gdot-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________________________________

FORM 10-K/A

(Amendment No. 1)


☑						ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-34819

(Exact name of Registrant as specified in its charter)

Delaware

95-4766827

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

1675 N. Freedom Blvd (200 West) Building 1

Provo,

Utah

84604

(626)

765-2000

(Address of principal executive offices, including zip code)

(Registrant's telephone number, including area code)


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
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The aggregate market value of the common equity held by non-affiliates of the registrant (assuming for these purposes, but without conceding, that all executive officers, directors and 10% or greater stockholders are "affiliates" of the registrant) as of June 30, 2025, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $589.0 million (based on the closing sale price of the registrant's common stock on that date as reported on the New York Stock Exchange).

There were 56,661,261 shares of Class A common stock, par value $0.001 per share, as of March 31, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

None.


Item 10. Directors, Executive Officers and Corporate Governance			2
Item 11. Executive Compensation			8
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			40
Item 13. Certain Relationships and Related Transactions, and Director Independence			42
Item 14. Principal Accountant Fees and Services			44


Item 15. Exhibits and Financial Statement Schedules			45
Signatures			46


J. Chris Brewster

Age:	Director Since:	Committees	Other Public Directorships
76	2016	Audit (Chair), Compensation, Risk	None


Saturnino "Nino" Fanlo

Age:	Director Since:	Committees	Other Public Directorships
65	2016	Audit, Compensation	None


William I Jacobs

Age:	Director Since:	Committees	Other Public Directorships
84	2016	None	None


Robert Millard

Age:	Director Since:	Committees	Other Public Directorships
58	2024	Nominating and Corporate Governance (Chair), Risk, Audit	None


Michelleta Razon

Age:	Director Since:	Committees	Other Public Directorships
50	2023	Risk, Nominating and Corporate Governance	None


Ellen Richey

Age:	Director Since:	Committees	Other Public Directorships
77	2020	Risk (Chair), Nominating and Corporate Governance	Cantaloupe, Inc.


George T. Shaheen

Age:	Director Since:	Committees	Other Public Directorships
81	2013	Compensation (Chair), Audit	Marcus & Millichap, Inc.


Members:						J. Chris Brewster (Chair)
						Saturnino Fanlo
						Robert Millard
						George T. Shaheen

Financial Experts:						Each member of our Audit Committee is financially literate as required by current NYSE listing standards. In addition, our Board has determined that Mr. Brewster is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K based on his experience as Chief Financial Officer of various companies, Mr. Fanlo is an audit committee financial expert based on his experience as Chief Financial Officer of various companies and extensive experience in financial services and capital markets and Mr. Millard is an audit committee financial expert based on his experience as a certified public accountant auditing private and public companies, his previous accounting policy and controller roles and his experience as Chief Financial Officer of various companies.


William I Jacobs, Chief Executive Officer (“CEO”)1
Jess Unruh, Chief Financial Officer (“CFO”)
Chris Ruppel, President1 and Chief Revenue Officer (“CRO”)
Amy Pugh, General Counsel and Secretary
Teresa Watkins, Chief Operations Officer (“COO”)
George Gresham, Former President and Chief Executive Officer1


Attract and retain Offer a total compensation program that flexibly adapts to changing economic, regulatory and organizational conditions, and takes into consideration the compensation practices of peer companies based on an objective set of criteria			Pay for performance Provide a significant portion of compensation through variable, performance-based components that is at-risk and based on satisfaction of designated financial and non-financial objectives
Align executive interests with our stockholders Compensate for achievement of short-term and long-term company financial and operating goals and refrain from providing special benefits, “golden parachute” excise tax gross-ups, or accelerated equity vesting except in limited circumstances			Reward actual achievement Align the interests of our executives with our stockholders by tying a significant portion of total compensation to our overall financial and operating performance and the creation of long-term stockholder value


		Cash Incentives			Equity Incentives
Name	Salary	Annual	Service2	Other3	Short-Term	Long-Term		Total5
					RSUs	RSUs	PRSUs4

