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What changed in GREEN DOT CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GREEN DOT CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+401 added−316 removedSource: 10-K (2026-03-16) vs 10-K (2025-03-04)

Top changes in GREEN DOT CORP's 2025 10-K

401 paragraphs added · 316 removed · 266 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

58 edited+22 added−19 removed128 unchanged
Biggest changeFor purposes of the BHC Act and the CIBC Act, a rebuttable presumption of control applies to acquisitions of more than 10% of any class of a BHC’s voting stock under certain circumstances, including if, as is the case with Green Dot Corporation, the issuer has registered securities under Section 12 of the Exchange Act. 6 Table of Contents The BHC Act prohibits any entity from acquiring 25% (as noted above, the BHC Act has a lower limit for acquirers that are existing BHCs) or more of a BHC’s or bank’s voting securities, or otherwise obtaining control or a controlling influence over a BHC or bank without the prior approval of the Federal Reserve.
Biggest changeFor purposes of the BHC Act and the CIBC Act, a rebuttable presumption of control applies to acquisitions of more than 10% of any class of a BHC’s voting stock under certain circumstances, including if, as is the case with Green Dot Corporation, the issuer has registered securities under Section 12 of the Exchange Act.
Our products and services are distributed and organized under our three reportable segments: 1) Consumer Services, 2) Business to Business ("B2B") Services, and 3) Money Movement Services.
Our products and services are distributed and organized under our three reportable segments: 1) Business to Business ("B2B") Services, 2) Consumer Services, and 3) Money Movement Services.
We feel many of our patents and applications are important to our business and help to differentiate our products and services from those of our competitors. The industries in which we compete are characterized by rapidly changing technology, a large number of patents, and frequent claims and related litigation regarding patent and other intellectual property rights.
We feel many of our patents and applications are important to our business and help differentiate our products and services from those of our competitors. The industries in which we compete are characterized by rapidly changing technology, a large number of patents, and frequent claims and related litigation regarding patent and other intellectual property rights.
Consumer Services Our Consumer Services segment consists of revenues and expenses derived from deposit account programs, such as consumer checking accounts, prepaid cards, secured credit cards, and gift cards that we offer to consumers (i) through distribution arrangements with more than 90,000 retail locations and thousands of neighborhood Financial Service Center locations (the "Retail channel"), and (ii) directly through various marketing channels, such as online search engine optimization, online displays, direct mail campaigns, mobile advertising, and affiliate referral programs (the "Direct channel").
Consumer Services Our Consumer Services segment consists of revenues and expenses derived from deposit account programs, such as consumer checking accounts, prepaid cards, secured credit cards, and gift cards that we offer to consumers (i) through distribution arrangements with more than 90,000 retail locations and neighborhood Financial Service Center locations (the "Retail channel"), and (ii) directly through various marketing channels, such as online search engine optimization, online displays, direct mail campaigns, mobile advertising, and affiliate referral programs (the "Direct channel").
Safety and Soundness Guidelines The federal banking agencies have adopted guidelines prescribing safety and soundness standards relating to internal controls, risk management, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, fees and benefits. These guidelines in general require appropriate systems and practices to identify and manage specified risks and exposures.
Risk Factors." Safety and Soundness Guidelines The federal banking agencies have adopted guidelines prescribing safety and soundness standards relating to internal controls, risk management, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, fees and benefits. These guidelines in general require appropriate systems and practices to identify and manage specified risks and exposures.
Organizational Culture and Ethics To promote the highest standards of honest and ethical business conduct and compliance with applicable laws, we have adopted codes of business conduct and ethics that apply to all of our board members, officers and employees and which are posted on the Investor Relations section of our website located at http://ir.greendot.com, by clicking on “Governance.” In 2024, we continued our philanthropic giving program launched in 2022, "Green Dot Gives," an employee giving (donation and volunteerism) platform that provides resources and opportunities for employees to support charitable causes that are meaningful to them.
Organizational Culture and Ethics To promote the highest standards of honest and ethical business conduct and compliance with applicable laws, we have adopted codes of business conduct and ethics that apply to all of our board members, officers and employees and which are posted on the Investor Relations section of our website located at http://ir.greendot.com, by clicking on “Governance.” In 2025, we continued our philanthropic giving program launched in 2022, "Green Dot Gives," an employee giving (donation and volunteerism) platform that provides resources and opportunities for employees to support charitable causes that are meaningful to them.
For a discussion of applicable regulatory minimum and well-capitalized minimum capital ratios, as well as a description of relevant definitions related to capital amounts and ratios, see “Management's Discussion and Analysis of Financial Condition and Results of Operations — Capital Requirements for Bank Holding Companies” and Note 23—Regulatory Requirements to the Consolidated Financial Statements included herein, which are incorporated by reference in this Item 1.
For a discussion of applicable regulatory minimum and well-capitalized minimum capital ratios, as well as a description of relevant definitions related to capital amounts and ratios, see “Management's Discussion and Analysis of Financial Condition and Results of Operations — Capital Requirements for Bank Holding Companies” and Note 24—Regulatory Requirements to the Consolidated Financial Statements included herein, which are incorporated by reference in this Item 1.
We market our tax related financial services through a network of tax preparation franchises, independent tax professionals and online tax preparation providers, which are sometimes referred to as electronic return originators, or “EROs.” We also offer these consumers the option to deposit their tax refund proceeds onto one of our debit account products, which further expands the reach of our deposit account programs.
We market our tax related financial services through a network of tax preparation franchises, independent tax professionals and online tax preparation providers, which are sometimes referred to as electronic return originators, 3 Table of Contents or “EROs.” We also offer these consumers the option to deposit their tax refund proceeds onto one of our debit account products, which further expands the reach of our deposit account programs.
To the extent that we do not qualify for the community bank leverage framework under the Federal Reserve’s version of the U.S. Basel III Rules, Green Dot Corporation or Green Dot Bank, as applicable, must maintain the applicable capital conservation buffer to avoid becoming subject to restrictions on capital distributions, including dividends and share repurchases.
To the extent that we do not qualify for the community bank leverage framework under the Federal Reserve’s version of the U.S. Basel III Rules, Green Dot Corporation or Green Dot Bank, as applicable, must maintain the 9 Table of Contents applicable capital conservation buffer to avoid becoming subject to restrictions on capital distributions, including dividends and share repurchases.
BHCs are also required to consult with the Federal Reserve before materially increasing dividends and must receive approval before redeeming or repurchasing capital instruments. In addition, the Federal Reserve could prohibit or limit the 8 Table of Contents payment of dividends by a BHC if it determines that payment of the dividend would constitute an unsafe or unsound practice.
BHCs are also required to consult with the Federal Reserve before materially increasing dividends and must receive approval before redeeming or repurchasing capital instruments. In addition, the Federal Reserve could prohibit or limit the payment of dividends by a BHC if it determines that payment of the dividend would constitute an unsafe or unsound practice.
Risk Factors.” Intellectual Property We rely on a combination of patent, trademark and copyright laws and trade secret protections in the United States, as well as confidentiality procedures and contractual provisions, to protect the intellectual property rights related to our products and services. We own several trademarks, including Green Dot.
Risk Factors.” 4 Table of Contents Intellectual Property We rely on a combination of patent, trademark and copyright laws and trade secret protections in the United States, as well as confidentiality procedures and contractual provisions, to protect the intellectual property rights related to our products and services. We own several trademarks, including Green Dot.
If Green Dot Bank were to fail, insured and uninsured depositors, along with the FDIC, would have priority in payment ahead of unsecured, non-deposit creditors, including Green Dot Bank if it were a creditor at that time, with respect to any extensions of credit they have made to such insured depository institution.
If Green Dot Bank were to fail, insured and uninsured depositors, along with the FDIC, would have priority in payment ahead of unsecured, non-deposit 10 Table of Contents creditors, including Green Dot Bank if it were a creditor at that time, with respect to any extensions of credit they have made to such insured depository institution.
We are also required to develop and implement a comprehensive AML compliance program and must also have in place appropriate “know your customer” policies and procedures. We have adopted policies and procedures to comply with these requirements. 10 Table of Contents The bank regulatory agencies have increased the regulatory scrutiny of the BSA and AML programs maintained by financial institutions.
We are also required to develop and implement a comprehensive AML compliance program and must also have in place appropriate “know your customer” policies and procedures. We have adopted policies and procedures to comply with these requirements. The bank regulatory agencies have increased the regulatory scrutiny of the BSA and AML programs maintained by financial institutions.
We earn revenues primarily through fees charged to consumers on a per transaction basis for cash transfer services, tax refund transfers and disbursements. Our Distribution Strategy We offer our products and services to a broad group of consumers, ranging from never-banked to fully-banked consumers.
We earn revenues primarily through fees charged to consumers on a per transaction basis for cash transfer services, tax refund transfers and disbursements. 2 Table of Contents Our Distribution Strategy We offer our products and services to a broad group of consumers, ranging from never-banked to fully-banked consumers.
Such restrictions may include a prohibition on capital distributions, restrictions on asset growth or restrictions on the ability to receive regulatory approval of 7 Table of Contents applications. FDICIA also provides for enhanced supervisory authority over undercapitalized institutions, including authority for the appointment of a conservator or receiver for the institution.
Such restrictions may include a prohibition on capital distributions, restrictions on asset growth or restrictions on the ability to receive regulatory approval of applications. FDICIA also provides for enhanced supervisory authority over undercapitalized institutions, including authority for the appointment of a conservator or receiver for the institution.
As of December 31, 2024, our and Green Dot Bank’s regulatory capital ratios were above the well-capitalized standards and met the then-applicable capital conservation buffer.
As of December 31, 2025, our and Green Dot Bank’s regulatory capital ratios were above the well-capitalized standards and met the then-applicable capital conservation buffer.
We work to retain employees in several ways, including having strong leadership and optimizing leaders and managers through effective training and development programs, providing employees the opportunity to learn new skills and to advance their careers, investing in technology, maintaining customer relationships, and providing competitive and equitable total rewards.
We work to retain 13 Table of Contents employees in several ways, including having strong leadership and optimizing leaders and managers through effective training and development programs, providing employees the opportunity to learn new skills and to advance their careers, investing in technology, maintaining customer relationships, and providing competitive and equitable total rewards.
Our operating revenues derived from the several products and services we offer through Walmart stores and other Walmart distribution avenues in aggregate represented approximately 10%, 17%, and 21% of our total operating revenues for the years ended December 31, 2024, 2023, and 2022, respectively.
Our operating revenues derived from the several products and services we offer through Walmart stores and other Walmart distribution avenues in aggregate represented approximately 7%, 10%, and 17% of our total operating revenues for the years ended December 31, 2025, 2024, and 2023, respectively.
Our benefits programs are tailored for the various geographies in 13 Table of Contents which we operate, and include a variety of competitive health plans, in addition to dependent care flexible spending accounts, a 401(k) plan with a company match and auto-enrollment, employee stock purchase plan, and an employee assistance program.
Our benefits programs are tailored for the various U.S. geographies in which we operate, and include a variety of competitive health plans, in addition to dependent care flexible spending accounts, a 401(k) plan with a company match and auto-enrollment, employee stock purchase plan, and an employee assistance program.
We offer this service to our deposit account programs and any third-party bank or program manager (which we refer to as network acceptance members) that has enabled 1 Table of Contents its cards to accept funds through our processing system.
We offer this service to our deposit account programs and any third-party bank or program manager (which we refer to as network acceptance members) that has enabled its cards to accept funds through our processing system.
Based on current estimates, we believe that Green Dot Corporation and Green Dot Bank will continue to exceed all applicable well-capitalized regulatory capital requirements and the capital conservation buffer (to the extent the buffer is applicable), on a fully phased-in basis.
Based on current estimates, we believe that 8 Table of Contents Green Dot Corporation and Green Dot Bank will continue to exceed all applicable well-capitalized regulatory capital requirements and the capital conservation buffer (to the extent the buffer is applicable), on a fully phased-in basis.
Under the Federal Reserve’s rules, investors can hold up to 24.9% of the voting securities and up to 33% of the total equity of a company without necessarily having a controlling influence. Utah Change in C o ntrol Restrictions .
Under the Federal Reserve’s rules, investors can hold up to 24.9% of the voting securities and up to 33% of the total equity of a company without necessarily having a controlling influence. Utah Change in Control Restrictions.
Through agreements with our network acceptance members, retail distributors and customers, we authorize and monitor the use of our trademarks in connection with their activities with us. Our patent portfolio currently consists of 17 issued patents and 1 patent application pending. The current remaining terms for the patents we hold vary between approximately 1 and 14 years .
Through agreements with our network acceptance members, retail distributors and customers, we authorize and monitor the use of our trademarks in connection with their activities with us. Our patent portfolio currently consists of 18 issued patents. The current remaining terms for the patents we hold vary between approximately 1 and 13 years .
Capital and Liquidity Requirements In General . Under the U.S. regulatory capital rules to implement the Basel III regulatory capital framework, Green Dot Corporation and Green Dot Bank are required to maintain minimum risk-based and leverage capital ratios.
Under the U.S. regulatory capital rules to implement the Basel III regulatory capital framework, Green Dot Corporation and Green Dot Bank are required to maintain minimum risk-based and leverage capital ratios.
For example, our deposit products and operations are subject to the following federal laws, among others: • the Truth in Savings Act and Regulation DD issued by the CFPB, which require disclosure of deposit terms to consumers; • Regulation CC issued by the Federal Reserve, which relates to the availability of deposit funds to consumers; • the Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; and • the Electronic Fund Transfer Act and Regulation E issued by the CFPB, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services. 11 Table of Contents The CFPB has also adopted amendments to Regulation E and Regulation Z to add protections for prepaid accounts (the “CFPB Prepaid Rule”).
For example, our deposit products and operations are subject to the following federal laws, among others: 12 Table of Contents • the Truth in Savings Act and Regulation DD issued by the CFPB, which require disclosure of deposit terms to consumers; • Regulation CC issued by the Federal Reserve, which relates to the availability of deposit funds to consumers; • the Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; and • the Electronic Fund Transfer Act and Regulation E issued by the CFPB, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services.
Diversity, Equity, Inclusion, and Belonging We believe that a diverse, equitable and inclusive working environment with high belonging helps drive our mission and provides our workforce with the best opportunities for success. We are endeavoring to improve representation and inclusion for employees at all levels of the organization.
Inclusion and Belonging We believe that an inclusive working environment with high belonging helps drive our mission and provides our workforce with the best opportunities for success. We are endeavoring to improve inclusion and belonging for employees at all levels of the organization.
These laws may also require Green Dot Bank to notify law enforcement, regulators or consumer reporting agencies in the event of a data breach, as well as businesses and governmental agencies that own affected data. Privacy and data security remain areas of state legislative focus. By the end of 2024, eight U.S. states had consumer privacy laws in effect.
These laws may also require Green Dot Bank to notify law enforcement, regulators or consumer reporting agencies in the event of a data breach, as well as businesses and governmental agencies that own affected data. Privacy and data security remain areas of state legislative focus.
Failure to comply with these sanctions could have serious legal and reputational consequences. Privacy and Data Security Laws Green Dot Bank is subject to a variety of federal and state privacy and data security laws, which govern the collection, safeguarding, sharing and use of customer information, and require that financial institutions have in place policies regarding information privacy and security.
Privacy and Data Security Laws Green Dot Bank is subject to a variety of federal and state privacy and data security laws, which govern the collection, safeguarding, sharing and use of customer information, and require that financial institutions have in place policies regarding information privacy and security.
Our largest customers include Apple, Inc., Intuit, Inc., and Amazon.com, Inc., among others. 2 Table of Contents In our Employer channel, we offer a comprehensive platform to corporate enterprises to facilitate payments made for today’s workforce, including: • PayCard programs that help corporate enterprises eliminate paper checks, reduce costs and improve efficiency; • On demand employee wage access; and • Affordable instant digital pay options that replace slow and costly traditional pay methods.
In our Employer channel, we offer a comprehensive platform to corporate enterprises to facilitate payments made for today’s workforce, including: • PayCard programs that help corporate enterprises eliminate paper checks, reduce costs and improve efficiency; • On demand employee wage access; and • Affordable instant digital pay options that replace slow and costly traditional pay methods.
Under commitments made to the Federal Reserve and the Utah DFI, we must obtain prior approval from the Federal Reserve for any major deviation or material change from the business plan Green Dot Bank submitted in 2013.
Under commitments made to the Federal Reserve and the Utah DFI, we must obtain prior approval from the Federal Reserve for any major deviation or material change from the business plan Green Dot Bank submitted in 2013. Accordingly, commitments made in connection with Green Dot Bank's business plan may limit Green Dot Bank's ability to engage in certain activities.
Similar state laws may impose additional requirements on Green Dot Corporation and Green Dot Bank. Consumer Protection Laws The CFPB has broad rulemaking authority over a wide range of federal consumer protection laws that apply to banks and other providers of financial products and services, including the authority to prohibit “unfair, deceptive or abusive” acts and practices.
Consumer Protection Laws The CFPB has broad rulemaking authority over a wide range of federal consumer protection laws that apply to banks and other providers of financial products and services, including the authority to prohibit “unfair, deceptive or abusive” acts and practices.
Our Products and Services We offer a broad spectrum of financial products to consumers and businesses through our portfolio of brands, including: GO2bank, a leading digital and mobile bank account offering simple, secure and useful banking for Americans living paycheck to paycheck; the Green Dot Network of more than 90,000 retail distribution and cash access locations nationwide; Arc by Green Dot, the single-source embedded finance platform combining all of our secure banking and money processing capabilities to power businesses at all stages of growth; rapid! wage and disbursements solutions, providing pay card and earned wage access services to more than 6,000 businesses and their employees; and Santa Barbara TPG (“SBTPG”), our tax division, which processes roughly 14 million tax refunds annually.
For additional information regarding potential risks and uncertainties associated with such transactions, please see Part I, Item 1A, Risk Factors below. 1 Table of Contents Our Products and Services We offer a broad spectrum of financial products to consumers and businesses through our portfolio of brands, including: GO2bank, a leading digital and mobile bank account offering simple, secure and useful banking for Americans living paycheck to paycheck; the Green Dot Network of more than 90,000 retail distribution and cash access locations nationwide; Arc by Green Dot, the single-source embedded finance platform combining all of our secure banking and money processing capabilities to power businesses at all stages of growth; rapid! wage and disbursements solutions, providing pay card and earned wage access services to more than 7,000 businesses and their employees; and Santa Barbara Tax Products Group (“SBTPG”), our tax division, which processes on average approximately 13 million tax refunds annually.
