What changed in this filing

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Item 1. Financial Statements

2026-05-11 compared with 2025-11-10 · 191 added, 333 removed, 640 unchanged (45% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Assets (In thousands, except par value)

2 unchanged sentences

Restricted cash 31 44

Investment securities available-for-sale, at fair value — 24,152

Settlement assets 879,485 947,497

4 unchanged sentences

Investment securities available-for-sale, at fair value 2,969,954 2,467,843

Loans to bank customers, net of allowance for credit losses of $ 21,988 and $ 17,542 as of September 30, 2025 and December 31, 2024, respectively

Loans to bank customers, net of allowance for credit losses of $ 21,645 and $ 21,053 as of March 31, 2026 and December 31, 2025, respectively

47,464 55,700

12 unchanged sentences

Settlement obligations 62,048 52,916

Amounts due to card issuing banks for overdrawn accounts — 84

Other accrued liabilities 150,941 153,752

1 unchanged sentence

Deferred revenue 4,351 4,224

Federal Home Loan Bank advances 500,000 —

Income tax payable 2,433 2,366

7 unchanged sentences

Class A common stock, $ 0.001 par value;

100,000 shares authorized as of September 30, 2025 and December 31, 2024;

55,421 and 54,227 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

100,000 shares authorized as of March 31, 2026 and December 31, 2025;

56,661 and 55,565 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 427,915 427,477

6 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(In thousands, except per share data)

12 unchanged sentences

Total operating expenses 587,209 498,129

Operating (loss) income ( 32,831 ) ( 2,932 ) 41,313 ( 16,045 )

Operating income 69,038 60,745

Interest expense, net 1,576 1,386

Other (expense), net ( 1,338 ) ( 3,705 ) ( 101,733 ) ( 10,045 )

Loss before income taxes ( 35,724 ) ( 8,214 ) ( 64,992 ) ( 30,396 )

Income tax (benefit) expense ( 4,933 ) ( 374 ) ( 12,949 ) 1,409

Net loss $ ( 30,791 ) $ ( 7,840 ) $ ( 52,043 ) $ ( 31,805 )

Basic loss per common share:

Other income (expense), net 177 ( 25,704 )

Income before income taxes 67,639 33,655

Income tax expense 13,886 7,882

Net income $ 53,753 $ 25,773

Basic earnings per common share:

$ 0.96 $ 0.47

Diluted loss per common share $ ( 0.56 ) $ ( 0.15 ) $ ( 0.95 ) $ ( 0.60 )

Diluted earnings per common share $ 0.93 $ 0.47

Basic weighted-average common shares issued and outstanding:

4 unchanged sentences

GREEN DOT CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND LOSS

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended March 31,

(In thousands)

Net loss $ ( 30,791 ) $ ( 7,840 ) $ ( 52,043 ) $ ( 31,805 )

Other comprehensive (loss) income

Unrealized holding income, net of tax 18,098 62,175 59,286 79,910

Net income $ 53,753 $ 25,773

Other comprehensive income

Unrealized holding (losses) income, net of tax ( 3,937 ) 29,321

Reclassification of losses realized in net income, net of tax — 18,392

Comprehensive (loss) income $ ( 12,693 ) $ 54,335 $ 25,847 $ 48,105

Comprehensive income $ 49,816 $ 73,486

See notes to unaudited consolidated financial statements

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Three Months Ended September 30, 2025

Class A Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders' Equity

Shares Amount

(In thousands)

Balance at June 30, 2025 55,388 $ 55 $ 416,767 $ 722,350 $ ( 218,290 ) $ 920,882

Common stock issued under stock plans, net of withholdings and related tax effects 33 1 ( 161 ) — — ( 160 )

Stock-based compensation — — 5,260 — — 5,260

Net loss — — — ( 30,791 ) — ( 30,791 )

Other comprehensive income — — — — 18,098 18,098

Balance at September 30, 2025 55,421 $ 56 $ 421,866 $ 691,559 $ ( 200,192 ) $ 913,289

Three Months Ended September 30, 2024

Class A Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders' Equity

Shares Amount

(In thousands)

Balance at June 30, 2024 53,707 $ 54 $ 392,810 $ 746,339 $ ( 269,252 ) $ 869,951

Common stock issued under stock plans, net of withholdings and related tax effects 44 — ( 228 ) — — ( 228 )

Stock-based compensation — — 8,187 — — 8,187

Net loss — — — ( 7,840 ) — ( 7,840 )

Other comprehensive income — — — — 62,175 62,175

Balance at September 30, 2024 53,751 $ 54 $ 400,769 $ 738,499 $ ( 207,077 ) $ 932,245

See notes to unaudited consolidated financial statements

GREEN DOT CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Class A Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders' Equity

4 unchanged sentences

Stock-based compensation — — 4,494 — — 4,494

Net loss — — — ( 52,043 ) — ( 52,043 )

Other comprehensive income — — — — 77,890 77,890

Balance at September 30, 2025 55,421 $ 56 $ 421,866 $ 691,559 $ ( 200,192 ) $ 913,289

Nine Months Ended September 30, 2024

Net income — — — 53,753 — 53,753

Other comprehensive loss — — — — ( 3,937 ) ( 3,937 )

