GREEN DOT CORP 8-K

What Happened

• Green Dot Corporation announced that at a virtual special meeting on June 23, 2026 its stockholders approved the Merger Agreement and the Separation Agreement with CommerceOne Financial Corporation. The vote occurred with a quorum of 41,062,043 shares present (72.44% of 56,682,705 shares outstanding as of the May 15, 2026 record date).
• The approved transactions (the “Proposed Transaction”) implement a multi-step plan: merger steps between Green Dot and CommerceOne affiliates, conversion of Green Dot into a limited liability company, distribution of Green Dot Bank stock to a CommerceOne affiliate, and the sale of Green Dot’s non-bank payments and fintech assets to Payments Buyer (Green Dot OpCo, LLC).

Key Details

• Merger proposal vote: For 40,869,891; Against 139,918; Abstain 52,234.
• Separation proposal vote: For 40,709,555; Against 300,237; Abstain 52,251.
• Advisory compensation vote (non-binding): For 35,353,034; Against 4,957,445; Abstain 751,564.
• Green Dot and CommerceOne issued a joint press release (Exhibit 99.1); both expect the Proposed Transaction to close in Q3 2026, subject to required regulatory approvals and customary closing conditions.

Why It Matters

• The approvals clear a major shareholder hurdle for restructuring Green Dot’s business: separating the bank and transferring the payments and fintech operations to a buyer. That will materially change Green Dot’s corporate and operating structure if the transaction closes.
• Completion still depends on regulators and other closing conditions, so investors should view the expected Q3 2026 timeline as conditional. The advisory vote on executive transaction-related pay passed but is non-binding.