---
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"
generated_at: "2026-05-16T16:27:40.461215+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Green Dot agrees to merger with CommerceOne; holders get $8.11 cash plus 0.2215 New CommerceOne shares

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-25-043544
- JSON: https://secwatch.observer/filing/0001140361-25-043544.json
- Plain text: https://secwatch.observer/filing/0001140361-25-043544.txt

## Key facts
- Material Agreements
  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).
  - Action: entry
  - Agreement: merger
  - Counterparty: CommerceOne Financial Corporation, Compass Sub North, Inc., Compass Sub East, Inc., Compass Sub West, Inc.
  - Effective: 2025-11-23
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1386278/000114036125043544/0001140361-25-043544-index.htm
- Material Agreements
  GREEN DOT CORP entered into Separation Agreement with New CommerceOne and Green Dot OpCo, LLC (effective 2025-11-23).
  - Action: entry
  - Agreement: merger
  - Counterparty: New CommerceOne and Green Dot OpCo, LLC
  - Effective: 2025-11-23
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1386278/000114036125043544/0001140361-25-043544-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.