What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-16 compared with 2025-03-04 · 304 added, 226 removed, 1230 unchanged (30% of the section changed)

15 unchanged sentences

In our opinion, Green Dot Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Green Dot Corporation as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income and loss, changes in stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated March 3, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income and loss, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated March 16, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

35 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition

Description of the Matter As shown in the consolidated statement of operations and discussed in Note 2 and Note 3 of the consolidated financial statements, the Company recorded card revenues and other fees of $1,231.5 million, interchange revenues of $198.3 million, and cash processing revenues of $231.8 million in operating revenues for the year ended December 31, 2024.

Card revenues and other fees consist of monthly maintenance fees, new card fees, ATM fees, transaction-based fees and other card revenues, which include revenue associated with the Company’s overdraft protection fees, gift card program revenues and BaaS partner program management service fees.

Description of the Matter As shown in the consolidated statement of operations and discussed in Note 2 and Note 3 of the consolidated financial statements, the Company recorded card revenues and other fees of $1.57 billion, interchange revenues of $184.6 million, and cash processing revenues of $240.2 million in operating revenues for the year ended December 31, 2025.

Card revenues and other fees consist of monthly maintenance fees, new card fees, ATM fees and other card revenues, which include transaction-based fees, revenue associated with the Company’s overdraft protection fees, gift card program revenues and BaaS partner program management service fees.

The Company records estimated cash-back rewards as a reduction to card revenues and other fees.

2 unchanged sentences

The Company recognizes revenue when control of the promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services.

Except for gift card program revenues and BaaS partner program management service fees, auditing card revenues and other fees (monthly maintenance fees, new card fees, ATM fees, transaction-based fees and overdraft protection fees), interchange revenues, and cash transfer revenues (collectively, “Revenue”) was complex due to the high aggregate dollar value and large volume of revenue-generating transactions, the number of contracts involved with each revenue stream, the number of systems and processes involved in the processing of such transactions, including third-party service organizations.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s processes, systems and controls related to the recognition of Revenue, including, among others, controls related to management’s assessment of when control of goods and services is transferred to customers, the Company’s use of relevant third-party service organizations.

Our audit procedures included, among others, assessing a sample of contracts to determine whether terms that may impact revenue recognition were identified and properly considered in the Company’s evaluation of the accounting for the contracts, calculating revenue per transaction based upon the card revenues and other fees, interchange revenues, and cash transfer revenues recognized and relevant non-financial metrics for each revenue stream (e.g., purchase volumes and number of card activations) and comparing the revenue per transaction for each revenue stream to historical trends and expectations based on contractual rates and historical data.

Except for gift card program revenues, auditing card revenues and other fees (monthly maintenance fees, ATM fees, transaction-based fees, overdraft protection, and BaaS partner program management service fees), interchange revenues, and cash transfer revenues was complex due to 1) high aggregate dollar value and large volume of revenue-generating transactions, 2) the number and complexity of contracts, and the number of participating servicer and sub-servicers involved with each revenue stream, and 3) the number of systems and processes involved in the processing of such transactions, including third-party service organizations and the reliance on these systems.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s processes, systems and controls related to the recognition of Revenue, including, among others, controls related to management’s assessment of when control of goods and services is transferred to customers, and the Company’s use of relevant third-party service organizations.

Our audit procedures included, among others, assessing a sample of contracts to determine whether terms that may impact revenue recognition were identified and properly considered in the Company’s evaluation of the accounting for the contracts, calculating revenue per transaction based upon card revenues and other fees (monthly maintenance fees, ATM fees, transaction-based fees, overdraft protection fees, and BaaS partner program management service fees), interchange revenues, and cash transfer revenues recognized and relevant non-financial metrics for each revenue stream (e.g., purchase volumes and number of card activations) and comparing the revenue per transaction for each revenue stream to historical trends and expectations based on contractual rates and historical data.

We tested revenue transaction details on a sample basis for certain card revenues and other fees revenue by agreeing such revenues and fees to third party supporting documentation.

Realizability of Deferred Tax Assets

Description of the Matter At December 31, 2025, the Company had gross deferred tax assets of $146.1 million, partially offset by a valuation allowance of $21.6 million.

As discussed in Note 2 and Note 14 to the consolidated financial statements, the Company recognizes a valuation allowance to reduce the carrying value of its deferred tax assets to the amount that management believes is more likely than not to be realized.

Auditing the Company’s assessment of the deferred tax assets was complex with regard to evaluating management’s judgements used in estimating the realizability of the deferred tax assets.

Evaluation of the timing of the deferred tax reversals involved a high degree of auditor judgment to assess.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company’s process, systems and controls related to the realizability of deferred tax assets, including controls over management’s projections of the amount and timing of future taxable income.

To test the realizability of deferred tax assets, our audit procedures included among others, evaluating the methodologies used, testing the reasonableness of the key assumptions used by the Company to develop projections of future taxable income and testing the underlying data used by the Company.

For example, we compared the projections of future taxable income with historical results, evaluating the likelihood of realization under multiple possible scenarios.

In addition, with the assistance of our tax professionals, we tested the Company’s scheduling of the reversal of existing temporary taxable differences.

Goodwill Impairment Assessment

Description of the Matter At December 31, 2025, the balance of the Company’s goodwill was $301.8 million.

As discussed in Note 2 and Note 9 of the consolidated financial statements, goodwill is tested for impairment at least annually on November 30 at the reporting unit level, or when events or circumstances occur that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

The Company performed a quantitative analysis for the annual impairment testing of reporting units using both a market approach and a discounted cash flow model to estimate the fair value of the reporting unit.

The Company determined the fair value of its reporting units exceeded the carrying value.

Auditing the Company’s reporting units’ goodwill impairment assessment was complex and highly judgmental due to the significant estimation required in determining the fair value of the reporting units.

In particular, the fair value estimate was sensitive to the significant assumptions, including forecasts estimated future cash flows, earnings multiples of similarly situated guideline public companies, and estimated discount rates, which are affected by expectations about future market or economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested operating effectiveness of the Company’s processes, systems and controls over the goodwill impairment, including, among others, controls over management’s review of the valuation methods, models and the significant assumptions.

Our audit procedures included, among others, assessing the suitability and application of the valuation methodology and evaluating the significant assumptions and the underlying data used by the Company in its analysis.

We compared the significant assumptions used by management to current industry and economic trends, market information, and other relevant factors.

We performed sensitivity analyses of significant assumptions to determine what changes in assumptions are particularly sensitive when assessing the likelihood of impairment.

We assessed the historical accuracy of management’s estimates.

In addition, we involved valuation specialists to assist in the evaluation of the methodology and models used by the Company and certain significant assumptions.

/s/ Ernst & Young LLP

12 unchanged sentences

Prepaid expenses and other assets 73,275 63,424

Income tax receivable 589 —

Total current assets 2,640,343 2,428,190

19 unchanged sentences

Deferred revenue 4,224 6,279

Line of credit — 61,000

Income tax payable 2,366 6,648

31 unchanged sentences

Other general and administrative expenses 351,993 370,041 355,577

Restructuring and other charges 22,125 — —

Total operating expenses 2,066,832 1,725,544 1,478,658

Operating (loss) income ( 1,668 ) 22,670 94,375

Operating income (loss) 13,659 ( 1,668 ) 22,670

Interest expense, net 6,152 5,506 3,027

18 unchanged sentences

Net (loss) income $ ( 98,866 ) $ ( 26,702 ) $ 6,722

Other comprehensive income and loss

Unrealized holding income (loss), net of tax 8,905 35,741 ( 292,921 )

Other comprehensive income (loss)

Unrealized holding income, net of tax 77,454 8,905 35,741

Reclassification of losses realized in net income, net of tax $ 18,604 $ — $ —

Comprehensive (loss) income $ ( 2,808 ) $ ( 17,797 ) $ 42,463

8 unchanged sentences

Stock-based compensation — — 33,744 — — 33,744

Repurchases of Class A Common Stock ( 4,064 ) ( 4 ) ( 95,521 ) — — ( 95,525 )

Net income — — — 6,722 — 6,722

Other comprehensive loss — — — — ( 292,921 ) ( 292,921 )

Other comprehensive income — — — — 35,741 35,741

Balance at December 31, 2023 52,816 $ 53 $ 375,980 $ 770,304 $ ( 286,987 ) $ 859,350

1 unchanged sentence

Stock-based compensation — — 29,928 — — 29,928

Net income — — — 6,722 — 6,722

Net loss — — — ( 26,702 ) — ( 26,702 )