Balance at March 31, 2026 56,661 $ 57 $ 427,915 $ 698,489 $ ( 185,961 ) $ 940,500

Three Months Ended March 31, 2025

Class A Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders' Equity

4 unchanged sentences

Stock-based compensation — — 3,021 — — 3,021

Net loss — — — ( 31,805 ) — ( 31,805 )

Net income — — — 25,773 — 25,773

Other comprehensive income — — — — 47,713 47,713

Balance at September 30, 2024 53,751 $ 54 $ 400,769 $ 738,499 $ ( 207,077 ) $ 932,245

Balance at March 31, 2025 54,873 $ 55 $ 408,602 $ 769,375 $ ( 230,369 ) $ 947,663

See notes to unaudited consolidated financial statements

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands)

Operating activities

Net loss $ ( 52,043 ) $ ( 31,805 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net income $ 53,753 $ 25,773

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization of property, equipment and internal-use software 18,134 15,184

5 unchanged sentences

Realized loss on available-for-sale investment securities — 24,497

Amortization of discount on available-for-sale investment securities ( 343 ) ( 1,614 )

Amortization of premium and discount on available-for-sale investment securities 959 ( 513 )

Impairment of long-lived assets 331 61

15 unchanged sentences

Net changes in loans ( 16,093 ) ( 17,631 )

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

Proceeds from other investments — 55,088

Other investing activities ( 23,199 ) ( 474 )

Net cash (used in) provided by investing activities ( 287,457 ) 85,818

Net cash used in investing activities ( 566,597 ) ( 63,457 )

Financing activities

Borrowings on notes payable — 14,860

Borrowings on revolving line of credit — 238,000

Repayments on revolving line of credit — ( 299,000 )

Proceeds from exercise of options and ESPP purchases 2,634 2,719

Net borrowings from Federal Home Loan Bank 500,000 —

Proceeds from ESPP purchases 820 —

Taxes paid related to net share settlement of equity awards ( 4,875 ) ( 2,429 )

7 unchanged sentences

Cash paid for interest $ 2,738 $ 2,112

Cash paid for income taxes $ 5,516 $ 6,003

Cash (refunded from) paid for income taxes $ ( 122 ) $ 3

Reconciliation of unrestricted cash, cash equivalents and restricted cash at end of period:

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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 (our “strategic review process”), 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.

For additional information regarding potential risks and uncertainties associated with such transactions, please see Part II, Item 1A, Risk Factors below.

Note 2— Summary of Significant Accounting Policies

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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)

We have also prepared the accompanying unaudited consolidated financial statements in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X and, consequently, they do not include all of the annual disclosures required by GAAP.

Reference is made to our Annual Report on Form 10-K for the year ended December 31, 2025 for additional disclosures, including a summary of our significant accounting policies.

There have been no material changes to our previously disclosed significant accounting policies during the nine months ended September 30, 2025 except as disclosed in Note 19 — Restructuring and Other Charges .

There have been no material changes to our previously disclosed significant accounting policies during the three months ended March 31, 2026.

In our opinion, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of normal and recurring items, necessary for the fair presentation of our financial position, results of operations and cash flows for the interim periods presented.

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accordingly, accounting estimates require the exercise of judgment.

These financial statements were prepared using information reasonably available as of September 30, 2025 and through the date of this report.

These financial statements were prepared using information reasonably available as of March 31, 2026 and through the date of this report.

The accounting estimates used in the preparation of our consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained, and as our operating environment changes.

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Recent Accounting Pronouncements

Recently adopted accounting pronouncements

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 annual periods beginning January 1, 2025, with early adoption permitted.

We adopted this standard on January 1, 2025, which will expand our disclosures beginning with our annual consolidated financial statements for the year ended December 31, 2025, but will not have 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):

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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 statement and disclosures.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 2—Summary of Significant Accounting Policies (continued)

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):

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

Three Months Ended September 30, 2025

B2B Services Consumer Services Money Movement Services Total

Timing of recognition (In thousands)

Transferred point in time $ 41,384 $ 66,081 $ 32,184 $ 139,649

Transferred over time 311,402 20,296 811 332,509

Operating revenues (1)

$ 352,786 $ 86,377 $ 32,995 $ 472,158

Three Months Ended September 30, 2024

B2B Services Consumer Services Money Movement Services Total

Timing of recognition (In thousands)

Transferred point in time $ 38,617 $ 70,325 $ 33,965 $ 142,907

Transferred over time 224,647 25,251 861 250,759

Operating revenues (1)

$ 263,264 $ 95,576 $ 34,826 $ 393,666

Nine Months Ended September 30, 2025

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 3—Revenues (continued)

Three Months Ended March 31, 2026

B2B Services Consumer Services Money Movement Services Total

4 unchanged sentences

$ 409,158 $ 84,740 $ 135,107 $ 629,005

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

B2B Services Consumer Services Money Movement Services Total

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Also excludes the effects of inter-segment revenues.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 3—Revenues (continued)

Revenues recognized at a point in time are comprised of interchange fees, ATM fees, overdraft protection fees, other similar accountholder transaction-based fees, and substantially all of our cash processing revenues.

2 unchanged sentences

These contract liabilities consist principally of unearned new card fees and monthly maintenance fees.

