Green Dot Corporation · NYSE:GDOT
Green Dot — Merger or Acquisition (November 2025)
24 slides from Green Dot's merger presentation, Nov 24, 2025
Slide 1: Strategic Update November 24, 2025
Strategic Update November 24, 2025
Slide 2: Disclaimer: Forward Looking Statements
Green Dot Corporation Disclaimer 2 Forward Looking Statements This presentation contains statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Slide 3: Disclaimer (cont'd)
Green Dot Corporation Disclaimer (cont’d) 3 Important Information About the Transaction and Where to Find It New CommerceOne intends to file a registration statement on Form S-4 with the SEC to register the shares of New CommerceOne common stock that will be issued to CommerceOne stockholders and Gr
Slide 4: Green Dot's Strategic Transformation
Green Dot Corporation Green Dot’s Strategic Transformation Two-part transaction following 6-month+ review of strategic alternatives which included discussions with FinTechs, Consumer Lenders, Banks, and Financial Sponsors. ~72% Ownership GDOT Shareholders ~28% Ownership CommerceOne Shareholders 4 “M
Slide 5: Key Transaction Terms
Green Dot Corporation Key Transaction Terms Structure CommerceOne Financial Corporation (“C1”) to acquire Green Dot Corporation, (“GDOT”), then sell GDOT’s Embedded Finance business (“OpCo”) to affiliates of Smith Ventures LLC Pro forma combined GDOT + C1 (“BankCo”) will enter into a seven-year comm
Slide 6: Transaction Unlocks Significant Value for Shareholders
1 Transaction Unlocks Significant Value for Shareholders Realize significant up-front value for embedded finance assets while providing upside potential via participation in bank sponsorship platform Creates a more stable and resilient bank with strengthened capital levels, diversified funding, mult
Slide 7: Potential for Significant Value Creation Opportunity
Green Dot Corporation Potential for Significant Value Creation Opportunity 7 Source: Factset, Public filings, and SNL financial. Market data as of November 21, 2025. Financial metrics reflect combined estimated post-transaction values as of June 30, 2026, estimated close for illustrative purposes on
Slide 8: CommerceOne: The Premier Partner for Highly Efficient Branch-Lite Operating Platform
Green Dot Corporation : The Premier Partner for Highly Efficient Branch-Lite Operating Platform Leading Commercial-Focused Credit Culture LTM Efficiency Ratio NCL Event in Company History Strong Capital Position and Regulator Relationships MRQ CET1 Ratio Robust Operating Leverage With Attractive Gro
Slide 9: A Balanced, Multi-Faceted Banking Platform
Green Dot Corporation A Balanced, Multi-Faceted Banking Platform Pro Forma Institution Deposit-Focused Institution Credit-Focused Institution Combined Benefits Fortified Balance Sheet Efficient, Diversified Deposit Gathering Robust Asset Generation Risk & Compliance Investment Commercial Credit Expe
Slide 10: Creating a Leading Sponsor Banking Platform
Green Dot Corporation Creating a Leading Sponsor Banking Platform Diversified Revenue Mix with Significant Fee Income Drives Enhanced Platform Stability Best-in-Class Growth Engine With Highly Efficient CAC Enabled via Long-Term Partnership Attractive Financial Profile Enhanced via Complementary Ass
Slide 11: Strong Pro Forma Positioning vs Key Peers
Green Dot Corporation Strong Pro Forma Positioning vs Key Peers Current Selected BaaS Peers(2) Loans % of Earning Assets Fwd. Earnings Growth Efficiency Ratio(3) ROATCE(4) T1 Leverage Highly Complementary Asset / Deposit Mix Enhances ROA Profile Recurring Fee Income Coupled with Stable NII & Strong
Slide 12: Framing the Embedded Finance Opportunity