Other comprehensive income — — — — 8,905 8,905

20 unchanged sentences

Losses in equity method investments 86,870 15,751 9,310

Amortization of discount on available-for-sale investment securities ( 1,986 ) ( 2,276 ) ( 1,434 )

Realized loss on available-for-sale investment securities 24,779 — —

Amortization of premium and discount on available-for-sale investment securities 377 ( 1,986 ) ( 2,276 )

Impairment of long-lived assets 2,023 4,944 —

Deferred income tax benefit ( 10,356 ) ( 11,867 ) ( 6,674 )

Deferred income tax expense (benefit) 368 ( 10,356 ) ( 11,867 )

Other 3,621 ( 40 ) ( 4,100 )

15 unchanged sentences

Investment in TailFin Labs, LLC — ( 35,000 ) ( 35,000 )

Purchase of other investments, net — — ( 31,934 )

Other investing activities ( 2,271 ) ( 2,571 ) ( 3,782 )

Net cash provided by investing activities 81,402 33,157 ( 820,188 )

Net cash (used in) provided by investing activities ( 450,533 ) 81,402 33,157

Financing activities

6 unchanged sentences

Net changes in settlement assets and obligations to customers ( 278,529 ) 35,636 ( 132,245 )

Contingent consideration payments — — ( 1,647 )

Repurchase of Class A common stock — — ( 95,525 )

Deferred financing costs ( 623 ) ( 1,075 ) —

Other financing activities — — ( 4,500 )

Net cash provided by (used in) financing activities 141,275 743,148 ( 264,019 )

Net increase (decrease) in unrestricted cash, cash equivalents and restricted cash 905,933 ( 133,343 ) ( 505,795 )

Net (decrease) increase in unrestricted cash, cash equivalents and restricted cash ( 170,701 ) 905,933 ( 133,343 )

Unrestricted cash, cash equivalents and restricted cash, beginning of period 1,592,435 686,502 819,845

14 unchanged sentences

We were incorporated in Delaware in 1999 and became a bank holding company under the Bank Holding Company Act and Green Dot Bank became a member bank of the Federal Reserve System in December 2011.

Proposed Transactions with CommerceOne Financial Corporation and Smith Ventures, LLC

In connection with a strategic review process we commenced in March 2025, on November 23, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), with CommerceOne Financial Corporation, an Alabama corporation (“CommerceOne”), Compass Sub North, Inc., a newly formed Delaware corporation and a direct, wholly owned subsidiary of CommerceOne (“New CommerceOne”), Compass Sub East, Inc., a newly formed Delaware corporation and a direct, wholly owned subsidiary of New CommerceOne (“Merger Sub One”), and Compass Sub West, Inc., a newly formed Delaware corporation and an indirect, wholly owned subsidiary of New CommerceOne (“Merger Sub Two”), pursuant to which, upon the terms and subject to the conditions therein, (i) Merger Sub One will merge with and into CommerceOne, with CommerceOne surviving (the “CommerceOne Merger”), and Merger Sub Two will merge with and into Green Dot Corporation, with Green Dot Corporation surviving (the “Green Dot Merger,” and together with the CommerceOne Merger, the “First Mergers”);

and (ii) following the First Mergers, CommerceOne will merge with and into New CommerceOne, with New CommerceOne surviving under the name “CommerceOne Financial Corporation” (together with the First Mergers, the “Mergers”).

Subject to the terms and conditions of the Merger Agreement, at the effective time of the First Mergers (the “First Effective Time”), each share of common stock of Green Dot Corporation, issued and outstanding immediately prior to the First Effective Time, other than certain excluded shares held by us, CommerceOne, New CommerceOne or our dissenting stockholders, will be converted into the right to receive (i) 0.2215 shares of the common stock of New CommerceOne and (ii) an amount in cash equal to $ 8.11 (the “Per Share Cash Consideration”), less any withholding and without interest.

Also on November 23, 2025, we entered into a separation agreement (the “Separation Agreement”), with New CommerceOne and Green Dot OpCo, LLC, a newly formed Delaware limited liability company and affiliate of Smith Ventures LLC, an Alabama limited liability company (“Payments Buyer”), pursuant to which, upon the terms and subject to the conditions therein, following the First Mergers, (i) Green Dot Corporation will convert into a limited liability company, (ii) Green Dot Corporation will distribute the stock of Green Dot Bank to Compass Sub Northwest, Inc., a Delaware corporation and direct, wholly owned subsidiary of New CommerceOne, and (iii) Payments Buyer will acquire Green Dot Corporation and its non-bank financial technology and related assets and operations (the “Payments Business”) for $ 690 million (the “Payments Sale”), the proceeds of which will be paid to New CommerceOne and are expected to be used to fund the Per Share Cash Consideration and to retire certain indebtedness of Green Dot Corporation.

The Merger Agreement and the Separation Agreement were unanimously approved by our Board of Directors.

The closing of the transactions contemplated by the Merger Agreement and the Separation Agreement remains subject to the receipt of required regulatory approvals, approval by the stockholders of Green Dot Corporation and CommerceOne and the satisfaction of other customary closing conditions.

Note 2— Summary of Significant Accounting Policies

3 unchanged sentences

We consolidated our wholly owned subsidiaries and eliminated all significant intercompany balances and transactions.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

Use of Estimates and Assumptions

20 unchanged sentences

Interest on fixed income securities, including amortization of premiums and accretion of discounts, is included in interest income.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

Settlement Assets, Obligations to Customers and Settlement Obligations

5 unchanged sentences

Settlement obligations represent the customer funds received by our subsidiary bank that are due to third-party card issuing banks or other third-parties.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

Accounts Receivable, net

15 unchanged sentences

Restricted Cash

As of December 31, 2024, restricted cash was de minimis, and as of December 31, 2023 amounted to $ 4.2 million.

As of December 31, 2025 and 2024, restricted cash balances were de minimis.

Restricted cash principally relates to pre-funding obligations for accountholder accounts at third-party issuing banks.

4 unchanged sentences

When overdrawn, the purchase related balances due on these deposit accounts are reclassified as consumer loans.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

Fees due from our accountholders for our overdraft service are included as a component of accounts receivable.

10 unchanged sentences

Any balance, inclusive of principal and interest in excess of the collateral balance is charged off at 180 days.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

We consider a loan to be impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement.

21 unchanged sentences

Tenant improvements Shorter of the useful life or the lease term

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

We determine if an arrangement is or contains a lease at inception of the agreement.

4 unchanged sentences

Our incremental borrowing rate is based on a variety of considerations, including borrowing rates currently available to us for loans with similar terms and market participant information based on credit spreads for issuers of similar risk and credit rating.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

The ROU asset also reflects any lease payments made prior to commencement and is recorded net of any lease incentives received.

25 unchanged sentences

The estimated useful lives of the intangible assets, which consist primarily of customer relationships and trade names, range from 3 - 15 years.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

Amounts Due to Card Issuing Banks for Overdrawn Accounts

4 unchanged sentences

As such, fair value reflects an exit price in an orderly transaction between market participants on the measurement date.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

We determine the fair values of our financial instruments based on the fair value hierarchy established under applicable accounting guidance, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

23 unchanged sentences

To the extent a maintenance fee results in an overdrawn accountholder balance, we only reflect the net amount we expect to receive based on, among other things, the number of days that have elapsed since an account last had activity, such as a purchase or an ATM transaction.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

We charge new card fees when a consumer purchases a new card in a retail store.

4 unchanged sentences

See Contract Balances discussed in Note 3—Revenues , for further information.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

We charge ATM fees to accountholders when they withdraw money at certain ATMs in accordance with the terms and conditions in our accountholder agreements.

20 unchanged sentences

Revenues we earn from these services are generated from our contractual relationships with the tax software transmitters.

These contracts may be multi-year agreements and vary in length, however, our underlying promise obligates us to process each refund transfer on a transaction by transaction basis as elected by the taxpayer.

These contracts may be multi-year agreements and vary in length;

however, our underlying promise obligates us to process each refund transfer on a transaction by transaction basis as elected by the taxpayer.

Accordingly, we recognize tax refund processing service revenues at the point in time we satisfy our performance obligation by remitting each taxpayer’s proceeds from his or her tax return.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

We earn interchange revenues from fees remitted by the merchant’s bank, which are based on rates established by the payment networks, such as Visa and Mastercard, when accountholders make purchase transactions using our card products and services.