Additionally, our tax refund processing services business is highly seasonal as it generates the majority of its revenue in the first quarter, and substantially all of its revenue in the first half of each calendar year.
Additionally, our tax refund processing services business is highly seasonal as it generates the majority of its revenue in the first quarter, and substantially all of its revenue in the first half of each calendar year. We expect our revenue in future periods to continue to fluctuate due to the seasonal factors described above.
Similar laws come into effect in eight more states in 2025, and another three states in 2026. These laws provide residents of these states certain privacy rights in the collection and disclosure of their personal information and require covered businesses to make certain disclosures and take certain other acts in furtherance of those rights.
These laws provide residents of these states certain privacy rights in the collection and disclosure of their personal information and require covered businesses to make certain disclosures and take certain other acts in furtherance of those rights. Other U.S. states are considering similar privacy laws.
We expect our revenue in future periods to continue to fluctuate due to the seasonal factors described above. 3 Table of Contents Competition We compete against companies and financial institutions across the retail banking, financial services, transaction processing, consumer technology and financial technology services industries and may compete with others in the market who may in the future provide offerings similar to ours.
Competition We compete against companies and financial institutions across the retail banking, financial services, transaction processing, consumer technology and financial technology services industries and may compete with others in the market who may in the future provide offerings similar to ours.
Acquisitions of Ownership of Green Dot Corporation The ability of a third party to acquire our stock is also limited under applicable U.S. banking laws, including regulatory approval requirements. Federal Banking Law . The BHC Act requires any BHC to obtain the approval of the Federal Reserve before acquiring, directly or indirectly, more than 5% of our outstanding common stock.
Acquisitions of Ownership of Green Dot Corporation or Green Dot Bank The ability of a third party to acquire our stock or the stock of Green Dot Bank is also limited under applicable U.S. banking laws, including regulatory approval requirements. Federal Banking Law .
As an FDIC-insured commercial bank that is chartered under the laws of Utah and a member of the Federal Reserve System, Green Dot Bank and its subsidiaries are subject to regulation, supervision and examination by the FDIC, Federal Reserve and the Utah DFI.
As an FDIC-insured commercial bank that is chartered under the laws of Utah and a member of the Federal Reserve System, Green Dot Bank and its subsidiaries are subject to regulation, supervision and examination by the FDIC, Federal Reserve and the Utah DFI. 5 Table of Contents The Consumer Financial Protection Bureau (the “CFPB”) has broad rulemaking authority over a wide range of federal consumer protection laws applicable to the business of Green Dot Bank.
The rule has also been challenged in federal court and is subject to a preliminary injunction. Because Green Dot Bank has less than $10 billion in total consolidated assets, the Federal Reserve is responsible for examining and supervising Green Dot Bank’s compliance with these and other federal consumer financial laws and regulations.
Because Green Dot Bank has less than $10 billion in total consolidated assets, the Federal Reserve is responsible for examining and supervising Green Dot Bank’s compliance with these and other federal consumer financial laws and regulations. In addition, state attorneys general and state regulators also enforce consumer protection rules.
Like other lenders, Green Dot Bank and other of our subsidiaries use credit bureau data in their underwriting activities. Use of such data is regulated under the Fair Credit Reporting Act (the “FCRA”), and the FCRA also regulates reporting information to credit bureaus, prescreening individuals for credit offers, sharing of information between affiliates and using affiliate data for marketing purposes.
Use of such data is regulated under the Fair Credit Reporting Act (the “FCRA”), and the FCRA also regulates reporting information to credit bureaus, prescreening individuals for credit offers, sharing of information between affiliates and using affiliate data for marketing purposes. Similar state laws may impose additional requirements on Green Dot Corporation and Green Dot Bank.
Other U.S. states are considering similar privacy laws. State regulators are authorized to implement and enforce existing consumer privacy laws, which has resulted in increased scrutiny on privacy and data security. In addition, the federal government may also pass data privacy or data security legislation.
State regulators are authorized to implement and enforce existing consumer privacy laws, which has resulted in increased scrutiny on privacy and data security. In addition, the federal government may also pass data privacy or data security legislation. Like other lenders, Green Dot Bank and other of our subsidiaries use credit bureau data in their underwriting activities.
In addition, the FDIC may terminate a bank’s deposit insurance upon a finding that the bank’s financial condition is unsafe or unsound or that the bank has engaged in unsafe or unsound practices or has violated an applicable rule, regulation, order or condition enacted or imposed by the bank’s regulatory agency.
In addition, the FDIC may terminate a bank’s deposit insurance upon a finding that the bank’s financial condition is unsafe or unsound or that the bank has engaged in unsafe or unsound practices or has violated an applicable rule, regulation, order or condition enacted or imposed by the bank’s regulatory agency. 6 Table of Contents Bank and BHC Acquisitions and Mergers The BHC Act, the Federal Deposit Insurance Act, as amended (the "Bank Merger Act"), Utah’s Financial Institutions Act and other federal and state statutes regulate acquisitions of banks and other FDIC-insured depository institutions.
The FDIC has authority to raise or lower assessment rates on insured deposits in order to achieve statutorily required reserve ratios in the DIF and to impose special additional assessments.
Brokered deposits are subject to an assessment rate adjustment of up to 10 basis points, and therefore are generally assessed at a higher rate. The FDIC has authority to raise or lower assessment rates on insured deposits in order to achieve statutorily required reserve ratios in the DIF and to impose special additional assessments.
Any change in the statutes, regulations or regulatory policies applicable to us, including changes in their interpretation or implementation, could have a material adverse effect on our business. 4 Table of Contents Both the scope of the laws and regulations and the intensity of the supervision to which bank holding companies such as Green Dot Corporation are subject increased in response to the global financial crisis of 2008, as well as other factors such as technological and market changes.
Both the scope of the laws and regulations and the intensity of the supervision to which bank holding companies such as Green Dot Corporation are subject increased in response to the global financial crisis of 2008, as well as other factors such as technological and market changes.
The CFPB Prepaid Rule includes requirements related to treatment of funds on lost or stolen cards, error resolution and investigation, upfront fee disclosures, access to account information, and overdraft features if offered in conjunction with prepaid accounts. On March 5, 2024, the CFPB issued a final rule further limiting credit card late fees.
The CFPB has also adopted amendments to Regulation E and Regulation Z to add protections for prepaid accounts (the “CFPB Prepaid Rule”). The CFPB Prepaid Rule includes requirements related to treatment of funds on lost or stolen cards, error resolution and investigation, upfront fee disclosures, access to account information, and overdraft features if offered in conjunction with prepaid accounts.
We have been actively working to further enhance recruitment strategies and career development strategies in support of our DEIB initiatives. We ended 2024 with a workforce comprised of 53% male and 47% female employees. We delivered multiple enterprise-wide events to create new levels of knowledge, empathy and community connection for our people.
We have been actively working to further enhance recruitment strategies and career development strategies in support of these initiatives. We delivered multiple enterprise-wide events to create new levels of knowledge, empathy, and community connection for our people. We focused on furthering inclusion and belonging goals through recruitment, career development, succession planning, and leadership education.
Federal banking laws also place similar restrictions on loans and other extensions of credit by FDIC-insured banks, such as Green Dot Bank, and their subsidiaries to their directors, executive officers and principal shareholders, as well as to entities controlled by such persons. 9 Table of Contents Community Reinvestment Act Under the CRA, an insured depository institution, such as Green Dot Bank, has a continuing and affirmative obligation to help meet the credit needs of its entire community, including low- and moderate-income neighborhoods.
Federal banking laws also place similar restrictions on loans and other extensions of credit by FDIC-insured banks, such as Green Dot Bank, and their subsidiaries to their directors, executive officers and principal shareholders, as well as to entities controlled by such persons.
Green Dot Bank is subject to deposit insurance assessments based on the risk it poses to the DIF, as determined by the capital category and supervisory category to which it is assigned. Brokered deposits are subject to an assessment rate adjustment of up to 10 basis points, and therefore are generally assessed at a higher rate.
Insurance of Deposit Accounts The deposits of Green Dot Bank are insured by the DIF up to the standard maximum deposit insurance amount of $250,000 per depositor. Green Dot Bank is subject to deposit insurance assessments based on the risk it poses to the DIF, as determined by the capital category and supervisory category to which it is assigned.
Anti-Money Laundering Rules The Bank Secrecy Act (the “BSA”), the USA PATRIOT Act of 2001 (the "PATRIOT Act") and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering (“AML”) program and file suspicious activity and currency transaction reports when appropriate.
As a result, our relationships with third-party banks may require us to undertake compliance actions similar to those that we or Green Dot Bank must perform for the products and services issued by Green Dot Bank. 11 Table of Contents Anti-Money Laundering Rules The Bank Secrecy Act (the “BSA”), the USA PATRIOT Act of 2001 (the "PATRIOT Act") and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering (“AML”) program and file suspicious activity and currency transaction reports when appropriate.
Payment Networks In order to provide our products and services, we, as well as Green Dot Bank, are contracted members with Visa, Inc. ("Visa") and Mastercard Inc. ("Mastercard"). Therefore, we and Green Dot Bank are subject to Visa and Mastercard’s respective payment network rules and standards.
Therefore, we and Green Dot Bank are subject to Visa and Mastercard’s respective payment network rules and standards.
These U.S. state licensing laws may subject money transmitters to periodic examinations and may require them and their agents to comply with federal and/or state AML laws and regulations. We have obtained licenses to operate as a money transmitter in all U.S. jurisdictions in which such a license is required for us to conduct our business.
Money Transmission Licensing and Regulation Most U.S. states require licenses for persons engaged in the business of money transmission. These U.S. state licensing laws may subject money transmitters to periodic examinations and may require them and their agents to comply with federal and/or state AML laws and regulations.
While we continue to offer several legacy branded deposit programs, we focus our consumer deposit account programs on our flagship product, GO2bank, offering consumers simple and accessible mobile banking designed to help improve financial health over time.
Our deposit account programs are generally issued by Green Dot Bank, but we also manage programs issued by third-party issuing banks as a result of prior acquisitions. We focus our consumer deposit account programs on our flagship product, GO2bank, offering consumers simple and accessible mobile banking designed to help improve financial health over time.
Our leaders are empowered to design bespoke learning experiences catered to their specific needs. Employee Experience We strive to continue enhancing employee engagement and use employee feedback to drive and improve processes that support our customers and ensure a deep understanding of our culture and vision among our employees.
Employee Experience We strive to continue enhancing employee engagement and use employee feedback to drive and improve processes that support our customers and ensure a deep understanding of our culture and vision among our employees. We embrace an open-door policy where collaboration across all levels of team members and across multiple departments is encouraged.
Human capital objectives and measures that we focus on in managing our business include talent retention and development, employee experience, diversity, equity, including and belonging ("DEIB"), total rewards, employee health and safety, and organizational culture and ethics.
Human Capital As of December 31, 2025, we had approximately 900 full-time employees, practically all of which are located in the United States. Human capital objectives and measures that we focus on in managing our business include talent retention and development, employee experience, inclusion and belonging, total rewards, and organizational culture and ethics.
Accordingly, commitments made in connection with Green Dot Bank's business plan may limit Green Dot Bank's ability to engage in certain activities. 5 Table of Contents Supervision, Examination and Enforcement Bank regulators regularly examine the operations of BHCs and banks. Examination results are confidential and generally may not be disclosed.
Supervision, Examination and Enforcement Bank regulators regularly examine the operations of BHCs and banks. Examination results are confidential and generally may not be disclosed. In addition, BHCs and banks are subject to periodic reporting and filing requirements.
The risks associated with the failure to properly classify deposits are more fully discussed in "Part I, Item 1A. Risk Factors." On July 30, 2024, the FDIC issued a notice of proposed rulemaking modifying portions of the final rule. However, this proposed rulemaking has not been adopted.
The risks associated with the failure to properly classify deposits are more fully discussed in "Part I, Item 1A.
Regulatory guidance requires financial institutions to enhance their due diligence, ongoing monitoring and control over their third-party vendors and other ongoing third-party business relationships. As a result, our relationships with third-party banks may require us to undertake compliance actions similar to those that we or Green Dot Bank must perform for the products and services issued by Green Dot Bank.
Regulatory guidance requires financial institutions to enhance their due diligence, ongoing monitoring and control over their third-party vendors and other ongoing third-party business relationships.
The Utah DFI defines control to include, among other things, the power, directly or indirectly, or through or in concert with one or more persons, to vote more than 10% of any class of voting securities by a person other than an individual or to vote 20% or more of any class of voting securities by an individual.
Additionally, there is a rebuttable presumption that a person has control of such an institution or holding company if the person has the power, directly or indirectly, or through or in concert with 7 Table of Contents others, to vote more than 10% but less than 25% of any class of voting securities of such an institution or holding company.
We endeavor to identify ways to instill our mission, vision, values, and business objectives throughout our organization, and build a performance-driven culture in a continually evolving remote and virtual environment. We use these surveys to solicit feedback about members of our senior leadership up to and including our Chief Executive Officer from employees at all levels of our organization.
We use annual employee engagement and other surveys to solicit feedback about members of our senior leadership from employees at all levels of our organization. We believe that ongoing employee performance feedback encourages greater engagement and improves individual performance.
Removed
Our deposit account programs are generally issued by Green Dot Bank, but we also manage programs issued by third-party issuing banks as a result of several acquisitions we made several years ago.
Added
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”).
Removed
The Consumer Financial Protection Bureau (the “CFPB”) has broad rulemaking authority over a wide range of federal consumer protection laws applicable to the business of Green Dot Bank.
Added
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.
Removed
In addition, BHCs and banks are subject to periodic reporting and filing requirements.
Added
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.
Removed
Bank and BHC Acquisitions and Mergers The BHC Act, the Federal Deposit Insurance Act, as amended (the "Bank Merger Act"), Utah’s Financial Institutions Act and other federal and state statutes regulate acquisitions of banks and other FDIC-insured depository institutions.
Added
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.
Removed
On October 24, 2023, the Federal Reserve Board joined the FDIC and Office of the Comptroller of the Currency in issuing a new final rule seeking to strengthen and modernize the regulations that implement the CRA. The rule became effective April 1, 2024, with most of its provisions becoming applicable on January 1, 2026.
Added
Our largest customers include Apple, Inc., Intuit, Inc., Dayforce, Inc., and Amazon.com, Inc., among others.
Removed
However, the rule has been challenged in federal court, which has granted a preliminary injunction on enforcement of the rule. The litigation remains pending. Insurance of Deposit Accounts The deposits of Green Dot Bank are insured by the DIF up to the standard maximum deposit insurance amount of $250,000 per depositor.
Added
Any change in the statutes, regulations or regulatory policies applicable to us, including changes in their interpretation or implementation, could have a material adverse effect on our business.
Removed
In addition, state attorneys general and state regulators also enforce consumer protection rules. Money Transmission Licensing and Regulation Most U.S. states require licenses for persons engaged in the business of money transmission.
Added
The BHC Act requires any BHC to obtain the approval of the Federal Reserve before acquiring, directly or indirectly, more than 5% of our outstanding common stock or the stock of Green Dot Bank.
Removed
ESG Management We are committed to making modern banking and money movement accessible for all, and we believe that managing our business in a sustainable manner is an important part of this goal. At the board level, our Nominating and Corporate Governance Committee (the “NCG Committee”) oversees our environmental, social and governance (“ESG”) programs, policies and practices.
Added
As discussed more fully below in “ Regulatory Approvals Related to the Proposed Transactions with CommerceOne Financial Corporation ,” the Mergers are subject to the approval of the Federal Reserve pursuant to the BHC Act, because, among other things, CommerceOne Financial Corporation will be acquiring indirect control of Green Dot Bank.
Removed
The NCG Committee’s duties in this regard include reviewing and evaluating our programs, policies and practices relating to ESG issues and related disclosures and recommending to our Board of Directors (our "Board of Directors" or "Board") our overall strategy with respect to ESG matters.
Added
The BHC Act prohibits any entity from acquiring 25% (as noted above, the BHC Act has a lower limit for acquirers that are existing BHCs) or more of a BHC’s or bank’s voting securities, or otherwise obtaining control or a controlling influence over a BHC or bank without the prior approval of the Federal Reserve.
Removed
We also advance our ESG strategy through our management-level ESG Steering Committee comprised of employees across our company from human resources to legal to business development (the "ESG Steering Committee").
Added
The Utah DFI defines control to mean the power, directly or indirectly, or through or in concert with others, to: (a) direct or exercise a controlling influence over: (i) the management or policies of such an institution or holding company; or (ii) the election of a majority of the directors of such an institution or holding company; or (b) vote 25% or more of any class of voting securities of such an institution or holding company.
Removed
The purpose of the ESG Steering Committee is to assist the NCG Committee in fulfilling its oversight responsibilities with respect to ESG matters, including by reviewing and approving programs, policies and practices relating to ESG issues.
Added
As discussed more fully below in “ Regulatory Approvals Related to the Proposed Transactions with CommerceOne Financial Corporation ,” the Mergers are subject to the approval of the Utah DFI pursuant to Utah’s Financial Institutions Act because, among other things, New CommerceOne will be acquiring indirect control of Green Dot Bank.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

69 edited+64 added−10 removed144 unchanged
Biggest changeFailure to complete an acquisition could negatively impact our business as we could be required to pay a termination fee under certain circumstances or be subject to litigation, and our stock price may also be negatively impacted as the failure to consummate such an acquisition may result in negative perception in the investment community.
Biggest changeWe could also be subject to litigation or proceedings related to any failure to complete such transactions, including litigation or proceedings commenced against us to perform our respective obligations under the Merger Agreement or the Separation Agreement. If the Merger Agreement is terminated under certain circumstances, we may be required to pay a termination fee of $27 million to CommerceOne.
It would be difficult to replace these operating revenues. Accordingly, any significant reduction in transaction volume or customers’ spending levels through Walmart or our largest BaaS partner, for any reason, including macroeconomic conditions or non-renewal of existing contracts, would negatively impact our business and results of operations.
It would be difficult to replace these operating revenues. Accordingly, any significant reduction in transaction volume or customers’ spending levels through our largest BaaS partner or Walmart, for any reason, including macroeconomic conditions or non-renewal of existing contracts, would negatively impact our business and results of operations.