We recognized approximately $ 0.1 million and $ 0.2 million in revenue for the three months ended September 30, 2025 and 2024, respectively, and $ 2.9 million and $ 3.7 million for the nine months ended September 30, 2025 and 2024, respectively, that were included in deferred revenue at the beginning of the respective periods and did not recognize any revenue during these periods from performance obligations satisfied in previous periods.

We recognized approximately $ 1.6 million and $ 2.3 million in revenue for the three months ended March 31, 2026 and 2025, respectively, that were included in deferred revenue at the beginning of the respective periods and did not recognize any revenue during these periods from performance obligations satisfied in previous periods.

Substantially all of the deferred revenue balances at the beginning of the respective periods are recognized in the first half of each year.

4 unchanged sentences

(In thousands)

September 30, 2025

March 31, 2026

Agency bond securities $ 179,227 $ — $ ( 22,819 ) $ 156,408

4 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

2 unchanged sentences

Note 4—Investment Securities (continued)

As of September 30, 2025 and December 31, 2024, the gross unrealized losses and fair values of available-for-sale investment securities that were in unrealized loss positions were as follows:

As of March 31, 2026 and December 31, 2025, the gross unrealized losses and fair values of available-for-sale investment securities that were in unrealized loss positions were as follows:

Less than 12 months 12 months or more Total fair value Total unrealized loss

1 unchanged sentence

(In thousands)

September 30, 2025

March 31, 2026

Agency bond securities $ — $ — $ 156,408 $ ( 22,819 ) $ 156,408 $ ( 22,819 )

4 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 )

1 unchanged sentence

federal government, as our investment policy restricts our investments to highly liquid, low credit risk assets.

As such, we have not recorded any credit-related impairment loss during the three and nine months ended September 30, 2025 or 2024 on our available-for-sale investment securities.

Unrealized losses as of September 30, 2025 and December 31, 2024 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.

Substantially all of the underlying securities within our investment portfolio were in an unrealized loss position as of September 30, 2025 and December 31, 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.

As such, we have not recorded any credit-related impairment loss during the three months ended March 31, 2026 or 2025 on our available-for-sale investment securities.

Unrealized losses as of March 31, 2026 and December 31, 2025 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.

The underlying securities within our investment portfolio that were in an unrealized loss position as of March 31, 2026 and December 31, 2025 was 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.

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.

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 nine months ended September 30, 2025.

As of September 30, 2025, the contractual maturities of our available-for-sale investment securities were as follows:

As a result, we recorded a realized loss of approximately $ 24.5 million during the three months ended March 31, 2025 because we no longer had the intent to hold the securities until recovery of their amortized cost bases.

The losses were reflected as a component of other income and expense, net on our consolidated statement of operations.

As of March 31, 2026, the contractual maturities of our available-for-sale investment securities were as follows:

Amortized cost Fair value

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Accounts receivable, net consisted of the following:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(In thousands)

13 unchanged sentences

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(In thousands)

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(In thousands)

September 30, 2025

March 31, 2026

Residential $ — $ — $ — $ — $ 7,439 $ 7,439

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These loan balances generally fluctuate over the first half of each year due to the seasonal nature of these advances.

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 as of September 30, 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

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See Note 2 — Summary of Significant Accounting Policies to the Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2025 for further information on the criteria for classification as nonperforming.

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(In thousands)

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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:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Non-Classified Classified Non-Classified Classified

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Activity in the allowance for credit losses on our loan portfolio consisted of the following:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(In thousands)

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

As of September 30, 2025 and December 31, 2024, our net investment in TailFin amounted to approximately $ 46.7 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.

Under the HLBV method and based on the terms of the agreement, we recorded equity in losses attributable to TailFin of approximately $ 3.2 million and $ 4.4 million for the three months ended September 30, 2025 and 2024, respectively, and $ 81.7 million and $ 12.3 million for the nine months ended September 30, 2025 and 2024, respectively.

Our equity in losses for the nine months ended September 30, 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.

As of March 31, 2026 and December 31, 2025, our net investment in TailFin amounted to approximately $ 40.1 million and $ 41.8 million, respectively, and is included in the long-term portion of prepaid expenses and other assets on our consolidated balance sheets.

Under the HLBV method and based on the terms of the agreement, we recorded equity in losses attributable to TailFin of approximately $ 1.7 million and $ 2.8 million for the three months ended March 31, 2026 and 2025, respectively.

These amounts are recorded as a component of other income and 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”).

1 unchanged sentence

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.

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 table presents summarized financial information of TailFin's statements of operations.

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(In thousands)

2 unchanged sentences

Compensation and professional services ( 892 ) ( 1,798 )

Other ( 100 ) — ( 100 ) —

Net loss $ ( 1,660 ) $ ( 2,758 )

Investor HLBV basis adjustment (1)

— — ( 70,000 ) —

Equity in losses attributable to TailFin $ ( 3,191 ) $ ( 4,424 ) $ ( 81,700 ) $ ( 12,339 )

(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.

Other equity method investments

Our equity method investments also include an investment held by our bank, which amounted to $ 3.1 million and $ 3.2 million, respectively, as of September 30, 2025 and December 31, 2024.

Equity in earnings from this investment for the three and nine months ended September 30, 2025 and 2024 were not significant.