2 unchanged sentences

For all our significant revenue-generating arrangements, we record revenues on a gross basis except for our tax refund processing service revenues which are recorded on a net basis.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

Sales and Marketing Expenses

8 unchanged sentences

We recognize the prepaid cost of card packages and placards over the related sales period, and we amortize the deferred cost of personalizing the cards, when activated, over the average card lifetime.

Included in sales and marketing expenses are advertising and marketing expenses of $ 25.3 million, $ 28.5 million and $ 31.2 million and shipping and handling costs of $ 1.6 million, $ 1.7 million and $ 2.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Included in sales and marketing expenses are advertising and marketing expenses of $ 26.2 million, $ 25.3 million and $ 28.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Also included in sales and marketing expenses are use taxes for various states related to purchases of materials since we do not charge sales tax to customers when new cards or cash transfer transactions are purchased.

10 unchanged sentences

We recognize compensation expense over the requisite service period regardless of the market condition being satisfied, provided that the requisite service has been rendered, since the estimated grant date fair value incorporates the probability of outcomes that the market condition will be achieved.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

Under our retirement policy, any service-based requirement for unvested stock awards held by a retirement eligible employee is eliminated.

2 unchanged sentences

We measure the fair value of equity instruments issued to non-employees based on the grant-date fair value, and recognize the related expense in the same periods that the goods or services are received.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

Our income tax expense is comprised of current and deferred income tax expense and benefit.

9 unchanged sentences

Earnings Per Common Share

We apply the two-class method in calculating earnings per common share, or EPS, because we have had certain unvested restricted shares outstanding in prior periods that were entitled to participate with our common stockholders in the distributions of earnings based on their dividend rights.

The two-class method requires net income to be allocated between each class or series of common stock and other participating securities based on their respective rights to receive dividends, whether or not declared.

Basic EPS is then calculated by dividing net income allocated to each class of common stockholders by the respective weighted-average common shares issued and outstanding.

Diluted EPS is calculated by dividing adjusted net income for each class of common stock by the respective weighted-average number of the common shares issued and outstanding for each period plus amounts representing the dilutive effect of outstanding stock options, restricted stock units (including performance based restricted stock units), shares to be purchased under our employee stock purchase plan and participating unvested restricted shares.

We calculate dilutive potential common shares using the treasury stock method and the two-class method, as applicable.

We currently have only one class of common stock outstanding.

Basic EPS is calculated by dividing net income by the weighted-average common shares issued and outstanding.

Diluted EPS is calculated by dividing net income by the weighted-average number of the common shares issued and outstanding for each period plus amounts representing the dilutive effect of any outstanding stock options, restricted stock units (including performance based restricted stock units), and shares to be purchased under our employee stock purchase plan.

We calculate dilutive potential common shares using the treasury stock method.

We exclude the effects of such equity instruments from the computation of diluted EPS in periods in which the effect would be anti-dilutive.

Additionally, we exclude any performance-based restricted stock units and performance-based stock options for which the performance contingency has not been met as of the end of the period.

Additionally, we exclude any performance-based restricted stock units for which the performance contingency has not been met as of the end of the period.

Regulatory Matters and Capital Adequacy

1 unchanged sentence

If we fail to comply with any of these requirements, we may become subject to formal or informal enforcement actions, proceedings, or investigations, which could result in regulatory orders, restrictions on our business operations or requirements to take corrective actions, which may, individually or in the aggregate, affect our results of operations and restrict our ability to grow.

If we fail to comply with the applicable capital and leverage requirements, or if our subsidiary bank, 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

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

dividends or fund stock repurchases, or require us to raise additional capital.

As a bank holding company and a financial holding company (“FHC”), we are generally prohibited from engaging, directly or indirectly, in any activities other than those permissible for bank holding companies and FHCs.

6 unchanged sentences

Such restrictions may include not being able to engage in certain categories of new activities or acquire shares or control of other companies.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements

Recently adopted accounting pronouncements

In November 2023, the Financial Standards Accounting Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07 "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures," which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 is effective for annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted.

We adopted ASU 2023-07 during the year ended December 31, 2024.

See Note 24—Segment Information in the accompanying notes to the consolidated financial statements for further information.

Accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topic 740):

In December 2023, the Financial Standards Accounting Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid.

ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted.

We do not expect the adoption of the updated standard will have a material impact on our consolidated financial statement disclosures.

ASU 2023-09 is effective for annual periods beginning January 1, 2025, with early adoption permitted.

We adopted this standard on January 1, 2025, which has expanded our disclosures beginning with our annual consolidated financial statements for the year ended December 31, 2025, but has not had an impact on our consolidated financial results.

Accounting pronouncements not yet adopted

In December 2025, the FASB issued ASU 2025-11 " Interim Reporting (Topic 270), Narrow-Scope Improvements ," which clarifies the interim reporting requirements by improving navigability and more clearly specifying what disclosures are required in an interim reporting period applicable to Topic 270.

The ASU is effective for annual reporting periods beginning after December 15, 2027, and early adoption is permitted.

We are currently evaluating the potential effect that the updated standard will have on our consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06 " Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software," which amends the accounting for and disclosure of software costs.

The new guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted.

This updated standard is to be applied using a prospective, modified transition, or retrospective application.

We are currently evaluating the potential effect that the updated standard will have on our consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03 "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

1 unchanged sentence

The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The requirements will be applied prospectively with the option for retrospective application.

This updated standard is to be applied prospectively with the option for retrospective application.

We are currently evaluating the potential effect that the updated standard will have on our consolidated financial statement disclosures .

4 unchanged sentences

Our products and services are offered only to customers within the United States and certain U.S.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 3—Revenues (continued)

The following tables disaggregate our revenues earned from external customers by each of our reportable segments:

Year Ended December 31, 2025

Consumer Services B2B Services Money Movement Services Total

B2B Services Consumer Services Money Movement Services Total

Timing of recognition (In thousands)

3 unchanged sentences

$ 1,396,617 $ 356,407 $ 237,689 $ 1,990,713

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 3—Revenues (continued)

Year Ended December 31, 2024

Consumer Services B2B Services Money Movement Services Total

B2B Services Consumer Services Money Movement Services Total

Timing of recognition (In thousands)

4 unchanged sentences

Year Ended December 31, 2023

Consumer Services B2B Services Money Movement Services Total

B2B Services Consumer Services Money Movement Services Total

Timing of recognition (In thousands)

16 unchanged sentences

Changes in the deferred revenue balance are driven primarily by the amount of new card fees recognized during the period, and the degree to which these reductions to the deferred revenue balance are offset by the deferral of new card fees associated with cards sold during the period.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 3—Revenues (continued)

Costs to Obtain or Fulfill a Contract

5 unchanged sentences

Therefore, no additional disclosure is provided for these performance obligations.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 4— Investment Securities

3 unchanged sentences

December 31, 2025

Corporate bonds $ 10,000 $ — $ ( 110 ) $ 9,890

Agency bond securities $ 179,227 $ — $ ( 22,252 ) $ 156,975

1 unchanged sentence

Municipal bonds 28,137 — ( 5,581 ) 22,556

Asset-backed securities 354,510 86 ( 1,202 ) 353,394

Total investment securities $ 2,707,799 $ 1,478 $ ( 241,434 ) $ 2,467,843

11 unchanged sentences

December 31, 2025

Corporate bonds $ — $ — $ 9,890 $ ( 110 ) $ 9,890 $ ( 110 )

Agency bond securities $ — $ — $ 156,975 $ ( 22,252 ) $ 156,975 $ ( 22,252 )

1 unchanged sentence

Municipal bonds — — 22,556 ( 5,581 ) 22,556 ( 5,581 )

Asset-backed securities 321,811 ( 1,202 ) — — 321,811 ( 1,202 )

Total investment securities $ 826,487 $ ( 2,966 ) $ 1,228,953 $ ( 238,468 ) $ 2,055,440 $ ( 241,434 )

5 unchanged sentences

Total investment securities $ 15,311 $ ( 937 ) $ 2,016,530 $ ( 367,045 ) $ 2,031,841 $ ( 367,982 )

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 4—Investment Securities (continued)

Our investments generally consist of highly rated securities, substantially all of which are directly or indirectly backed by the U.S.

1 unchanged sentence

As such, we have not recorded any significant credit-related impairment losses during the years ended December 31, 2025, 2024 or 2023 on our available-for-sale investment securities.

