Good day, and welcome to the Green Dot CommerceOne Smith Ventures Transaction Conference Call. All participants will be in a listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star, then one on a touch-tone phone. To withdraw your question, please press star, then two. Please note this event is being recorded. I would now like to turn the conference over to Tim Willi, Senior Vice President, Finance and Corporate Development. Please go ahead. Before we begin, please note that certain statements made during this call may be forward-looking and are subject to risks and uncertainties. These forward-looking statements are made in reliance on the safe harbor provisions of the federal securities laws and are subject to known and unknown risks, uncertainties, and other factors that may cause Green Dot's, CommerceOne's, or the combined company's actual operating results, financial position, or performance to be materially different from those expressed or implied in forward-looking statements. You are cautioned not to place undue reliance on such forward-looking statements. Green Dot, CommerceOne, and Smith Ventures disclaim any obligation to update such forward-looking statements. For additional information concerning factors that could affect Green Dot's financial results or cause actual results to differ materially from these forward-looking statements, please refer to Green Dot's filings with the SEC, including the risk factor section of Green Dot's Form 10-K and most recent 10-Q filed with the SEC, as well as the forward-looking statement section of the press release and investor presentation. In addition, please note that on today's call and in the press release and investor presentation issued this morning, Green Dot may refer to certain non-GAAP financial measures. While the company believes these non-GAAP financial measures provide useful information for investors, the presentation of this information is not intended to be considered in isolation or as a substitute for the financial information presented in accordance with GAAP. Now, I would like to turn the call over to Bill Jacobs. Bill? Good morning, and thank you everyone for joining our call on short notice. It is an exciting day for Green Dot, its shareholders, employees, and all of its stakeholders as we enter a new and exciting area with Smith Ventures and CommerceOne Bank. Over the last eight months, the board and its advisors worked through a robust, pragmatic, and thoughtful process to evaluate our strategic alternatives with a goal of unlocking and maximizing shareholder value while also providing opportunities for our employees, partners, and all stakeholders to benefit from a bright and exciting future for our business. Both I and the board believe that this proposed transaction accomplishes all of these goals. In this transaction, the non-bank embedded finance business of Green Dot that you are familiar with, our consumer, B2B, and money movement segments, will be acquired by Smith Ventures LLC. Bill Smith will provide more details on his plans for the payments company to continue the work that has been done and to build on the momentum in the embedded finance sector. At the same time, CommerceOne will acquire Green Dot Bank and become a publicly traded bank holding company. Green Dot shareholders will receive $8.11 in cash plus 0.2215 shares of the new CommerceOne per Green Dot share. CommerceOne will enter into a seven-year commercial agreement to be the exclusive provider of bank sponsorship services to the embedded finance platform, enabling shareholders to participate in the growth of embedded finance as it will be a significant customer and partner of the combined banking institution. Now, let me turn it over to Jess to briefly discuss the terms of the transaction before handing it over to Bill Smith and the CommerceOne team to expand on the potential opportunities and synergies of the transactions. Jess? Thank you, Bill, and good morning, everybody. To echo Bill's comments, we believe that after diligently working through our review of strategic alternatives, we have found the right partners to unlock shareholder value while providing opportunities for all of our stakeholders to continue to benefit from the hard work and the foundation that has been built to position Green Dot as a leader in embedded finance. Now, let me walk you through the major points of the proposed transaction. I will refer you to the deck on our investor relations page for more details. As Bill mentioned, this is a transaction in which Green Dot shareholders will receive cash and shares of CommerceOne, which will become a publicly traded bank holding company. CommerceOne will acquire Green Dot, and shareholders will receive cash merger consideration of $8.11 per share and equity in a newly publicly traded bank holding company that will own CommerceOne's existing business, including CommerceOne Bank, as well as Green Dot Bank. That entity is expected to have pro forma tangible book value of approximately $490 million. Green Dot shareholders will own approximately 72% of the pro forma CommerceOne, equating to approximately $355 million of the tangible book value, which equates to approximately $6.12 per share. Smith Ventures will acquire Green Dot's embedded finance business, which consists of the major operating segments that we report externally: consumer, B2B, and money movement, and a substantial amount of the infrastructure to support those businesses. Smith Ventures will pay $690 million in cash for this platform. Approximately $155 million will be retained by Green Dot Bank. Approximately $65 million will be used to pay off indebtedness, and the remaining $470 million will be used to pay the cash merger consideration. On this basis, Green Dot shareholders are receiving value of approximately $14.23 per share. Should the publicly traded entity trade at a premium to tangible