William I Jacobs	$600,000	—	$720,000	$1,750,000	$2,104,992	—	—	$5,174,992
Jess Unruh	$470,000	$352,500	—	$158,257	$99,999	$581,558	$470,394	$2,132,708
Chris Ruppel	$550,000	$550,000	—	$100,000	$201,271	$620,324	$501,756	$2,523,351
Amy Pugh	$460,000	$345,000	—	$62,500	—	$387,702	$313,595	$1,568,797
Teresa Watkins	$410,000	$307,500	—	$62,500	—	$361,856	$292,691	$1,434,547
George Gresham	$825,000	—	—	—	—	—	—	$825,000


2025 BASE SALARY
Philosophy						Considerations
•Attract and retain. Provide fixed compensation to attract and retain key executives						•Salary reviewed and set annually •The factors used to determine base salaries included scope of responsibilities, individual and company performance (for current employees), retention, date of last increase (for current employees), internal equity, equity ownership, our 2025 peer group data and the recommendations of our CEO (other than with respect to his own compensation)


Name	2025 Base Salary	2024 Base Salary	Change (%)

William I Jacobs	$600,0001	N/A	—
Jess Unruh	$470,000	$470,000	—
Chris Ruppel	$550,000	$485,000	13.4
Amy Pugh	$460,000	$460,000	—
Teresa Watkins	$410,000	$410,000	—
George Gresham	$825,000	$825,000	—


2025 ANNUAL INCENTIVE AWARDS
Philosophy	Target Amount Considerations	Award Design Considerations	Performance Conditions

•Pay for Performance: Establish appropriate short-term performance conditions that the Compensation Committee believes will drive our future growth and profitability •Reward Achievement: Reward achievement of short-term performance conditions •Align Interests with Stockholders: Payout tied to company performance consistent with 2025 financial plan and pre-established objective regulatory metrics •Attract and Retain Executives: Offer market competitive incentive opportunities	•Factors used to determine target amounts included: (i) role, the scope of responsibilities, individual and company performance (for current employees), current salary (for current employees), internal parity, and anticipated future contributions of the NEO; (ii) our 2025 peer group and broader survey data; and (iii) the recommendations of our interim CEO (other than with respect to his own compensation)	•Adjusted EBITDA was chosen as the primary goal because it is widely used by investors and analysts to measure our overall operating performance •Outcomes are both a function of corporate financial achievement and regulatory compliance performance based on pre-established objective regulatory metrics	•Threshold adjusted EBITDA goal of $135 million (90% of target) for any amounts to be earned, target of $150 million, and maximum of $192 million (128% of target) •Pre-established objective regulatory metrics to achieve regulatory compliance goals related to remediation progress during 2025 and performance evaluated on the whole •Adjusted EBITDA determined 75% of payout opportunity (50% to 200%) and regulatory compliance performance determined 25% of payout opportunity (0% to 200%) •Opportunity to earn up to 200% of the target incentive amount for superior performance •Adjusted EBITDA was defined to be consistent with the definition used in our earnings releases


Adjusted EBITDA (in thousands)1						Financial Performance Multiplier2
$135.0						50%
$142.5						75%
$150.0						100%
$160.5						125%
$171.0						150%
$181.5						175%
$192.0						200%


Name	Target Annual Incentive Opportunity (% of Salary)	Target Incentive Opportunity
Jess Unruh	75%	$352,500
Chris Ruppel	100%	$550,000
Amy Pugh	75%	$345,000
Teresa Watkins	75%	$307,500


		Financial Component		Regulatory Component
Name	Target Incentive Opportunity (1)	Financial Performance Multiplier	Amount Earned	Regulatory Compliance Performance Multiplier	Adjustment	% of Target Incentive Opportunity Earned After Adjustments	Annual Incentive Payout

Jess Unruh	$352,500	156%	$412,689	75%	$66,094	135.8%	$478,783
Chris Ruppel	$535,397	156%	$626,816	75%	$100,387	135.8%	$727,204
Amy Pugh	$345,000	156%	$403,909	75%	$64,688	135.8%	$468,597
Teresa Watkins	$307,500	156%	$360,006	75%	$57,656	135.8%	$417,662


2025 ANNUAL PRSU GRANTS
Philosophy	Grant Amount Considerations	Award Design Considerations	Performance Conditions/ Vesting Conditions