Unrealized losses as of December 31, 2024 and 2023 are the result of increases in interest rates relative to when they were purchased as our investment portfolio is comprised predominantly of fixed rate securities.

Unrealized losses as of December 31, 2025 and 2024 are the result of increases in interest rates relative to when they were purchased as a portion of our investment portfolio is comprised of fixed rate securities.

Substantially all of the underlying securities within our investment portfolio were in an unrealized loss position as of December 31, 2025 and 2024 due to the timing of our investment purchases, as a significant portion of our investments were purchased prior to increases in interest rates by the Federal Reserve, and general volatility in market conditions.

We do not currently intend to sell our investments, and we have determined that it is more likely than not that we will not be required to sell our investments before recovery of their amortized cost bases, which may be at maturity.

Except as disclosed below, we do not currently intend to sell our remaining investments, and we have determined that it is more likely than not that we will not be required to sell our investments before recovery of their amortized cost bases, which may be at maturity.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 4—Investment Securities (continued)

In April 2025, we sold certain available-for-sale securities in order to reposition the proceeds into higher yielding assets.

As a result, we recorded a realized loss of $ 24.8 million upon final settlement of the securities sold.

Realized losses are reflected as a component of other expense, net on our consolidated statement of operations for the year ended December 31, 2025.

As of December 31, 2025, the contractual maturities of our available-for-sale investment securities were as follows:

1 unchanged sentence

(In thousands)

Due in one year or less $ 24,273 $ 24,152

Due after one year through five years $ 139,227 $ 125,038

19 unchanged sentences

Accounts receivable, net $ 197,248 $ 132,007

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 5—Accounts Receivable (continued)

Included within "other receivables" above is $ 40 million related to the settlement of a class-action lawsuit.

See Note 21—Commitments and Contingencies for further information.

Activity in the reserve for uncollectible overdrawn accounts from purchase transactions consisted of the following:

6 unchanged sentences

Balance, end of period $ 1,215 $ 1,741 $ 5,281

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 6— Loans to Bank Customers

18 unchanged sentences

Percentage of outstanding 4.8 % 3.3 % 5.1 % 13.2 % 86.8 % 100.0 %

A portion of our secured credit card portfolio is classified as loans held for sale.

These loans are included in the long-term portion of prepaid and other assets on our consolidated balance sheets.

Changes in valuation allowances are recorded as a component of other income and expenses on our consolidated statements of operations.

As of December 31, 2024 and 2023, the fair value of the loans held for sale amounted to approximately $ 3.8 million and $ 4.7 million, respectively.

The portion of our secured credit card portfolio that was previously classified as loans held for sale was reclassified to loans to bank customers on our consolidated balance sheet during the third quarter of 2025 based on changes in management's intention.

These secured card balances, which amounted to approximately $ 3.4 million upon transfer, were previously included in the long-term portion of prepaid and other assets.

As of December 31, 2024, the fair value of the loans held for sale amounted to approximately $ 3.8 million.

Nonperforming Loans

1 unchanged sentence

See Note 2—Summary of Significant Accounting Policies for further information on the criteria for classification as nonperforming.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 6—Loans to Bank Customers (continued)

December 31, 2025 December 31, 2024

1 unchanged sentence

Residential $ 19 $ 34

Installment — 79

Secured credit card 1,835 2,536

7 unchanged sentences

However, our secured credit card portfolio is collateralized by cash deposits made by each accountholder in an amount equal to the user's available credit limit, which mitigates the risk of any significant credit losses we expect to incur.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 6—Loans to Bank Customers (continued)

The table below presents the carrying value, gross of the related allowance for credit losses, of our loans within the primary credit quality indicators related to our loan portfolio:

18 unchanged sentences

Balance, end of period $ 21,053 $ 17,542 $ 11,383

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 7— Equity Method Investments

1 unchanged sentence

The entity is majority-owned by Walmart and was formed with a focus on developing tech-enabled solutions to integrate omni-channel retail shopping and financial services.

We hold a 20 % ownership interest in the entity, in exchange for annual capital contributions of $ 35.0 million per year from January 2020 through January 2024.

We hold a 20 % ownership interest in the entity, in exchange for annual capital contributions of $ 35.0 million per year that were made from January 2020 through January 2024.

Our final payment under this commitment was made in January 2024.

9 unchanged sentences

Any future economic benefits derived from products or services developed by TailFin will be negotiated on a case-by-case basis between the parties.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 7—Equity Method Investments (continued)

As of December 31, 2025 and 2024, our net investment in TailFin amounted to approximately $ 41.8 million and $ 128.4 million, respectively, and is included in the long-term portion of prepaid expenses and other assets on our consolidated balance sheets.

Based on the terms of the agreement, we recorded equity in losses attributable to TailFin of approximately $ 16.1 million, $ 8.0 million and $ 14.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Under the HLBV method and based on the terms of the agreement, we recorded equity in losses attributable to TailFin of approximately $ 86.6 million, $ 16.1 million and $ 8.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Our equity in losses for the year ended December 31, 2025 reflect the $ 70 million incentive payment described below.

These amounts are recorded as a component of other expense, net on our consolidated statements of operations.

In April 2025, we entered into an amendment which provides for us to continue serving as the issuing bank and program manager for the Walmart MoneyCard suite of reloadable debit card products, and entered into additional amendments pursuant to which we distribute our various products and services, including certain Green Dot-branded products and reload services through the Green Dot Network, at Walmart stores (collectively, the “Agreements”).

The amended term of the Agreements expires on January 31, 2033, subject to an automatic one-year renewal provision under the terms of the arrangements.

In consideration of the amended Agreements, we and the assignee of Walmart Inc.

and its subsidiary parties, RNBW Ventures Inc., (“RNBW”), agreed to cause TailFin to pay RNBW a one-time, non-refundable incentive payment in the amount of $ 70 million, which we recorded as a component of equity in losses attributable to TailFin during the second quarter of 2025 under our HLBV method of accounting.

The following tables present summarized financial information of TailFin's statements of operations and balance sheets.

1 unchanged sentence

(In thousands)

Interest income $ 2,945 $ 6,316 $ 4,398

Sales and marketing expenses ( 9,219 ) ( 9,898 ) ( 9,916 )

Compensation and professional services ( 10,242 ) ( 12,522 ) ( 2,434 )

Interest income $ 6,316 $ 4,398 $ 841

Other ( 100 ) — —

Net loss ( 16,616 ) ( 16,104 ) ( 7,952 )

Investor HLBV basis adjustment (1)

( 70,000 ) — —

Equity in losses attributable to TailFin $ ( 86,616 ) $ ( 16,104 ) $ ( 7,952 )

(1) The incentive payment of $ 70 million has been recorded as a deferred asset on TailFin’s balance sheet and will be amortized over the revised term of the Agreements through 2033.

Under the HLBV method and based on the terms of the agreement, we expensed the amount upon payment.

(In thousands)

3 unchanged sentences

Net equity $ 105,734 $ 127,621

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 7—Equity Method Investments (continued)

Other equity method investments

Our equity method investments also include an investment held by our bank, which amounted to $ 3.0 million and $ 3.2 million at December 31, 2025 and 2024, respectively.

We recorded equity in (earnings) losses from this investment of approximately $( 0.4 ) million, $ 1.4 million and $ 1.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.

We recorded equity in losses (earnings) from this investment of approximately $ 0.3 million, $( 0.4 ) million and $ 1.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 8— Property and Equipment

30 unchanged sentences

December 31, 2025 December 31, 2024

Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value Weighted Average Useful Lives

(In thousands) (In thousands) (Years)

Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value

(In thousands) (In thousands)

Customer relationships $ 250,800 $ ( 191,776 ) $ 59,024 $ 250,800 $ ( 173,887 ) $ 76,913

36 unchanged sentences

Senior Unsecured Notes

In September and October 2024, we issued and sold senior unsecured notes (the "Notes") in an aggregate principal amount of $ 50 million.

In 2024 and 2025, we issued and sold senior unsecured notes (the "Notes") in an aggregate principal amount of $ 65 million.

The Notes have a five-year term, maturing September 15, 2029.

7 unchanged sentences

The following table provides the outstanding long-term debt balance, at amortized cost:

December 31, 2024

(In thousands)

2 unchanged sentences

Notes payable, net of unamortized discount and issuance costs $ 63,541 $ 48,526

In February 2025, we issued and sold additional Notes in an aggregate principal amount of $ 15 million.

2025 Revolving Facility

In February 2025, we entered into a new revolving line of credit agreement with a financial institution up to a maximum principal amount of $ 20 million, subject to borrowing base limitations defined under the terms of the agreement.

