GREEN DOT CORP

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Green Dot Corporation

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Dear Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Green Dot Corporation. Our 2025 Annual Meeting of Stockholders will be held as a "virtual meeting" of stockholders and stockholders will not be able to attend the meeting in-person. Our Annual Meeting of Stockholders will be conducted exclusively via the internet at a virtual audio web conference at https://meetnow.global/MW562QZ on May 22, 2025, at 12:00 p.m. Mountain Time.

You can attend the Annual Meeting of Stockholders online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned internet site. We are committed to ensuring, to the extent possible, that stockholders will be afforded the ability to participate at the virtual meeting like they would at an in-person meeting. Details regarding how to access the virtual meeting via the internet and the business to be conducted at the meeting are more fully described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.

We have elected to deliver our proxy materials to our stockholders over the internet and will mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement for our 2025 Annual Meeting of Stockholders and 2024 annual report to stockholders. This notice also provides instructions on how to vote by telephone or through the internet and includes instructions on how to receive a paper copy of the proxy materials by mail.

The matters to be acted upon are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.

We hope that you will be able to attend this year’s Annual Meeting of Stockholders. Whether or not you plan to attend the meeting, please vote through the internet or by telephone or request, sign and return a proxy card to ensure your representation at the meeting. Your vote is important.

On behalf of the Board of Directors, we would like to express our appreciation for your continued support of Green Dot Corporation.

Sincerely,

William I Jacobs

Chairperson of the Board and Interim Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 22, 2025

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of Green Dot Corporation will be held on May 22, 2025 at 12:00 p.m. Mountain Time exclusively via the internet at a virtual audio web conference.

To facilitate greater stockholder access, we have determined that the Annual Meeting of Stockholders will be held exclusively online in a virtual meeting format only, via the internet, with no physical in-person meeting. At our virtual meeting, stockholders will be able to attend, vote and submit questions by visiting https://meetnow.global/MW562QZ. Further information about how to attend the Annual Meeting of Stockholders online, vote your shares online during the meeting and submit questions during the meeting is included in the accompanying proxy statement.

We are holding the meeting for the following purposes, which are more fully described in the accompanying proxy statement:

1. To elect the 7 nominees named in the proxy statement to the Board of Directors;

2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025;

3. To vote on a non-binding advisory resolution to approve executive compensation;

4. To approve the amendment and restatement of Green Dot’s 2010 Equity Incentive Plan; and

5. To approve the amendment and restatement of Green Dot's 2010 Employee Stock Purchase Plan.

In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on March 31, 2025 are entitled to notice of, and to vote at, the meeting and any adjournments thereof.

Your vote as a Green Dot Corporation stockholder is very important. Each share of Class A common stock that you own represents one vote. For questions regarding your stock ownership, you may contact Investor Relations at (626) 765-2000 or, if you are a registered holder, our transfer agent, Computershare Trust Company, N.A., by email through their website at www.computershare.com/contactus or by phone toll free at (800) 962-4284.

By Order of the Board of Directors,

Amy Pugh

General Counsel and Secretary

Provo, Utah

Whether or not you expect to attend the meeting, we encourage you to read the proxy statement and vote by telephone or through the internet or submit your proxy card or voting instructions as soon as possible, so that your shares may be represented at the meeting. For specific instructions on how to vote your shares, please refer to the section entitled "Questions and Answers About the Meeting" beginning on page 8 of the proxy statement and the instructions on the enclosed Notice of Internet Availability of Proxy Materials.