NTSP / Netspend Holdings, Inc. - Documents déposés auprès de la SEC, rapport annuel, procuration

Netspend Holdings, Inc.
US
CE SYMBOLE N'EST PLUS ACTIF

Statistiques de base
CIK 1496623
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Netspend Holdings, Inc.
SEC Filings (Chronological Order)
Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.
February 11, 2014 SC 13G/A

NTSP / Netspend Holdings, Inc. / OAK MANAGEMENT CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* NetSpend Holdings, Inc. (Name of Issuer) Common Stock Par Value $0.001 (Title of Class of Securities) 64118V106 (CUSIP Number) December 31, 2

July 11, 2013 15-12B

- TERMINATION OF REGISTRATION OF SECURITIES UNDER SECTION 12(B)

15-12B 1 a13-1646011512b.htm TERMINATION OF REGISTRATION OF SECURITIES UNDER SECTION 12(B) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commissi

July 1, 2013 EX-3.2

AMENDED AND RESTATED BYLAWS NETSPEND HOLDINGS, INC. A DELAWARE CORPORATION

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NETSPEND HOLDINGS, INC. A DELAWARE CORPORATION AMENDED AND RESTATED BYLAWS OF NETSPEND HOLDINGS, INC. ARTICLE I. OFFICES Section 1. Registered Office. The address of the registered office of NetSpend Holdings, Inc. (the “Corporation”) in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle,

July 1, 2013 EX-99.1

Total System Services, Inc. One TSYS Way P.O. Box 2567 Columbus, GA 31902-2567 +1.706.649.2307 +1.706.649.5740 www.tsys.com

Exhibit 99.1 Total System Services, Inc. One TSYS Way P.O. Box 2567 Columbus, GA 31902-2567 +1.706.649.2307 +1.706.649.5740 www.tsys.com For immediate release: Contacts: Cyle Mims TSYS Media Relations +1.706.644.3110 [email protected] Shawn Roberts TSYS Investor Relations +1.706.644.6081 [email protected] TSYS Completes Acquisition of NetSpend COLUMBUS, Georgia, and AUSTIN, Texas, July 1, 2013

July 1, 2013 S-8 POS

- POST-EFFECTIVE AMENDMENT TO A S-8 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on July 1, 2013 Registration No.

July 1, 2013 S-8 POS

- POST-EFFECTIVE AMENDMENT TO A S-8 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on July 1, 2013 Registration No.

July 1, 2013 S-8 POS

- POST-EFFECTIVE AMENDMENT TO A S-8 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on July 1, 2013 Registration No.

July 1, 2013 SC 13D/A

NTSP / Netspend Holdings, Inc. / TOTAL SYSTEM SERVICES INC - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-1(a) (Amendment No. 1)* NETSPEND HOLDINGS, INC. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 64118V106 (CUSIP Number) G. Sanders Griff

July 1, 2013 EX-3.1

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION NETSPEND HOLDINGS, INC.

Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NETSPEND HOLDINGS, INC. 1. The name of the corporation (which is hereinafter referred to as the “Corporation”) is NetSpend Holdings, Inc. 2. The address of the Corporation’s registered agent in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The n

July 1, 2013 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): July 1, 2013 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commission Fi

June 20, 2013 8-K

Other Events - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): June 20, 2013 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commission F

June 18, 2013 8-K

Submission of Matters to a Vote of Security Holders - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): June 18, 2013 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commission F

May 31, 2013 8-K

Submission of Matters to a Vote of Security Holders - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): May 31, 2013 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commission Fi

May 29, 2013 EX-99.1

NETSPEND HOLDINGS, INC. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING AND MODIFICATIONS TO MERGER AGREEMENT Memorandum of Understanding Entered Into With Respect to Pending Stockholder Litigation

QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 NETSPEND HOLDINGS, INC. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING AND MODIFICATIONS TO MERGER AGREEMENT Memorandum of Understanding Entered Into With Respect to Pending Stockholder Litigation Austin, Texas, May 29, 2013—NetSpend Holdings, Inc. (NASDAQ: NTSP) ("NetSpend" or the "Company") today announced that it will adjo

May 29, 2013 EX-2.1

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

QuickLinks - Click here to rapidly navigate through this document Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT (this "Amendment") to the Agreement and Plan of Merger, dated as of February 19, 2013 (the "Agreement"), by and among Total System Services, Inc., a Georgia corporation ("Parent"), General Merger Sub, Inc., a Delaware corporation and a wholly owned subs

May 29, 2013 EX-99.2

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

QuickLinks - Click here to rapidly navigate through this document Exhibit 99.2 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE BRENDA KOEHLER, individually and on behalf of all others similarly situated, Plaintiff, v. C.A. No. 8373-VCG NETSPEND HOLDINGS, INC., DANIEL R. HENRY, ANDREW W. ADAMS, THOMAS A. MCCULLOUGH, DANIEL M. SCHLEY, ALEXANDER R. CASTALDI, FRANCISCO J. RODRIGUEZ, ANN HUNTRESS LAM

May 29, 2013 EX-99.1

NETSPEND HOLDINGS, INC. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING AND MODIFICATIONS TO MERGER AGREEMENT Memorandum of Understanding Entered Into With Respect to Pending Stockholder Litigation

EX-99.1 3 a2215454zex-991.htm EX-99.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 NETSPEND HOLDINGS, INC. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING AND MODIFICATIONS TO MERGER AGREEMENT Memorandum of Understanding Entered Into With Respect to Pending Stockholder Litigation Austin, Texas, May 29, 2013—NetSpend Holdings, Inc. (NASDAQ: NTSP) ("NetSpend" or the "Compa

May 29, 2013 EX-2.1

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

QuickLinks - Click here to rapidly navigate through this document Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT (this "Amendment") to the Agreement and Plan of Merger, dated as of February 19, 2013 (the "Agreement"), by and among Total System Services, Inc., a Georgia corporation ("Parent"), General Merger Sub, Inc., a Delaware corporation and a wholly owned subs

May 29, 2013 DEFA14A

- 8-K

QuickLinks - Click here to rapidly navigate through this document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 29, 2013 NetSpend Holdings, Inc.

May 29, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K

QuickLinks - Click here to rapidly navigate through this document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 29, 2013 NetSpend Holdings, Inc.

May 29, 2013 DEFA14A

- DEFA14A

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 29, 2013 EX-99.2

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

QuickLinks - Click here to rapidly navigate through this document Exhibit 99.2 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE BRENDA KOEHLER, individually and on behalf of all others similarly situated, Plaintiff, v. C.A. No. 8373-VCG NETSPEND HOLDINGS, INC., DANIEL R. HENRY, ANDREW W. ADAMS, THOMAS A. MCCULLOUGH, DANIEL M. SCHLEY, ALEXANDER R. CASTALDI, FRANCISCO J. RODRIGUEZ, ANN HUNTRESS LAM

May 23, 2013 EX-99.1

NETSPEND HOLDINGS, INC. ANNOUNCES ORDER

Exhibit 99.1 NETSPEND HOLDINGS, INC. ANNOUNCES ORDER Austin, Texas, May 22, 2013 — NetSpend Holdings, Inc. (NASDAQ: NTSP) (“NetSpend” or the “Company”), a leading provider of general-purpose reloadable prepaid debit cards (“GPR”) and related financial services to underbanked consumers in the United States, today announced that on May 21, 2013 the Court of Chancery of the State of Delaware (“Court”

May 23, 2013 8-K

Financial Statements and Exhibits, Other Events - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 21, 2013 NetSpend Holdings, Inc.

May 23, 2013 DEFA14A

- CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 21, 2013 NetSpend Holdings, Inc.