The line of credit matures in August 2026 and will bear interest at variable market rates, but subject to a minimum rate of 6.0 % per annum.

Interest payments are due monthly, and accrue based on the then-outstanding principal balance.

We had no outstanding balance as of December 31, 2025.

2019 Revolving Facility

In October 2019, we entered into a secured credit agreement with Wells Fargo Bank, National Association, and other lenders party thereto.

1 unchanged sentence

In September 2024, the then-outstanding balance on the 2019 Revolving Facility was repaid in full, and the 2019 Revolving Facility terminated at its maturity date.

As of December 31, 2023, the outstanding balance on the 2019 Revolving Facility was $ 61 million.

We incurred total cash interest expense on our debt during the years ended December 31, 2024 and 2023 of approximately $ 5.3 million and $ 2.9 million, respectively.

We did no t incur any meaningful interest expense related to our debt during the year ended December 31, 2022.

We incurred total cash interest expense on our debt during the years ended December 31, 2025, 2024 and 2023 of approximately $ 5.5 million, $ 5.3 million and $ 2.9 million, respectively.

GREEN DOT CORPORATION

7 unchanged sentences

In the event a dividend is paid in the form of shares of common stock or rights to acquire shares of common stock, the holders of Class A common stock will receive Class A common stock, or rights to acquire Class A common stock, as the case may be.

In connection with the proposed transactions with CommerceOne and Smith Ventures, the Merger Agreement and the Separation Agreement each contain certain restrictions that currently prohibit our payment of dividends.

Upon our liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our Class A common stock and any participating preferred stock outstanding at that time after payment of liquidation preferences, if any, on any outstanding shares of our preferred stock and payment of other claims of creditors.

6 unchanged sentences

As of December 31, 2025, we have an authorized $ 4.5 million remaining under our current stock repurchase program for additional repurchases.

Accelerated Share Repurchases

In March 2022, we entered into an accelerated share repurchase arrangement ("ASR") with a financial institution for an up-front payment of $ 25 million.

Final settlement of the ASR was completed in April 2022.

The final number of shares received upon settlement for the ASR was determined based on the volume-weighted average price of our common stock over the term of the agreement less an agreed upon discount and subject to adjustments pursuant to the terms and conditions of the ASR.

Total shares repurchased under the ASR amounted to 914,037 shares at a volume-weighted average price of $ 27.35 .

Other Repurchases

In March 2022, we also entered into a repurchase plan under Rule 10b5-1 of the Exchange Act for $ 75 million that went into effect at the conclusion of the ASR.

The agreement allowed for $ 10 million of monthly share repurchases through December 31, 2022 until the contract amount was reached, unless otherwise terminated.

In December 2022, we early terminated the agreement just prior to completing the entire $ 75 million of repurchases.

We repurchased 3,150,181 shares at a volume-weighted average price of $ 22.39 under our 10b5-1 plan.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 12—Stockholders’ Equity (continued)

Walmart Restricted Shares

On January 2, 2020, we issued Walmart, in a private placement, 975,000 restricted shares of our Class A Common Stock.

The shares vested in equal monthly increments through December 1, 2022, however, Walmart was entitled to voting rights and to participate in any dividends paid from the issuance date on the unvested balance.

As such, the total amount of restricted shares issued were included in our total Class A shares outstanding at the end of each period.

All shares issued to Walmart were fully vested as of December 31, 2022.

The estimated grant-date fair value of the restricted shares is recorded as a component of stock-based compensation expense over the related period we expect to benefit under our relationship with Walmart.

Pursuant to the Merger Agreement and the Separation Agreement, we are restricted from making further repurchases without the approval of CommerceOne and Payments Buyer, respectively.

Note 13— Stock-Based Compensation

7 unchanged sentences

Total stock-based compensation expense and the related income tax benefit were as follows:

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 13—Stock-Based Compensation (continued)

Year Ended December 31,

19 unchanged sentences

Outstanding at December 31, 2025

3,077 $ 12.23

The total fair value of restricted stock vested for the years ended December 31, 2025, 2024 and 2023 was $ 10.5 million, $ 9.8 million and $ 11.3 million, respectively, based on the price of our Class A common stock on the vesting date.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 13—Stock-Based Compensation (continued)

Performance-Based Restricted Stock Units

9 unchanged sentences

Weighted-average grant-date fair value $ 7.83 $ 8.98 $ 18.13

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 13—Stock-Based Compensation (continued)

Performance-based restricted stock unit activity for the year ended December 31, 2025 was as follows:

2 unchanged sentences

Outstanding at December 31, 2024

1,569 $ 12.73

Performance restricted stock units granted (at target) 111 7.83

2 unchanged sentences

Outstanding at December 31, 2025

1,569 $ 12.73

The total fair value of all performance-based restricted stock vested for the years ended December 31, 2025, 2024 and 2023 was $ 0.1 million, $ 0.3 million and $ 2.1 million, respectively, based on the price of our Class A common stock on the vesting date.

Stock Options

Total stock option activity for the year ended December 31, 2024 was as follows:

Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life

(in Years) Aggregate Intrinsic Value

(In thousands, except per share data and years)

Outstanding at December 31, 2023

1,010 $ 23.78

Options canceled ( 1,010 ) 23.78

Outstanding at December 31, 2024

We have not issued any stock option awards from our 2010 Equity Incentive Plan during the year ended December 31, 2024 and no longer had any stock option awards outstanding at the end of the period.

As of December 31, 2025, there was $ 19.7 million of aggregate unrecognized compensation cost related to unvested restricted stock units (including performance-based awards) expected to be recognized in compensation expense in future periods, with a weighted-average period of 1.73 years.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 14— Income Taxes

The following table presents a summary of our domestic and foreign (loss) income before income taxes for the periods presented:

Year Ended December 31,

2025 2024 2023

(In thousands)

Domestic $ ( 75,413 ) $ ( 26,243 ) $ 11,024

Foreign ( 21,859 ) 3,704 3,609

(Loss) income before income taxes $ ( 97,272 ) $ ( 22,539 ) $ 14,633

The components of income tax expense included in our consolidated statements of operations were as follows:

9 unchanged sentences

Foreign 155 ( 1 ) ( 161 )

Deferred income tax benefit ( 10,356 ) ( 11,867 ) ( 6,674 )

Deferred income tax expense (benefit) 368 ( 10,356 ) ( 11,867 )

Income tax expense $ 1,594 $ 4,163 $ 7,911

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 14—Income Taxes (continued)

Income tax expense differs from the amount computed by applying the statutory federal income tax rate to income before income taxes.

The sources and tax effects of the differences are as follows:

The sources and tax effects of the differences after the adoption of ASU 2023-09 are as follows:

Year Ended December 31,

2025 2024 2023

(In thousands except % data) Amount ($) Percent (%) Amount ($) Percent (%) Amount ($) Percent (%)

federal statutory tax rate $ ( 20,427 ) 21.0 % $ ( 4,733 ) 21.0 % $ 3,073 21.0 %

State income taxes, net of federal tax benefit* 14,966 ( 15.4 ) ( 543 ) 2.4 ( 128 ) ( 0.9 )

Foreign tax rate differential 1.0 ( 1.5 ) ( 0.3 )

General business credits 10.2 ( 25.0 ) ( 3.2 )

Foreign tax effects

Statutory tax rate difference between China and U.S.

1,295 ( 1.3 ) ( 244 ) 1.1 ( 241 ) ( 1.6 )

Changes in valuation allowance 3,393 ( 3.5 ) — — — —

Other ( 68 ) 0.1 117 ( 0.6 ) 183 1.2

Effect of changes in tax laws or rates enacted in the current period — — — — — —

Effect of cross-border tax laws

Global intangible low-taxed income tax — — 309 ( 1.4 ) 285 2.0

Research and development tax credits ( 1,010 ) 1.0 ( 2,489 ) 11.0 ( 3,893 ) ( 26.6 )

Changes in valuation allowance — — 434 ( 1.9 ) — —

Nontaxable or nondeductible items

Stock-based compensation 1,629 ( 1.7 ) 7,086 ( 31.4 ) 4,207 28.8

1 unchanged sentence

Bank owned life insurance surrender — — 2,253 ( 10.0 ) — —

Nondeductible transaction related costs 875 ( 0.9 ) — — — —

Nondeductible penalties — — 5,056 ( 22.4 ) 4,261 29.1

Global intangible low-tax income tax ( 1.4 ) 2.0 0.3

IRC 162(m) limitation 413 ( 0.4 ) ( 2,856 ) 12.7 55 0.4

Change in valuation allowance ( 1.9 ) — —

Other 72 ( 0.1 ) 97 ( 0.5 ) 73 0.5

Changes in unrecognized tax benefits ( 1,928 ) 2.0 255 ( 1.1 ) 658 4.5

Other adjustments

IRS examination settlement 3,016 ( 3.1 ) — — — —

Expiration of tax attributes 430 ( 0.4 ) — — — —

Other 252 ( 0.3 ) — — ( 10 ) ( 0.1 )

Effective tax rate $ 1,594 ( 1.6 ) % $ 4,163 ( 18.5 ) % $ 7,911 54.1 %

* State taxes in California, Florida, Pennsylvania, Georgia, Alabama, and Louisiana made up the majority (greater than 50 percent) of the tax effect in this category.