Our equity method investments also include an investment held by our bank, which amounted to $ 3.3 million and $ 3.0 million, respectively, as of March 31, 2026 and December 31, 2025.

Equity in earnings and losses from this investment for the three months ended March 31, 2026 and 2025 were not significant.

GREEN DOT CORPORATION

2 unchanged sentences

Deposits are categorized as non-interest bearing or interest-bearing deposit accounts as follows:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(In thousands)

9 unchanged sentences

The scheduled contractual maturities for total time deposits are presented in the table below:

September 30, 2025

March 31, 2026

(In thousands)

4 unchanged sentences

Due in 2030 293

Thereafter 116

Total time deposits $ 5,821

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The Notes are junior in right of payment to existing and future secured indebtedness.

As of September 30, 2025, we were in compliance with all affirmative and negative non-financial covenants thereunder.

The net proceeds of the offering were used to repay outstanding indebtedness under our revolving credit facility discussed below, and for general corporate purposes.

As of March 31, 2026, we were in compliance with all affirmative and negative covenants thereunder.

The net proceeds of the offering were used to repay outstanding indebtedness under a previous revolving credit facility, and for general corporate purposes.

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(In thousands)

2 unchanged sentences

Notes payable, net of unamortized discount and issuance costs $ 63,640 $ 63,541

We incurred total cash interest expense on our debt of approximately $ 1.4 million and $ 1.2 million during the three months ended March 31, 2026 and 2025, respectively.

GREEN DOT CORPORATION

1 unchanged sentence

Note 9—Debt (continued)

FHLB Advances

Green Dot Bank has the ability to access various sources of funding, including advances from the Federal Home Loan Bank ("FHLB") and the Federal Reserve's discount window.

Availability of these borrowings is subject to various factors, including maintaining eligibility requirements and the amount of pledged collateral.

These sources may be used from time to time to support our short-term liquidity needs and lines of business.

The $ 500 million in net borrowings outstanding with the FHLB as of March 31, 2026 was in support of our tax refund processing business.

The entirety of the outstanding balance was repaid on April 1, 2026.

Interest expense on FHLB borrowings during the three months ended March 31, 2026 and 2025 amounted to approximately $ 1.3 million and $ 1.0 million, respectively.

2025 Revolving Facility

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

We had no outstanding balance as of September 30, 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.

The credit agreement provided for a $ 100.0 million five-year revolving line of credit (the "2019 Revolving Facility"), which matured in October 2024.

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.

We incurred total cash interest expense on our debt of approximately $ 1.4 million and $ 1.5 million during the three months ended September 30, 2025 and 2024, respectively, and $ 4.1 million and $ 4.2 million during the nine months ended September 30, 2025 and 2024, respectively.

We had no outstanding balances as of March 31, 2026 and December 31, 2025.

Note 10— Income Taxes

Our income tax benefit for the nine months ended September 30, 2025 and income tax expense for the nine months ended September 30, 2024 differs from the amount computed by applying the statutory federal income tax rate to income before income taxes.

Our income tax expense for the three months ended March 31, 2026 and 2025 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:

Nine Months Ended September 30,

Three Months Ended March 31,

federal statutory tax rate 21.0 % 21.0 %

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Bank-owned life insurance income ( 2.0 ) ( 1.0 )

Bank-owned life insurance surrender — ( 7.4 )

Nondeductible expenses and penalties ( 0.2 ) ( 32.3 )

Global intangible low-tax income tax — ( 1.5 )

Nondeductible expenses 0.2 0.3

Nondeductible transaction related costs 0.1 —

Change in valuation allowance 2.1 —

Other ( 0.1 ) ( 0.1 )

Effective tax rate 20.5 % 23.4 %

The effective tax rate for the nine months ended September 30, 2025 and 2024 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, and the Internal Revenue Code (the "IRC") 162(m) limitation on the deductibility of executive compensation.

The net increase in the effective tax rate for the nine months ended September 30, 2025 from the prior year comparable period was due to several factors, including an increase of $ 0.8 million in the amount of compensation expense that was subject to the IRC 162(m) limitation on the deductibility of certain executive compensation, an increase of $ 2.6 million in the valuation allowance on the deferred tax assets of our China subsidiary, a lower tax rate benefit due to a decrease of $ 1.0 million in general business credits, and a lower tax rate benefit from the cash surrender value in bank-owned life insurance policies.

These increases were partially offset by a decrease of $ 1.2 million decrease in tax expense associated with shortfalls from stock-based compensation, a decrease of $ 0.9 million in state income taxes expense, net of federal benefits, a decrease of $ 9.7 million in tax expense from nondeductible expenses and penalties primarily related to the tax effect associated with the civil money penalty we incurred in 2024 for our Consent Order received from the Federal Reserve Board, and a decrease of $ 2.3 million related to bank-owned life insurance surrender penalties we incurred in connection with the surrender and restructuring of our existing bank-owned life insurance policies we completed in 2024.