May 23, 2013 EX-99.1

NETSPEND HOLDINGS, INC. ANNOUNCES ORDER

Exhibit 99.1 NETSPEND HOLDINGS, INC. ANNOUNCES ORDER Austin, Texas, May 22, 2013 — NetSpend Holdings, Inc. (NASDAQ: NTSP) (“NetSpend” or the “Company”), a leading provider of general-purpose reloadable prepaid debit cards (“GPR”) and related financial services to underbanked consumers in the United States, today announced that on May 21, 2013 the Court of Chancery of the State of Delaware (“Court”

May 21, 2013 DEFA14A

- CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 20, 2013 NetSpend Holdings, Inc.

May 21, 2013 EX-99.1

NETSPEND HOLDINGS, INC. ANNOUNCES NEW SPECIAL MEETING DATE

Exhibit 99.1 NETSPEND HOLDINGS, INC. ANNOUNCES NEW SPECIAL MEETING DATE Austin, Texas, May 20, 2013 — NetSpend Holdings, Inc. (NASDAQ: NTSP) (“NetSpend” or the “Company”), a leading provider of general-purpose reloadable prepaid debit cards (“GPR”) and related financial services to underbanked consumers in the United States, today announced that it has postponed until Friday, May 31, 2013 its spec

May 21, 2013 EX-99.1

NETSPEND HOLDINGS, INC. ANNOUNCES NEW SPECIAL MEETING DATE

EX-99.1 2 a13-129231ex99d1.htm EX-99.1 Exhibit 99.1 NETSPEND HOLDINGS, INC. ANNOUNCES NEW SPECIAL MEETING DATE Austin, Texas, May 20, 2013 — NetSpend Holdings, Inc. (NASDAQ: NTSP) (“NetSpend” or the “Company”), a leading provider of general-purpose reloadable prepaid debit cards (“GPR”) and related financial services to underbanked consumers in the United States, today announced that it has postpo

May 21, 2013 8-K

Other Events - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 20, 2013 NetSpend Holdings, Inc.

May 20, 2013 DEFA14A

- CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 17, 2013 NetSpend Holdings, Inc.

May 20, 2013 8-K

Other Events - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 17, 2013 NetSpend Holdings, Inc.

May 13, 2013 DEFA14A

- CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 13, 2013 NetSpend Holdings, Inc.

May 13, 2013 8-K

Other Events - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 13, 2013 NetSpend Holdings, Inc.

May 3, 2013 EX-10.1

ADDENDUM TO FOURTH AMENDED AND RESTATED INDEPENDENT AGENCY AGREEMENT

EX-10.1 2 a13-83201ex10d1.htm EX-10.1 Exhibit 10.1 ADDENDUM TO FOURTH AMENDED AND RESTATED INDEPENDENT AGENCY AGREEMENT THIS ADDENDUM TO FOURTH AMENDED AND RESTATED INDPENDENT AGENCY AGREEMENT (this “Addendum”) is entered into as of May 1, 2012 by and between NETSPEND CORPORATION, a Delaware corporation (“NetSpend”), and ACE CASH EXPRESS, INC., a Texas corporation (“Agent”). WHEREAS, Agent and Net

May 3, 2013 EX-10.2

SECOND ADDENDUM TO FOURTH AMENDED AND RESTATED INDEPENDENT AGENCY AGREEMENT

Exhibit 10.2 SECOND ADDENDUM TO FOURTH AMENDED AND RESTATED INDEPENDENT AGENCY AGREEMENT THIS SECOND ADDENDUM TO FOURTH AMENDED AND RESTATED INDPENDENT AGENCY AGREEMENT (this “Addendum”) is entered into on February 19, 2013 by and between NETSPEND CORPORATION, a Delaware corporation (“NetSpend”), and ACE CASH EXPRESS, INC., a Texas corporation (“ACE”). WHEREAS, ACE and NetSpend have entered into t

May 3, 2013 10-Q

Quarterly Report - QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D)

10-Q 1 a13-8320110q.htm QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2013 OR o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1