The effective tax rate for the year ended December 31, 2025 and 2024 differs from the statutory federal income tax rate of 21%, primarily due to state income taxes, net of federal tax benefits, research and development tax credits, stock-based compensation, nondeductible transaction related costs, nondeductible penalties, cash surrender value growth in bank owned life insurance policies, the IRC 162(m) limitation on the deductibility of executive compensation, and the impact of our examination settlement with the IRS.

The net increase in the effective tax rate for the year ended December 31, 2025 as compared to the prior year ended December 31, 2024 is primarily due to an increase of $ 3.3 million in the amount of compensation expense subject to the IRC 162(m) limitation on the deductibility of certain executive compensation, a decrease of $ 1.5 million in research and development tax credits, an increase of $ 3.4 million in the valuation allowance on the deferred tax assets of our China subsidiary, an increase of $ 0.9 million in nondeductible transaction related costs, an increase of $ 3.0 million from our examination settlement with the IRS, and an increase of $ 15.5 million in state income tax expense, net of

GREEN DOT CORPORATION

1 unchanged sentence

Note 14—Income Taxes (continued)

The effective tax rate for the year ended December 31, 2024 and 2023 differs from the statutory federal income tax rate of 21%, primarily due to state income taxes, net of federal tax benefits, general business credits, stock-based compensation, nondeductible penalties, cash surrender value growth in bank owned life insurance policies, and the IRC 162(m) limitation on the deductibility of executive compensation.

The net decrease in the effective tax rate for the year ended December 31, 2024 as compared to the prior year ended December 31, 2023 is primarily due to a decrease of $ 2.9 million in the amount of compensation expense subject to the IRC 162(m) limitation on the deductibility of certain executive compensation, a decrease of $ 0.8 million in state income tax expense, net of federal benefits, and the impact of general business credits.

These decreases were partially offset by an increase of $ 2.9 million in the expense related to tax shortfalls from stock-based compensation, an increase of $ 0.8 million in the expense related to nondeductible penalties, an increase of $ 0.4 million in the valuation allowance on a portion of our unrealized loss on equity securities, and the surrender of our existing bank owned life insurance policies which resulted in a tax charge of $ 1.5 million and surrender penalties of $ 0.7 million.

The increase in nondeductible penalties is primarily related to the tax effect associated with the civil money penalty for the Consent Order discussed in Note 21 - Commitments and Contingencies .

federal benefits, primarily resulting from an increase of $ 17.7 million in the valuation allowance on state deferred tax assets related to state business credits and certain state net operating loss carryforwards.

These increases were partially offset by a decrease of $ 5.5 million in the expense related to tax shortfalls from stock-based compensation, a decrease of $ 5.1 million in tax expense from nondeductible penalties primarily associated with the civil money penalty incurred in 2024 for our Consent Order from the Federal Reserve Board, an increase of $ 0.7 million in the cash surrender value of our banked owned life insurances policies, a decrease of $ 2.2 million in the reserve on our unrecognized tax benefits, and a decrease of $ 2.3 million related to our bank owned life insurance surrender penalties we incurred in connection with the surrender and restructuring of our existing bank owned life insurance policies completed in 2024.

We have made a policy election to account for Global Intangible Low-Taxed Income ("GILTI") in the year the GILTI tax is incurred.

For the year ended December 31, 2025, the provision for GILTI tax expense was not material to our financial statements.

On July 4, 2025, H.R.

1, commonly referred to as the “One Big Beautiful Bill Act" (“OBBBA”) was signed into law, enacting significant changes to the U.S.

federal tax code with various effective dates from 2025 to 2027.

The OBBBA introduced several significant provisions impacting us, including an elective deduction for domestic research expenditures and reinstatement of elective 100% first year bonus depreciation.

These provisions of the OBBBA primarily affected the timing and the mix of current versus deferred income tax expense, and were not material to total income tax expense for the year ended December 31, 2025.

The components of total income taxes paid, net of refunds, by jurisdiction are as follows:

Year Ended December 31,

2025 2024 2023

(In thousands)

Federal $ 3,515 $ 9,807 $ 19,344

Arkansas 244 ** **

Florida 195 ** **

Georgia 117 ** 391

Indiana 149 ** **

Illinois ** 210 504

Kansas 207 ** **

Kentucky ** 256 **

Louisiana ** 542 **

Maryland 253 ** **

Missouri ** 228 **

New York ** ** 453

Pennsylvania 130 195 446

South Carolina ** 343 **

Utah ** ** 392

All other states 727 1,466 2,015

China 560 543 806

Total income taxes paid, net of amounts refunded $ 6,097 $ 13,590 $ 24,351

**Jurisdiction did not exceed the 5% threshold for the period presented.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 14—Income Taxes (continued)

The tax effects of temporary difference that give rise to significant portions of our deferred tax assets and liabilities were as follows:

9 unchanged sentences

Unrealized loss on available-for-sale securities — 91,583

Equity method investments 21,327 3,632

Other 2,090 2,208

13 unchanged sentences

We establish a valuation allowance when we consider it more-likely-than-not that some portion or all of the deferred tax assets will not be realized.

As of December 31, 2025, we provided a valuation allowance against our state business credits, certain state net operating loss carryforwards, a portion of our capital loss carryforwards, and the deferred tax assets of our China subsidiary as we believe it is more-likely-than-not that the tax benefits related to these items will not be realized.

As of December 31, 2024, we provided a valuation allowance against a portion of our unrealized loss on equity securities as we believe it is more-likely-than-not that the tax benefits related to this portion of the loss will not be realized.

We are subject to examination by the IRS, and various state tax authorities.

We remain subject to examination of our federal income tax returns for the years ended December 31, 2022 through 2024.

We generally remain subject to examination of our various state income tax returns for a period of four to five years from the respective dates that the returns were filed.

During the year ended December 31, 2025, we resolved an examination with the IRS related to our 2017 U.S.

federal income tax year, which resulted in an adjustment to current taxes as shown in the effective tax rate table above.

GREEN DOT CORPORATION

1 unchanged sentence

Note 14—Income Taxes (continued)

We are subject to examination by the Internal Revenue Service (the "IRS"), and various state tax authorities.

We remain subject to examination of our federal income tax returns for the years ended December 31, 2017 through 2023.

We generally remain subject to examination of our various state income tax returns for a period of four to five years from the respective dates that the returns were filed.

The IRS initiated an examination of our 2017 U.S.

federal tax return during the second quarter ended June 30, 2020 and the examination remains ongoing as of December 31, 2024.

We do not expect that this examination will have a material impact on our consolidated financial statements.

As of December 31, 2025, we had federal net operating loss carryforwards of approximately $ 304.9 million, state net operating loss carryforwards of approximately $ 309.1 million, and capital loss carryforwards of approximately $ 2.5 million which will be available to offset future income.

If not used, the federal net operating losses will expire between 2030 and 2034.

In regard to the federal net operating loss carryforwards, $ 9.0 million will expire between 2030 and 2034 and are subject to an annual IRC Section 382 limitation which restricts their utilization against taxable income in future periods, while the remaining balance of approximately $ 294.0 million does not expire and carries forward indefinitely.

During the year ended December 31, 2025, certain federal net operating loss carryforwards generated before the Tax Cuts and Jobs Act expired prior to utilization.

Because no valuation allowance had been recorded against the related deferred tax asset, the expiration resulted in additional income tax expense in the period.

In regard to the state net operating loss carryforwards, approximately $ 192.5 million will expire between 2028 and 2045, while the remaining balance of approximately $ 116.6 million, does not expire and carries forward indefinitely.

