Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 4, 2021
Green Dot Corporation
(Exact Name of the Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
001-34819 95-4766827
(Commission File Number) (IRS Employer Identification No.)
3465 E. Foothill Blvd. 
Pasadena,California91107 (626)765-2000
(Address of Principal Executive Offices) (Registrant's Telephone Number, Including Area Code)

Not Applicable 
(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:Trading Symbol(s):Name of each exchange on which registered:
Class A Common Stock, $0.001 par valueGDOTNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 8.01. Other Events.
As previously disclosed, on May 13, 2021, Green Dot Corporation (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Republic Bank & Trust Company (“Republic”) providing for the purchase by the Company, upon the terms and subject to the conditions set forth therein, of substantially all of the assets and operations of Republic’s Tax Refund Solutions business (such transaction, the “Sale Transaction”).

On October 4, 2021, the Company announced that it has been unable to obtain the Federal Reserve’s approval of or non-objection to the Sale Transaction. As a result, the Sale Transaction will not be consummated.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
By:/s/ Kristina Lockwood
Kristina Lockwood
General Counsel and Secretary

Date: October 4, 2021