May 3, 2013 EX-10.3

FORM OF AWARD AGREEMENT AMENDMENT

Exhibit 10.3 FORM OF AWARD AGREEMENT AMENDMENT February 19, 2013 [Executive] [Address] [City, State, zip] Dear [Executive], I am pleased to inform you that the Compensation Committee of NetSpend Holdings, Inc. (the “Company”) has favorably amended certain stock option and restricted stock awards (as set forth below) granted to you under the Amended and Restated NetSpend Holdings, Inc. 2004 Stock O

April 23, 2013 DEFM14A

- DEFM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 19, 2013 10-K/A

Annual Report - 10-K/A

10-K/A 1 a2214462z10-ka.htm 10-K/A Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents 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, 2012 Commission file number: 001-34915 NetSpend Holdings,

April 18, 2013 PRER14A

- PRER14A

PRER14A 1 a2214428zprer14a.htm PRER14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ý Filed by a Party other than the Registrant o Check

March 26, 2013 PRER14A

- PRER14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 22, 2013 DFAN14A

- DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

March 8, 2013 PREM14A

- PREM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 6, 2013 DEFA14A

- DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

February 22, 2013 10-K

Annual Report - 10-K

Use these links to rapidly review the document TABLE OF CONTENTS PART IV Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 22, 2013 EX-10.45

Description of NetSpend Holdings, Inc. 2012 Non-affiliated Independent Director Compensation Program

Exhibit 10.45 Description of NetSpend Holdings, Inc. 2012 Non-affiliated Independent Director Compensation Program Compensation of Directors In 2012, members of our Board of Directors who are not our employees and are not affiliated with any Oak Investment Partners-affiliated entity (collectively, “Oak”) or any JLL Partners-affiliated entity (collectively, “JLL”) received an annual cash retainer o

February 22, 2013 EX-24.1

POWER OF ATTORNEY

QuickLinks - Click here to rapidly navigate through this document Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned directors and officers of NetSpend Holdings, Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints Daniel R. Henry, George W. Gresham and Steven F. Coleman, and each of them, as his or her true and lawful attorney-in-fact, each with full power to act with

February 22, 2013 SC 13D

NTSP / Netspend Holdings, Inc. / TOTAL SYSTEM SERVICES INC - SC 13D Activist Investment

SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-1(a) (Amendment No. )* NETSPEND HOLDINGS, INC. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 64118V106 (CUSIP Number) G. Sanders Griffith S

February 20, 2013 EX-99

VOTING AGREEMENT

EX-99 2 exh1.htm VOTING AGREEMENT EXECUTION VERSION VOTING AGREEMENT VOTING AGREEMENT, dated as of February 19, 2013 (this “Agreement”), by and among Total System Services, Inc., a Georgia corporation (“Parent”), and each of the Persons listed on Schedule 1 hereto (each a “Stockholder” and collectively, the “Stockholders”). W I T N E S S E T H: WHEREAS, concurrently with the execution of this Agre

February 20, 2013 SC 13D/A

NTSP / Netspend Holdings, Inc. / JLL Partners Fund IV, L.P. - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* NETSPEND HOLDINGS, INC. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 64118V106 (CUSIP Number) JLL Partners Fund IV, L.P. 450 Lexington Avenue, 31st Floor New York, New York 10017 (212) 286-8600 Attention: Pau

February 20, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 19, 2013 NetSpend Holdings, Inc.

February 20, 2013 DEFA14A

- DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

DEFA14A 1 a13-56811defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

February 20, 2013 EX-99.2

TSYS NetSpend Announcement Feb 19, 2013 Confidential - 2013 NetSpend © Corporation Presentation 1 19 February 2013

EX-99.2 3 a13-56041ex99d2.htm EX-99.2 Exhibit 99.2 TSYS NetSpend Announcement Feb 19, 2013 Confidential - 2013 NetSpend © Corporation Presentation 1 19 February 2013 Cautionary Statement Regarding Forward-Looking Statements In this presentation, and from time to time, NetSpend makes certain statements that constitute "forward-looking statements" within the meaning of the federal securities laws. T

February 20, 2013 DFAN14A

- DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

February 20, 2013 EX-99.1

TSYS to Acquire NetSpend February 19, 2013 © 2013 Total System Services, Inc.® All rights reserved worldwide.

