Green Dot (GDOT) Proxy filing summary

Executive summary

• The proxy filing details a merger between two financial institutions, involving a complex transaction structure with multiple steps, including a merger, a separation of business lines, and a sale of non-bank assets to a third party.

• Green Dot stockholders will receive a mix of cash ($8.11 per share) and 0.2215 shares of New CommerceOne Common Stock for each Green Dot share, while CommerceOne stockholders will receive one share of New CommerceOne Common Stock for each CommerceOne share.

• The combined company, New CommerceOne, will be publicly traded on the NYSE under the symbol “CONE,” with former Green Dot stockholders owning approximately 72.2% and former CommerceOne stockholders owning about 27.8%.

• The transaction is expected to close in the second quarter of 2026, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Green Dot stockholders will vote on four proposals: adoption of the Merger Agreement, approval of the Separation Agreement, advisory approval of transaction-related executive compensation, and potential adjournment of the special meeting.

• CommerceOne stockholders will vote on approval of the Merger Agreement, adoption of a new 2026 Equity Incentive Plan, and potential adjournment of their special meeting.

• Both boards unanimously recommend voting “FOR” all proposals.

Board of directors and corporate governance

• The post-merger board will consist of nine directors: five from CommerceOne, two from Green Dot, and two new appointees.

• The combined company will have five standing committees: Audit, Compensation, Nominating and Governance, Risk, and Technology.

• The headquarters will be in Birmingham, Alabama, with Green Dot Bank remaining in Provo, Utah.