For the three months ended March 31, 2025, we utilized the discrete effective tax rate method, treating the year-to-date period as if it was the annual period to calculate our interim income tax provision, as allowed by Accounting Standards Codification 740-270-30-18, "Income Taxes – Interim Reporting." We determined we could not use the estimated annual effective tax rate method as we could not calculate a reliable estimate of the annual effective tax rate due to it being highly sensitive to minor changes in our forecasted amounts, thus generating significant variability in the estimated annual effective tax rate and distorting the customary relationship between income tax expense and pre-tax income in interim periods.

The effective tax rate for the three months ended March 31, 2026 and 2025 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, cash surrender value growth in bank owned life insurance policies, the Internal Revenue Code (the "IRC") 162(m) limitation on the deductibility of executive compensation, and the change in valuation allowance.

The net decrease in the effective tax rate for the three months ended March 31, 2026 from the prior year comparable period was due to several factors, including a decrease of $ 0.5 million in state income taxes expense, net of federal benefits, a decrease of $ 1.1 million in tax expense associated with shortfalls from stock-based compensation, an increase of $ 1.0 million in the tax benefit from the cash surrender value in bank-owned life insurance policies, and a higher tax rate benefit due to an increase of $ 1.0 million in general business credits.

These decreases were partially offset by an increase of $ 0.9 million in the amount of compensation expense that

GREEN DOT CORPORATION

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Note 10—Income Taxes (continued)

was subject to the IRC 162(m) limitation on the deductibility of certain executive compensation and an increase in the valuation allowance recorded against our 2026 federal and state research credits.

For the three months ended March 31, 2026, we recorded valuation allowances of $ 1.4 million against our 2026 federal research credits, which is reflected in change in valuation allowance, and $ 1.1 million against our 2026 state research credits, reflected in state income taxes, net of federal tax benefit in our effective tax rate reconciliation.

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 nine months ended September 30, 2025 and 2024, 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 provisions that may affect our future financial results, including an elective deduction for domestic research expenditures, reinstatement of elective 100% first-year bonus depreciation, and modifications to GILTI, among other provisions.

A quantitative estimate of the specific financial effects cannot be reasonably determined at this time due to the complexity of the changes in the tax reform.

The impact of the tax provisions contained in the OBBBA will depend on our facts in each year and anticipated guidance from the U.S.

Department of the Treasury.

We are currently evaluating the impact of these tax law changes on our effective tax rate and deferred tax assets in 2025 and future periods.

We will continue to monitor additional guidance as it becomes available and reflect the impact in future periods as appropriate.

For the three months ended March 31, 2026 and 2025, the provision for GILTI tax expense was not material to our financial statements.

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 September 30, 2025, we have a valuation allowance recorded 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.

In addition, during the current period ended September 30, 2025, we recorded an increase in the valuation allowance related to the deferred tax assets of our China subsidiary.

As a result of our plan to exit our operational activities in China, we determined that it is no longer more-likely-than-not that its net operating loss carryforwards and other related tax attributes will be realized.

As of September 30, 2024, we did no t have a valuation allowance on any of our deferred tax assets as we believed it was more-likely-than-not that we would realize the benefits of our deferred tax assets.

As of March 31, 2026, we have a valuation allowance recorded against our 2026 federal research credits, state research 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.

During the three months ended March 31, 2026, we recorded a valuation allowance of approximately $ 2.5 million against our 2026 federal and state research credits as we determined it was more-likely-than-not that the benefit of these credits would not be realized;

accordingly, no tax benefit was recognized for the 2026 federal and state research credits in the current period.

All other valuation allowances previously recorded as of December 31, 2025 remained unchanged.

As of December 31, 2025, we recorded a valuation allowance of approximately $ 21.6 million against our state research 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 determined it was more-likely-than-not that the tax benefits related to these items would not be realized.

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

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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.

In October 2025, we reached a tentative settlement agreement with the IRS related to the examination of our 2017 U.S.

federal tax return.

As of the issuance of these financial statements, the IRS has not provided their formal settlement agreement, but we expect to receive it by December 31, 2025.

The net impact of the settlement agreement will be recognized in the fourth quarter of 2025 and we do not expect that this settlement will have a material impact on our consolidated financial statements.

As of September 30, 2025, we had federal net operating loss carryforwards of approximately $ 11.1 million, state net operating loss carryforwards of approximately $ 120.1 million, and capital loss carryforwards of approximately $ 0.1 million which will be available to offset future income.

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

As of March 31, 2026, 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.

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.

Of our total 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 begin expiring on December 31, 2025 and continue to expire through December 31, 2027.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 10—Income Taxes (continued)

As of September 30, 2025 and December 31, 2024, we had a liability of $ 13.5 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.

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 March 31, 2026 and December 31, 2025, we had a liability of $ 12.4 million and $ 11.4 million, respectively, for unrecognized tax benefits related to various federal and state income tax matters excluding interest, penalties and related tax benefits.

The reconciliation of the beginning unrecognized tax benefits balance to the ending balance is as follows:

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands)

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Increases related to positions taken during the current year 966 1,314

Decreases related to positions settled with tax authorities — ( 86 )

Ending balance $ 12,389 $ 13,855

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate $ 12,010 $ 13,301

As of September 30, 2025 and 2024, we recognized accrued interest and penalties related to unrecognized tax benefits of approximately $ 2.2 million and $ 1.8 million, respectively.