Exhibit 99.1 TSYS to Acquire NetSpend February 19, 2013 © 2013 Total System Services, Inc.® All rights reserved worldwide. Disclosure Cautionary Statement Regarding Forward-Looking Statements This presentation contains statements that constitute "forward-looking statements" within the meaning of the federal securities laws. These forward-looking statements include, among others, statements about t

February 20, 2013 DFAN14A

- DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

February 19, 2013 EX-99.1

TSYS to Acquire NetSpend Acquisition Expands TSYS’ Role in High-Growth Area of Payments

Exhibit 99.1 Total System Services, Inc. One TSYS Way P.O. Box 2567 Columbus, GA 31902-2567 +1.706.649.2307 +1.706.649.5740 www.tsys.com For immediate release: Contacts: Cyle Mims TSYS Media Relations +1.706.644.3110 [email protected] Shawn Roberts TSYS Investor Relations +1.706.644.6081 [email protected] Krista Shepard NetSpend +1.512.531.8732 [email protected] TSYS to Acquire NetSpend Ac

February 19, 2013 EX-2.1

AGREEMENT AND PLAN OF MERGER DATED AS OF February 19, 2013 TOTAL SYSTEM SERVICES, INC., GENERAL MERGER SUB, INC. NETSPEND HOLDINGS, INC.

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER DATED AS OF February 19, 2013 AMONG TOTAL SYSTEM SERVICES, INC., GENERAL MERGER SUB, INC. AND NETSPEND HOLDINGS, INC. TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Effective Time of the Merger 2 Section 1.3 Certificate of Incorporation 2 Section 1.4 By-laws 2 Section 1.5 Board of Directors and Officers

February 19, 2013 EX-99.2

Total System Services, Inc. One TSYS Way P.O. Box 2567 Columbus, GA 31902-2567 +1.706.649.2307 +1.706.649.5740 www.tsys.com

EX-99.2 Exhibit 99.2 Total System Services, Inc. One TSYS Way P.O. Box 2567 Columbus, GA 31902-2567 +1.706.649.2307 +1.706.649.5740 www.tsys.com For immediate release: Contacts: Cyle Mims TSYS Media Relations +1.706.644.3110 [email protected] Shawn Roberts TSYS Investor Relations +1.706.644.6081 [email protected] Krista Shepard NetSpend +1.512.531.8732 [email protected] TSYS to Acquire Net

February 19, 2013 EX-99.1

TSYS to Acquire NetSpend

EX-99.1 TSYS to Acquire NetSpend February 19, 2013 © 2013 Total System Services, Inc. ® All rights reserved worldwide. Exhibit 99.1 Disclosure Cautionary Statement Regarding Forward-Looking Statements Additional Information and Where to Find It Participants in the Solicitation Non-GAAP Financial Measures 2 © 2013 Total System Services, Inc. ® All rights reserved worldwide. This presentation contai

February 19, 2013 DFAN14A

- 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 19, 2013 Total System Services, Inc. (Exact name of registrant as specified in its charter) Georgia 1-10254 58-1493818 (State of incorporation) (Commission File Number) (I

February 19, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 19, 2013 NetSpend Holdings, Inc.

