SCHEDULE 13D/A: Starboard Value Updates Green Dot Corp Stake, Reports Significant Share Sales and Swap Adjustments

Activist investor Starboard Value LP and its affiliates have filed an Amendment No. 7 to their Schedule 13D, disclosing recent sales of Green Dot Corp common stock and adjustments to their economic exposure through cash-settled total return swaps.

Summary

• Starboard Value LP and its affiliated entities collectively beneficially own 3,016,850 shares of Green Dot Corp Class A Common Stock, representing approximately 5.5% of the outstanding shares.
• The reporting persons collectively possess economic exposure to an aggregate of 4,745,025 shares, which represents approximately 8.6% of Green Dot Corp's outstanding shares, including both directly owned shares and notional shares from cash-settled total return swaps.
• The total number of Green Dot Corp shares outstanding, as of March 31, 2025, is 54,873,357.
• Starboard Value and Opportunity Master Fund Ltd sold a total of 609,613 shares across three dates: 260,313 shares at $7.6380 on April 9, 2025; 284,129 shares at $7.3870 on April 14, 2025; and 55,171 shares at $7.5200 on April 15, 2025.
• Starboard Value and Opportunity S LLC sold a total of 110,737 shares across three dates: 48,075 shares at $7.6380 on April 9, 2025; 52,473 shares at $7.3870 on April 14, 2025; and 10,189 shares at $7.5200 on April 15, 2025.
• Starboard Value and Opportunity C LP sold a total of 250,698 shares across two dates: 28,167 shares at $7.6380 on April 9, 2025; and 222,531 shares at $7.2200 on April 11, 2025. Additionally, it sold 97,444 notional shares from a cash-settled total return swap at $7.3200 on April 11, 2025.
• Starboard Value and Opportunity Master Fund L LP sold a total of 58,521 shares across three dates: 25,406 shares at $7.6380 on April 9, 2025; 27,731 shares at $7.3870 on April 14, 2025; and 5,384 shares at $7.5200 on April 15, 2025.
• Starboard X Master Fund Ltd sold a total of 137,940 shares across three dates: 59,885 shares at $7.6380 on April 9, 2025; 65,363 shares at $7.3870 on April 14, 2025; and 12,692 shares at $7.5200 on April 15, 2025.
• Starboard Value LP (through the Starboard Value LP Account) sold a total of 180,022 shares across three dates: 78,154 shares at $7.6380 on April 9, 2025; 85,304 shares at $7.3870 on April 14, 2025; and 16,564 shares at $7.5200 on April 15, 2025.
• Starboard C LP is no longer a party to its previously disclosed cash-settled total return swaps.
• New cash-settled total return swap agreements with UBS as counterparty were entered into by Starboard V&O Fund (912,457 notional shares), Starboard S LLC (163,262 notional shares), Starboard L Master (77,553 notional shares), Starboard X Master (346,430 notional shares), and Starboard Value LP Account (228,473 notional shares), all with a maturity date of December 1, 2025.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the significant share sales by the activist investor, which could be perceived as a reduction in direct conviction. However, the continued substantial economic exposure through swaps indicates ongoing interest, preventing a strongly negative score.

Negatives

• Starboard Value and its affiliates have sold a significant number of Green Dot Corp common shares since the filing of Amendment No. 6, totaling over 1.35 million shares, which could indicate a reduction in direct conviction or a rebalancing of their portfolio.
• Starboard Value and Opportunity C LP sold its previously held cash-settled total return swaps, indicating a complete exit from that specific economic exposure.

Risks

• The reduction in direct share ownership by an activist investor like Starboard Value could be perceived negatively by the market, potentially signaling a shift in their engagement strategy or a less optimistic outlook on the company's near-term performance.
• While cash-settled total return swaps provide economic exposure, they do not confer voting rights, which could limit Starboard Value's direct influence on corporate governance matters despite their significant overall economic stake.
• The use of cash-settled total return swaps introduces counterparty risk with UBS, although this is a standard financial instrument.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding Green Dot Corp's future performance or strategic direction from the reporting persons.

Industry Context

This filing provides an update on the ownership stake of Starboard Value LP, a prominent activist investor, in Green Dot Corp. It reflects Starboard's ongoing engagement with the company, characterized by a mix of direct share ownership and economic exposure through derivatives, a common strategy for activist funds to manage their positions and influence.

Stakeholder Impact

• Shareholders: The reported share sales by a significant activist investor could lead to negative market sentiment and potential downward pressure on the stock price. The continued economic exposure through swaps indicates Starboard Value's ongoing interest, which could still influence future corporate actions.

Key Dates

Keywords

Schedule 13D/A, Green Dot Corp, Starboard Value LP, Common Stock, Beneficial Ownership, Economic Exposure, Cash-Settled Total Return Swaps, Share Sales, Activist Investor, GDOT