As of March 31, 2026 and 2025, we recognized accrued interest and penalties related to unrecognized tax benefits of approximately $ 1.3 million and $ 1.8 million, respectively.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 11— Stockholders' Equity

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In February 2022, our Board of Directors authorized a $ 100 million increase to our stock repurchase program.

As of September 30, 2025, we had an authorized $ 4.5 million remaining under our stock repurchase program for additional repurchases.

There were no repurchases during the nine months ended September 30, 2025.

As of March 31, 2026, we had an authorized $ 4.5 million remaining under our stock repurchase program for additional repurchases.

There were no repurchases during the three months ended March 31, 2026.

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 12— Stock-Based Compensation

2 unchanged sentences

We have reserved shares of our Class A common stock for issuance under these plans.

The total stock-based compensation expense recognized was $ 5.3 million and $ 8.2 million for the three months ended September 30, 2025 and 2024, respectively, and $ 14.0 million and $ 24.1 million for the nine months ended September 30, 2025 and 2024, respectively.

The total stock-based compensation expense recognized was $ 4.5 million and $ 3.0 million for the three months ended March 31, 2026 and 2025, respectively.

Restricted Stock Units

Restricted stock unit activity for awards subject to only service conditions was as follows for the nine months ended September 30, 2025:

Restricted stock unit activity for awards subject to only service conditions was as follows for the three months ended March 31, 2026:

Shares Weighted-Average Grant-Date Fair Value

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Outstanding at December 31, 2025

3,077 $ 12.23

Restricted stock units granted — —

1 unchanged sentence

Restricted stock units canceled ( 42 ) 8.87

Outstanding at September 30, 2025

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 12—Stock-Based Compensation (continued)

Outstanding at March 31, 2026

Performance-Based Restricted Stock Units

Performance-based restricted stock unit activity for the nine months ended September 30, 2025 was as follows:

Performance-based restricted stock unit activity for the three months ended March 31, 2026 was as follows:

Shares Weighted-Average Grant-Date Fair Value

1 unchanged sentence

Outstanding at December 31, 2025

1,569 $ 12.73

Performance restricted stock units granted 111 11.87

Performance restricted stock units canceled ( 248 ) 18.09

Outstanding at September 30, 2025

Outstanding at March 31, 2026

We grant performance-based restricted stock units to certain employees that are subject to the attainment of pre-established internal performance conditions, market conditions, or a combination thereof (collectively referred to herein as "performance-based restricted stock units").

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Compensation expense related to these awards is recognized using the accelerated attribution method over the vesting period based on the grant date fair value of the award.

Note 13— Loss per Common Share

The calculation of basic and diluted loss per share ("EPS") was as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 13— Earnings per Common Share

The calculation of basic and diluted earnings per share ("EPS") was as follows:

Three Months Ended March 31,

(In thousands, except per share data)

Basic loss per Class A common share

Net loss $ ( 30,791 ) $ ( 7,840 ) $ ( 52,043 ) $ ( 31,805 )

Basic earnings per Class A common share

Net income $ 53,753 $ 25,773

Weighted-average Class A shares issued and outstanding 55,743 54,361

Basic loss per Class A common share $ ( 0.56 ) $ ( 0.15 ) $ ( 0.95 ) $ ( 0.60 )

Diluted loss per Class A common share

Net loss allocated to Class A common stockholders $ ( 30,791 ) $ ( 7,840 ) $ ( 52,043 ) $ ( 31,805 )

Basic earnings per Class A common share $ 0.96 $ 0.47

Diluted earnings per Class A common share

Net income allocated to Class A common stockholders $ 53,753 $ 25,773

Weighted-average Class A shares issued and outstanding 55,743 54,361

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Diluted weighted-average Class A shares issued and outstanding 58,016 55,282

Diluted loss per Class A common share $ ( 0.56 ) $ ( 0.15 ) $ ( 0.95 ) $ ( 0.60 )

As a result of our net losses for the three and nine months ended September 30, 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.

Diluted earnings per Class A common share $ 0.93 $ 0.47

For the periods presented, we excluded certain restricted stock units 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.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 13—Loss per Common Share (continued)

The following table shows the weighted-average number of anti-dilutive shares excluded from the diluted EPS calculation:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(In thousands)

Class A common stock

Options to purchase Class A common stock — 1,000 — 1,005

Service-based restricted stock units — 602

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Total 491 1,319

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 14— Fair Value Measurements

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For more information regarding the fair value hierarchy and how we measure fair value, see Note 2–Summary of Significant Accounting Policies to the Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2025.

As of September 30, 2025 and December 31, 2024, our assets carried at fair value on a recurring basis were as follows:

As of March 31, 2026 and December 31, 2025, our assets carried at fair value on a recurring basis were as follows:

Level 1 Level 2 Level 3 Total Fair Value

September 30, 2025 (In thousands)

March 31, 2026 (In thousands)

Investment securities:

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Investment securities:

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

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

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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

We based the fair value of our fixed income securities held as of September 30, 2025 and December 31, 2024 on quoted prices in active markets for similar assets.

We had no transfers between Level 1, Level 2 or Level 3 assets or liabilities during the three and nine months ended September 30, 2025 or 2024.

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.

We based the fair value of our fixed income securities held as of March 31, 2026 and December 31, 2025 on quoted prices in active markets for similar assets.

