Green Dot Corp. Announces Strategic Transactions with Smith Ventures and CommerceOne Financial Corp.

Green Dot Corporation announced it has entered into agreements to be acquired by Smith Ventures and CommerceOne Financial Corporation. Smith Ventures will acquire and privatize Green Dot’s non-bank financial technology business assets and operations, which will continue running as an independent and growth-focused fintech and embedded finance company. Additionally, CommerceOne will acquire Green Dot Bank and its associated assets and operations, and together, they will become a new publicly traded bank holding company that serves as the fintech’s exclusive issuing bank.

Under the terms of the transactions:

– Upon completion of the acquisition, each share of Green Dot will be exchanged for $8.11 in cash and 0.2215 shares of the new publicly traded bank holding company that will own CommerceOne’s existing business, including CommerceOne Bank and Green Dot Bank. Former Green Dot shareholders will own approximately 72% of the new publicly traded bank holding company, and former CommerceOne shareholders will own approximately 28% of the company.

– Smith Ventures will acquire Green Dot’s non-bank financial technology business assets and operations from CommerceOne for $690 million in an all-cash transaction. Of that purchase price, $470 million will be distributed to Green Dot shareholders, while $155 million will be invested into the bank to provide additional regulatory capital and liquidity. Approximately $65 million will be used to pay off current indebtedness.

– The fintech and the combined bank holding company will enter into a seven-year commercial relationship pursuant to which the bank holding company will serve as the exclusive bank sponsor for the fintech’s digital banking and embedded finance platform, with opportunity to grow market share and serve as sponsor bank to other partners going forward.

– The implied value to shareholders of Green Dot is estimated to be approximately $14.23 – $19.18 per share (including $8.11 per share in cash) based on an assumed tangible book value multiple of approximately 1.00x-1.80x applied to the combined bank tangible book value at closing. The implied aggregate value is estimated to be $825 million – $1.1 billion (including $470 million in cash).

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Founded in 2017, Smith Ventures specializes in identifying, strategically investing in and growing high-potential businesses. With deep expertise across financial services and consumer technology, the company has a proven track record of success in driving long-term growth and delivering exceptional customer experiences.

“This is a pivotal step for Green Dot and CommerceOne, bringing together a world-class embedded finance leader and a well-capitalized, trusted bank,” said Bill Smith, CEO of Smith Ventures and a founding member of CommerceOne Financial’s board of directors. “With these transactions, we will drive sustainable value creation for all stakeholders. Combining Green Dot’s payments expertise and CommerceOne’s financial strength, we will be well-positioned to deliver exceptional experiences for customers, partners and employees.”

Founded in 2018, CommerceOne Financial is the parent company of CommerceOne Bank, which combines relationship-driven banking with modern technology to meet the needs of commercial and private clients across the Southeast. The Bank focuses on strategic growth, maintaining strong asset quality and operational efficiency while expanding its market presence and product offerings.

Kenneth Till, CEO of CommerceOne Financial Corp., added: “I believe this is an ideal complement to CommerceOne’s value proposition and vision for our future, which are centered on trust and exceptional client experiences – critical components to building a diversified, sustainable, growth-enabled banking model. We also look forward to expanding our talent base and becoming the exclusive issuing bank for the fintech, a business we believe holds significant, mutually beneficial growth and expansion opportunities.”

William I. Jacobs, Chairman of the Board and Interim CEO of Green Dot, added: “This marks an exciting milestone for Green Dot and presents tremendous opportunity for the business and its shareholders, customers and employees. Through these transactions, management can focus on unlocking and maximizing the potential of the fintech business and take a more focused approach to reinforcing, sustaining and growing the bank. We look forward to sharing more on our plans and progress in the near future.”

Strategic Rationale to Acquire and Privatize Green Dot’s Fintech Business

• Smith Ventures LLC will streamline the Green Dot non-bank businesses into a highly efficient embedded finance company.
• Along with Green Dot’s leading technology platform and compelling customer base, Smith Ventures will benefit from the experience and talents of the financial technology company’s existing human capital.
• Separating from the bank creates additional opportunities for the embedded finance company while the long-term commercial relationship with CommerceOne preserves the company’s ability to serve its customers effectively.

Strategic Rationale for CommerceOne’s Merger with Green Dot Bank

• This transaction unlocks a leading sponsor banking platform supporting Green Dot’s current expansive fintech and embedded finance business, with opportunity to increase market share as a trusted sponsor bank to other partners going forward.
• The pairing joins Green Dot Bank’s highly efficient deposit-gathering platform with CommerceOne Bank’s robust asset generation capabilities.
• The long-term exclusive commercial agreement with the embedded finance company preserves significant future growth potential for Green Dot’s shareholders.
• The combined company will have a more diversified revenue mix, an enhanced infrastructure and compliance profile, and an improved capital position to unlock growth and product development opportunities.

The transactions will occur concurrently and are subject to the receipt of required shareholder and regulatory approvals and other customary closing conditions. They are expected to close in the second quarter of 2026.

Teleconference / Webcast Information

Senior management will host a conference call to discuss the acquisition on Monday, Nov. 24, 2025, at 8:30 a.m. ET to discuss the strategic and financial implications of the transaction. Participants can register for the conference at https://dpregister.com/sreg/10204696/1006aa79b98 or may join by phone by dialing (844) 746-0740. Participants should ask to join the Green Dot call. The call, along with slides, may be accessed via a live internet webcast at the Investor Relations section of our website: https://ir.greendot.com.

There are no changes or impacts to Green Dot or Green Dot-related products or services as a result of this announcement, and customers can continue to use their products and services as normal. Any pending changes or updates will be communicated with our customers proactively.

These strategic transactions are the result of the strategic review announced in March 2025. The strategic review process evaluated a range of alternatives which included, but was not limited to, the potential sale of certain business lines/segments and Green Dot as a whole. Green Dot engaged with a broad group of interested parties, including both strategics and financial sponsors across financial technology, banking and consumer finance. Green Dot believes that the strategic transactions announced today represent an attractive opportunity to enhance value for Green Dot shareholders.

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