February 19, 2013 EX-10.2

J.P. MORGAN SECURITIES LLC JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, New York 10179

EX-10.2 Exhibit 10.2 EXECUTION VERSION J.P. MORGAN SECURITIES LLC JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, New York 10179 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. 1251 Avenue of the Americas New York, NY 10020 CONFIDENTIAL February 19, 2013 Bridge Term Loan Facility Commitment Letter Total System Services, Inc. One TSYS Way Columbus, Georgia 31901 Attention: James B. Lipham, Senior Exe

February 19, 2013 DFAN14A

- 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 19, 2013 Total System Services, Inc. (Exact name of registrant as specified in its charter) Georgia 1-10254 58-1493818 (State of incorporation) (Commission File Number) (I

February 19, 2013 EX-10.1

FORM OF FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.1 FORM OF FIRST AMENDMENT TO EMPLOYMENT AGREEMENT FIRST AMENDMENT (the “Amendment”), dated as of February 19, 2013 (the “Effective Date”), to that certain Management Employment Agreement, dated as of [DATE] (the “Employment Agreement”) by and among NetSpend Corporation, a Delaware corporation (the “Company”), and [EXECUTIVE], an individual resident of the State of [STATE NAME] (the “Exe

February 19, 2013 EX-2.1

AGREEMENT AND PLAN OF MERGER DATED AS OF February 19, 2013 TOTAL SYSTEM SERVICES, INC., GENERAL MERGER SUB, INC. NETSPEND HOLDINGS, INC. TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Effective Time of the Merger 2

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER DATED AS OF February 19, 2013 AMONG TOTAL SYSTEM SERVICES, INC., GENERAL MERGER SUB, INC. AND NETSPEND HOLDINGS, INC. TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Effective Time of the Merger 2 Section 1.3 Certificate of Incorporation 2 Section 1.4 By-laws 2 Section 1.5 Board of Directors and Of

February 19, 2013 EX-10.1

VOTING AGREEMENT

EX-10.1 3 d488902dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION VOTING AGREEMENT VOTING AGREEMENT, dated as of February 19, 2013 (this “Agreement”), by and among Total System Services, Inc., a Georgia corporation (“Parent”), and each of the Persons listed on Schedule 1 hereto (each a “Stockholder” and collectively, the “Stockholders”). W I T N E S S E T H: WHEREAS, concurrently with the executi

February 19, 2013 EX-10.2

FORM OF AWARD AGREEMENT AMENDMENT

EX-10.2 4 a13-55501ex10d2.htm EX-10.2 Exhibit 10.2 FORM OF AWARD AGREEMENT AMENDMENT February 19, 2013 [Executive] [Address] [City, State, zip] Dear [Executive], I am pleased to inform you that the Compensation Committee of NetSpend Holdings, Inc. (the “Company”) has favorably amended certain stock option and restricted stock awards (as set forth below) granted to you under the Amended and Restate

February 14, 2013 SC 13G/A

NTSP / Netspend Holdings, Inc. / OAK MANAGEMENT CORP Passive Investment

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 14, 2013 SC 13G/A

NTSP / Netspend Holdings, Inc. / 12 West Capital Management LP - NETSPEND13GAM1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NETSPEND HOLDINGS, INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 64118V106 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 13, 2013 EX-99.1

NetSpend Holdings, Inc. Reports Fourth Quarter Financial Results Revenues Up 17 Percent Active Accounts On Direct Deposit Up 25 Percent

Exhibit 99.1 NetSpend Holdings, Inc. Reports Fourth Quarter Financial Results Revenues Up 17 Percent Active Accounts On Direct Deposit Up 25 Percent AUSTIN, Texas-(BUSINESS WIRE)-February 13, 2013-NetSpend Holdings, Inc. (NASDAQ:NTSP), a leading provider of general-purpose reloadable prepaid debit cards and related financial services, today announced financial results for the fourth quarter and ye

February 13, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a50563685.htm NETSPEND HOLDINGS, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): February 13, 2013 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State o