Green Dot Corporation Framing the Embedded Finance Opportunity 12 Embedded Finance Prospects Embedded finance is relevant to almost any company Greater brand loyalty Better transaction / user experiences Increase customer adoption Enrich data sets Faster access to earned money Deliver superior produ
Slide 13: Ability to Capitalize on Sizable Opportunity Set
Green Dot Corporation Ability to Capitalize on Sizable Opportunity Set 13 Current Embedded Finance TAM $230bn+ $115bn Money Processing BaaS $75bn Consumer & Retail $40bn The Long-Term Commercial Arrangement Allows the Pro Forma BankCo to Support and Benefit from a Large, Attractive, and Fast-Growing
Slide 14: Sponsor Bank Services Long-Term Commercial Partnership
Green Dot Corporation Sponsor Bank Services Long-Term Commercial Partnership MSA allows combined BankCo to benefit from strong tailwinds of the Embedded Finance OpCo via attractive, recurring fee structure, with efficient access to multiple high-quality deposit partners through one consolidated chan
Slide 15: Illustrative Pro Forma Operating Structure
Green Dot Corporation Illustrative Pro Forma Operating Structure The combined BankCo will be responsible for providing the necessary banking and regulatory infrastructure to enable ultimate product delivery and business development by the Embedded Finance OpCo and future partners. 15 Embedded Financ
Slide 16: Robust Yield Optimization Opportunities
Green Dot Corporation Robust Yield Optimization Opportunities Assumed Repositioning of 100% of Securities Into MRQ Cash Yield Assumed Redeployment of 40% of Cash & Securities Into Loans Near-Term 51% 1% MRQ Earning Asset Mix MRQ Yield ~4.5% ~2.5% IB Cash Securities Current Securities Yield ~2.5% Q3
Slide 17: Attractive Levers for Future Growth
Green Dot Corporation Attractive Levers for Future Growth 17 Third Party Sponsor Banking Partnerships Sign additional partners outside of the MSA for sponsor banking services 3 BaaS Credit Origination / LaaS Offer “Lending as a Service” in addition to current sponsor banking suite Direct to Consumer
Slide 18: Roadmap for Risk and Compliance Investments
Green Dot Corporation Roadmap for Risk and Compliance Investments Transaction establishes a platform capable of executing a focused strategy to reinforce governance, elevate compliance infrastructure, and improve capital positioning. 18 4 1 2 3 4 5 Capitalization & Balance Sheet Repositioning Streng
Slide 19: Creating a More Stable and Resilient Bank
Green Dot Corporation 19 Note: Assumes June 30, 2026 transaction close date for illustrative purposes. 5 Increased Scale Enhanced Capital Stable, Robust Returns $6bn Combined Total Assets @ Close ~11% Tier 1 Leverage @ Close ~15% Long-Term Target ROATCE Creating a More Stable and Resilient Bank $155
Slide 20: CommerceOne Overview
Green Dot Corporation CommerceOne Overview
Slide 21: CommerceOne Overview
Green Dot Corporation Source: Company filings, SNL Financial. Financial data as of September 30, 2025 unless otherwise noted. Overview CommerceOne Financial Corporation (“C1” or the “Company”) is a bank holding company. CommerceOne Bank (“C1 Bank”) is a state-chartered commercial bank headquartered
Slide 22: Scaling Beyond the Community Bank Model
Green Dot Corporation Scaling Beyond the Community Bank Model CommerceOne Bank ranks #1 in average profitability and organic growth when compared to its national de novo bank peers Market-Leading Profitability Best-in-Class Efficiency Robust Asset Generation 1.5% Avg. ROA vs 1.0% Peer Median $745mm
Slide 23: Appendix
Green Dot Corporation Appendix
Slide 24: Implied Value Per Share Reconciliation
Green Dot Corporation Implied Value Per Share Reconciliation Note: (1) Based on transaction exchange ratio of 0.2215x and GDOT fully diluted shares of 57.972mm. 24 ($ in millions except per share values) Tangible Book Value Bottom Quartile P / TBV Multiple of Selected Peers Median P / TBV Multiple o