book value like its peers, it would imply even greater value. Smith Ventures has in place committed financing. The deal is expected to close in the second quarter of 2026, subject to the satisfaction of customary closing conditions, including required shareholder and regulatory approvals. Until the completion of the transactions, Green Dot remains a separate and independent company operating business as usual. With that, let me turn it over to Bill Smith of Smith Ventures and Kenneth Till of CommerceOne to discuss their vision of this transaction and the creative for all stakeholders. Thank you, Jess, and good morning, everyone. While I may be a new name and face to Green Dot shareholders, Green Dot is not new to me. Back in 2014, I had the pleasure of selling one of the first companies I built, Insight Card Services, to Green Dot. Over the years, I continued to follow the Green Dot story and was always impressed with the vision and the business that the team has built. I'm excited about the opportunity to work with this team to build upon all of the work they have done over the last several years. The embedded finance sector is a vast and growing sector, and I see tremendous opportunity for Green Dot Bank and Green Dot's embedded finance business, and look forward to working with this team and continuing to invest in the platform to capitalize on this opportunity. While Smith Ventures will be acquiring Green Dot's embedded finance business, existing Green Dot shareholders will continue to benefit from the exposure to the embedded finance business's success due to the new CommerceOne relationships under a seven-year commercial agreement, pursuant to which new CommerceOne will serve as the exclusive bank sponsor for the finance business's digital banking platform. I've been able to work closely with Kenneth Till, the CEO and co-founder of CommerceOne, for the past eight years and couldn't be more excited for him and the CommerceOne team. Kenneth has a deep understanding of how to create sustainable shareholder value by building a strong credit culture, being relentlessly responsive to customer needs, and ultimately leading to consistent EPS and tangible book value per share growth. With that, let me turn it over to Kenneth to discuss the transaction from the bank perspective and his vision for the combined entity. Thank you, Bill, and good morning, everyone. This is an exciting day and opportunity for Green Dot and CommerceOne. As we spent more time getting to know Green Dot and Green Dot Bank, the synergies and opportunities for value creation became readily apparent. I see this as a combination of a proven loan generation platform with an exciting deposit-generating engine and new growth opportunity. The combination of Green Dot Bank and CommerceOne's operations and the commercial agreement with Green Dot's former embedded finance business should position the new CommerceOne to become a diversified bank with multiple growth drivers, top-tier profitability, and substantial capital generation, all of which should benefit our shareholders, employees, and stakeholders. Many of you on this call may not know CommerceOne, so let me provide you with a bit of background that will help you understand why I think this combination is very compelling. We started CommerceOne Bank in 2018. Our mission was to be the premier business-focused bank in the Southeast. Our expertise is serving sophisticated small and medium-sized operating companies with a highly focused team of bankers, enabling us to deliver growth by delivering the nimble, true relationship banking that they desire and require. We are not branch bankers. We have one branch with over $700 million of deposits. We leverage technology to drive efficiency and enhance service and let our bankers focus on being in the businesses of their customers. That strategy has resulted in top quartile financial performance as the average quarterly ROA over the past four years has been 1.44%, pristine credit quality, a strong capital position, and excellent relationship with our regulators. When assessing the opportunity with Green Dot Bank, I see three front-and-center opportunities to increase shareholder value. The first is improving the asset mix in the near term. The second is leveraging the deposit capabilities of Green Dot Bank, with the third being positioning CommerceOne as a leading banking partner to the embedded finance sector. First, let me address the opportunity to improve the asset mix and leverage the deposit capabilities of Green Dot Bank. In the near term, there's an attractive opportunity to reposition the asset side of the Green Dot balance sheet and elevate the yields that it currently earns. Green Dot had begun to do that work, and we will continue to execute on that strategy. We believe that we can elevate the earnings power meaningfully when this exercise is complete. More important is that these deposits and the ongoing growth in deposits from our partnership with the embedded finance platform provide our loan generation engine plenty of liquidity to grow. This deposit generation capability provides a perfect complement to the lending business that we've built and continue to invest in. Over time, as we deploy those deposits into loans, not just securities, we expect that to represent additional upside to our shareholders. Having this deposit generation platform is not just about providing a tremendous amount of liquidity right out of the gates. As many of you on this call can attest, the banking industry is going through tremendous structural change. New non-bank competitors have emerged that are now serving the next generation of businesses and consumers outside the traditional banking system. This is placing pressure on traditional banks and the ability to grow low-cost deposits. With Green Dot Bank, we are now well-positioned to generate deposits and ensure that we do