CommerceOne Financial Corporation entered into agreement to acquire Green Dot Corporation (NYSE:GDOT) from No Street GP LP, BlackRock, Inc. (NYSE:BLK), Dimensional Fund Advisors LP and others for approximately $1.1 billion on November 23, 2025. Upon completion of the acquisition, each share of Green Dot will be exchanged for $8.11 in cash and $11.07 stock in shares, which is approximately 0.2215 shares of the new publicly traded bank holding company. The implied value to shareholders of Green Dot is estimated to be approximately $14.23 ? $19.18 per share based on an assumed tangible book value multiple of approximately 1.00x-1.80x applied to the combined bank tangible book value at closing. The implied aggregate value is estimated to be $825 million ? $1.1 billion (including $470 million in cash). In a related transaction, Smith Ventures will acquire and privatize Green Dot?s non-bank financial technology business assets and operations, which will continue running as an independent and growth-focused fintech and embedded finance company. Committed debt and equity financing of $515 million and $200 million. New CommerceOne intends to list New CommerceOne Common Stock on the NYSE under the symbol ?CONE.? In case of termination Green Dot will pay $27 million and CommerceOne will pay $3.5 million.

Former Green Dot shareholders will own approximately 72% of the new publicly traded bank holding company, and former CommerceOne shareholders will own approximately 28% of the company. C1 management and board to lead combined BankCo.

The transaction is subject to the receipt of receipt of the Green Dot Stockholder Approval and the CommerceOne Stockholder Approval, authorization for listing on the New York Stock Exchange of the shares of New CommerceOne Common Stock to be issued pursuant to the Merger Agreement, subject to official notice of issuance, regulatory approvals, effectiveness of registration statement (S-4), HSR act approval and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of Green Dot and CommerceOne. The expected closing of the transaction is in the second quarter of 2026.

Matthew T. Carpenter, Matthew M. Guest and Edward D. Herlihy of Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Green Dot Corporation. Performance Trust Capital Partners LLC is serving as financial advisors and fairness opinion provider to CommerceOne, will receive a fee of $0.5 million for opinion rendered and $3 million for advisory services. Stephen M. Salley and H. Rodgin Cohen of Sullivan & Cromwell LLP is serving as legal counsel to CommerceOne. EY Parthenon and Cornerstone Advisors provided consulting services to CommerceOne. Innisfree M&A Incorporated acted as proxy solicitor to Green Dot Corporation and will receive a fee of $0.09 million. Cal Smith and John Anderson of King & Spalding LLP acted as legal advisor to Green Dot. Citigroup Global Markets Inc. acted as financial advisor and fairness opinion provider to Green Dot and will receive a fee of $3 million for opinion rendered and $10 million for advisory services. Kaskela Law LLC acted as legal advisor to Green Dot Corporation.