•Pay for Performance: Establish appropriate performance conditions that the Compensation Committee believes will drive our future growth and profitability •Reward Achievement: Provide meaningful and appropriate incentives for achieving the Company’s financial goals that the Compensation Committee believes are important for our long-term success •Align Interests with Stockholders: Tie payout of stock awards to profitability and total shareholder return relative to other companies •Attract and Retain Executives: Performance conditions are measured and vesting occurs at the end of three years to focus on long-term performance and encourage retention	•Factors used to determine the size of grants included: (i) role, scope of responsibilities, individual and Company past performance (for current employees), current salary (for current employees), internal parity, and anticipated future contributions of the NEO; (ii) the competitiveness of the NEO's overall compensation package with reference to the 2025 peer group practices and broader survey information; (iii) the NEO's existing equity holdings; (iv) the extent to which these holdings are vested; (v) the recommendations of our CEO (other than with respect to his own compensation); and (vi) our “burn rate” relative to our industry burn rate guidelines, per certain stockholder and proxy advisor methodology	•Payout of NEOs’ awards should be based on the Company’s profitability and relative total shareholder return •Non-GAAP diluted EPS was chosen as one of the long-term metrics because it is widely used by investors and analysts to measure our overall operating performance •Relative TSR was chosen as the other long-term metric because it is a measure of the total financial value we create for stockholders relative to other companies since TSR combines share price appreciation and reinvestment of dividends	•Vesting is based in part on (i) the achievement of three consecutive annual non-GAAP diluted EPS goals over the 2025-2027 period, in each case as established at the beginning of each annual period, and (ii) the satisfaction of a multi-year service requirement, which runs until 2027 •Additionally, a modifier, based on the achievement of a three-year TSR goal measured relative to the TSR of the companies comprising the S&P 1500 Financials Index at the end of the third year, has the potential to increase or decrease the impact of the overall payout opportunity that would be earned by 25% •Achievement of the non-GAAP EPS goals could result in a payout ranging from 50% to 175%, subject to the achievement of the threshold or maximum performance level for each period and target (relative TSR) modifier achievement.


Non-GAAP 2025 Diluted EPS Goals	2025 Results	First Non-GAAP Diluted EPS Multiplier1
$1.01		50%
$1.06		75%
$1.12		100%
$1.18		125%
$1.23	$1.41	150%


TSR Ranking	Relative TSR Adjustment	3-Year Relative TSR Modifier
25th Percentile or below	-25%	75%
50th Percentile	—%	100%
75th Percentile or above	+25%	125%


Name	Target 2025 PRSUs	Target Value1
Jess Unruh	49,515	$470,394
Chris Ruppel	52,816	$501,756
Amy Pugh	33,010	$313,595
Teresa Watkins	30,810	$292,691


ANNUAL TIME-BASED RSU GRANTS
Philosophy	Considerations for Grant	Vesting Provisions

•Attract and Retain Executives: Promote recruitment and retention of our executives through long-term service vesting period •Align Interests with Stockholders: Align the interests of executives with those of stockholders by issuing equity awards for which the value is based on our stock price	•Factors used to determine the size of grants included: (i) role, the scope of responsibilities, individual and company past performance (for current employees), current salary (for current employees), internal parity, and anticipated future contributions of the NEO; (ii) the competitiveness of the NEO's overall compensation package with reference to the 2025 peer group practices; (iii) the NEO's existing equity holdings; (iv) the extent to which these holdings are vested; (v) the recommendations of our CEO (other than with respect to his own compensation); and (vi) our “burn rate” relative to our industry burn rate guidelines, per certain stockholder and proxy advisor methodology •Long-term incentive program design of our 2025 peer group	•Awards vest in three equal installments on each anniversary of the grant date based on continued employment to encourage ongoing retention


Name	Target RSUs	Promotional RSUs	Total RSUs	Value at Grant

Jess Unruh	74,273	—	74,273	$581,558
Chris Ruppel	79,224	25,542	104,766	$821,595
Amy Pugh	49,515	—	49,515	$387,702
Teresa Watkins	46,214	—	46,214	$361,856