The capital loss carryforwards will expire in 2030.

The net operating losses are subject to an annual IRC Section 382 limitation which restricts their utilization against taxable income in future periods.

In addition, we have state business tax credits of approximately $ 22.7 million that can be carried forward indefinitely and other state business tax credits of approximately $ 0.3 million that will expire between 2025 and 2027.

In addition, we have federal business tax credits of approximately $ 1.6 million that can be carried forward indefinitely and we have state business tax credits of approximately $ 24.4 million that can be carried forward indefinitely.

As of December 31, 2025 and 2024, we had a liability of $ 11.4 million and $ 12.5 million, respectively, for unrecognized tax benefits related to various federal and state income tax matters excluding interest, penalties and related tax benefits.

15 unchanged sentences

We recognized accrued interest and penalties related to unrecognized tax benefits for the years ended December 31, 2025, 2024 and 2023, of approximately $ 1.2 million, $ 1.6 million and $ 1.2 million, respectively.

For tax years beginning after December 31, 2021, the Tax Cuts and Jobs Act of 2017 requires taxpayers to capitalize and amortize research and development costs pursuant to IRC Section 174.

Section 174 requires taxpayers to capitalize research and development costs and amortize them over 5 years for expenditures attributed to domestic research and 15 years for expenditures attributed to foreign research.

During the year ended December 31, 2024 our cash paid for taxes was adversely impacted by the requirement to capitalize and amortize research and development expenses under Section 174.

Although Congress is considering legislation that would reinstate and extend Section 174 expensing for certain research and experimental expenditures, the possibility that this will happen is uncertain.

GREEN DOT CORPORATION

7 unchanged sentences

Net (loss) income $ ( 98,866 ) $ ( 26,702 ) $ 6,722

Amount attributable to unvested Walmart restricted shares — — ( 178 )

Net (loss) income allocated to Class A common stockholders $ ( 26,702 ) $ 6,722 $ 64,034

Weighted-average Class A shares issued and outstanding 55,099 53,527 52,251

2 unchanged sentences

Net (loss) income allocated to Class A common stockholders $ ( 98,866 ) $ ( 26,702 ) $ 6,722

Re-allocated earnings — — 2

Diluted net (loss) income allocated to Class A common stockholders $ ( 26,702 ) $ 6,722 $ 64,036

Weighted-average Class A shares issued and outstanding 55,099 53,527 52,251

Dilutive potential common shares:

Stock options — — 29

Service based restricted stock units — — 138

3 unchanged sentences

Diluted (loss) earnings per Class A common share $ ( 1.79 ) $ ( 0.50 ) $ 0.13

The restricted shares issued to Walmart contain non-forfeitable rights to dividends and are considered participating securities for purposes of computing EPS pursuant to the two-class method.

The computation above excludes income attributable to the unvested restricted shares from the numerator and excludes the dilutive impact of those underlying shares from the denominator.

For the periods presented, we excluded certain restricted stock units and stock options outstanding, which could potentially dilute basic EPS in the future, from the computation of diluted EPS as their effect was anti-dilutive.

As a result of our net losses for the years ended December 31, 2025 and 2024, the dilutive impacts of certain potential common shares were excluded from our dilutive weighted-average shares since their inclusion would have been anti-dilutive.

For the periods presented, we also excluded certain restricted stock units and stock options outstanding, which could potentially dilute basic EPS in the future, from the computation of diluted EPS as their effect was anti-dilutive under the treasury stock method.

Additionally, we have excluded any performance-based restricted stock units where the performance contingency has not been met as of the end of the period, or whereby the result of including such awards was anti-dilutive.

7 unchanged sentences

Performance-based restricted stock units 628 40 896

Unvested Walmart restricted shares — — 148

Total 673 1,788 3,526

10 unchanged sentences

Investment securities:

Corporate bonds $ — $ 9,890 $ — $ 9,890

Agency bond securities $ — $ 156,975 $ — $ 156,975

1 unchanged sentence

Municipal bonds — 22,556 — 22,556

Loans held for sale — — 3,849 3,849

Asset-backed securities — 353,394 — 353,394

Total assets $ — $ 2,467,843 $ — $ 2,467,843

9 unchanged sentences

We had no transfers between Level 1, Level 2 or Level 3 assets or liabilities during the years ended December 31, 2025 and 2024.

The following table presents changes in our contingent consideration payable for the years ended December 31, 2024 , 2023 and 2022, which is categorized in Level 3 of the fair value hierarchy:

Year Ended December 31,

2024 2023 2022

(In thousands)

Balance, beginning of period $ — $ — $ 1,347

Payments of contingent consideration — — ( 1,647 )

Change in fair value of contingent consideration — — 300

Balance, end of period $ — $ — $ —

We had no remaining balance outstanding on our contingent consideration payable as of December 31, 2022.

A reconciliation of changes in fair value for Level 3 assets or liabilities are not considered material to these consolidated financial statements and therefore are not presented for any of the periods presented.

15 unchanged sentences

Under the fair value hierarchy, our deposits are classified as Level 2.

Contingent Consideration

The fair value of contingent consideration obligations was estimated through valuation models designed to estimate the probability of such contingent payments based on various assumptions.

Estimated payments were discounted using present value techniques to arrive at an estimated fair value.

Our contingent consideration payable was classified as Level 3 because we used unobservable inputs to estimate fair value, including the probability of achieving certain earnings thresholds and appropriate discount rates.

Changes in fair value of contingent consideration were recorded through operating expenses.

The fair value of the Notes is based on borrowing rates currently available to a market participant for loans with similar terms, maturity and credit risk.

35 unchanged sentences

Currently, we do not enter into any financing lease agreements.

Our leases have remaining lease terms of less than 1 year to approximately 8 years, most of which generally include renewal options of varying terms.

Our leases have remaining lease terms of less than 1 year to approximately 7 years, some of which generally include renewal options of varying terms.

Our total lease expense amounted to approximately $ 2.6 million, $ 3.7 million, and $ 3.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

1 unchanged sentence

Any variable payments for non-lease components and other short term lease expenses are not considered material.

In line with our plan to exit our operational activities in China, we provided notice of early termination for our office facility lease to the lessor during the third quarter of 2025.

Consequently, both the operating lease right-of-use asset and the corresponding lease liability were remeasured based on the modified lease term and early termination conditions, and were subsequently terminated as of December 31, 2025.

Refer to Note 23—Restructuring and Other Charges for further information regarding our China subsidiary.

Additional Information

15 unchanged sentences

Note 21— Commitments and Contingencies

In the ordinary course of business, we are a party to various legal proceedings, including, from time to time, regulatory, supervisory, and governmental matters as well as actions which are asserted to be maintainable as class action suits, employment claims, and or enforcement actions.

We review these actions on an ongoing basis to determine whether it is probable and estimable that a loss has occurred and use that information when making accrual and disclosure decisions.

1 unchanged sentence

Nonetheless, given the inherent unpredictability of these matters, an adverse outcome could, from time to time, have a material adverse impact on our financial condition or results of operations.

On July 19, 2024, we and our subsidiary bank entered into a consent order (the "Consent Order") with the Federal Reserve Board relating principally to various aspects of compliance risk management, including consumer compliance and compliance with anti-money laundering regulations.

Included in the Consent Order was a civil money penalty related to these issues in the amount of $ 44 million which was paid in July 2024.

We previously accrued an estimated liability of $ 20 million related to the Consent Order during the three months ended December 31, 2023, and the remaining portion was accrued during the three months ended June 30, 2024.

Other Litigation and Claims

8 unchanged sentences

Defendants filed a motion to dismiss the First Amended Complaint on May 31, 2022, and the motion was denied on March 29, 2024.

The trial on these claims is currently scheduled to begin in February 2027.

On September 18, 2025, the parties jointly filed a Notice of Settlement, and on October 17, 2025, plaintiffs filed a motion for preliminary approval of the settlement, which the Court has taken under submission.

Pursuant to the terms of the settlement (which are subject to final documentation and court approval), we expect to pay $ 40.0 million to the plaintiffs in resolution of all claims against us and our two former officers.

If the settlement is approved by the Court, the settlement amount will be funded from available insurance coverage and this amount, less fees and expenses, will be distributed to purchasers of our securities between May 9, 2018 and November 7, 2019 who file valid proofs of claim under procedures to be implemented by the Court.

The expected settlement amount is reflected as of December 31, 2025 within the current portion of other accrued liabilities on our consolidated financial statements, with a corresponding insurance recovery recorded within accounts receivable, net.