not fall behind in the evolution of banking. There is significant human capital in both of these organizations that will work together to make that a reality. Finally, the third aspect of this combination that I'm excited about is the opportunity to grow with the embedded finance sector. As the Green Dot embedded finance business grows, Green Dot Bank and CommerceOne collectively grow. Beyond that, I see additional avenues for growth. The first opportunity I see is for us to invest and position CommerceOne to serve other customers beyond just Green Dot. Green Dot Bank has a tremendous amount of infrastructure and experience in supporting the embedded finance sector. We are confident that other embedded finance companies would welcome the opportunity to leverage this platform. We intend to begin immediately to invest further building out industry-leading compliance and risk management infrastructure to support that growth. Investments in these areas will ultimately become a competitive advantage. The second opportunity for growth that I see in this new sector opportunity is to bring additional products and features that can be leveraged by our future partners in the embedded finance business. Currently, Green Dot provides its partners with an industry-leading account platform and payment solutions via its Arc platform. I believe we can build upon that success and leverage our experience as lenders to build out lending platforms and capabilities to support embedded finance partners with loan origination platforms or lending as a service. Ultimately, I believe there's an opportunity to selectively create direct-to-consumer lending products for those partners. In conversations with Green Dot management, they were firm believers that this is an attractive opportunity and one that the industry will welcome. With this new attractive opportunity to build out capabilities to serve the embedded finance sector, it will also provide us with the opportunity to increasingly diversify our revenue base. Prior to this transaction, our revenue base was tied predominantly to traditional margin business. Now we have an attractive fee-based revenue stream to complement that and build out a more diversified, durable, and higher absolute level of earnings. The result is that with this merger, we are positioning CommerceOne as a bank for the next generation of banking. We will have a banking company that marries a strong and growing loan origination capability with an efficient next-generation deposit-gathering platform. This core banking franchise is then enhanced by building out an established embedded finance operation. The end result is a bank that has a diversified earnings base, increased scale, and attractive, predictable returns that will generate substantial excess capital to support growth and create value for shareholders. As a shareholder, that's the kind of company I want to be invested in. For the many very talented people in both organizations, that's the vision that I want to be a part of. Now, let me turn it back to Bill Jacobs for some closing comments before we take your questions. Thank you, Kenneth. In closing, I am thrilled with the agreement that we have come to with Smith Ventures and CommerceOne, as this combination of transactions provides a clear path to value creation for our shareholders, employees, and all of our stakeholders. I would personally like to thank all of the employees of Green Dot. Over the years, you have worked hard to build a tremendous company. Both I and the board are grateful for your hard work and commitment. With that, we are happy to take your questions. We will now begin the question and answer session. To ask a question, you may press star, then one on your touch-tone phone. If you are using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star, then two. We ask that you limit yourself to one question and one follow-up. If you have additional questions, please rejoin the queue. At this time, we will pause momentarily to assemble our roster. The first question today comes from George S. Sutton with Craig-Hallum. Please go ahead. Thank you, Austin. Congratulations to everyone on the transaction. I wondered if we could talk about the tangible book value multiple anticipated in the range that we're thinking of here, one to 1.8. Can you talk about what sorts of comps you were using to generate that sense? Yeah. I can hear a— Go ahead. All right. No, go ahead, Kenneth. This is Jess. I appreciate the question. As you can imagine, the newly formed public bank company will be competing in the partner bank business. All the comps are the existing public partner banks, and you can imagine Pathward, others, etc. It is looking at a mix across, I think, probably five or six comps, all competing in the partner bank business. Just a follow-up for Kenneth. It sounds like you're traditionally focused on the business banking market, now bringing on more of a consumer bank-focused business. Can you talk about bringing those two together, where the key focuses will be? Sure. Thanks for the question. I view this as very complementary lines of business, as we talked about, one being this asset production engine that we have that's in the commercial space. We've invested in that, continue to invest in that, feel real good about what we can continue to generate in that area, but have now more funding diversification as we're able to, again, diversify the funding perspective. I view that as complementary lines of business between the two. Okay. Thanks, guys. The next question comes from Chris Kennedy with William Blair. Please go ahead. Yeah. Good morning. Thanks for all the detail. Congrats on the transaction. Kenneth, you mentioned about—you talked about building out the functionality of the platform. Are you thinking about that doing through additional M&A or building it organically as you move into LOS systems, what have