The restriction on our ability to commence, or acquire any shares of a company engaged in, any activities only permissible for an FHC, without prior Federal Reserve approval would also generally apply if Green Dot Bank received a CRA rating of less than “Satisfactory.” Currently, under the Bank Holding Company Act (the "BHC Act"), we may not be able to engage in new activities or acquire shares or control of other businesses.
The restriction on our ability to commence, or acquire any shares of a company engaged in, any activities only permissible for an FHC, without prior Federal Reserve approval would also generally apply if Green Dot Bank received a CRA rating of less than “Satisfactory.” Currently, under the BHC Act, we may not be able to engage in new activities or acquire shares or control of other businesses.
Fluctuations in our quarterly or annual results of operations might result from a number of factors including the occurrence of one or more of the events or circumstances described in these risk factors, many of which are outside of our control, including, but not limited to: • the timing and volume of purchases and use of our products and services; • the timing and volume of tax refunds or other government payments processed by us; • the timing and success of new product or service introductions by us or our competitors; • fluctuations in customer retention rates; • outages and interruptions in our systems, those of our partners or third-party service providers; • changes in the mix of products and services that we sell or changes in the mix of our client retail distributors; • the timing of commencement of new and existing product roll outs, developments and initiatives and the lag before those new products, channels or retail distributors generate material operating revenues; 25 Table of Contents • our ability to effectively sell our products through direct-to-consumer initiatives; • costs associated with significant changes in our risk policies and controls; • the amount and timing of major advertising campaigns, including sponsorships; • the amount and timing of capital expenditures and operating costs; • interest rate volatility; • our ability to control costs, including third-party service provider costs and sales and marketing expenses; • volatility in the trading price of our Class A common stock; • changes in the political or regulatory environment affecting the industries in which we operate; • economic recessions or uncertainty in financial markets, and the uncertainty regarding the impact of macroeconomic trends or conditions; and • other factors beyond our control, such as terrorism, war, natural disasters and pandemics as well as the other items included in these risk factors.
Fluctuations in our quarterly or annual results of operations might result from a number of factors including the occurrence of one or more of the events or circumstances described in these risk factors, many of which are outside of our control, including, but not limited to: • the timing and volume of purchases and use of our products and services; • the timing and volume of tax refunds or other government payments processed by us; • the timing and success of new product or service introductions by us or our competitors; • fluctuations in customer retention rates; • outages and interruptions in our systems, those of our partners or third-party service providers; • changes in the mix of products and services that we sell or changes in the mix of our client retail distributors; • the timing of commencement of new and existing product roll outs, developments and initiatives and the lag before those new products, channels or retail distributors generate material operating revenues; • our ability to effectively sell our products through direct-to-consumer initiatives; • costs associated with significant changes in our risk policies and controls; • the amount and timing of major advertising campaigns, including sponsorships; • the amount and timing of capital expenditures and operating costs; • interest rate volatility; • our ability to control costs, including third-party service provider costs and sales and marketing expenses; • volatility in the trading price of our Class A common stock; • changes in the political or regulatory environment affecting the industries in which we operate; • economic recessions or uncertainty in financial markets, and the uncertainty regarding the impact of macroeconomic trends or conditions; and • other factors beyond our control, such as terrorism, war, natural disasters and pandemics as well as the other items included in these risk factors.
In addition, any publicity associated with the loss of any of our large retail distributors, significant BaaS partner or third-party processors could harm our reputation, making it more difficult to attract and retain consumers, BaaS partners, third-party processors and other retail distributors, and could lessen our negotiating power with our remaining and prospective retail distributors, BaaS partners and third-party processors.
In addition, any publicity associated with the loss of any of our large retail distributors, significant BaaS partners or third-party processors could harm our reputation, making it more difficult to attract and retain consumers, BaaS partners, third-party processors and other retail distributors, and could lessen our negotiating power with our remaining and prospective retail distributors, BaaS partners and third-party processors.
We are subject to regulatory oversight in the normal course of our business and have been, currently are and from time to time in the future may be subject to securities class actions, commercial and other litigation or regulatory or judicial proceedings or investigations. The outcome of litigation and regulatory or judicial proceedings or investigations is difficult to predict.
We are subject to regulatory oversight in the normal course of our business and have been, currently are and from time to time in the future may be subject to securities class actions, commercial and other litigation or regulatory or judicial proceedings, investigations or subpoenas. The outcome of litigation and regulatory or judicial proceedings or investigations is difficult to predict.
If additional regulatory requirements were imposed on our bank or the sale of our products and services, the requirements could lead to a loss of retail distributors, network participants, tax preparation partners or other business partners, which could negatively impact our operations.
If additional legal or regulatory requirements were imposed on our bank or the sale of our products and services, the requirements could lead to a loss of retail distributors, network participants, tax preparation partners or other business partners, which could negatively impact our operations.
In addition to the foregoing, under the BHC Act and the Change in Bank Control Act, and their respective implementing regulations, Federal Reserve Board approval is necessary prior to any person or company acquiring control of a bank or bank holding company, subject to certain exceptions.
In addition to the foregoing, under the BHC Act and the Change in Bank Control Act, and their respective implementing regulations, Federal Reserve Board approval is necessary prior to any person or company acquiring control of a bank or BHC, subject to certain exceptions.
If current market conditions persist or deteriorate, we may decide to adjust pricing to account for an increasing cost of funds and increased credit risk, and thereby erode our margins and negatively impact our future financial performance and the price of our Class A common stock.
If current market conditions deteriorate, we may decide to adjust pricing to account for an increasing cost of funds and increased credit risk, and thereby erode our margins and negatively impact our future financial performance and the price of our Class A common stock.
Global and macro-economic factors have resulted and may continue to result in high inflation rates, interest rates, or unemployment rates, leading to economic challenges for consumers and our retail distributors and other partners as well as reduced transaction and spending volumes on accounts.
Global and macro-economic factors have resulted and, from time to time, may continue to result in high inflation rates, interest rates, or unemployment rates, leading to economic challenges for consumers and our retail distributors and other partners as well as reduced transaction and spending volumes on accounts.
Failure by us or those businesses to comply with the laws and regulations to which we are or may become subject could result in additional fines, penalties or limitations on our ability to conduct our business, or federal or state actions, any of which could significantly harm our reputation with consumers, banks that issue our cards and regulators, and could negatively impact our business, operating results and financial condition.
Failure by us or those businesses to comply with the laws and regulations to which we are or may become subject could result in additional fines, penalties or limitations on our ability to conduct our business, or federal or state actions, any of which could significantly harm our reputation with consumers, banks that issue our cards and 26 Table of Contents regulators, and could negatively impact our business, operating results and financial condition.
Additionally, for accountholders who are not enrolled or do not meet the eligibility requirements of these programs, we generally decline authorization attempts for amounts that exceed the available accountholder’s balance, however, the application of card association rules, the timing of 17 Table of Contents the settlement of transactions and the assessment of the account’s monthly maintenance fee, among other things, can still result in overdrawn accounts.
Additionally, for accountholders who are not enrolled or do not meet the eligibility requirements of these programs, we generally decline authorization attempts for amounts that exceed the available accountholder’s balance, however, the application of card association rules, the timing of the settlement of transactions and the assessment of the account’s monthly maintenance fee, among other things, can still result in overdrawn accounts.
Failure to comply with these requirements exposes us to the risk of being required to undertake substantial remediation efforts and to the risk of, among other 22 Table of Contents things, enforcement actions, lawsuits, monetary damages, fines, penalties and reputational harm, any one of which could have a material adverse impact on our results of operations, financial condition or business prospects.
Failure to comply with these requirements exposes us to the risk of being required to undertake substantial remediation efforts and to the risk of, among other things, enforcement actions, lawsuits, monetary damages, fines, penalties and reputational harm, any one of which could have a material adverse impact on our results of operations, financial condition or business prospects.
These privacy laws and regulations are quickly evolving, with new or modified laws and regulations proposed and implemented frequently and existing laws and regulations subject to new or different interpretations. Complying with these laws and regulations can be costly and can impede the development and offering of new products and services.
These privacy and data protection laws and regulations are quickly evolving, with new or modified laws and regulations proposed and implemented frequently and existing laws and regulations subject to new or different interpretations. Complying with these laws and regulations can be costly and can impede the development and offering of new products and services.
Such delays or refusal to pay exposes us to increased settlement risk. If a retail distributor or other banking partner becomes insolvent, files for bankruptcy, commits fraud or otherwise fails to remit proceeds to our card issuing bank from the sales of our products and services, we are liable for any amounts owed to our customers.
Such delays or refusal to pay exposes us to increased settlement risk. If a retail distributor or other banking partner becomes insolvent, files for bankruptcy, commits fraud or otherwise fails to remit proceeds to our subsidiary bank from the sales of our products and services, we are liable for any amounts owed to our customers.
Despite the encryption software and the other technologies and systems we use to provide security for storage, processing and transmission of confidential customer and other information these technologies or systems have been, and continue to be, vulnerable to cyber-attacks, incidents and data security breaches by third parties and we have experienced, and may in the future experience, attacks, incidents and breaches that circumvent our security measures.
Despite the encryption software and the other technologies and systems we use to provide security for storage, processing and 23 Table of Contents transmission of confidential customer and other information these technologies or systems have been, and continue to be, vulnerable to cyber-attacks, incidents and data security breaches by third parties and we have experienced, and may in the future experience, attacks, incidents and breaches that circumvent our security measures.
Our ability to meet our debt service obligations and to reduce our total indebtedness will be dependent upon our future performance, as well as Green Dot Bank and its ability to pay dividends to us, which will be subject to regulatory restrictions, general economic, industry and competitive conditions and to financial, business and other factors affecting us and Green Dot Bank, many of which are beyond our control.
Our ability to meet our debt service obligations and to reduce our total indebtedness will be dependent upon our future performance, as well as Green Dot Bank and its ability to pay dividends to us, which will be subject to regulatory restrictions, general economic, industry and competitive conditions and to financial, business and other factors affecting us and Green 28 Table of Contents Dot Bank, many of which are beyond our control.
Criminals are using increasingly sophisticated methods to engage in illegal activities using deposit account products (including demand deposit accounts and prepaid cards), reload products, or customer information and may see their effectiveness enhanced by the use of Artificial Intelligence. Illegal activities involving our products and services often include malicious social engineering schemes.
Criminals are using increasingly sophisticated methods to engage in illegal activities using deposit account products (including demand deposit accounts and prepaid cards), reload products, or customer information and may 20 Table of Contents see their effectiveness enhanced by the use of Artificial Intelligence. Illegal activities involving our products and services often include malicious social engineering schemes.
If interchange rates decline, whether due to actions by the payment networks or future regulation, we would likely need to change our fee structure to offset the loss of interchange revenues. However, our ability to make these 23 Table of Contents changes is limited by the terms of our contracts and other commercial factors, such as price competition.
If interchange rates decline, whether due to actions by the payment networks or future regulation, we would likely need to change our fee structure to offset the loss of interchange revenues. However, our ability to make these changes is limited by the terms of our contracts and other commercial factors, such as price competition.
Provisions in our certificate of incorporation and bylaws, as well as provisions under Delaware law, could discourage potential takeover attempts, reduce the price that investors might be willing to pay in the future for shares of our Class A common stock, and result in the trading price of our Class A common stock being lower than it 27 Table of Contents otherwise would be.
Provisions in our certificate of incorporation and bylaws, as well as provisions under Delaware law, could discourage potential takeover attempts, reduce the price that investors might be willing to pay in the future for shares of our Class A common stock, and result in the trading price of our Class A common stock being lower than it otherwise would be.
A sustained reduction in the use of our products and related services, either as a result of a general reduction in consumer spending or as a result of a disproportionate reduction in the use of card-based payment systems, would negatively impact our business, results of operations and financial condition. 18 Table of Contents We must be able to operate and scale our technology effectively.
A sustained reduction in the use of our products and related services, either as a result of a general reduction in consumer spending or as a result of a disproportionate reduction in the use of card-based payment systems, would negatively impact our business, results of operations and financial condition. We must be able to operate and scale our technology effectively.
The term of our Walmart MoneyCard agreement (which governs the MoneyCard program) expires on January 31, 2027, unless renewed under its automatic renewal provision, which provides for a one-year extension.
The term of our Walmart MoneyCard agreement (which governs the MoneyCard program) expires on January 31, 2033, unless renewed under its automatic renewal provision, which provides for a one-year extension.
Given the possibility of recurring volatility in global financial markets, the approaches we use to assess and monitor the creditworthiness of our retail distributors or other banking partners may be inadequate, and we may be unable to detect and take steps to mitigate an increased credit risk in a timely manner.
Given the possibility of recurring volatility in global financial markets, the approaches we use to assess and monitor the creditworthiness of our retail distributors or other banking partners may be inadequate, and we may be unable to 21 Table of Contents detect and take steps to mitigate an increased credit risk in a timely manner.
Digital-centric financial services platforms have continued to gain market share through the 16 Table of Contents marketing of their largely free bank account offerings. To the extent these competitors continue to take market share at our expense, we expect that the purchase and use of our products and services would decline.
Digital-centric financial services platforms have continued to gain market share through the marketing of their largely free bank account offerings. To the extent these competitors continue to take market share at our expense, we expect that the purchase and use of our products and services would decline.
In general, our contracts with these third parties allow them to exercise significant 15 Table of Contents discretion over the placement and promotion of our or their products and services, and for a variety of reasons they could give higher priority to other products or services they are offering or the products and services of other companies.
In general, our contracts with these third parties allow them to exercise significant discretion over the placement and promotion of our or their products and services, and for a variety of reasons they could give higher priority to other products or services they are offering or the products and services of other companies.
As a result, some customers have in the past and may in the future experience disruptions in service despite significant investments in 19 Table of Contents planning and testing on the part of us and our technology partners. In addition, the implementation of technological changes could cause significant disruptions to our customers and our business and may cause processing errors.
As a result, some customers have in the past and may in the future experience disruptions in service despite significant investments in planning and testing on the part of us and our technology partners. In addition, the implementation of technological changes could cause significant disruptions to our customers and our business and may cause processing errors.
We may experience difficulty in managing transitions and assimilating newly-hired personnel, and if we fail to manage these transitions successfully, we could experience significant delays or difficulty in the achievement of our development and strategic objectives and our business, financial condition and results of operations could be negatively impacted.
We may experience difficulty in managing transitions and 29 Table of Contents assimilating newly-hired personnel, and if we fail to manage these transitions successfully, we could experience significant delays or difficulty in the achievement of our development and strategic objectives and our business, financial condition and results of operations could be negatively impacted.
The risk of unauthorized circumvention of our security measures has been heightened by advances in computer capabilities and the increasing sophistication of hackers, including state sponsored hackers.
The risk of unauthorized circumvention of our security measures has been heightened by advances in artificial intelligence, computer capabilities and the increasing sophistication of hackers, including state sponsored hackers.
Additionally, as a percentage of total operating revenues, operating revenues derived from products and services sold at the store locations of Walmart was approximately 10% for the year ended December 31, 2024. We expect that both Walmart and our largest BaaS partner will continue to have a significant impact on our operating revenues in future periods.
Additionally, as a percentage of total operating revenues, operating revenues derived from products and services sold at the store locations of Walmart was approximately 7% for the year ended December 31, 2025. We expect that both our largest BaaS partner and Walmart will continue to have a significant impact on our operating revenues in future periods.
Additionally, some of our current and potential competitors are subject to fewer regulations and restrictions than we are, and thus may be able to respond more quickly in the face of regulatory and technological changes. We are also experiencing competition as a result of competitors offering free or low-cost alternatives to our products and services.
Additionally, some of our current and potential competitors are subject to fewer regulations and restrictions than we are, and thus may be able to respond more quickly in the face of regulatory and technological changes. We are also experiencing competition as a result of competitors, such as Chime Financial, Inc., offering free or low-cost alternatives to our products and services.
For the year ended December 31, 2024, interchange revenues represented 12% of our total operating revenues, and we expect interchange revenues to continue to represent a significant percentage of our total operating revenues. The amount of interchange revenues that we earn is highly dependent on the interchange rates that the payment networks set and adjust from time to time.
For the year ended December 31, 2025, interchange revenues represented 9% of our total operating revenues, and we expect interchange revenues to continue to represent a significant percentage of our total operating revenues. The amount of interchange revenues that we earn is highly dependent on the interchange rates that the payment networks set and adjust from time to time.
Our future success depends upon the active and effective promotion of our products and services by our BaaS partners, retail distributors and tax preparation partners. Most of our operating revenues are derived from program management service fees that we earn from our BaaS partners and products and services sold at the stores of our retail distributors.
Our future success depends upon the active and effective promotion of our products and services by our BaaS partners, retail distributors and tax preparation partners. A significant portion of our operating revenues are derived from program management service fees that we earn from our BaaS partners and products and services sold at the stores of our retail distributors.
A significant portion of our operating revenues are derived from our BaaS partners and the products and services sold at our largest retail distributors. Approximately 55% of our total operating revenues for the year ended December 31, 2024 was generated from a single BaaS partner.
A significant portion of our operating revenues are derived from our BaaS partners and the products and services sold at our largest retail distributors. Approximately 63% of our total operating revenues for the year ended December 31, 2025 was generated from a single BaaS partner.
Substantially all the revenues we generate from our tax refund processing services business have come from sales through a relatively small number of tax preparation firms.
Substantially all the revenues we generate from our tax refund processing 18 Table of Contents services business have come from sales through a relatively small number of tax preparation firms.
If consumers do not continue or increase their usage of prepaid cards or demand deposit accounts, including making changes in the way such products are funded, our operating revenues may decline. Any projected growth for the industry may not occur or may occur more slowly than estimated.
If consumers do not 22 Table of Contents continue to use or increase their usage of prepaid cards or demand deposit accounts, including making changes in the way such products are funded, our operating revenues may decline. Any projected growth for the industry may not occur or may occur more slowly than estimated.
ITEM 1A. Risk Factors RISKS RELATED TO OUR BUSINESS The loss of operating revenues from our BaaS partners and Walmart or any of our largest retail distributors as well as third-party processors or other major consumers would negatively impact our business.
RISKS RELATED TO OUR BUSINESS The loss of operating revenues from our BaaS partners and Walmart or any of our largest retail distributors as well as third-party processors or other major consumers would negatively impact our business.
