{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-25-043544","form_type":"8-K","ticker":"GDOT","cik":"0001386278","company_name":"GREEN DOT CORP","filed_at":"2025-11-26T23:59:59+00:00","discovered_at":"2026-05-14T18:02:39.277643+00:00","generated_at":"2026-05-16T16:27:40.461215+00:00","sec_items":["1.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Green Dot agrees to merger with CommerceOne; holders get $8.11 cash plus 0.2215 New CommerceOne shares","bullets":["Per Green Dot share: $8.11 cash plus 0.2215 shares of New CommerceOne common stock.","Green Dot Bank to be distributed to CommerceOne Intermediate Holdco; non-bank fintech assets acquired by OpCo (Smith Ventures affiliate).","Transactions require approval of both Green Dot and CommerceOne stockholders and regulatory approvals.","Termination fee: $27M payable by Green Dot to CommerceOne under certain circumstances; $3.5M payable by CommerceOne to Green Dot.","Green Dot board unanimously approved; closing expected by Nov 23, 2026 with possible 90-day extension."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-25-043544","json":"https://secwatch.observer/filing/0001140361-25-043544.json","markdown":"https://secwatch.observer/filing/0001140361-25-043544.md","text":"https://secwatch.observer/filing/0001140361-25-043544.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1386278/000114036125043544/0001140361-25-043544-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1386278/000114036125043544/ef20059936_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T16:27:40.461215+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"303c98687b9787aa56002de15d6fc52f355c79b6","claim":"GREEN DOT CORP entered into Agreement and Plan of Merger with CommerceOne Financial Corporation, Compass Sub North, Inc., Compass Sub East, Inc., Compass Sub West, Inc. (effective 2025-11-23).","evidence_excerpt":"On November 23, 2025, Green Dot Corporation, a Delaware corporation (“Green Dot”), 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,” and together with CommerceOne, New CommerceOne and Merger Sub One, the “CommerceOne Parties”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1386278/000114036125043544/0001140361-25-043544-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"CommerceOne Financial Corporation, Compass Sub North, Inc., Compass Sub East, Inc., Compass Sub West, Inc."},{"label":"Effective","value":"2025-11-23"}],"fact_type":"material_agreement"},{"claim_id":"68bc0b1d8231b8a83ff12760f20a5559728cef47","claim":"GREEN DOT CORP entered into Separation Agreement with New CommerceOne and Green Dot OpCo, LLC (effective 2025-11-23).","evidence_excerpt":"Concurrently with the execution of the Merger Agreement, Green Dot 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 (“OpCo”) , pursuant to which, upon the terms and subject to the conditions therein, following the First Mergers, (i) Green Dot will convert into a limited liability company, (ii) Green Dot will distribute the stock of Green Dot Bank, a Utah-chartered bank and wholly owned subsidiary of Green Dot, to Compass Sub Northwest, Inc., a newly formed Delaware corporation and direct, wholly-owned subsidiary of New CommerceOne (“CommerceOne Intermediate Holdco”), and (iii) OpCo will acquire Green Dot and its non-bank financial technology and related assets and operations (the “Business” and, collectively with the matters contemplated by clauses (ii) and (iii), the “Sale Transactions”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1386278/000114036125043544/0001140361-25-043544-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"New CommerceOne and Green Dot OpCo, LLC"},{"label":"Effective","value":"2025-11-23"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}