compliance and other
+Added: risk management capabilities will continue for the foreseeable future.
If we fail to comply with the applicable capital and leverage requirements, or if Green Dot Bank fails to comply with its applicable capital and leverage requirements, the Federal Reserve Board may limit our or Green Dot Bank's ability to pay dividends or fund stock repurchases, or require us to raise additional capital.
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Such restrictions might limit our ability to pursue future business opportunities which we might otherwise consider, but which might fall outside the scope of permissible activities.
−Removed: bank regulatory agencies from time to time take supervisory actions under certain circumstances that restrict or limit a financial institution's activities, including in connection with
−Removed: examinations, which take place on a continual basis.
+Added: bank regulatory agencies from time to time take supervisory actions under certain circumstances that restrict or limit a financial institution's activities, including in connection with examinations, which take place on a continual basis.
We are subject to significant legal restrictions on our ability to publicly disclose the existence of these actions or any of the related details.
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Many of these laws can be unclear and inconsistent across various jurisdictions and ensuring compliance with them could be difficult and costly.
−Removed: If new regulations or laws result in changes in the way we are regulated, these regulations could expose
−Removed: us to increased regulatory oversight, more burdensome regulation of our business, and increased litigation risk, each of which could increase our costs and decrease our operating revenues.
+Added: If new regulations or laws result in changes in the way we are regulated, these regulations could expose us to increased regulatory oversight, more burdensome regulation of our business, and increased litigation risk, each of which could increase our costs and decrease our operating revenues.
Furthermore, limitations placed on the fees we charge or the disclosures that must be provided with respect to our products and services could increase our costs and decrease our operating revenues.
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Furthermore, a material portion of our operating revenues is derived from interchange fees.
−Removed: For each of the three and six months ended June 30, 2025, interchange revenues represented 9% of our total operating revenues, and we expect interchange revenues to continue to represent a significant percentage of our total operating revenues.
+Added: For each of the three and nine months ended September 30, 2025, interchange revenues represented 9% of our total operating revenues, and we expect interchange revenues to continue to represent a significant percentage of our total operating revenues.
The amount of interchange revenues that we earn is highly dependent on the interchange rates that the payment networks set and adjust from time to time.
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Plaintiffs or regulatory agencies or authorities in these matters have sought and may seek recovery of very large or indeterminate amounts, seek to have aspects of our business suspended or modified or seek to impose sanctions, including significant monetary fines.
−Removed: For example, in July 2024 we and our subsidiary bank entered into the Consent Order, including a civil money penalty of $44 million, with the Federal Reserve Board as further discussed in the " As a bank holding company, we are subject to extensive and potentially changing regulations and regulatory expectations, which may limit our ability to pursue business opportunities and increase compliance challenges " risk factor above.
+Added: For example, in July 2024 we and our subsidiary bank entered into the Consent Order, including a civil money penalty of $44 million, with the
+Added: Federal Reserve Board as further discussed in the " As a bank holding company, we are subject to extensive and potentially changing regulations and regulatory expectations, which may limit our ability to pursue business opportunities and increase compliance challenges " risk factor above.
Additionally, the monetary and other impacts of these actions, litigations, proceedings or investigations may remain unknown for substantial periods of time.
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Any regulatory or judicial proceedings or investigations initiated against us by private or governmental entities may result in adverse publicity associated with these proceedings or investigations and could negatively impact our relationships with retail distributors, tax preparation partners, network acceptance members, financial institutions and other lending partners, other business partners and card processors and decrease acceptance and use of, and loyalty to, our products and related services, and could impact the price of our Class A common stock.
−Removed: In addition, such proceedings or investigations could increase the risk that we will be
−Removed: involved in litigation.
+Added: In addition, such proceedings or investigations could increase the risk that we will be involved in litigation.
For the foregoing reasons, any regulatory or judicial proceedings or investigations that are initiated against us by private or governmental entities, could negatively impact our business, results of operations and financial condition or could cause our stock price to decline.
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If we require new sources of financing but they are insufficient or unavailable, we would be required to modify our operating plans to take into account the limitations of available funding, which would negatively impact our ability to maintain or grow our business.
−Removed: Should we require additional credit at levels we are unable to access, the cost of credit is greater than expected, or our cost-savings measures are ineffective or result in us incurring greater costs, our operating results could be negatively impacted.
+Added: Should we require additional credit at levels we are unable to access, the cost of credit is greater than
+Added: expected, or our cost-savings measures are ineffective or result in us incurring greater costs, our operating results could be negatively impacted.
We have increased debt service obligations as a result of the issuance of our senior unsecured notes.
3 unchanged sentences
Our ability to meet our debt service obligations and to reduce our total indebtedness will be dependent upon our future performance, as well as Green Dot Bank and its ability to pay dividends to us, which will be subject to regulatory restrictions, general economic, industry and competitive conditions and to financial, business and other factors affecting us and Green Dot Bank, many of which are beyond our control.
−Removed: In addition, the senior unsecured notes contain certain affirmative and negative non-financial covenants applicable to us and Green Dot Bank that could limit our ability to take
−Removed: advantage of financing, merger, acquisition or other opportunities, to fund our business operations or to fully implement our current and future operating strategies.
+Added: In addition, the senior unsecured notes contain certain affirmative and negative non-financial covenants applicable to us and Green Dot Bank that could limit our ability to take advantage of financing, merger, acquisition or other opportunities, to fund our business operations or to fully implement our current and future operating strategies.
We cannot assure you that we will be able to continue to generate cash flow at or above its current level and that we will be able to pay principal and interest on the senior unsecured notes as they become due.
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Our ability to manage and grow our business will depend, to a significant extent, on our ability to attract, integrate, retain and recognize key personnel, namely our management team and experienced sales, marketing and program and technology development personnel.
−Removed: We may experience difficulty in managing transitions and assimilating newly-hired personnel, and if we fail to manage these transitions successfully, we could experience significant delays or difficulty in the achievement of our development and strategic objectives and our business,
−Removed: financial condition and results of operations could be negatively impacted.
+Added: We may experience difficulty in managing transitions and assimilating newly-hired personnel, and if we fail to manage these transitions successfully, we could experience significant delays or difficulty in the achievement of our development and strategic objectives and our business, financial condition and results of operations could be negatively impacted.
Competition for qualified management, sales, marketing and program and technology development personnel can be intense.
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In addition, to the extent we pay the consideration for any future acquisitions or investments in cash, it would reduce the amount of cash available to us for other purposes.
−Removed: Future acquisitions or investments could also result in dilutive issuances of our equity securities or the incurrence of debt, contingent liabilities, amortization expenses, or goodwill impairment charges, any of which could negatively impact our financial condition and negatively impact our stockholders.
+Added: Future acquisitions or investments could also result in dilutive
+Added: issuances of our equity securities or the incurrence of debt, contingent liabilities, amortization expenses, or goodwill impairment charges, any of which could negatively impact our financial condition and negatively impact our stockholders.
An impairment charge of goodwill or other intangible assets could have a negative impact on our financial condition and results of operations.
Our net goodwill and intangible assets represent a significant portion of our consolidated assets.
−Removed: Our net goodwill and intangible assets were $385.9 million as of June 30, 2025.
+Added: Our net goodwill and intangible assets were $380.5 million as of September 30, 2025.
Under generally accepted accounting principles in the United States, or ("U.S.
18 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.