A prolonged disruption at our China facility for any reason including due to natural or man-made disasters, outbreaks of disease, climate change or other events outside of our control, such as equipment malfunction or large-scale outages or interruptions of service from utilities or telecommunications providers, could potentially delay our ability to launch new products or services or impact our ability to deliver current products and services, which could negatively impact our business.
A prolonged disruption at our facilities or the facilities of our outsourcing service providers for any reason including due to natural or man-made disasters, outbreaks of disease, climate change, geopolitical matters or other events outside of our control, such as equipment malfunction or large-scale outages or interruptions of service from utilities or telecommunications providers, could potentially delay our ability to launch new products or services or impact our ability to deliver current products and services, which could negatively impact our business.
Additionally, increased interest rates may negatively impact our customers’ spending levels or our customers’ ability to pay outstanding amounts owed to us. Please see “Quantitative and Qualitative Disclosures about Market Risk” for more information regarding the potential impact of the various market risks on our business. Economic, political and other conditions may negatively impact trends in consumer spending.
Additionally, a rising interest rate environment may negatively impact our customers’ spending levels or our customers’ ability to pay outstanding amounts owed to us. Please see “Quantitative and Qualitative Disclosures about Market Risk” for more information regarding the potential impact of the various market risks on our business. Economic, political and other conditions may negatively impact trends in consumer spending.
Economic recessions have resulted and may continue to result in decreased consumer spending and may also result in us experiencing a reduction in the number of our accounts that are purchased or reloaded, the number of transactions involving our cards and the use of our reload network and related services.
Economic conditions, including inflationary pressures, have resulted and may continue to result in decreased consumer spending and may also result in us experiencing a reduction in the number of our accounts that are purchased or reloaded, the number of transactions involving our cards and the use of our reload network and related services.
These restrictions could affect the willingness or ability of a third party to acquire control of us for so long as we are a bank holding company. ITEM 1B. Unresolved Staff Comments None.
These restrictions could affect the willingness or ability of a third party to acquire control of us for so long as we are a BHC. ITEM 1B. Unresolved Staff Comments None.
As a bank holding company, we, along with Green Dot Bank, are subject to comprehensive supervision and examination by the Federal Reserve Board and the State of Utah Department of Financial Institutions and must comply with applicable laws and regulations and other commitments we have agreed to, including financial commitments with respect to minimum capital and leverage requirements.
As a BHC, we, along with Green Dot Bank, are subject to comprehensive supervision and examination by the Federal Reserve Board and the State of Utah DFI and must comply with applicable laws and regulations and other commitments we have agreed to, including financial commitments with respect to minimum capital and leverage requirements.
We also rely on a combination of patent, trademark and copyright laws, trade secret protection and confidentiality and license agreements to protect the intellectual property rights related to our products and services. We currently have 17 issued patents and 1 patent application pending.
We also rely on a combination of patent, trademark and copyright laws, trade secret protection and confidentiality and license agreements to protect the intellectual property rights related to our products and services. We currently have 18 issued patents.
Additionally, these effects increase the settlement risk from our retail distributors and banking partners and could cause us to experience contraction in the number of locations within our network of retail distributors due to store closures or other developments, with attendant negative impacts to our operating revenues and results of operations.
Additionally, these effects increase the settlement risk from our retail distributors and banking partners and could cause us to experience contraction in the number of locations within our network of retail distributors due to store closures or other developments, such as Rite Aid's recent bankruptcy proceedings, with attendant negative impacts to our operating revenues and results of operations.
If regulatory or judicial proceedings or investigations were to be initiated against us by private or governmental entities, adverse publicity that may be associated with these proceedings or investigations could negatively impact our relationships with retail distributors, tax preparation partners, network acceptance members, financial institutions and other lending partners, other business partners and card processors and decrease acceptance and use of, and loyalty to, our products and related services, and could impact the price of our Class A common stock.
Any regulatory or judicial proceedings or investigations initiated against us by private or governmental entities may result in adverse publicity associated with these proceedings or investigations and could negatively impact our relationships with retail distributors, tax preparation partners, network acceptance members, financial institutions 27 Table of Contents and other lending partners, other business partners and card processors and decrease acceptance and use of, and loyalty to, our products and related services, and could impact the price of our Class A common stock.
To the extent that seasonal fluctuations become more pronounced, or are not offset by other factors, our results of operations and cash flows from operating activities could fluctuate materially from period to period. The industries in which we compete are highly competitive. The industries in which we compete are highly competitive and subject to rapid and significant changes.
To the extent that seasonal fluctuations become more pronounced, or are not offset by other factors, our results of operations and cash flows from operating activities could fluctuate materially from period to period. 19 Table of Contents The industries in which we compete are highly competitive.
Additionally, replacing third-party vendors with in-house solutions may lead to unanticipated operating costs and potential exposure to increased regulatory scrutiny.
Additionally, replacing third-party vendors with in-house solutions may lead to 24 Table of Contents unanticipated operating costs and potential exposure to increased regulatory scrutiny.
Moreover, as we continue to add cloud-based solutions or additional capacity to our existing data centers, we could experience problems transferring customer accounts and data, impairing the delivery of our service. Our technology platforms continue to evolve as we regularly invest in enhancing our systems.
Moreover, as we continue to add cloud-based solutions, we could experience problems transferring customer accounts and data or interruptions in service from our cloud providers, impairing the delivery of our service. Our technology platforms continue to evolve as we regularly invest in enhancing our systems.
If regulators believe that we or Green Dot Bank have not complied with any of these requirements, we have in the past and may in the future become subject to additional formal or informal enforcement actions, proceedings, or investigations, which could result in regulatory orders, penalties, restitution, restrictions on our business operations or requirements to take corrective actions, which may, individually or in the aggregate, negatively impact our results of operations and restrict our ability to grow.
As has been the case in the past, when the regulators believe that we or Green Dot Bank have not complied with any of these requirements, we may in the future become subject to, in addition to our then-current obligations (which includes the formal enforcement action noted below), additional formal or informal enforcement actions, proceedings, or investigations, which could result in regulatory orders, penalties, restitution, restrictions on our business operations or requirements to take corrective actions, which may, individually or in the aggregate, negatively impact our results of operations and restrict our ability to grow.
We rely in part on third parties for the development of, and access to, new technologies. We expect that new services and technologies applicable to our industry will continue to emerge, and these new services and technologies may be superior to, or render obsolete, the technologies we currently utilize in our products and services.
We expect that new services and technologies applicable to our industry will continue to emerge, and these new services and technologies may be superior to, or render obsolete, the technologies we currently utilize in our products and services.
Some of our operations, including a significant portion of our software development operations, are located outside of the United States, which subjects us to additional risks. A significant portion of our software development operations are based in Shanghai, China.
Some of our operations are located outside of the United States, which subjects us to additional risks. A significant portion of our software development operations were based in Shanghai, China and have been or are being relocated to locations in and outside of the United States.
We would also likely have to pay (or indemnify the banks that issue our products and services which includes cards) fines, penalties and/or other assessments imposed by Visa or Mastercard as a result of any data security breach. Further, a significant data security breach could lead to additional regulation, which could impose new and costly compliance obligations.
We would also likely have to pay (or indemnify the banks that issue our products and services which includes cards) fines, penalties and/or other assessments imposed by the networks such as Visa or Mastercard as a result of any data security breach.
Additionally, as a result of our international operations, we face numerous other challenges and risks, including, but not limited to: • increased complexity and costs of managing international operations; • regional economic and geopolitical instability and military conflicts; • limited protection of our intellectual property and other assets; • compliance with and unanticipated changes in local laws and regulations, including tax laws and regulations; • foreign currency exchange fluctuations relating to our international operating activities; • local business and cultural factors that differ from our normal standards and practices; and • differing employment practices and labor relations. 21 Table of Contents REGULATORY AND LEGAL RISKS As a bank holding company, we are subject to extensive and potentially changing regulation and are required to serve as a source of strength for Green Dot Bank.
Additionally, we face numerous other challenges and risks, including, but not limited to: • increased complexity and costs of managing international operations, including regulatory compliance; • regional economic and geopolitical instability and military conflicts; • limited protection of our intellectual property and other assets; • compliance with and unanticipated changes in local laws and regulations, including tax laws and regulations; • foreign currency exchange fluctuations relating to our international operating activities; • local business and cultural factors that differ from our normal standards and practices; and • differing employment practices and labor relations.
For example, in July 2024 we and our subsidiary bank entered into the Consent Order, including a civil money penalty of $44 million, with the Federal Reserve Board as further discussed in the " As a bank holding company, we are subject to extensive and potentially changing regulation and are required to serve as a source of strength for Green Dot Bank " risk factor above.
For example, in July 2024 we and our subsidiary bank entered into the Consent Order, including a civil money penalty of $44 million, with the Federal Reserve Board as further discussed in the " As a bank holding company, we are subject to extensive and potentially changing regulations and regulatory expectations, which may limit our ability to pursue business opportunities and increase compliance challenges " risk factor above.
As of December 31, 2024, we had assets subject to settlement risk of $616.2 million.
As of December 31, 2025, we had assets subject to settlement risk of $947.5 million.
In response to enhanced regulatory scrutiny, we have increased our investment in our regulatory and compliance infrastructure and will continue with further increases.
In response to enhanced regulatory scrutiny, we have increased our investment in our regulatory and compliance infrastructure and will continue with further increases. We expect heightened oversight of our compliance and other risk management capabilities will continue for the foreseeable future.
Such restrictions might limit our ability to pursue future business opportunities which we might otherwise consider, but which might fall outside the scope of permissible activities. U.S. bank regulatory agencies from time to time take supervisory actions under certain circumstances that restrict or limit a financial institution's activities, including in connection with examinations, which take place on a continual basis.
U.S. bank regulatory agencies from time to time take supervisory actions under certain circumstances that restrict or limit a financial institution's activities, including in connection with examinations, which take place on a continual basis. We are subject to significant legal restrictions on our ability to publicly disclose the existence of these actions or any of the related details.
Additionally, our U.S.-based employees, including our senior management team, work for us on an at-will basis and there is no assurance that any such employee will remain with us. Acquisitions or investments, or the failure to consummate such transactions, could disrupt our business and negatively impact our financial condition.
Additionally, our U.S.-based employees, including our senior management team, work for us on an at-will basis and there is no assurance that any such employee will remain with us. An impairment charge of goodwill or other intangible assets could have a negative impact on our financial condition and results of operations.
We may not keep pace with the rapid technological developments in the industries in which we compete and the larger electronic payments industry. The electronic payments industry is subject to rapid and significant technological changes. We cannot predict the effect of technological changes on our business.
We may not keep pace with the rapid technological developments in the industries in which we compete and the larger electronic payments industry. The electronic payments industry is subject to rapid and significant technological changes, and our ability to meet our customers' and partners' needs and expectations is key to our business success and financial results over the long term.
In this regard, such costs could make it more difficult to maintain the capital, leverage and other financial commitments at levels we have agreed to with the Federal Reserve Board and the Utah Department of Financial Institutions.
Further, an unfavorable resolution of litigation, proceedings or investigations against us could have a negative impact on our business, operating results, or financial condition. In this regard, such costs could make it more difficult to maintain the capital, leverage and other financial commitments at levels we have agreed to with the Federal Reserve Board and the Utah DFI.
Additionally, we cannot be certain that our insurance coverage will be adequate for data security liabilities actually incurred, will cover any indemnification claims against us relating to any incident, that insurance will continue to be available to us on reasonable terms, or that any insurer will not deny coverage as to any future claim. 20 Table of Contents The assertion of large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or large deductible or co-insurance requirements, could have a negative impact on our business, including our financial condition, operating results, and reputation.
Additionally, we cannot be certain that our insurance coverage will be adequate for data security liabilities actually incurred, will cover any indemnification claims against us relating to any incident, that insurance will continue to be available to us on reasonable terms, or that any insurer will not deny coverage as to any future claim.
As a result of these transactions, we have incurred additional debt service obligations in addition to normal operating expenses and planned capital expenditures.
In 2024 and 2025, we issued and sold senior unsecured notes in an aggregate principal amount of $65.0 million, all of which mature in September 2029. As a result of these transactions, we have incurred additional debt service obligations in addition to normal operating expenses and planned capital expenditures.
From time to time, federal and state legislators and regulatory authorities, including state attorney generals, increase their focus on the banking, consumer financial services and tax preparation industries and have in the past and may in the future propose and adopt new legislation or guidance that could result in significant adverse changes in the regulatory landscape for financial institutions and financial services companies.
From time to time, federal and state legislators and regulatory authorities, including state attorney generals and federal executive departments, increase their focus on the banking, consumer financial services and tax preparation industries and have commenced and may in the future commence formal and informal inquiries.
The loss of our intellectual property or the inability to secure or enforce our intellectual property rights or to defend successfully against an infringement action could negatively impact our business, results of operations, financial condition and prospects. 24 Table of Contents RISKS RELATED TO OUR CAPITAL NEEDS AND INDEBTEDNESS We might require additional capital to support our business in the future, and this capital might not be available on acceptable terms, or at all.
The loss of our intellectual property or the inability to secure or enforce our intellectual property rights or to defend successfully against an infringement action could negatively impact our business, results of operations, financial condition and prospects.
Any such restatement could result in a loss of public confidence in the reliability of our financial statements and sanctions imposed on us by the SEC. Our business could be negatively impacted by actions of stockholders. The actions of stockholders could negatively impact our business.
Any such restatement could result in a loss of public confidence in the reliability of our financial statements and sanctions imposed on us by the SEC. Our charter documents, Delaware law and our status as a bank holding company could discourage, delay or prevent a takeover that stockholders consider favorable.
Such restrictions may include not being able to engage in certain categories of new activities or acquire shares or control of other companies. The failure by Green Dot Bank to properly classify its deposits could have a negative impact on our financial condition.
The failure by Green Dot Bank to properly classify its deposits could have a negative impact on our financial condition.
We are subject to significant legal restrictions on our ability to publicly disclose the existence of these actions or any of the related details. In addition, as part of the regular examination process, our and Green Dot Bank's regulators may direct us or our subsidiaries to operate under various restrictions as a prudential matter.
In addition, as part of the regular examination process, our and Green Dot Bank's regulators may direct us or our subsidiaries to operate under various restrictions as a prudential matter. Such restrictions may include not being able to engage in certain categories of new activities or acquire shares or control of other companies.
Investments in new services and technologies or enhancements are inherently risky, and may not be successful or may have a negative impact on our business, financial condition and results of operations. Fraudulent and other illegal activity involving our products and services could negatively impact our financial position and results of operations.
Fraudulent and other illegal activity involving our products and services could negatively impact our financial position and results of operations.
An impairment charge of goodwill or other intangible assets could have a negative impact on our financial condition and results of operations. Our net goodwill and intangible assets represent a significant portion of our consolidated assets. Our net goodwill and intangible assets were $397.9 million as of December 31, 2024.
Our net goodwill and intangible assets represent a significant portion of our consolidated assets. Our net goodwill and intangible assets were $374.4 million as of December 31, 2025. Under generally accepted accounting principles in the United States, or ("U.S.
Further, an unfavorable resolution of litigation, proceedings or investigations against us could have a negative impact on our business, operating results, or financial condition.
The assertion of large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or large deductible or co-insurance requirements, could have a negative impact on our business, including our financial condition, operating results, and reputation.
Removed
In September and October 2024, we issued and sold senior unsecured notes in an aggregate principal amount of $50.0 million, and in February 2025, an additional aggregate principal amount of $15 million, all of which mature in September 2029.
Added
ITEM 1A. Risk Factors RISKS RELATED TO THE GREEN DOT MERGER AND THE PAYMENTS SALE Failure to complete the transactions contemplated by each of the Merger Agreement and the Separation Agreement could negatively affect our stock price and our future business and financial results.
Removed
We have in the past acquired, and we may acquire in the future, other businesses and technologies. Identifying suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to identify suitable candidates or successfully complete identified acquisitions.
Added
The Merger Agreement and the Separation Agreement each provide for a number of conditions that must be satisfied (or waived) in order to complete the transactions contemplated thereby, including the Green Dot Merger and the Payments Sale, respectively.
Removed
Further, the process of integrating an acquired business, product, service or technology can involve a number of special risks and challenges, including: • increased regulatory and compliance requirements; • implementation or remediation of controls, procedures and policies at the acquired company; • diversion of management time and focus from operation of our then-existing business; • integration and coordination of product, sales, marketing, program and systems management functions; • transition of the acquired company’s users and customers onto our systems; • integration of the acquired company’s systems and operations generally with ours; 26 Table of Contents • integration of employees from the acquired company into our organization; • loss or termination, including costs associated with the termination or replacement of employees; • liability for activities of the acquired company prior to the acquisition, including violations of law, commercial disputes, and tax and other known and unknown liabilities; and • increased litigation or other claims in connection with the acquired company, including claims brought by terminated employees, customers, former stockholders or other third parties.
Added
These conditions to the closing of such transactions may not be fulfilled in a timely manner or at all, and accordingly, such transactions may not be completed.
Removed
If we are unable to successfully integrate an acquired business or technology or otherwise address these special risks and challenges or other problems encountered in connection with an acquisition, we might not realize the anticipated benefits of that acquisition, we might incur unanticipated liabilities, or we might otherwise experience negative impacts to our business generally.
Added
If such transactions are not completed for any reason, including the failure to receive the required approvals of our or CommerceOne’s stockholders, there may be various adverse consequences, and we may experience negative reactions from the financial markets and from our customers and employees.
Removed
Furthermore, acquisitions and investments are often speculative in nature and the actual benefits we derive from them could be lower or take longer to materialize than we expect. In addition, to the extent we pay the consideration for any future acquisitions or investments in cash, it would reduce the amount of cash available to us for other purposes.
Added
For example, our business may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Green Dot Merger, the Payments Sale and other transactions contemplated by the Merger Agreement and the Separation Agreement, without realizing any of the anticipated benefits of completing the Green Dot Merger, the Payments Sale and such other transactions.
Removed
Future acquisitions or investments could also result in dilutive issuances of our equity securities or the incurrence of debt, contingent liabilities, amortization expenses, or goodwill impairment charges, any of which could negatively impact our financial condition and negatively impact our stockholders.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+2 added−0 removed15 unchanged
Biggest changeIf a cybersecurity incident is determined to be a material cybersecurity incident, our incident response plan and cybersecurity disclosure controls and procedures define the process to disclose such a material cybersecurity incident. As discussed above, these members of management report to the Risk Committee of our Board of Directors about cybersecurity threat risks, among other cybersecurity related matters. ITEM 2.