Termination and Change of Control Protections
Philosophy	Considerations	Terms

•Attract and Retain Executives: ◦Intended to facilitate a smooth transition of leadership due to an unexpected employment termination, or retirement ◦Attract, retain and encourage our NEOs to remain focused on our business and the interests of our stockholders when considering strategic alternatives •Align Interests with Stockholders: Mitigate any potential employer liability and avoid future disputes or litigation	• The employment of our NEOs is “at will,” meaning we can terminate them at any time, and they can terminate their employment with us at any time • Arrangements should be designed to: (i) provide reasonable compensation to executive officers who leave the Company under certain circumstances in order to facilitate their transition to new employment and (ii) require a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits • “Double-trigger” provisions preserve morale and productivity, and encourage executive retention in the event of a change of control • These provisions are considered a typical component of a competitive executive compensation program for executives among our 2025 peer group	Agreements with Certain NEOs: •Provide for certain cash payments, and/or the vesting of certain equity awards and COBRA benefits, in the event there is a separation of employment under various circumstances, subject to the execution of a release of claims Corporate Transaction Policy (Double-Trigger):1 •Provide for accelerated vesting of equity awards upon a change of control if the recipient is terminated by the acquiring entity in connection with the change of control under specified circumstances, subject to the recipient’s execution of a release of claims Severance Policy:1 • Consists of (i) payment of 12 months of base salary and prorated target bonus for the year of termination, (ii) reimbursement of 12 months of COBRA premiums, and (iii) pro-rated2 acceleration of equity awards if the recipient is terminated without “cause” at any time, subject to their execution of a release of claims PRSUs: •Provide that upon a change of control any unearned PRSUs for which performance has not been determined will convert to time-based RSUs covering the target number of shares and such RSUs will continue to vest based on achievement of the existing service requirements


Retirement Policy
Philosophy	Considerations	Terms1

•Attract and Retain Executives. Attract, retain and encourage our employees, including executives, to remain focused on our business for the long term	•Preserve morale and productivity and encourage long-term retention of employee base as a whole •Retirement vesting is consistent with competitive market practice •Performance awards should only pay out based on actual performance	•Provide for vesting of equity awards in connection with a qualifying retirement, with the settlement or payout of those awards to be made in accordance with the applicable vesting schedule of such awards •A qualifying retirement under the policy requires: (i) attaining the age of 55, (ii) being continuously employed by us for at least 10 years prior to the date of the qualifying retirement, (iii) not being terminable by us for cause (as defined in the policy), and (iv) not competing with us (as defined in the policy) •Any outstanding and unvested performance-based equity awards will remain outstanding until the Compensation Committee determines whether and to the extent the performance criteria is achieved, and will become 100% vested to the extent the Compensation Committee determines such awards are earned


Policy	Considerations	Material Features

Stock Ownership Guidelines	•Promote stock ownership in the Company •More closely align the interests of our NEOs with those of our stockholders	•5x base salary for CEO •2x base salary for all other NEOs •5 years from executive officer designation to comply •Includes shares owned outright, full value equity awards, and shares held by the executive officer’s spouse, dependent children and/or trust •As of March 31, 2026, all NEOs have either satisfied their ownership requirement or have additional time to satisfy such requirement
Anti-Hedging and Anti-Pledging Policies	•Hedging is viewed as a poor practice as it insulates executives from stock price movement and reduces alignment with stockholders •Pledging raises potential risks to stockholder value, particularly if the pledge is significant	•No employee, officer or director may acquire, sell or trade in any interest or position relating to the future price of the Company's securities, such as a put option, a call option or a short sale •Covered persons are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan
Equity Award Grant Policy	•Prohibit the granting of equity awards to take advantage of the release of material nonpublic information	•Equity award grants are not timed to take advantage of the release of material nonpublic information
Claw-back Policy	•Allows us to recoup cash incentive and performance-based equity awards in the event of a restatement •We maintain a claw-back policy for the recovery of incentive compensation paid to executive officers in the event of a financial restatement that is compliant with SEC and NYSE requirements	•Applies to all executive officers and certain other employees •Applies to all performance-based equity awards granted under the 2010 Equity Incentive Plan and cash incentive awards under the Executive Officer Incentive Bonus Plan


Compensation Committee Decision Process The Compensation Committee oversees the compensation of our NEOs and our executive compensation programs and initiatives. The Compensation Committee typically reviews executive officer compensation, including base salary, short-term incentives and long-term incentives, in the first quarter of each fiscal year, to understand competitive market compensation levels and practices based on the most recently completed year. In connection with this review, the Compensation Committee considers any input it may receive from our CEO in evaluating the performance of each executive officer and sets each executive officer's target total direct compensation for the current year based on this review and the other factors described above.


