SECURITIES AND EXCHANGE COMMISSION
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): June 3, 2022
Green Dot Corporation
(Exact Name of the Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
|(Commission File Number)|| ||(IRS Employer Identification No.)|
|114 W 7th Street, Suite 240|| |
|(Address of Principal Executive Offices)|| ||(Registrant's Telephone Number, Including Area Code)|
(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 value||GDOT||New 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 7.01. Regulation FD Disclosure.
As previously disclosed, on October 4, 2021, Green Dot Corporation (the “Company”) announced that it was unable to consummate the proposed sale (the “Sale Transaction”) of substantially all of the assets and operations of the Tax Refund Solutions business of Republic Bank & Trust Company (“Republic”) to the Company, resulting in the termination of the Sale Transaction and the Company’s payment to Republic of a termination fee of $5 million in January 2022. In connection with the termination of the Sale Transaction, as previously disclosed, Republic filed a claim against the Company in the Court of Chancery of the State of Delaware (the “Litigation”), asserting that the Company had breached the definitive agreement for the Sale Transaction. On June 3, 2022, the parties to the Litigation agreed to settle the Litigation in exchange for a $13 million payment from the Company to Republic (which amount is exclusive of the $5 million termination fee paid in January 2022).
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.
|GREEN DOT CORPORATION|
|By:||/s/ Kristina Lockwood|
|General Counsel and Secretary|
Date: June 6, 2022