Biggest changeAs discussed above, these members of management report to the Risk Committee of our Board of Directors about cybersecurity threat risks, among other cybersecurity related matters. 32 Table of Contents ITEM 2. Properties Not applicable.
The Risk Committee regularly receives an overview from management of our cybersecurity risk management and strategy processes covering topics such as data security posture, results from third-party assessments, progress towards pre-determined risk-mitigation-related goals, our incident response plan, and material cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to such risks.
The Risk Committee regularly receives an overview from management of our cybersecurity risk management and strategy processes covering topics such as data security posture, results from third-party assessments, progress towards pre-determined risk- 31 Table of Contents mitigation-related goals, our incident response plan, and material cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to such risks.
We leverage the following guidelines and frameworks to develop and maintain our Information Security Program: Federal Financial Institutions Examination Council ("FFIEC") Information Security IT Examination Handbook, FFIEC Business Continuity Planning Handbook, FFIEC Cybersecurity Assessment Tool, the Payment Card Industry Data Security Standard (“PCI DSS”), Center for Internet Security Critical Security Controls, National Institute of Standards and Technology Special Publication 800 Series, ISO-27000 Standard and GLBA 501(b).
We leverage the following guidelines and frameworks to develop and maintain our Information Security Program: Federal Financial Institutions Examination Council ("FFIEC") Information Security IT Examination Handbook, FFIEC Business Continuity Planning Handbook, the Payment Card Industry Data Security Standard 30 Table of Contents (“PCI DSS”), Center for Internet Security Critical Security Controls, National Institute of Standards and Technology Special Publication 800 Series, ISO-27000 Standard and GLBA 501(b).
We routinely engage with assessors, consultants, auditors, and other third-parties, including by annually having an independent Qualified Security Assessor review our Information Security Program to help identify areas for continued focus, improvement and/or compliance, including undergoing annual compliance audits with respect to PCI DSS and SOC 2 compliance. 28 Table of Contents Our processes also address oversight and identification of cybersecurity risks from our use of third-party service providers.
We routinely engage with assessors, consultants, auditors, and other third-parties, including by annually having an independent Qualified Security Assessor review our Information Security Program to help identify areas for continued focus, improvement and/or compliance, including undergoing annual compliance audits with respect to PCI DSS and SOC 2 compliance.
This involves, among other things, conducting pre-engagement risk-based diligence, implementing contractual security and notification provisions, and ongoing monitoring as needed. Risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations, or financial condition.
Risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations, or financial condition.
Added
Our processes also address oversight and identification of cybersecurity risks from our use of third-party service providers. This involves, among other things, conducting pre-engagement risk-based diligence, implementing contractual security and notification provisions, and ongoing monitoring as needed.
Added
If a cybersecurity incident is determined to be a material cybersecurity incident, our incident response plan and cybersecurity disclosure controls and procedures define the process to disclose such a material cybersecurity incident.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed0 unchanged
Biggest changeITEM 3. Legal Proceedings Information with respect to this item may be found under the caption "Litigation and Claims" in Note 21—Commitments and Contingencies to the Consolidated Financial Statements included herein, which information is incorporated into this Item 3 by reference. ITEM 4. Mine Safety Disclosures Not applicable. 29 Table of Contents PART II
Biggest changeITEM 3. Legal Proceedings Information with respect to this item may be found under the caption "Litigation and Claims" in Note 21—Commitments and Contingencies to the Consolidated Financial Statements included herein, which information is incorporated into this Item 3 by reference. ITEM 4. Mine Safety Disclosures Not applicable. 33 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+2 added−0 removed4 unchanged
Biggest changeTotal Return to Stockholders (Includes reinvestment of dividends) Company/ Index Base Period 12/31/19 2020 2021 2022 2023 2024 Green Dot Corporation $ 100 $ 239 $ 156 $ 68 $ 42 $ 46 Russell 2000 $ 100 $ 120 $ 138 $ 110 $ 128 $ 143 S&P Smallcap 600 $ 100 $ 111 $ 141 $ 118 $ 137 $ 149 S&P Composite 1500 Financials $ 100 $ 98 $ 132 $ 119 $ 132 $ 172 31 Table of Contents ITEM 6. [Reserved]
Biggest changeTotal Return to Stockholders (Includes reinvestment of dividends) Company/ Index Base Period 12/31/20 2021 2022 2023 2024 2025 Green Dot Corporation $ 100 $ 65 $ 28 $ 18 $ 19 $ 23 Russell 2000 $ 100 $ 115 $ 91 $ 107 $ 119 $ 134 S&P Smallcap 600 $ 100 $ 127 $ 106 $ 123 $ 134 $ 142 S&P Composite 1500 Financials $ 100 $ 135 $ 121 $ 135 $ 175 $ 200 35 Table of Contents ITEM 6. [Reserved]
Although these withheld shares are not issued or considered common stock repurchases under our stock repurchase program, they are treated as common stock repurchases in our financial statements as they reduce the number of shares that would have been issued upon vesting. 30 Table of Contents Stock Performance Graph This performance graph shall not be deemed “filed” for purposes of section 18 of the Exchange Act, or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of Green Dot Corporation under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Although these withheld shares are not issued or considered common stock repurchases under our stock repurchase program, they are treated as common stock repurchases in our financial statements as they reduce the number of shares that would have been issued upon vesting. 34 Table of Contents Stock Performance Graph This performance graph shall not be deemed “filed” for purposes of section 18 of the Exchange Act, or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of Green Dot Corporation under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers In February 2022, our Board of Directors provided authorization to increase our stock repurchase limit to $100 million for any future repurchases. As of December 31, 2024, the remaining amount available under the current authorization totaled $4.5 million with no expiration date.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers In February 2022, our Board of Directors provided authorization to increase our stock repurchase limit to $100 million for any future repurchases. As of December 31, 2025, the remaining amount available under the current authorization totaled $4.5 million with no expiration date.
The graph and table below compare the cumulative total stockholder return of Green Dot Corporation Class A common stock, the Russell 2000 Index, the S&P Small Cap 600 Index, and the S&P Composite 1500 Financials Index for the period beginning on the close of trading on the NYSE on December 31, 2019 and ending on the close of trading on the NYSE on December 31, 2024.
The graph and table below compare the cumulative total stockholder return of Green Dot Corporation Class A common stock, the Russell 2000 Index, the S&P Small Cap 600 Index, and the S&P Composite 1500 Financials Index for the period beginning on the close of trading on the NYSE on December 31, 2020 and ending on the close of trading on the NYSE on December 31, 2025.
ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class A common stock is listed on the NYSE under the symbol “GDOT.” Holders of Record As of January 31, 2025, we had 41 holders of record of our Class A common stock.
ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class A common stock is listed on the NYSE under the symbol “GDOT.” Holders of Record As of January 31, 2026, we had 37 holders of record of our Class A common stock.
No shares of our Class A common stock were repurchased during the fourth quarter of 2024. For the majority of restricted stock units (including performance-based restricted stock units) granted, the number of shares issued on the date the restricted stock units vest is net of shares withheld to meet applicable tax withholding requirements.
For the majority of restricted stock units (including performance-based restricted stock units) granted, the number of shares issued on the date the restricted stock units vest is net of shares withheld to meet applicable tax withholding requirements.
Added
Furthermore, in connection with the proposed transactions with CommerceOne and Smith Ventures, the Merger Agreement and the Separation Agreement each contain certain restrictions that prohibit our payment of dividends.
Added
No shares of our Class A common stock were repurchased during the fourth quarter of 2025. 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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

120 edited+43 added−20 removed116 unchanged
Biggest changeOur effective tax rate for the year ended December 31, 2023 is higher than our statutory federal income tax rate primarily due to the expense associated with tax shortfalls from stock-based compensation, the expense related to nondeductible penalties, and higher expenses related to state taxes, net of federal benefits, partially offset by higher tax benefits from general business credits and cash value growth in bank owned life insurance policies.
Biggest changeOur effective tax rate for the year ended December 31, 2025 is lower than our statutory federal income tax rate primarily due to a reduction in the expense related to tax shortfalls from stock-based compensation, cash value growth in our banked owned life insurances policies, and a decrease in the reserve on our unrecognized tax benefits, partially offset by an increase in the amount of compensation expense subject to the IRC 162(m) limitation on the deductibility of certain executive compensation, a decrease in research and development tax credits, an increase in the valuation allowance on the deferred tax assets of our China subsidiary, an increase in nondeductible transaction related costs, an increase from our examination settlement with the IRS, and an increase in state income tax expense, net of federal benefits, primarily resulting from an increase in the valuation allowance on state deferred tax assets related to certain state tax attributes.
Segment profit reflects each segment's net revenue less direct costs, such as sales and marketing expenses, processing expenses, transaction losses and fraud management, and customer support and related expenses. Our operations are aggregated amongst three reportable segments: 1) Consumer Services, 2) Business to Business ("B2B") Services, and 3) Money Movement Services.
Segment profit reflects each segment's net revenue less direct costs, such as sales and marketing expenses, processing expenses, transaction losses and fraud management, and customer support and related expenses. Our operations are aggregated amongst three reportable segments: 1) Business to Business ("B2B") Services, 2) Consumer Services, and 3) Money Movement Services.
Cash Flows from Investing Activities Our $81.4 million of net cash provided by investing activities during the year ended December 31, 2024 primarily reflects net proceeds from sales and maturities of our available-for-sale investment securities of $221.1 million, partially offset by payments for property, equipment and internal-use software of $74.3 million, net changes in loans of $27.9 million, and capital contributions related to our investment in TailFin of $35.0 million.
Our $81.4 million of net cash provided by investing activities during the year ended December 31, 2024 primarily reflects net proceeds from sales and maturities of our available-for-sale investment securities of $221.1 million, partially offset by payments for property, equipment and internal-use software of $74.3 million, net changes in loans of $27.9 million, and capital contributions related to our investment in TailFin of $35.0 million.
In general, while increases in short-term interest rates benefit the yield we earn on our cash, certain of our BaaS partner arrangements allow for the BaaS partner to share in a significant portion of the interest earned from accountholder deposits (which are recorded as a reduction of revenue in our consolidated financial statements), and yields on our investment portfolio tend to lag interest rate increases as securities mature and proceeds are reinvested.
In general, while higher short-term interest rates benefit the yield we earn on our cash, certain of our BaaS partner arrangements allow for the BaaS partner to share in a significant portion of the interest earned from accountholder deposits (which are recorded as a reduction of revenue in our consolidated financial statements), and yields on our investment portfolio tend to lag interest rate increases as securities mature and proceeds are reinvested.
There were no conditions or events since December 31, 2024 which management believes would have changed our category as "well-capitalized." The definitions associated with the amounts and ratios below are as follows: Ratio Definition Tier 1 leverage ratio Tier 1 capital divided by average total assets Common equity Tier 1 capital ratio Common equity Tier 1 capital divided by risk-weighted assets Tier 1 capital ratio Tier 1 capital divided by risk-weighted assets Total risk-based capital ratio Total capital divided by risk-weighted assets Terms Definition Tier 1 capital and Common equity Tier 1 capital Includes common stock and retained earnings, adjusted for items primarily related to accumulated OCI, goodwill, deferred tax assets and intangibles.
There were no conditions or events since December 31, 2025 which management believes would have changed our category as "well-capitalized." The definitions associated with the amounts and ratios below are as follows: Ratio Definition Tier 1 leverage ratio Tier 1 capital divided by average total assets Common equity Tier 1 capital ratio Common equity Tier 1 capital divided by risk-weighted assets Tier 1 capital ratio Tier 1 capital divided by risk-weighted assets Total risk-based capital ratio Total capital divided by risk-weighted assets Terms Definition Tier 1 capital and Common equity Tier 1 capital Includes common stock and retained earnings, adjusted for items primarily related to accumulated OCI, goodwill, deferred tax assets and intangibles.
Non-cash expenses such as stock-based compensation, depreciation and amortization of long-lived assets, impairment charges and other non-recurring expenses that are not considered by our CODM when evaluating our overall consolidated financial results are excluded from our unallocated corporate expenses above. Refer to Note 24—Segment Information to the Consolidated Financial Statements included herein for a summary reconciliation.
Non-cash expenses such as stock-based compensation, depreciation and amortization of long-lived assets, impairment charges and other non-recurring expenses that are not considered by our CODM when evaluating our overall consolidated financial results are excluded from our unallocated corporate expenses above. Refer to Note 25—Segment Information to the Consolidated Financial Statements included herein for a summary reconciliation.
We review this metric as a measure of the size and scale of our tax refund processing platform and as an indicator of customer engagement and usage of its products and services. 36 Table of Contents Key components of our results of operations Operating Revenues We classify our operating revenues into the following four categories: Card Revenues and Other Fees — Card revenues consist of monthly maintenance fees, ATM fees, new card fees and other revenues.
We review this metric as a measure of the size and scale of our tax refund processing platform and as an indicator of customer engagement and usage of its products and services. 41 Table of Contents Key components of our results of operations Operating Revenues We classify our operating revenues into the following four categories: Card Revenues and Other Fees — Card revenues consist of monthly maintenance fees, ATM fees, new card fees and other revenues.
We believe that our current unrestricted cash and cash equivalents, cash flows from operations, borrowing capacity under our revolving line of credit, and net proceeds 48 Table of Contents from the issuance and sale of our senior unsecured notes will be sufficient to meet our working capital, capital expenditures, and any other capital needs for at least the next 12 months.
We believe that our current unrestricted cash and cash equivalents, cash flows from operations, borrowing capacity under our revolving line of credit, and net proceeds 54 Table of Contents from the issuance and sale of our senior unsecured notes will be sufficient to meet our working capital, capital expenditures, and any other capital needs for at least the next 12 months.
While our contractual commitments will have an impact on our future liquidity, we believe that we will be able to adequately fulfill these obligations through cash generated from operations and from our existing cash balances. 50 Table of Contents Statistical Disclosure by Bank Holding Companies The following section presents supplemental information for Bank Holding Companies.
While our contractual commitments will have an impact on our future liquidity, we believe that we will be able to adequately fulfill these obligations through cash generated from operations and from our existing cash balances. 56 Table of Contents Statistical Disclosure by Bank Holding Companies The following section presents supplemental information for Bank Holding Companies.
The estimate of fair value requires management to make a number of assumptions and projections, which could include, but would not be limited to, future revenues, earnings and the probability of certain outcomes. No impairment charges were recognized related to our intangible assets for the years ended December 31, 2024 and 2023.
The estimate of fair value requires management to make a number of assumptions and projections, which could include, but would not be limited to, future revenues, earnings and the probability of certain outcomes. No impairment charges were recognized related to our intangible assets for the years ended December 31, 2025 and 2024.
We completed our annual goodwill impairment test as of November 30, 2024 and concluded there was no impairment in any of our reporting units. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
We completed our annual goodwill impairment test as of November 30, 2025 and concluded there was no impairment in any of our reporting units. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Income Tax Expense Our income tax expense consists of the federal and state corporate income taxes accrued on income resulting from the sale of our products and services.
Income Tax Expense and Benefit Our income tax expense and benefit consists of the federal and state corporate income taxes accrued on income resulting from the sale of our products and services.
See Part I, Item 1A, "Risk Factors," for an additional discussion of risks related to macro-economic factors. 35 Table of Contents Consolidated Key Metrics We review a number of metrics to help us monitor the performance of, and identify trends affecting, our business.
See Part I, Item 1A, "Risk Factors," for an additional discussion of risks related to macro-economic factors. 40 Table of Contents Consolidated Key Metrics We review a number of metrics to help us monitor the performance of, and identify trends affecting, our business.
As of December 31, 2024 and 2023, we and Green Dot Bank were categorized as "well-capitalized" under applicable regulatory standards. To be categorized as "well-capitalized," we and Green Dot Bank must maintain specific total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below.
As of December 31, 2025 and 2024, we and Green Dot Bank were categorized as "well-capitalized" under applicable regulatory standards. To be categorized as "well-capitalized," we and Green Dot Bank must maintain specific total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below.
The amount and timing of these payments and the related cash outflows in future periods is difficult to predict and is dependent on a number of factors including the rate of change of computer hardware and software used in our business and our business outlook as a result of macro-economic uncertainties.
The amount and timing of these investments and the related cash outflows in future periods is difficult to predict and is dependent on a number of factors including the rate of change of computer hardware and software used in our business and our business outlook as a result of macro-economic uncertainties.
Cash Flows from Operating Activities Our $81.4 million of net cash provided by operating activities during the year ended December 31, 2024 principally resulted from $26.7 million of net losses, adjusted for certain non-cash operating expenses of $170.3 million, and a decrease in net working capital assets and liabilities of $62.2 million, which includes the payment of $44 million for the civil money penalty included in the Consent Order.
Our $81.4 million of net cash provided by operating activities during the year ended December 31, 2024 principally resulted from $26.7 million of net loss, adjusted for certain non-cash operating expenses of $170.3 million, and a decrease in net working capital assets and liabilities of $62.2 million, which includes the payment of $44 million for the civil money penalty included in the Consent Order.
See Note 14—Income Taxes to the Consolidated Financial Statements included herein for a discussion of the significant tax differences that impacted our effective tax rate. 38 Table of Contents Critical Accounting Estimates We prepare our consolidated financial statements in accordance with U.S. GAAP.
See Note 14—Income Taxes to the Consolidated Financial Statements included herein for a discussion of the significant tax differences that impacted our effective tax rate. Critical Accounting Estimates We prepare our consolidated financial statements in accordance with U.S. GAAP.
As a result of these decreases in each of our key metrics, our monthly maintenance fee revenues, new card fee revenues, ATM fee revenues and interchange revenues decreased year-over-year.
As a result of these decreases in each of our key metrics, our monthly maintenance fee revenues, ATM fee revenues and interchange revenues decreased year-over-year.
Other Sources of Liquidity Senior Unsecured Notes In September and October 2024, we issued and sold senior unsecured notes (the "Notes") in an aggregate principal amount of $50 million. The Notes have a five-year term, maturing September 15, 2029. The principal amounts bear interest at a fixed rate of 8.75% per annum, payable semi-annually in arrears.