Before the Annual Meeting						Annual Stockholder Meeting
•Discuss stockholder proposals (if any).						•Conduct engagements with stockholders (as necessary).
•Publish our Annual Report and Proxy Statement.						•Receive voting results for Board and stockholder proposals.


After the Annual Meeting						Off-Season Engagement
•Discuss voting results from the Annual Meeting.						•If appropriate or requested, one-on-one meetings with stockholders.
•Review recent regulatory developments, and the company’s own corporate governance documents, policies, and procedures.						•Attend and participate in investor and corporate governance-related events.
						•Evaluate and respond to stockholder feedback.


Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Option Awards ($)	Non-Equity Incentive Plan Compensation (3) ($)	All Other Compensation ($)(4)	Total ($)
William I Jacobs	2025	482,991	2,329,590	2,104,992	—	—	43,871	4,961,444
Chief Executive Officer(5)
Jess Unruh	2025	470,000	158,257	810,130	—	478,783	8,750	1,925,920
Chief Financial Officer	2024	464,616	—	1,084,158	—	175,781	8,625	1,733,180
	2023	450,000	—	1,291,571	—	—	8,250	1,749,821
Chris Ruppel	2025	533,751	100,000	958,746	—	727,204	6,366	2,326,067
President and Chief Revenue Officer	2024	475,577	—	1,156,438	—	180,041	7,692	1,819,749
	2023	450,000	—	1,291,571	—	—	7,644	1,749,215
Amy Pugh	2025	460,000	62,500	473,424	—	468,597	8,688	1,473,209
General Counsel and Secretary	2024	450,577	—	722,769	—	170,591	8,372	1,352,310
	2023	425,000	—	834,508	—	—	8,250	1,267,759
Teresa Watkins	2025	410,000	62,500	441,859	—	417,662	5,822	1,337,844
Chief Operations Officer	2024	407,308	—	674,589	—	154,041	5,058	1,240,996
	2023	400,000	—	829,197	—	—	6,546	1,235,743
George Gresham	2025	174,519	—	—	—	—	6,306	180,825
Former President and Chief Executive Officer (6)	2024	818,270	—	6,687,635	—	619,001	7,764	8,132,670
	2023	800,000	—	7,631,486	—	—	6,360	8,437,846


Name	Fiscal Year	Probable Outcome of Performance Conditions Grant Date Fair Value ($)	Maximum Outcome of Performance Conditions Grant Date Fair Value ($)	Market-Related Component Grant Date Fair Value ($)	Grant Date	Grant Date Fair Value Market-Related Component ($)	Volatility	Risk-Free Interest Rate
Jess Unruh	2025	128,574	225,004	—	03/21/2025	7.79	54%	3.89%
Chris Ruppel	2025	137,151	240,014	—	03/21/2025	7.79	54%	3.89%
Amy Pugh	2025	85,721	150,012	—	03/21/2025	7.79	54%	3.89%
Teresa Watkins	2025	80,003	140,006	—	03/21/2025	7.79	54%	3.89%


									All Other Stock Awards: Number of Shares of Stock or Units (#)	Exercise Price of Option Awards ($)	Grant Date Fair Value of Stock and Option Awards ($)(2)
	Grant Date	Approval Date	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(1)			Estimated Possible Payouts Under Equity Incentive Plan Awards (#)
Name			Threshold	Target	Maximum	Threshold	Target	Maximum
William I Jacobs	3/18/2025(3)	3/18/2025	—	—	—	—	—	—	117,123	—	854,998
	6/19/2025(3)	06/19/25	—	—	—	—	—	—	131,717	—	1,249,994
Jess Unruh	N/A	N/A	132,187	352,500	705,000	—	—	—	—	—	—
	3/21/2025(4)	3/21/2025	—	—	—	6,189	16,505	28,883	—	—	128,574
	3/21/2025(5)	3/21/2025	—	—	—	—	—	—	74,273	—	581,558
	11/13/2025(5)	11/13/25	—	—	—	—	—	—	9,017		99,999
Chris Ruppel	N/A	N/A	200,774	535,397	1,070,795	—	—	—	—	—	—
	3/21/2025(4)	3/21/2025	—	—	—	6,602	17,606	30,810	—	—	137,151
	3/21/2025(5)	3/21/2025	—	—	—	—	—	—	79,224	—	620,324
	3/24/2025(3)	03/24/25	—	—	—

Amendment: SEC Form 10-K/A filed by Green Dot Corporation