SCHEDULE 13D/A: Starboard Value Reduces Stake in Green Dot Corp Below 5% Threshold

Activist investor Starboard Value LP and its affiliates have significantly reduced their beneficial ownership in Green Dot Corp, falling below the 5% reporting threshold as of May 9, 2025.

Summary

• Starboard Value LP and its affiliated entities, including Starboard V&O Master Fund Ltd and Starboard S LLC, have ceased to beneficially own more than 5% of Green Dot Corp's Class A Common Stock as of May 9, 2025.
• The aggregate percentage of shares beneficially owned by Starboard Value LP and its affiliates is now 3.8% (2,066,850 shares) for Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, and Jeffrey C. Smith, and 3.8% (2,071,070 shares) for Peter A. Feld.
• The total number of Green Dot Corp shares outstanding used for these calculations is 54,873,357 as of March 31, 2025, as reported in the Issuer's Definitive Proxy Statement filed on April 11, 2025.
• Despite the reduction in beneficial ownership, the Reporting Persons collectively maintain economic exposure to approximately 6.9% of outstanding shares (3,795,025 shares) through cash-settled total return swap agreements with UBS, which mature on December 1, 2025.
• Specific sales transactions occurred on May 9, 2025, with shares sold at prices of $10.6450 and $10.8720 by various Starboard entities.
• The aggregate purchase price for the shares beneficially owned by Starboard V&O Fund was approximately $27,692,286 for 1,181,283 shares, Starboard S LLC was approximately $5,288,619 for 223,413 shares, Starboard L Master was approximately $3,005,088 for 126,792 shares, Starboard X Master was approximately $6,597,374 for 135,235 shares, and the Starboard Value LP Account was approximately $14,974,375 for 400,127 shares.
• Mr. Peter A. Feld directly owns 4,220 shares, which were granted to him in his former capacity as a director of Green Dot Corp.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative as a prominent activist investor has reduced its direct beneficial ownership below a key threshold, potentially signaling a decrease in active engagement or conviction in the company's near-term prospects, although economic exposure is maintained through swaps.

Negatives

• Starboard Value LP and its affiliates have reduced their beneficial ownership in Green Dot Corp to below the 5% threshold, indicating a significant reduction in their direct stake and potentially their activist influence.

Future Outlook

The document indicates that Starboard Value LP and its affiliates have ceased to beneficially own more than 5% of Green Dot Corp's outstanding shares as of May 9, 2025. While they retain economic exposure through swaps until December 1, 2025, this filing signals a reduction in their direct voting and dispositive power over the issuer's securities.

Industry Context

This filing reflects a change in a significant activist investor's position in a publicly traded company. Such changes can influence market perception regarding the company's future strategic direction and governance, especially if the activist was previously pushing for specific changes. The use of cash-settled total return swaps is a common financial instrument used by investors to gain economic exposure without direct beneficial ownership or voting rights.

Stakeholder Impact

• Shareholders: May perceive this as a reduction in activist oversight or a signal of the activist's changing view on the company's value, potentially impacting share price volatility. The maintenance of economic exposure through swaps suggests continued interest in the company's performance, but without direct voting power.

Key Dates

Keywords

Green Dot Corp, Starboard Value LP, Schedule 13D, Beneficial Ownership, Shareholding, Activist Investor, Total Return Swaps, GDOT, SEC Filing