Other Sources of Liquidity Senior Unsecured Notes In 2024 and 2025, we issued and sold senior unsecured notes (the "Notes") in an aggregate principal amount of $65 million. The Notes have a five-year term, maturing September 15, 2029. The principal amounts bear interest at a fixed rate of 8.75% per annum, payable semi-annually in arrears.
Cash Flows from Financing Activities Our $743.1 million of net cash provided by financing activities for the year ended December 31, 2024 was principally the result of a net increase in customer deposits of $718.0 million and a net increase in obligations to customers of $35.6 million. Refer to additional discussion below for our borrowings and repayments of debt.
Our $743.1 million of net cash provided by financing activities for the year ended December 31, 2024 was principally the result of a net increase in customer deposits of $718.0 million, and a net increase in settlement assets and obligations to customers of $35.6 million. Refer to additional discussion below for our borrowings and repayments of debt.
Unallocated corporate expenses for the year ended December 31, 2024 increased by approximately 9% over the prior year comparable period.
Unallocated corporate expenses for the year ended December 31, 2025 increased by approximately 9% over the prior year comparable period.
As of December 31, 2024, our primary source of liquidity was unrestricted cash and cash equivalents totaling $1.6 billion. We also consider our $2.0 billion of investment securities available-for-sale to be highly-liquid instruments. We use trend and variance analysis as well as our detailed budgets and forecasts to project future cash needs, making adjustments to the projections when needed.
As of December 31, 2025, our primary source of liquidity was unrestricted cash and cash equivalents totaling $1.4 billion. We also consider our $2.5 billion of investment securities available-for-sale to be highly-liquid instruments. We use trend and variance analysis as well as our detailed budgets and forecasts to project future cash needs, making adjustments to the projections when needed.
Revenues within our Corporate and Other segment were driven primarily by net interest income earned by Green Dot Bank, which increased by 67% for the year ended December 31, 2024 from the prior year comparable period.
Revenues within our Corporate and Other segment were driven primarily by net interest income earned by Green Dot Bank, which increased by 44% for the year ended December 31, 2025 from the prior year comparable period.
Our time deposits portfolio in excess of FDIC limits is not material at December 31, 2024.
Our time deposits portfolio in excess of FDIC limits is not material at December 31, 2025.
Revenues within our Corporate and Other segment were driven primarily by an increase in net interest income, which increased by 67% for the year ended December 31, 2024 from the prior year comparable period.
Revenues within our Corporate and Other segment were driven primarily by an increase in net interest income, which increased by 43% for the year ended December 31, 2025 from the prior year comparable period.
Our effective income tax rate may differ from the 21% U.S. federal statutory rate due to a number of factors, including state income taxes, general business credits, non-deductible expenses and penalties, increases or decreases in valuation allowances and liabilities for uncertain tax positions, excess tax benefits or shortfalls on stock compensation awards, audit developments, and legislative changes.
Our effective income tax rate may differ from the 21% U.S. federal statutory rate due to a number of factors, including state income taxes, research and development tax credits, non-deductible expenses and penalties, increases or decreases in valuation allowances and liabilities for uncertain tax positions, excess tax benefits or shortfalls on stock compensation awards, audit developments, and 43 Table of Contents legislative changes.
Such omitted discussion can be found under "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 29, 2024.
Such omitted discussion can be found under "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 4, 2025.
Although the number of tax refunds processed decreased by 2% during the year ended December 31, 2024, our tax processing revenues increased due to a favorable mix-shift in the distribution channel in which the tax refund was processed and from the expansion of our taxpayer advance programs.
Although the number of tax refunds processed decreased by 13% during the year ended December 31, 2025, our tax processing revenues increased due to the expansion of our taxpayer advance programs and a favorable mix-shift in the distribution channel in which the tax refund was generated.
As a result of these factors, our segment profit for the year ended December 31, 2024 increased by approximately 19% from the prior year comparable period.
As a result of these factors, our segment profit for the year ended December 31, 2025 increased by approximately 22% from the prior year comparable period.
Refer to " Part I, Item 1. Business " for more detailed information about our operations and Note 24—Segment Information to the Consolidated Financial Statements.
Refer to " Part I, Item 1. Business " for more detailed information about our operations and Note 25—Segment Information to the Consolidated Financial Statements included herein.
Management’s Discussion and Analysis of Financial Condition and Results of Operations This Annual Report on Form 10-K, including this Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933, as amended, (the "Securities Act") and the Securities Exchange Act of 1934, as amended, (the “Exchange Act”).
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations This Annual Report on Form 10-K, including this Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act and the Exchange Act.
In addition, our interchange rate declined due to a mix-shift toward categories of consumer purchases with lower effective rates, as well as a decrease in breakage revenue on our gift card portfolios for each of the comparable periods.
In addition, our interchange rate declined due to a mix-shift toward categories of consumer purchases with lower effective rates, as well as a decrease in breakage revenue on our gift card portfolio for the comparable periods, as the program has been discontinued.
In our Consumer Services segment, revenues decreased during the year ended December 31, 2024 by 19% from the prior year comparable period.
In our Consumer Services segment, revenues decreased during the year ended December 31, 2025 by 9% from the prior year comparable period.
The growth in gross dollar volume was driven primarily by certain BaaS programs that do not generate interchange fees and resulted in a net increase in segment revenue due to higher program management service fees earned from these BaaS partners, partially offset by the non-renewals of certain other BaaS partners in prior periods.
The growth in gross dollar volume was driven primarily by certain BaaS programs that do not generate interchange fees and resulted in a net increase in segment revenue due to higher program management service fees earned from these BaaS partners.
Key Financial and Credit Ratios The following tables show certain of Green Dot Bank’s key financial and credit ratios for the years ended December 31, 2024, 2023, and 2022: December 31, 2024 December 31, 2023 December 31, 2022 Net return on assets 1.3 % 2.3 % 3.3 % Net return on equity 48.7 104.2 79.2 Equity to assets ratio 2.7 2.2 4.2 Allowance for credit losses to total loans outstanding 35.4 27.2 29.8 Nonaccrual loans to total loans outstanding 5.1 6.1 7.3 Allowance for credit losses to nonaccrual loans 691.7 442.1 405.4 December 31, 2024 December 31, 2023 December 31, 2022 Net charge-offs during the period to average loans outstanding: (In thousands) Consumer Net charge-off during the period $ 17,222 $ 20,111 $ 25,521 Average amount outstanding 9,718 10,036 16,337 Secured credit card Net charge-off during the period 4,181 3,895 3,308 Average amount outstanding 13,302 12,398 10,924 53 Table of Contents
Key Financial and Credit Ratios The following tables show certain of Green Dot Bank’s key financial and credit ratios for the years ended December 31, 2025, 2024, and 2023: December 31, 2025 December 31, 2024 December 31, 2023 Net return on assets 1.2 % 1.3 % 2.3 % Net return on equity 29.7 48.7 104.2 Equity to assets ratio 4.1 2.7 2.2 Allowance for credit losses to total loans outstanding 27.4 35.4 27.2 Nonaccrual loans to total loans outstanding 2.4 5.1 6.1 Allowance for credit losses to nonaccrual loans 1,147.3 691.7 442.1 December 31, 2025 December 31, 2024 December 31, 2023 Net charge-offs during the period to average loans outstanding: (In thousands) Consumer Net charge-off during the period $ 16,571 $ 17,222 $ 20,111 Average amount outstanding 9,585 9,718 10,036 Secured credit card Net charge-off during the period 3,368 4,181 3,895 Average amount outstanding 11,174 13,302 12,398 59 Table of Contents
The average number of active accounts for the year ended December 31, 2024 increased by 15% over the prior year comparable period.
The average number of active accounts for the year ended December 31, 2025 increased by 11% over the prior year comparable period.
Our remaining leases have terms of less than 1 year to approximately 8 years, subject to renewal options of varying terms, and as of December 31, 2024, we had a total lease liability of $11.1 million. See Note 20—Leases to the Consolidated Financial Statements included herein for additional information regarding our lease liabilities as of December 31, 2024.
Our remaining leases have terms between approximately 1 and 7 years, subject to renewal options of varying terms, and as of December 31, 2025, we had a total lease liability of $1.9 million. See Note 20—Leases to the Consolidated Financial Statements included herein for additional information regarding our lease liabilities as of December 31, 2025.
Additionally, we may make periodic cash contributions to our subsidiary bank, Green Dot Bank, to maintain its capital, leverage and other financial commitments at levels we have agreed to with our regulators.
Additionally, we have made and may further make periodic cash contributions to our subsidiary bank, Green Dot Bank, to maintain its capital, leverage and other financial commitments at levels we have agreed to with our regulators. We may need to increase the size of our cash contributions to Green Dot Bank to maintain its capital, leverage and other financial commitments.
We have seen reductions in our processing expenses from our processor conversion and expect the implementation of our card management platform will allow us to continue to realize reductions in our processing expenses as we seek to expand account programs.
We are benefiting from synergies achieved through our processor conversion in 2024 and expect the implementation of our card management platform will allow us to continue to realize reductions in our processing expenses as we seek to expand account programs.
We are monitoring legislative developments and continuing to evaluate the potential impact of Pillar Two on our 34 Table of Contents consolidated financial statements, but we do not expect that it will have a material impact on our results of operations in future periods.
The results of this legislation did not have a material impact on the Consolidated Financial Statements included herein. We are monitoring further legislative developments and continuing to evaluate the potential future impact of Pillar Two on our consolidated financial statements, but do not expect it will have any material impact on our results of operations in future periods.
See Note 9—Goodwill and Intangible Assets to the Consolidated Financial Statements included herein for more information. 39 Table of Contents Results of Operations Pursuant to instruction 1 of the instructions to paragraph 303(b) of Regulation S-K, discussion of the results of operations for the fiscal year ended December 31, 2023 to fiscal year ended December 31, 2022 has been omitted.
See Note 14—Income Taxes to the Consolidated Financial Statements included herein for more information. 44 Table of Contents Results of Operations Pursuant to instruction 1 of the instructions to paragraph 303(b) of Regulation S-K, discussion of the results of operations for the fiscal year ended December 31, 2024 to fiscal year ended December 31, 2023 has been omitted.
The standardized risk weights are prescribed in the bank capital rules and reflect regulatory judgment regarding the riskiness of a type of asset or exposure 47 Table of Contents The actual amounts and ratios, and required "well-capitalized" minimum capital amounts and ratios at December 31, 2024 and 2023, were as follows: December 31, 2024 Amount Ratio Regulatory Minimum "Well-capitalized" Minimum (In thousands, except ratios) Green Dot Corporation: Tier 1 leverage $ 760,571 15.0 % 4.0 % n/a Common equity Tier 1 capital $ 760,571 42.6 % 4.5 % n/a Tier 1 capital $ 760,571 42.6 % 6.0 % 6.0 % Total risk-based capital $ 782,207 43.8 % 8.0 % 10.0 % Green Dot Bank: Tier 1 leverage $ 362,697 7.3 % 4.0 % 5.0 % Common equity Tier 1 capital $ 362,697 28.2 % 4.5 % 6.5 % Tier 1 capital $ 362,697 28.2 % 6.0 % 8.0 % Total risk-based capital $ 370,207 28.8 % 8.0 % 10.0 % December 31, 2023 Amount Ratio Regulatory Minimum "Well-capitalized" Minimum (In thousands, except ratios) Green Dot Corporation: Tier 1 leverage $ 730,459 17.9 % 4.0 % n/a Common equity Tier 1 capital $ 730,459 38.0 % 4.5 % n/a Tier 1 capital $ 730,459 38.0 % 6.0 % 6.0 % Total risk-based capital $ 749,623 39.0 % 8.0 % 10.0 % Green Dot Bank: Tier 1 leverage $ 404,559 9.8 % 4.0 % 5.0 % Common equity Tier 1 capital $ 404,559 27.8 % 4.5 % 6.5 % Tier 1 capital $ 404,559 27.8 % 6.0 % 8.0 % Total risk-based capital $ 412,966 28.4 % 8.0 % 10.0 % Liquidity and Capital Resources The following table summarizes our major sources and uses of cash for the periods presented: Year Ended December 31, 2024 2023 (In thousands) Total cash provided by (used in) Operating activities $ 81,383 $ 97,519 Investing activities 81,402 33,157 Financing activities 743,148 (264,019) Increase (decrease) in unrestricted cash, cash equivalents and restricted cash $ 905,933 $ (133,343) During the years ended December 31, 2024 and 2023, we financed our operations primarily through our cash flows provided by operating activities and customer funds held on deposit, and, from time to time, our short-term working capital activities through our borrowings under our credit facility.
The standardized risk weights are prescribed in the bank capital rules and reflect regulatory judgment regarding the riskiness of a type of asset or exposure 53 Table of Contents The actual amounts and ratios, and required "well-capitalized" minimum capital amounts and ratios at December 31, 2025 and 2024, were as follows: December 31, 2025 Amount Ratio Regulatory Minimum "Well-capitalized" Minimum (In thousands, except ratios) Green Dot Corporation: Tier 1 leverage $ 653,063 11.9 % 4.0 % n/a Common equity Tier 1 capital $ 653,063 32.9 % 4.5 % n/a Tier 1 capital $ 653,063 32.9 % 6.0 % 6.0 % Total risk-based capital $ 677,794 34.1 % 8.0 % 10.0 % Green Dot Bank: Tier 1 leverage $ 449,328 8.4 % 4.0 % 5.0 % Common equity Tier 1 capital $ 449,328 29.7 % 4.5 % 6.5 % Tier 1 capital $ 449,328 29.7 % 6.0 % 8.0 % Total risk-based capital $ 456,957 30.3 % 8.0 % 10.0 % December 31, 2024 Amount Ratio Regulatory Minimum "Well-capitalized" Minimum (In thousands, except ratios) Green Dot Corporation: Tier 1 leverage $ 760,571 15.0 % 4.0 % n/a Common equity Tier 1 capital $ 760,571 42.6 % 4.5 % n/a Tier 1 capital $ 760,571 42.6 % 6.0 % 6.0 % Total risk-based capital $ 782,207 43.8 % 8.0 % 10.0 % Green Dot Bank: Tier 1 leverage $ 362,697 7.3 % 4.0 % 5.0 % Common equity Tier 1 capital $ 362,697 28.2 % 4.5 % 6.5 % Tier 1 capital $ 362,697 28.2 % 6.0 % 8.0 % Total risk-based capital $ 370,207 28.8 % 8.0 % 10.0 % Liquidity and Capital Resources The following table summarizes our major sources and uses of cash for the periods presented: Year Ended December 31, 2025 2024 (In thousands) Total cash provided by (used in) Operating activities $ 138,557 $ 81,383 Investing activities (450,533) 81,402 Financing activities 141,275 743,148 (Decrease) increase in unrestricted cash, cash equivalents and restricted cash $ (170,701) $ 905,933 During the years ended December 31, 2025 and 2024, we financed our operations primarily through our cash flows provided by operating activities and customer funds held on deposit, borrowings from our senior unsecured notes and, from time to time, our short-term working capital activities through our borrowings under our credit facility.
Our consolidated total operating revenues increased year-over-year due to the continued growth of certain BaaS partner programs, which generated an increase in our total gross dollar volume of 33% for the year ended December 31, 2024.
Continued growth of certain BaaS partner programs generated an increase of 18% in our total gross dollar volume for the year ended December 31, 2025 over the prior year comparable period, which increased our total operating revenues year-over-year.
Our $97.5 million of net cash provided by operating activities during the year ended December 31, 2023 principally resulted from $6.7 million of net income, adjusted for certain non-cash operating expenses of $158.9 million, and a decrease in net working capital assets and liabilities of $68.1 million.
Cash Flows from Operating Activities Our $138.6 million of net cash provided by operating activities during the year ended December 31, 2025 principally resulted from $98.9 million of net losses, adjusted for certain non-cash operating expenses of $258.5 million, and a decrease in net working capital assets and liabilities of $21.1 million.
We have used cash to acquire businesses and technologies and we anticipate that we may continue to do so in the future. The nature of these transactions, however, makes it difficult to predict the amount and timing of such cash requirements.
We expect to fund these capital expenditures primarily through our cash flows provided by operating activities. We have used cash to acquire businesses and technologies and we anticipate that we may continue to do so in the future. The nature of these transactions, however, makes it difficult to predict the amount and timing of such cash requirements.
The increase in segment revenues for the year ended December 31, 2024 was driven primarily by an increase in our tax processing revenues, partially offset by a decrease in cash transfer revenues.
The increase in revenues was driven primarily by an increase in our tax processing revenues, partially offset by a decrease in cash transfer revenues.
Comparison of Consolidated Results for the Years Ended December 31, 2024 and 2023 Operating Revenues The following table presents a breakdown of our operating revenues among card revenues and other fees, cash processing revenues, interchange revenues and net interest income: Year Ended December 31, 2024 2023 Amount % of Total Operating Revenues Amount % of Total Operating Revenues (In thousands, except percentages) Operating revenues: Card revenues and other fees $ 1,231,458 71.4 % $ 1,007,565 67.1 % Cash processing revenues 231,753 13.4 225,416 15.0 Interchange revenues 198,300 11.6 231,003 15.4 Interest income, net 62,365 3.6 37,344 2.5 Total operating revenues $ 1,723,876 100.0 % $ 1,501,328 100.0 % Card Revenues and Other Fees — Card revenues and other fees totaled $1.2 billion for the year ended December 31, 2024, an increase of $223.9 million, or 22%, from the comparable prior year period.
Comparison of Consolidated Results for the Years Ended December 31, 2025 and 2024 Operating Revenues The following table presents a breakdown of our operating revenues among card revenues and other fees, cash processing revenues, interchange revenues and net interest income: Year Ended December 31, 2025 2024 Amount % of Total Operating Revenues Amount % of Total Operating Revenues (In thousands, except percentages) Operating revenues: Card revenues and other fees $ 1,565,932 75.3 % $ 1,231,458 71.4 % Cash processing revenues 240,186 11.5 231,753 13.4 Interchange revenues 184,595 8.9 198,300 11.6 Interest income, net 89,778 4.3 62,365 3.6 Total operating revenues $ 2,080,491 100.0 % $ 1,723,876 100.0 % Card Revenues and Other Fees — Card revenues and other fees totaled $1.6 billion for the year ended December 31, 2025, an increase of $334.4 million, or 27%, from the comparable prior year period.