you? I think we would be open to either. I think that there's a lot of work to be done in the interim to build the infrastructure from not just operational, but from a compliance perspective. We have to get that right. We have to do that right the first time, every time. That is our primary focus upfront. Beyond that, I think we're open to opportunities as they present themselves from either perspective. Got it. Just talk about kind of what you've seen in the partner bank environment over the years and kind of why this is the right time to do this transaction. Thanks for taking the questions. Sure. I think, as I alluded to, the world's changing. How we fund our balance sheets are changing. We continue to have competition from non-banks. I think we just have to view the world differently and recognize that funding does not look like and will not look like it has in years gone by. This complementary line of business makes a lot of sense from our perspective. We feel like it does from the Green Dot side as well to combine this earning asset engine with this unique deposit function. Great. Thank you. As a reminder, if you would like to ask a question, please press star, then one to join the question queue. The next question comes from Mike Grondahl with Northland Securities. Please go ahead. Hey, thanks, guys. Congratulations on getting this done. Maybe for Jess, Jess, could you kind of walk us through which of the Green Dot businesses go to Smith Ventures and which ones are going to stay at Green Dot / CommerceOne? Sure. Thanks, Mike. Appreciate the question. The way to think about it in terms of our existing public filings would be that the consumer business, so our retail and direct channels, those programs move over to the payments business, our B2B segment, so both our BAS and Rapid Employer Services business, and then lastly, our money movement segment, which includes our tax processing business and our money movement business, and all the technological infrastructure that supports those programs, as well as the operations, move to the payments business. What's truly moving into the remaining sort of new public company will be the bank as it exists today. Think of the call report, for example, that piece will be moving over. Certainly, there will be a new MSA structure between the two entities. Got it. Do we know anything about that MSA structure, that seven-year agreement, what that's worth, or how should we think about that? Yeah. I mean, I think it is tied to sort of market rates, market terms. For many years, Green Dot Bank has been a captive. We wanted to make sure that when we're pricing the MSA between the two entities, that it's consistent with the broader market terms. Think about the bank earning a portion of some of the revenue streams, etc. Not unlike what you might find in some of the other public fintechs and some of their disclosures about how they compensate their partner banks, this would not be wildly different than that. Got it. Okay. Hey, thank you. Once again, if you would like to ask a question, please press star, then one to join the question queue. The next question comes from George S. Sutton with Craig-Hallum. Please go ahead. Thank you. Can you just give us a little bit more detail on the risks to the transaction close? We have a committed financing, if I understand correctly. If you can go into that in a little more detail. We have a shareholder vote that will need to occur, and then we have regulatory approvals. My assumption is the way this is being structured will fit the regulatory requirements. Can you just walk through some of those risks? Bill, who do you want to take? Okay. We have got a commitment letter for the financing. Maybe Kenneth, if you want to talk about regulatory, give your thoughts there. Y eah. No, from a regulatory perspective, it is not unlike any other transaction. Obviously, we have had preliminary conversations with the Fed, but we will put together an application, identify our business plan as we have talked about it, identify the risk, and then the mitigation of the risk there, our approach from a compliance perspective. As I shared earlier, we have to do that right the first time, every time, and demonstrate to the Fed that we are in a position to execute and to do it the right way. From a compliance standpoint, that is, I think, where we will be focusing a lot of time over the next few weeks. Shareholder approval, obviously, is needed from both groups, but I'll let the rest of the panel talk about any of the committed financing or anything on that front. Let me just add, from the Green Dot standpoint, in looking at potential transactions, the closability of the transaction, as well as the committed financing, was a significant part of our board's interest in looking at various bidders to the company. We spent a lot of time understanding the financing that the Smith Ventures Group has put together to purchase the embedded finance business, their equity commitments. We spent with the attorneys for CommerceOne. We spent time with regulators to make sure we understood what issues may or may not come up. We came to the conclusion that this was an eminently closable and approval transaction. Thanks for the thoughts. This concludes our question and answer session. I would like to turn the conference back over to Bill Jacobs for any closing remarks. Thank you. Thanks for joining us this morning. This has been an exciting eight-month process at Green Dot. We were overwhelmed with interest from people who wanted to partner with Green Dot during this process. We ultimately chose the Smith Ventures, CommerceOne Group because we felt that they had the perfect combination of expertise and knowledge to make the future of Green Dot a successful organization. Thank you for being on the call, and you'll be hearing more in the future. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.