On February 18, 2020, a putative shareholder derivative action entitled Hellman v.

3 unchanged sentences

The Hellman action seeks to recover, among other things, unspecified compensatory damages on behalf of the company.

Pursuant to a stipulated agreement between the parties, the Hellman action is stayed through the close of discovery in the Koffsmon action.

Pursuant to a stipulated agreement between the parties, the Hellman action is stayed through the close of fact discovery in the Koffsmon action.

GREEN DOT CORPORATION

7 unchanged sentences

The DiBlasio action seeks to recover, among other things, unspecified compensatory damages on behalf of the company.

Pursuant to a stipulated agreement between the parties, the DiBlasio action is stayed through the close of discovery in the Koffsmon action.

Pursuant to a stipulated agreement between the parties, the DiBlasio action is stayed through the close of fact discovery in the Koffsmon action.

On June 25, 2025, the Court entered an order consolidating the Hellman action and the DiBlasio action, with the Hellman action designated the lead case and the DiBlasio action closed administratively.

The consolidated case remains stayed through the close of fact discovery in the Koffsmon action.

Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of these matters.

Given the uncertainty of litigation and the preliminary stage of these claims, we are currently unable to estimate the probability of the outcome of these actions or the range of reasonably possible losses, if any, or the impact on our results of operations, financial condition or cash flows, except as disclosed.

Given the uncertainty of litigation and the preliminary stage of the Hellman action, we are currently unable to estimate the probability of the outcome of these actions or the range of reasonably possible losses, if any, or the impact on our results of operations, financial condition or cash flows, except as disclosed.

Other Legal Matters

We monitor the laws of all 50 states to identify state laws or regulations that apply (or may apply) to our products and services.

We monitor federal laws and the laws of all 50 states to identify laws or regulations that apply (or may apply) to our products and services.

We have obtained money transmitter licenses (or similar such licenses) where applicable, based on advice of counsel or when we have been requested to do so.

If we were found to be in violation of any laws and regulations governing banking, money transmitters, electronic fund transfers, or money laundering in the United States or abroad, we could be subject to penalties or could be forced to change our business practices.

If we were found to be in violation of any laws and regulations governing our business, which includes without limitation banking, money transmitters, electronic fund transfers, escheatment, changes in accounting policies, or money laundering in the United States or abroad, we could be subject to penalties or could be forced to change our business practices.

From time to time, we enter into contracts containing provisions that contingently require us to indemnify various parties against claims from third parties.

16 unchanged sentences

Walmart * 10 % 17 %

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 22—Significant Retailer and Partner Concentration (continued)

* Represents a concentration of less than 10% of our total operating revenues.

In addition, approximately 63 % , 55 %, and 42 % of our total operating revenues for the years ended December 31, 2025, 2024 and 2023, respectively, were generated from a single BaaS partner, but without a corresponding concentration to our gross profit for the respective periods.

Note 23— Restructuring and Other Charges

During the third quarter of 2025, we announced a plan to exit our operational activities in China by the end of 2025 as a means of reducing complexity and promoting long-term structural improvements for our business.

As a result of this transition, we recorded restructuring and other charges of approximately $ 22.1 million during the year ended December 31, 2025.

These charges were primarily related to severance and employee benefits and other direct costs associated with the restructuring, including lease related termination costs.

Restructuring and other charges is comprised of the following components:

Year Ended December 31,

(In thousands)

Employee severance and benefits $ 17,975

Lease termination and related charges 3,199

Restructuring and other charges $ 22,125

We generally recognize employee severance costs when payments are probable and amounts are estimable or when notification occurs.

Costs related to contracts without future benefit or subject to termination are recognized at the earlier of the contract termination or cease-use date.

Other exit-related costs are recognized as incurred.

Accruals for remaining restructuring liabilities are included in the short term portion of other accrued liabilities on our consolidated balance sheet as of December 31, 2025.

We completed effectively all of our restructuring activities as of December 31, 2025 and accordingly, substantially all payments have been made.

The following table summarizes activity related to our consolidated balance sheet:

Employee Severance and Benefits Lease Termination and Related Charges Other Total Restructuring and Other Charges

(In thousands)

Balance at December 31, 2024

$ — $ — $ — $ —

Charges 17,975 3,199 951 22,125

Payments ( 17,861 ) ( 2,448 ) ( 388 ) ( 20,697 )

Non-cash adjustments — ( 751 ) ( 538 ) ( 1,289 )

Balance at December 31, 2025

$ 114 $ — $ 25 $ 139

GREEN DOT CORPORATION

43 unchanged sentences

Our operations are aggregated amongst three reportable segments:

1) Consumer Services, 2) Business to Business ("B2B") Services, and 3) Money Movement Services.

Our Consumer Services segment consists of revenues and expenses derived from deposit account programs, such as consumer checking accounts, prepaid cards, secured credit cards, and gift cards that we offer to consumers (i) through distribution arrangements with more than 90,000 retail locations and thousands of neighborhood Financial Service Center locations (the "Retail channel"), and (ii) directly through various marketing channels, such as online search engine optimization, online displays, direct mail campaigns, mobile advertising, and affiliate referral programs (the "Direct channel").

1) Business to Business ("B2B") Services, 2) Consumer Services, and 3) Money Movement Services.

Our B2B Services segment consists of revenues and expenses derived from (i) our partnerships with prominent consumer and technology companies that make our banking products and services available to their consumers, partners and workforce through integration with our banking platform (the "Banking-as-a-Service", or "BaaS channel"), and (ii) a comprehensive payroll platform that we offer to corporate enterprises (the "Employer channel") to facilitate payments for today’s workforce.

Our products and services in this segment include deposit account programs, such as consumer and small business checking accounts and prepaid cards, as well as our disbursement services utilized by our partners.

Our Money Movement Services segment consists of revenues and expenses generated on a per transaction basis from our services that specialize in facilitating the movement of cash on behalf of consumers and businesses, such as money processing services and tax refund processing services.

11 unchanged sentences

Year Ended December 31, 2025

Consumer Services B2B Services Money Movement Services Corporate and Other Total

B2B Services Consumer Services Money Movement Services Corporate and Other Total

(In thousands)

16 unchanged sentences

Year Ended December 31, 2024

Consumer Services B2B Services Money Movement Services Corporate and Other Total

B2B Services Consumer Services Money Movement Services Corporate and Other Total

(In thousands)

16 unchanged sentences

Year Ended December 31, 2023

Consumer Services B2B Services Money Movement Services Corporate and Other Total

B2B Services Consumer Services Money Movement Services Corporate and Other Total

(In thousands)

32 unchanged sentences

Total segment revenues $ 2,068,704 $ 1,707,715 $ 1,483,795

BaaS commissions and processing expenses 18,917 20,449 28,831

Embedded finance and processing expenses 18,043 18,917 20,449

Other income ( 6,256 ) ( 2,756 ) ( 2,916 )

Total operating revenues $ 2,080,491 $ 1,723,876 $ 1,501,328

Segment revenue adjustments represent commissions and certain processing-related costs associated with our BaaS products and services, which are netted against our B2B Services revenues when evaluating segment performance, as well as certain other investment income earned by our bank, which is included in Corporate and Other.

Segment revenue adjustments represent commissions and certain processing-related costs associated with our embedded finance products and services, which are netted against revenues when evaluating segment performance, as well as certain other investment income earned by our bank, which is included in Corporate and Other.

The reconciliations of segment profit to income (loss) before incomes taxes are presented below:

9 unchanged sentences

Legal settlement expenses 6,125 33,791 23,614

Other expense 8,586 7,330 8,070

Operating (loss) income ( 1,668 ) 22,670 94,375

Restructuring and other charges 22,125 — —

Transaction and related acquisition costs 11,278 — —

Other 13,665 8,586 7,330

Operating income (loss) 13,659 ( 1,668 ) 22,670

Interest expense, net 6,152 5,506 3,027

1 unchanged sentence

(Loss) income before income taxes $ ( 97,272 ) $ ( 22,539 ) $ 14,633

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 25— Subsequent Events

In February 2025, we issued and sold additional senior unsecured notes in an aggregate principal amount of $ 15 million under the same terms as the initial Notes discussed under Note 11—Debt .

The line of credit matures in August 2026 and will bear interest at variable market rates, but subject to a minimum rate of 6.0 % per annum.

Interest payments are due monthly, and accrue based on the then-outstanding principal balance.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data