Costs associated with professional services, depreciation and amortization of our property and equipment, amortization of our acquired intangible assets, impairment charges of long-lived assets, rent and utilities vary based upon our investment in infrastructure, business development, risk management and internal controls and are generally not correlated with our operating revenues or other transaction metrics.
Costs associated with professional services, depreciation and amortization of our property and equipment, amortization of our acquired intangible assets, impairment charges of long-lived assets, rent and utilities that vary based upon our investment in infrastructure, business development, risk management, internal controls and activities relating to acquisitions, divestitures and other strategic transactions, such as our strategic review process and the proposed transactions with CommerceOne and Smith Ventures, are generally not correlated with our operating revenues or other transaction metrics.
We believe the following measures are the primary indicators of our revenues: Year Ended December 31, Year Ended December 31, 2024 2023 Change % 2023 2022 Change % (In millions, except percentages) Gross dollar volume $ 131,640 $ 99,204 $ 32,436 32.7 % $ 99,204 $ 73,484 $ 25,720 35.0 % Number of active accounts* 3.67 3.57 0.10 2.8 % 3.57 4.15 (0.58) (14.0) % Purchase volume $ 20,325 $ 22,514 $ (2,189) (9.7) % $ 22,514 $ 26,687 $ (4,173) (15.6) % Number of cash transfers 32.28 33.86 (1.58) (4.7) % 33.86 36.06 (2.2) (6.1) % Number of tax refunds processed 13.82 14.14 (0.32) (2.3) % 14.14 14.57 (0.43) (3.0) % * Represents the number of active accounts as of December 31, 2024 , 2023, and 2022 respectively.
We believe the following measures are the primary indicators of our revenues: Year Ended December 31, Year Ended December 31, 2025 2024 Change % 2024 2023 Change % (In millions, except percentages) Gross dollar volume $ 155,828 $ 131,640 $ 24,188 18.4 % $ 131,640 $ 99,204 $ 32,436 32.7 % Number of active accounts* 3.42 3.67 (0.25) (6.8) % 3.67 3.57 0.1 2.8 % Purchase volume $ 19,545 $ 20,325 $ (780) (3.8) % $ 20,325 $ 22,514 $ (2,189) (9.7) % Number of cash transfers 29.85 32.28 (2.43) (7.5) % 32.28 33.86 (1.58) (4.7) % Number of tax refunds processed 12.02 13.82 (1.80) (13.0) % 13.82 14.14 (0.32) (2.3) % * Represents the number of active accounts as of December 31, 2025 , 2024, and 2023, respectively.
The 2025 Revolving Facility matures in August 2026 and will bear interest at variable market rates, but subject to a minimum rate of 6.0% per annum.
The 2025 Revolving Facility matures in August 2026 and will bear interest at variable market rates, but subject to a minimum rate of 6.0% per annum. Interest payments are due monthly, and accrue based on the then-outstanding principal balance.
Our interchange rate declined due to a mix-shift toward categories of consumer purchases with lower effective rates. In addition, our interchange fees have both fixed and variable components, and as a result, the effective rate we earn may vary based on the size of transactions, among other factors.
In addition, our interchange fees have both fixed and variable components, and as a result, the effective rate we earn may vary based on the size of transactions, among other factors.
However, as discussed below, our total operating revenues were negatively impacted by unfavorable trends and factors in our deposit account programs that reduced the average number of consolidated active accounts, purchase volume and number of cash transfers for the year ended December 31, 2024 by 5% , 10% and 5%, respectively, from the prior year comparable period.
However, as discussed below, our total operating revenues for the year ended December 31, 2025 were negatively impacted by unfavorable trends and factors in certain deposit account programs, driving, among other things, a small reduction in the average number of consolidated active accounts, and a decrease in purchase volume and number of cash transfers of 4%, and 8%, respectively, from the prior year comparable period.
Our gross dollar volume, purchase volume, and the average number of active accounts during the year ended December 31, 2024 increased by 45%, 9%, and 15%, respectively, from the prior year comparable period.
Our gross dollar volume, purchase volume, and the average number of active accounts during the year ended December 31, 2025 increased by 22%, 1%, and 11%, respectively, over the prior year comparable period.
Accordingly, the net effect has had and we expect will continue to have a negative impact on our consolidated financial statements and will be dependent upon future interest rate changes enacted by the Federal Reserve. Further, the duration and magnitude of the continuing effects of macro-economic factors remain uncertain and dependent on various factors outside of our control.
Accordingly, the net effect has had and we expect will continue to have a negative impact on our consolidated financial statements and will be dependent upon future interest rate changes enacted by the Federal Reserve.
Distribution of Assets, Liabilities and Stockholders' Equity The following table presents average balance data and interest income and expense data for our banking operations, as well as the related interest yields and rates for the years ended December 31, 2024, 2023 and 2022: Year ended December 31, 2024 2023 2022 Average balance Interest income/ interest expense Yield/ rate Average balance Interest income/ interest expense Yield/ rate Average balance Interest income/ interest expense Yield/ rate (In thousands, except percentages) Assets Interest-bearing assets Loans (1) $ 37,193 $ 3,637 9.8 % $ 23,801 $ 2,315 9.7 % $ 19,608 $ 2,273 11.6 % Taxable investment securities 2,483,386 46,593 1.9 2,671,049 49,920 1.9 2,581,235 40,349 1.6 Non-taxable investment securities 29,229 806 2.8 29,491 814 2.8 27,852 727 2.6 Federal reserve stock 5,337 353 6.6 7,794 345 4.4 7,693 324 4.2 Fee advances 15,954 2,991 18.7 13,068 3,276 25.1 9,672 2,061 21.3 Cash 1,243,275 69,283 5.6 548,044 29,981 5.5 965,070 13,085 1.4 Total interest-bearing assets 3,814,374 123,663 3.2 % 3,293,247 86,651 2.6 % 3,611,130 58,819 1.6 % Non-interest bearing assets 459,564 311,643 258,260 Total assets $ 4,273,938 $ 3,604,890 $ 3,869,390 Liabilities Interest-bearing liabilities Checking accounts $ 66,106 $ 4,387 6.6 % $ 1,461 $ 7 0.5 % $ 2,204 $ 38 1.7 % Savings deposits 21,726 12 0.1 23,945 15 0.1 16,004 128 0.8 Time deposits, denominations greater than or equal to $250 1,640 54 3.3 1,320 26 2.0 1,833 40 2.2 Time deposits, denominations less than $250 4,258 110 2.6 3,599 56 1.6 3,313 31 0.9 Total interest-bearing liabilities 93,730 4,563 4.9 % 30,325 104 0.3 % 23,354 237 1.0 % Non-interest bearing liabilities 4,062,691 3,495,342 3,683,481 Total liabilities 4,156,421 3,525,667 3,706,835 Total stockholders' equity 117,517 79,223 162,555 Total liabilities and stockholders' equity $ 4,273,938 $ 3,604,890 $ 3,869,390 Net interest income/yield on earning assets $ 119,100 (1.7) % $ 86,547 2.3 % $ 58,582 0.6 % ___________ (1) Non-performing loans are included in the respective average loan balances.
Distribution of Assets, Liabilities and Stockholders' Equity The following table presents average balance data and interest income and expense data for our banking operations, as well as the related interest yields and rates for the years ended December 31, 2025, 2024 and 2023: Year ended December 31, 2025 2024 2023 Average balance Interest income/ interest expense Yield/ rate Average balance Interest income/ interest expense Yield/ rate Average balance Interest income/ interest expense Yield/ rate (In thousands, except percentages) Assets Interest-bearing assets Loans (1) $ 30,464 $ 5,564 18.3 % $ 37,193 $ 3,637 9.8 % $ 23,801 $ 2,315 9.7 % Taxable investment securities 2,237,366 49,725 2.2 2,483,386 46,593 1.9 2,671,049 49,920 1.9 Non-taxable investment securities 28,638 782 2.7 29,229 806 2.8 29,491 814 2.8 Federal reserve stock 6,660 489 7.3 5,337 353 6.6 7,794 345 4.4 Fee advances 22,554 4,116 18.2 15,954 2,991 18.7 13,068 3,276 25.1 Cash 1,798,936 84,667 4.7 1,243,275 69,283 5.6 548,044 29,981 5.5 Total interest-bearing assets 4,124,618 145,343 3.5 % 3,814,374 123,663 3.2 % 3,293,247 86,651 2.6 % Non-interest bearing assets 856,150 459,564 311,643 Total assets $ 4,980,768 $ 4,273,938 $ 3,604,890 Liabilities Interest-bearing liabilities Checking accounts $ 119,516 $ 5,196 4.3 % $ 66,106 $ 4,387 6.6 % $ 1,461 $ 7 0.5 % Savings deposits 19,328 11 0.1 21,726 12 0.1 23,945 15 0.1 Time deposits, denominations greater than or equal to $250 2,934 102 3.5 1,640 54 3.3 1,320 26 2.0 Time deposits, denominations less than $250 2,818 71 2.5 4,258 110 2.6 3,599 56 1.6 Total interest-bearing liabilities 144,596 5,380 3.7 % 93,730 4,563 4.9 % 30,325 104 0.3 % Non-interest bearing liabilities 4,631,025 4,062,691 3,495,342 Total liabilities 4,775,621 4,156,421 3,525,667 Total stockholders' equity 205,147 117,517 79,223 Total liabilities and stockholders' equity $ 4,980,768 $ 4,273,938 $ 3,604,890 Net interest income/yield on earning assets $ 139,963 (0.2) % $ 119,100 (1.7) % $ 86,547 2.3 % ___________ (1) Non-performing loans are included in the respective average loan balances.
Other Expense, net Other expense, net totaled $15.4 million for the year ended December 31, 2024, an increase of $10.4 million, or 207%, from the prior year comparable period.
Other Expense, net Other expense, net totaled $104.8 million for the year ended December 31, 2025, an increase of $89.4 million, or 582%, from the prior year comparable period.
Segment expenses decreased for the year ended December 31, 2024 by 1% from the comparable prior year period primarily from decreases in sales commissions from lower cash transfer revenues, partially offset by third-party costs and related expenses due to growth across our tax processing services. As a result of these factors, our segment profit increased by approximately 8% year-over-year.
Segment expenses increased for the year ended December 31, 2025 by 2% from the comparable prior year period primarily from an increase in third-party costs and related expenses due to growth across our tax processing services, partially offset by lower sales commissions from lower cash transfer revenues. Overall, segment profit increased by approximately 5% from the prior year comparable period.
Corporate and Other The results of operations and key metrics of our Corporate and Other segment for the years ended December 31, 2024 and 2023 were as follows: Year Ended December 31, 2024 2023 Change % (In thousands, except percentages) Financial Results Unallocated revenue and inter-segment eliminations $ 5,792 $ 2,513 $ 3,279 130.5 % Unallocated corporate expenses and inter-segment eliminations 217,262 199,308 17,954 9.0 % $ (211,470) $ (196,795) $ (14,675) 7.5 % 45 Table of Contents Revenues within Corporate and Other are comprised of net interest income, certain other investment income earned by our bank, interest profit sharing arrangements with certain BaaS partners (a reduction of revenue) and eliminations of inter-segment revenues.
Corporate and Other The results of operations and key metrics of our Corporate and Other segment for the years ended December 31, 2025 and 2024 were as follows: Year Ended December 31, 2025 2024 Change % (In thousands, except percentages) Financial Results Unallocated revenue and inter-segment eliminations $ 38,679 $ 5,792 $ 32,887 567.8 % Unallocated corporate expenses and inter-segment eliminations 236,841 217,262 19,579 9.0 % $ (198,162) $ (211,470) $ 13,308 (6.3) % 51 Table of Contents Revenues within Corporate and Other are comprised of net interest income, certain other investment income earned by our bank, interest profit sharing arrangements with certain BaaS partners (a reduction of revenue) and eliminations of inter-segment revenues.
As additional supplemental information, our key metrics within our Consumer Services segment is presented on a quarterly basis as follows: 2024 2023 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 (In millions) Key Metrics Gross dollar volume 4,060 3,983 4,014 4,500 4,290 4,619 5,122 5,677 Number of active accounts* 1.88 1.78 1.76 1.93 2.05 2.16 2.35 2.41 Direct deposit active accounts* 0.43 0.44 0.45 0.46 0.49 0.52 0.59 0.60 Purchase volume 3,082 2,904 3,036 3,339 3,312 3,553 3,984 4,344 * Represents number of active and direct deposit active accounts as of each period end.
As additional supplemental information, our key metrics within our Consumer Services segment is presented on a quarterly basis as follows: 2025 2024 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 (In millions) Key Metrics Gross dollar volume 3,603 3,637 3,925 4,238 4,060 3,983 4,014 4,500 Number of active accounts* 1.49 1.62 1.67 1.80 1.88 1.78 1.76 1.93 Direct deposit active accounts* 0.39 0.40 0.41 0.41 0.43 0.44 0.45 0.46 Purchase volume 2,670 2,730 2,991 3,127 3,082 2,904 3,036 3,339 * Represents number of active and direct deposit active accounts as of each period end.
Our net interest income and our net interest margin fluctuate based on changes in the federal funds interest rates and changes in the amount and composition of our interest-bearing assets and liabilities. 37 Table of Contents Operating Expenses We classify our operating expenses into the following four categories: Sales and Marketing Expenses — Sales and marketing expenses consist primarily of the commissions we pay to our retail distributors, brokers and partners, advertising and marketing expenses, and the costs of manufacturing and distributing card packages, placards and promotional materials to our retail distributors and personalized debit cards to consumers who have activated their cards.
Operating Expenses We classify our operating expenses into the following categories: Sales and Marketing Expenses — Sales and marketing expenses consist primarily of the commissions we pay to our retail distributors, brokers and partners, advertising and marketing expenses, and the costs of manufacturing and distributing card packages, placards and promotional materials to our retail distributors and personalized debit 42 Table of Contents cards to consumers who have activated their cards.
Segment expenses increased for the year ended December 31, 2024 from the comparable prior year period, principally due to higher processing expenses with the growth of certain BaaS account programs, as well as higher third-party call center support costs as a result of an increase in gross dollar volume and the number of active accounts.
Segment expenses increased for the year ended December 31, 2025 over the comparable prior year period, principally due to higher processing expenses associated with the growth of certain BaaS account programs and higher third-party call center support costs as a result of an increase in gross dollar volume and the number of active accounts, partially offset by a decrease in transaction losses due to favorable reductions in our dispute loss rates on a full year basis.
Outlook and Other Trends Affecting Our Business While we are still experiencing a difficult macro-economic environment, competitive headwinds and other factors that have contributed to declining trends in our consolidated operating results in recent periods, we expect our results of operations will stabilize on a year-over-year basis in 2025 based on our anticipated initiatives and cost reduction measures we have implemented.
Outlook and Other Trends Affecting Our Business While we are still experiencing a difficult macro-economic environment, competitive headwinds and other factors that have contributed to declining trends in our consolidated operating results in recent periods, excluding impacts from the proposed transactions with CommerceOne and Smith Ventures and other non-operating items, such as our equity method losses in TailFin, we continue to expect our core results of operations will stabilize on a full year basis year-over-year in 2026 based on our anticipated initiatives and cost-reduction measures we have implemented.
Interest Income, net — Net interest income totaled $62.4 million for the year ended December 31, 2024, an increase of $25.1 million, or 67%, from the comparable prior year period.
Interest Income, net — Net interest income totaled $89.8 million for the year ended December 31, 2025, an increase of $27.4 million, or 43%, from the comparable prior year period.
Our gross dollar volume, purchase volume, the average number of active accounts and the average number of direct deposit active accounts across the year decreased during the year ended December 31, 2024 by 16%, 19%, 18% and 19%, respectively, from the comparable prior year period, primarily from each of the several factors discussed above in "Overview." These factors include macro-economic factors affecting consumer behavior and other competitive trends that have impacted acquisition at retail locations, our decision to wind-down many of our legacy accountholder programs in support of GO2bank, as well as the non-renewal of one of our retail partner programs in a prior period.
Our gross dollar volume and purchase volume each decreased during the year ended December 31, 2025 by 7% from the comparable prior year period, and the average number of active accounts and average number of direct deposit active accounts across the year each decreased by 10%, primarily due to each of the factors discussed above in "Overview." These factors include macro-economic factors affecting consumer behavior and other competitive trends that have impacted acquisition at retail locations.
Despite the meaningful reductions to our cost structure we have achieved across our organization through our various initiatives, we are incurring increased expenses in other areas, as we have incurred additional expenses in connection with our continued investments in our AML program, including improvements to our compliance controls, policies and procedures.
Despite the meaningful reductions in our cost structure that we have achieved across our organization through our various completed and ongoing initiatives, we are incurring increased expenses in other areas as we endeavor to complete the proposed transactions with CommerceOne and Smith Ventures, incur or accrue for additional retention and officer compensation expenses and incur expenses in connection with our ongoing investments in our AML program, including improvements to our compliance controls, policies and procedures.
All of our loans due after one year are based upon fixed interest rates under the stated terms of the loan agreements: Due in one year or less Due after one year through five years Due after five years through fifteen years Due after fifteen years Total (In thousands) Residential $ 14 $ 518 $ 6,342 $ — $ 6,874 Commercial 2,585 — — — 2,585 Installment 1,029 807 3,604 — 5,440 Consumer 25,536 — — — 25,536 Secured credit card 9,068 — — — 9,068 Total fixed-income securities $ 38,232 $ 1,325 $ 9,946 $ — $ 49,503 52 Table of Contents Allocation of Reserve of Credit Losses The following table shows the reserve for credit losses allocated to each loan category: December 31, 2024 December 31, 2023 Amount Percent of loans in each category to total loans Amount Percent of loans in each category to total loans (In thousands, except percentages) Residential $ 83 0.5 % $ 67 0.6 % Commercial 38 0.2 31 0.3 Installment 59 0.3 66 0.6 Consumer 16,161 92.1 10,032 88.1 Secured credit card 1,201 6.9 1,187 10.4 Total $ 17,542 100.0 % $ 11,383 100.0 % Deposits The following table shows Green Dot Bank’s average deposits and the annualized average rate paid on those deposits for the years ended December 31, 2024, 2023, and 2022: December 31, 2024 December 31, 2023 December 31, 2022 Average Balance Weighted-Average Rate Average Balance Weighted-Average Rate Average Balance Weighted-Average Rate (In thousands, except percentages) Interest-bearing deposit accounts Checking accounts $ 66,106 6.6 % $ 1,461 0.5 % $ 2,204 1.7 % Savings deposits 21,726 0.1 23,945 0.1 16,004 0.8 Time deposits, denominations greater than or equal to $250 1,640 3.3 1,320 2.0 1,833 2.2 Time deposits, denominations less than $250 4,258 2.6 3,599 1.6 3,313 0.9 Total interest-bearing deposit accounts 93,730 4.9 % 30,325 0.3 % 23,354 1.0 % Non-interest bearing deposit accounts 3,746,910 3,220,323 3,286,137 Total deposits $ 3,840,640 $ 3,250,648 $ 3,309,491 Our aggregate deposits in denominations that met or exceeded FDIC limits were approximately $116 million, $228 million and $83 million as of December 31, 2024, 2023 and 2022, respectively.