We had no transfers between Level 1, Level 2 or Level 3 assets or liabilities during the three months ended March 31, 2026 or 2025.

GREEN DOT CORPORATION

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

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.

The carrying amount of our outstanding Notes at September 30, 2025 approximates fair value because the interest rate charged is commensurate with current market rates for issuers of similar risk.

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

The carrying amount of our outstanding Notes at March 31, 2026 approximates fair value because the interest rate charged is commensurate with current market rates for issuers of similar risk.

The fair value of the Notes are classified as a Level 2 liability in the fair value hierarchy.

Fair Value of Financial Instruments

The carrying values and fair values of certain financial instruments that were not carried at fair value, excluding short-term financial instruments for which the carrying value approximates fair value, at September 30, 2025 and December 31, 2024 are presented in the table below.

September 30, 2025 December 31, 2024

The carrying values and fair values of certain financial instruments that were not carried at fair value, excluding short-term financial instruments and debt, for which the carrying value approximates fair value at March 31, 2026 and December 31, 2025 are presented in the table below.

March 31, 2026 December 31, 2025

Carrying Value Fair Value Carrying Value Fair Value

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Note 16— Leases

Our leases consist of operating lease agreements principally related to our subsidiary office locations.

Our remaining leases consist of operating lease agreements principally related to our corporate office location.

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

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

Our total lease expense amounted to approximately $ 0.7 million and $ 1.0 million for the three months ended September 30, 2025 and 2024, respectively, and $ 2.5 million and $ 2.8 million for the nine months ended September 30, 2025 and 2024, respectively.

Our leases have remaining lease terms of approximately 2 years to 7 years, some of which generally include renewal options of varying terms.

Our total lease expense amounted to approximately $ 0.2 million and $ 0.9 million for the three months ended March 31, 2026 and 2025, respectively.

Our lease expense is generally based on fixed payments stated within the agreements.

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, which resulted in a reduction in these balances as of September 30, 2025.

Refer to Note 19—Restructuring and Other Charges for further information regarding our China subsidiary.

Additional Information

Additional information related to our right of use assets and related lease liabilities is as follows:

September 30, 2025

March 31, 2026

Cash paid for operating lease liabilities (in thousands) $ 109

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Weighted average discount rate 5.3 %

Maturities of our operating lease liabilities as of September 30, 2025 are as follows:

Maturities of our operating lease liabilities as of March 31, 2026 are as follows:

Operating Leases

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Note 17— 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.

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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.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 17—Commitments and Contingencies (continued)

Other Litigation and Claims

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

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 is scheduled to be heard on November 21, 2025.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 17—Commitments and Contingencies (continued)

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 has been recorded as of September 30, 2025 within the current portion of other accrued liabilities on our consolidated financial statements, with a corresponding insurance recovery recorded within accounts receivable, net.

The expected settlement amount is reflected as of March 31, 2026 and 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.

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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 fact discovery in the Koffsmon action.

Pursuant to a stipulated agreement between the parties, the Hellman action is stayed.

On July 15, 2024, a putative shareholder derivative action entitled DiBlasio v.

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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 fact discovery in the Koffsmon action.

Pursuant to a stipulated agreement between the parties, the DiBlasio action is stayed.

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 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.

The consolidated case remains stayed.

Given the uncertainty of litigation, 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

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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.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 17—Commitments and Contingencies (continued)

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

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and (iv) contracts under which we may be required to indemnify our retail distributors, suppliers, vendors and other parties with whom we have contracts against claims arising from certain of our actions, omissions, violations of law and/or infringement of patents, trademarks, copyrights and/or other intellectual property rights.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 17—Commitments and Contingencies (continued)

Generally, a maximum obligation under these contracts is not explicitly stated.

2 unchanged sentences

For additional information regarding overdrafts on accountholders’ balances, refer to Note 5 — Accounts Receivable.

Note 18— Significant Retailer and Partner Concentration

Note 18— Significant Concentrations

A credit concentration may exist if customers are involved in similar industries, economic sectors, and geographic regions.

1 unchanged sentence

The loss of a significant retail distrib utor could have a material adverse effect upon our card sales, profitability, and revenue growth.

Revenues derived from our products sold at retail distributors constituting at least 10% of our total operating revenues were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Walmart 8 % 10 % 7 % 10 %

In addition, approximately 67 % and 59 % of our total operating revenues for the three months ended September 30, 2025 and 2024, respectively, and 62 % and 53 % for the nine months ended September 30, 2025 and 2024, respectively, were generated from a single BaaS partner, but without a corresponding concentration to our gross profit for the respective periods.

In addition, approximately 60 % and 56 % of our total operating revenues for the three months ended March 31, 2026 and 2025, respectively, were generated from a single BaaS partner, but without a corresponding concentration to our gross profit for the respective periods.

Note 19— 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 $ 19.9 million during the three months ended September 30, 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:

Three Months Ended September 30,

(In thousands)

Employee severance and benefits $ 17,947

Lease termination and related charges 1,603

Restructuring and other charges $ 19,902

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.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 19—Restructuring and Other Charges (continued)

Accruals for restructuring liabilities are included in the short term portion of other accrued liabilities on our consolidated balance sheet as of September 30, 2025.