All of our loans due after one year are based upon fixed interest rates under the stated terms of the loan agreements: Due in one year or less Due after one year through five years Due after five years through fifteen years Due after fifteen years Total (In thousands) Residential $ 157 $ 906 $ 6,670 $ — $ 7,733 Commercial 22,497 191 — — 22,688 Installment 315 1,833 3,668 — 5,816 Consumer 29,901 — — — 29,901 Secured credit card 10,615 — — — 10,615 Total fixed-income securities $ 63,485 $ 2,930 $ 10,338 $ — $ 76,753 58 Table of Contents Allocation of Reserve of Credit Losses The following table shows the reserve for credit losses allocated to each loan category: December 31, 2025 December 31, 2024 Amount Percent of loans in each category to total loans Amount Percent of loans in each category to total loans (In thousands, except percentages) Residential $ 89 0.4 % $ 83 0.5 % Commercial 29 0.1 38 0.2 Installment 63 0.3 59 0.3 Consumer 19,989 94.9 16,161 92.1 Secured credit card 883 4.3 1,201 6.9 Total $ 21,053 100.0 % $ 17,542 100.0 % Deposits The following table shows Green Dot Bank’s average deposits and the annualized average rate paid on those deposits for the years ended December 31, 2025, 2024, and 2023: December 31, 2025 December 31, 2024 December 31, 2023 Average Balance Weighted-Average Rate Average Balance Weighted-Average Rate Average Balance Weighted-Average Rate (In thousands, except percentages) Interest-bearing deposit accounts Checking accounts $ 119,516 4.3 % $ 66,106 6.6 % $ 1,461 0.5 % Savings deposits 19,328 0.1 21,726 0.1 23,945 0.1 Time deposits, denominations greater than or equal to $250 2,934 3.5 1,640 3.3 1,320 2.0 Time deposits, denominations less than $250 2,818 2.5 4,258 2.6 3,599 1.6 Total interest-bearing deposit accounts 144,596 3.7 % 93,730 4.9 % 30,325 0.3 % Non-interest bearing deposit accounts 4,218,332 3,746,910 3,220,323 Total deposits $ 4,362,928 $ 3,840,640 $ 3,250,648 Our aggregate deposits in denominations that met or exceeded FDIC limits were approximately $257 million, $116 million and $228 million as of December 31, 2025, 2024 and 2023, respectively.
Compensation and Benefits Expenses — Compensation and benefits expenses totaled $251.0 million for the year ended December 31, 2024, an increase of $12.5 million, or 5%, compared to the year ended December 31, 2023.
Compensation and Benefits Expenses — Compensation and benefits expenses totaled $254.4 million for the year ended December 31, 2025, an increase of $3.4 million, or 1%, compared to the year ended December 31, 2024.
The following table presents the amount of changes in interest income and interest expense due to changes in both average volume and average rate for the years ended: 51 Table of Contents December 31, 2024 December 31, 2023 Total Change in Interest Income/ Expense Change Due to Rate (1) Change Due to Volume (1) Total Change in Interest Income/ Expense Change Due to Rate (1) Change Due to Volume (1) (In thousands) Interest-earning assets Loans $ 1,322 $ 12 $ 1,310 $ 42 $ (128) $ 170 Taxable investment securities (3,327) 195 (3,522) 9,571 8,126 1,445 Non-taxable investment securities (8) (1) (7) 87 43 44 Federal reserve stock 8 22 (14) 21 17 4 Fee advances (285) (2,295) 2,010 1,215 406 809 Cash 39,302 570 38,732 16,896 19,701 (2,805) Change in interest income $ 37,012 $ (1,497) $ 38,509 $ 27,832 $ 28,165 $ (333) Interest-bearing liabilities Checking accounts $ 4,380 $ 68 $ 4,312 $ (31) $ (16) $ (15) Savings deposits (3) (2) (1) (113) (245) 132 Time deposits, denominations greater than or equal to $250 28 21 7 (14) (4) (10) Time deposits, denominations less than $250 54 42 12 25 22 3 Change in interest expense 4,459 129 4,330 (133) (243) 110 Change in net interest income and expense $ 32,553 $ (1,626) $ 34,179 $ 27,965 $ 28,408 $ (443) ___________ (1) The change in interest income and expense not solely due to changes in volume or rate has been allocated on a pro-rata basis to the volume and rate columns.
The following table presents the amount of changes in interest income and interest expense due to changes in both average volume and average rate for the years ended: 57 Table of Contents December 31, 2025 December 31, 2024 Total Change in Interest Income/ Expense Change Due to Rate (1) Change Due to Volume (1) Total Change in Interest Income/ Expense Change Due to Rate (1) Change Due to Volume (1) (In thousands) Interest-earning assets Loans $ 1,927 $ 2,435 $ (508) $ 1,322 $ 12 $ 1,310 Taxable investment securities 3,132 6,761 (3,629) (3,327) 195 (3,522) Non-taxable investment securities (24) (8) (16) (8) (1) (7) Federal reserve stock 136 42 94 8 22 (14) Fee advances 1,125 (77) 1,202 (285) (2,295) 2,010 Cash 15,384 (8,202) 23,586 39,302 570 38,732 Change in interest income $ 21,680 $ 951 $ 20,729 $ 37,012 $ (1,497) $ 38,509 Interest-bearing liabilities Checking accounts $ 809 $ (599) $ 1,408 $ 4,380 $ 68 $ 4,312 Savings deposits (1) — (1) (3) (2) (1) Time deposits, denominations greater than or equal to $250 48 3 45 28 21 7 Time deposits, denominations less than $250 (39) (3) (36) 54 42 12 Change in interest expense 817 (599) 1,416 4,459 129 4,330 Change in net interest income and expense $ 20,863 $ 1,550 $ 19,313 $ 32,553 $ (1,626) $ 34,179 ___________ (1) The change in interest income and expense not solely due to changes in volume or rate has been allocated on a pro-rata basis to the volume and rate columns.
The credit facility provided for a $100.0 million five-year revolving line of credit (the "2019 Revolving Facility"), which matured in October 2024. The proceeds of any borrowings under the 2019 Revolving Facility were used for working capital and other general corporate purposes, subject to the terms and conditions set forth in the credit agreement.
The proceeds of any borrowings under the 2019 Revolving Facility were used for working capital and other general corporate purposes, subject to the terms and 55 Table of Contents conditions set forth in the credit agreement.
Our estimated cash-back rewards are recorded as a reduction to card revenues and other fees on our consolidated statements of operations and as a component of other accrued liabilities on our consolidated balance sheets.
Our estimated cash-back rewards are recorded as a reduction to card revenues and other fees on our consolidated statements of operations and as a component of other accrued liabilities on our consolidated balance sheets. Our cash-back programs have declined, principally from our shift from our legacy products to our GO2bank product which does not have a cash rewards feature.
We intend to continue to invest in new products and programs, including GO2bank, new features for our existing products and IT infrastructure in order to scale and operate effectively to meet our strategic objectives.
We intend to continue to invest in new products and programs, new features for our existing products and IT infrastructure in order to scale and operate effectively to meet our strategic objectives. However, we expect our capital expenditures in 2026 to be lower compared to our annual investments in 2025.
Gross dollar volume and purchase volume declined for the year ended December 31, 2024 by 16% and 19%, respectively, and the average number of active accounts and direct deposit accounts for the fiscal year declined by 18% and 19%, respectively.
Gross dollar volume and purchase volume each declined for the year ended 37 Table of Contents December 31, 2025 by 7%, and the average number of active accounts and direct deposit accounts for the fiscal year declined by 10%.
As additional supplemental information, our key metrics within our B2B Services segment is presented on a quarterly basis as follows: 2024 2023 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 (In millions) Key Metrics Gross dollar volume 31,222 29,490 28,116 26,255 22,065 20,217 19,602 17,612 Number of active accounts* 1.79 1.68 1.65 1.58 1.52 1.51 1.36 1.43 Purchase volume 2,070 1,983 1,976 1,935 1,961 1,809 1,750 1,801 * Represents number of active accounts as of each period end.
As additional supplemental information, our key metrics within our B2B Services segment is presented on a quarterly basis as follows: 2025 2024 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 (In millions) Key Metrics Gross dollar volume 36,923 35,868 34,620 33,014 31,222 29,490 28,116 26,255 Number of active accounts* 1.93 1.89 1.81 1.78 1.79 1.68 1.65 1.58 Purchase volume 2,035 2,006 2,000 1,986 2,070 1,983 1,976 1,935 * Represents number of active accounts as of each period end.
The increase was driven by strong year-over-year growth in our gross dollar volume, which increased during the year ended December 31, 2024 by 45%, and to a lesser extent, growth in purchase volume, which also increased year-over-year by 9%.
In our B2B Services segment, revenues increased during the year ended December 31, 2025 by 33% over the prior year comparable period. The increase was driven by strong year-over-year growth in our gross dollar volume, which increased during the year ended December 31, 2025 by 22%, and to a lesser extent, growth in purchase volume, which increased year-over-year by 1%.
Material Cash Requirements While the overall macro-economic environment, the effect of high inflation and interest rates, and other factors described in "Outlook and Other Trends Affecting Our Business" above have created economic uncertainty and impacted how we manage our liquidity and capital resources, we anticipate that we will continue to develop and invest in property, equipment and internal-use software as necessary in the normal course of our business.
Material Cash Requirements While the overall macro-economic environment, the effect of high inflation and interest rates, and other factors described in "Outlook and Other Trends Affecting Our Business" above have created economic uncertainty and impacted how we manage our liquidity and capital resources, we intend to continue to invest in growth and cost efficiency initiatives in the normal course of business, subject to the consummation of the proposed transactions with CommerceOne and Smith Ventures.
Other General and Administrative Expenses — Other general and administrative expenses totaled $370.0 million for the year ended December 31, 2024, an increase of $14.4 million, or 4%, from the comparable prior year period.
Other General and Administrative Expenses — Other general and administrative expenses totaled $352.0 million for the year ended December 31, 2025, a decrease of $18.0 million, or 5%, from the comparable prior year period.
The increase in net interest income was primarily the result of an increase in cash from deposit programs with our partners and yields earned at the Federal Reserve, partially offset by an increase in interest shared with certain BaaS partners (a reduction of revenue). 40 Table of Contents Operating Expenses The following table presents a breakdown of our operating expenses among sales and marketing, compensation and benefits, processing, and other general and administrative expenses: Year Ended December 31, 2024 2023 Amount % of Total Operating Revenues Amount % of Total Operating Revenues (In thousands, except percentages) Operating expenses: Sales and marketing expenses $ 217,210 12.6 % $ 245,325 16.3 % Compensation and benefits expenses 251,044 14.6 238,528 15.9 Processing expenses 887,249 51.5 639,228 42.6 Other general and administrative expenses 370,041 21.5 355,577 23.7 Total operating expenses $ 1,725,544 100.2 % $ 1,478,658 98.5 % Sales and Marketing Expenses — Sales and marketing expenses totaled $217.2 million for the year ended December 31, 2024, a decrease of $28.1 million, or 11%, compared to the year ended December 31, 2023.
The increase in net interest income was primarily the result of yields earned from an increase in cash from deposit programs with our partners and higher yielding investments from our bond repositioning strategy, and a decrease in interest shared with certain BaaS partners (a reduction of revenue). 45 Table of Contents Operating Expenses The following table presents a breakdown of our operating expenses among sales and marketing, compensation and benefits, processing, other general and administrative expenses and restructuring and other charges: Year Ended December 31, 2025 2024 Amount % of Total Operating Revenues Amount % of Total Operating Revenues (In thousands, except percentages) Operating expenses: Sales and marketing expenses $ 207,893 10.0 % $ 217,210 12.6 % Compensation and benefits expenses 254,376 12.2 251,044 14.6 Processing expenses 1,230,445 59.1 887,249 51.5 Other general and administrative expenses 351,993 16.9 370,041 21.5 Restructuring and other charges 22,125 1.1 % — — Total operating expenses $ 2,066,832 99.3 % $ 1,725,544 100.2 % Sales and Marketing Expenses — Sales and marketing expenses totaled $207.9 million for the year ended December 31, 2025, a decrease of $9.3 million, or 4%, compared to the year ended December 31, 2024.
Although the number of tax refunds processed decreased by 2% during the year ended December 31, 2024, our tax processing revenues increased due to a favorable mix-shift in the distribution channel in which the tax refund was processed and from the expansion of our taxpayer advance programs.
The increase in segment revenues for the year ended December 31, 2025 was driven by higher tax processing revenues, which increased due to the expansion of our taxpayer advance program and a favorable mix-shift in the distribution channel in which tax refunds were generated, despite a 13% decline in the number of tax refunds processed.
Segment revenues within Consumer Services for the year ended December 31, 2024 decreased $96.2 million, or 19%, compared to the prior year comparable period, while our segment expenses for the year ended December 31, 2024 decreased $80.9 million, or 25%.
Segment revenues within Consumer Services for the year ended December 31, 2025 decreased $38.1 million, or 9%, from the prior year comparable period, while our segment expenses for the year ended December 31, 2025 decreased $6.9 million, or 3%.
In February 2025, we issued and sold additional Notes in an aggregate principal amount of $15 million. 2025 Revolving Facility In February 2025, we entered into a new revolving line of credit agreement (the "2025 Revolving Facility") with a financial institution up to a maximum principal amount of $20 million, subject to borrowing base limitations defined under the terms of the agreement.
The net proceeds of the offering were used to repay outstanding indebtedness under our revolving credit facility discussed below, and for general corporate purposes. 2025 Revolving Facility In February 2025, we entered into a new revolving line of credit agreement (the "2025 Revolving Facility") with a financial institution up to a maximum principal amount of $20 million, subject to borrowing base limitations defined under the terms of the agreement.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeCredit and liquidity risks We are exposed to credit and liquidity risks associated with the financial institutions that hold our cash and cash equivalents, restricted cash, available-for-sale investment securities, settlement assets due from retail distributors, third-party payment processors and other partners that collect funds and fees from our customers, and amounts due from our issuing banks for fees collected on our behalf.
Biggest changeCredit and liquidity risks We are exposed to credit and liquidity risks associated with the financial institutions that hold our cash and cash equivalents, restricted cash, available-for-sale investment securities, settlement assets due from retail distributors, third-party payment processors and other partners that collect funds and fees from our customers, and amounts due from our issuing banks for fees collected on our behalf. 60 Table of Contents We manage the credit and liquidity risks associated with our cash and cash equivalents, available-for-sale investment securities, loans and amounts due from issuing banks by maintaining an investment policy that restricts our correspondent banking relationships to approved, well-capitalized institutions and restricts investments to highly liquid, low credit risk assets.
Further, because the majority of our investment portfolio is subject to longer maturity dates, we believe the risk of realized losses from selling fixed income securities at a discount to the market is immaterial.
Further, because the majority of our investment portfolio is subject to longer maturity dates, we believe the risk of realized losses from selling fixed income securities at a discount to the market is immaterial relative to the size of our portfolio.
We continue to monitor our exposure to credit risk with our retail distributors and other business partners in light of the current macro-economic uncertainties. 55 Table of Contents
We continue to monitor our exposure to credit risk with our retail distributors and other business partners in light of the current macro-economic uncertainties. 61 Table of Contents
The principal amounts of the Notes bear interest at a fixed rate of 8.75% per annum, payable semi-annually in arrears and maturing in September 2029. In February 2025, we issued and sold additional Notes in an aggregate principal amount of $15 million. Refer to Note 11 — Debt to the Consolidated Financial Statements included herein for additional information.
The principal amounts of the Notes bear interest at a fixed rate of 8.75% per annum, payable semi-annually in arrears and maturing in September 2029. Refer to Note 11 — Debt to the Consolidated Financial Statements included herein for additional information.
Accordingly, the net effect has had and we expect will continue to have a negative impact on our consolidated financial statements and will be dependent upon future interest rate changes enacted by the Federal Reserve. In September and October 2024, we issued and sold Notes in an aggregate principal amount of $50 million.
Accordingly, the net effect has had and we expect will continue to have a negative impact on our consolidated financial statements and will be dependent upon future interest rate changes enacted by the Federal Reserve.
We have no significant foreign operations. We do not hold or enter into derivatives or other financial instruments for trading or speculative purposes.
We have not had any significant foreign operations and have fully exited our operational activities in China as of the end of December 2025. We do not hold or enter into derivatives or other financial instruments for trading or speculative purposes.
Our cash and cash equivalents are also subject to changes in short-term rates. The Federal Open Market Committee ("FOMC") decreased the federal funds target rate in September 2024 to a range of 4.75%-5.0%, the first rate cut in over four years, and further reduced interest rates by an additional 50 basis points during the fourth quarter of 2024.
The Federal Open Market Committee ("FOMC") decreased the federal funds target rate in September 2024 to a range of 4.75%-5.0%, the first rate cut in over four years, and has further made a series of interest rate reductions since then to a current range of 3.50% to 3.75%.
Removed
We manage the credit and liquidity risks associated with our cash and cash equivalents, available-for-sale investment securities, loans and amounts due from issuing banks by maintaining an investment policy that restricts our correspondent banking relationships to approved, well-capitalized institutions and restricts investments to highly 54 Table of Contents liquid, low credit risk assets.
Added
Our cash and cash equivalents are also subject to changes in short-term rates.
Added
In an effort to reduce these impacts, we have begun to reposition a portion of our investment securities portfolio into variable rate debt securities to improve net yields and balance the effect of our interest sharing arrangements with BaaS partners. In 2024 and 2025, we issued and sold Notes in an aggregate principal amount of $65 million.

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