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 17,947 1,603 352 19,902

Payments — ( 197 ) — ( 197 )

Non-cash adjustments — ( 399 ) ( 77 ) ( 476 )

Balance at September 30, 2025

$ 17,947 $ 1,007 $ 275 $ 19,229

As a result of this transition, we recorded restructuring and other charges that were primarily related to severance and employee benefits and other direct costs associated with the restructuring, including lease related termination costs.

We completed effectively all of our restructuring activities as of December 31, 2025 and accordingly, substantially all payments were made during the fourth quarter of 2025.

Any residual restructuring charges are related to support costs for the formal dissolution of the legal entity.

During the three months ended March 31, 2026 restructuring and other charges amounted to less than $ 0.1 million.

Note 20— Segment Information

8 unchanged sentences

Our money processing services, such as cash deposit and disbursements, are marketed to third-party banks, program managers, and other companies seeking cash deposit and disbursement capabilities for their customers.

Those customers, including our own accountholders, can access our cash deposit and disbursement services at any of the locations within our network of retail distributors and neighborhood Financial Service Centers.

Those customers, including our own accountholders, can access our cash deposit and disbursement services at any of the locations within our network

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 20—Segment Information (continued)

of retail distributors and neighborhood Financial Service Centers.

We market our tax-related financial services through a network of tax preparation franchises, independent tax professionals and online tax preparation providers.

3 unchanged sentences

We do not evaluate performance or allocate resources based on segment asset data, and therefore such information is not presented.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 20—Segment Information (continued)

The following tables present key financial information for each of our reportable segments for the periods then ended:

Three Months Ended September 30, 2025

Three Months Ended March 31, 2026

B2B Services Consumer Services Money Movement Services Corporate and Other Total

16 unchanged sentences

Segment profit $ 28,695 $ 25,473 $ 88,444 $ ( 40,172 ) $ 102,440

Three Months Ended September 30, 2024

Three Months Ended March 31, 2025

B2B Services Consumer Services Money Movement Services Corporate and Other Total

19 unchanged sentences

Note 20—Segment Information (continued)

Nine Months Ended September 30, 2025

B2B Services Consumer Services Money Movement Services Corporate and Other Total

(In thousands)

Total segment revenues $ 1,054,864 $ 276,686 $ 190,914 $ 26,517 $ 1,548,981

Segment expenses (1)

Sales and marketing expenses (2)

9,649 94,727 51,124 — 155,500

Processing expenses (3)

829,001 26,830 1,531 — 857,362

Transaction losses and fraud management (4)

77,514 45,127 5,877 — 128,518

Customer support and related expenses (5)

54,028 11,558 2,232 — 67,818

Compensation and benefits expenses (6)

— — — 100,985 100,985

Other segment items (7)

— — 6,308 72,935 79,243

Total segment expenses 970,192 178,242 67,072 173,920 1,389,426

Segment profit $ 84,672 $ 98,444 $ 123,842 $ ( 147,403 ) $ 159,555

Nine Months Ended September 30, 2024

B2B Services Consumer Services Money Movement Services Corporate and Other Total

(In thousands)

Total segment revenues $ 769,658 $ 295,278 $ 187,967 $ 3,095 $ 1,255,998

Segment expenses (1)

Sales and marketing expenses (2)

12,238 95,548 56,265 — 164,051

Processing expenses (3)

577,580 26,322 1,168 — 605,070

Transaction losses and fraud management (4)

77,434 54,805 6,454 — 138,693

Customer support and related expenses (5)

37,309 11,506 2,186 — 51,001

Compensation and benefits expenses (6)

— — — 98,695 98,695

Other segment items (7)

— — 8,039 68,904 76,943

Total segment expenses 704,561 188,181 74,112 167,599 1,134,453

Segment profit $ 65,097 $ 107,097 $ 113,855 $ ( 164,504 ) $ 121,545

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

7 unchanged sentences

Other segment items in Corporate and Other primarily consists of other unallocated corporate operating expenses, such as professional services fees, hosting and software licenses, telephone and communication costs, rent, utilities, and insurance, and elimination of inter-segment expenses.

GREEN DOT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Note 20—Segment Information (continued)

The reconciliations of total segment revenues to total operating revenues are presented below:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(In thousands)

4 unchanged sentences

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 loss before incomes taxes are presented below:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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

Three Months Ended March 31,

(In thousands)

Total segment profit $ 102,440 $ 90,559

Reconciliation to loss before income taxes

Reconciliation to income before income taxes

Depreciation and amortization of property, equipment and internal-use software 18,133 15,184

4 unchanged sentences

Restructuring and other charges 82 —

Transaction and related acquisition costs 1,414 446

Other expense 2,291 4,543

Operating (loss) income ( 32,831 ) ( 2,932 ) 41,313 ( 16,045 )

Operating income 69,038 60,745

Interest expense, net 1,576 1,386

Other (expense), net ( 1,338 ) ( 3,705 ) ( 101,733 ) ( 10,045 )

Loss before income taxes $ ( 35,724 ) $ ( 8,214 ) $ ( 64,992 ) $ ( 30,396 )

Other income (expense), net 177 ( 25,704 )

Income before income taxes $ 67,639 $ 33,655

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-Q

Item 1. Financial Statements