November 9, 2012 EX-10.1

SETTLEMENT AND LICENSE AGREEMENT

EX-10.1 2 exh101.htm EXHIBIT 10.1 Exhibit 10.1 SETTLEMENT AND LICENSE AGREEMENT This Settlement and License Agreement (“Agreement”) is made and entered into as of November 5, 2012 (“Effective Date”) by and between Alexsam, Inc., a Texas corporation (“Alexsam”), NetSpend Holdings, Inc., a Delaware corporation (“Holdings”), and NetSpend Corporation, a Delaware corporation (“NetSpend”). WHEREAS, Alex

November 9, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 f8k110912.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): November 5, 2012 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction

November 2, 2012 EX-10.3

RESTRICTED STOCK AGREEMENT PURSUANT TO THE AMENDED AND RESTATED NETSPEND HOLDINGS, INC. 2004 STOCK OPTION AND RESTRICTED STOCK PLAN

Exhibit 10.3 RESTRICTED STOCK AGREEMENT PURSUANT TO THE AMENDED AND RESTATED NETSPEND HOLDINGS, INC. 2004 STOCK OPTION AND RESTRICTED STOCK PLAN 1. General. Pursuant to the Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option and Restricted Stock Plan (the “Plan”), 165,000 shares (the “Shares”) of Restricted Stock have been issued to Anh Vazquez (the “Participant”), effective as of Octob

November 2, 2012 EX-10.2

PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT PURSUANT TO THE AMENDED AND RESTATED NETSPEND HOLDINGS, INC. 2004 STOCK OPTION AND RESTRICTED STOCK PLAN

Exhibit 10.2 PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT PURSUANT TO THE AMENDED AND RESTATED NETSPEND HOLDINGS, INC. 2004 STOCK OPTION AND RESTRICTED STOCK PLAN 1. General. Pursuant to the Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option and Restricted Stock Plan (the “Plan”), shares (the “Shares”) of Restricted Stock have been issued to [ ] (the “Participant”), effective as of , (

November 2, 2012 10-Q

Quarterly Report - QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2012 OR o 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: 001-3491

November 1, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - NETSPEND HOLDINGS, INC. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): November 1, 2012 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commissio

November 1, 2012 EX-99.1

NetSpend Holdings, Inc. Reports Third Quarter Financial Results Signs Exclusive Prepaid Card Distribution Agreement with Intuit Continues Retail Expansion with New Distribution Partners Adjusted Earnings Per Share Up 25 Percent

Exhibit 99.1 NetSpend Holdings, Inc. Reports Third Quarter Financial Results Signs Exclusive Prepaid Card Distribution Agreement with Intuit Continues Retail Expansion with New Distribution Partners Adjusted Earnings Per Share Up 25 Percent AUSTIN, Texas-(BUSINESS WIRE)-November 1, 2012-NetSpend Holdings, Inc. (Nasdaq:NTSP), a leading provider of general-purpose reloadable prepaid debit cards (GPR

October 25, 2012 8-K

Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 25, 2012 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commissio

October 10, 2012 EX-10.1

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT FIRST AMENDMENT TO PERFORMANCE-BASED OPTION

Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT AND FIRST AMENDMENT TO PERFORMANCE-BASED OPTION FIRST AMENDMENT (this “Amendment”), dated as of October 5, 2012 (the “Effective Date”), to that certain Amended and Restated Management Employment Agreement, dated as of September 17, 2010 (the “Employment Agreement”), by and among NetSpend Corporation, a Delaware corporation (

October 10, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 5, 2012 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commission

August 9, 2012 EX-10.1

* * *

Exhibit 10.1 Jim Jerome December 18, 2008 Re: Amendment to Performance Options Dear Jim: I am pleased to inform you that the Compensation Committee of NetSpend Holdings, Inc. (the “Company”) has favorably amended your performance stock options (with respect to 50,000 shares of common stock granted to you on May 8, 2008 (the “Option”) under the Amended and Restated NetSpend Holdings, Inc. 2004 Stoc

August 9, 2012 EX-10.2

* * *

Exhibit 10.2 April 20, 2010 James Jerome Re: Amendment to Performance Options Dear Jim: I am pleased to inform you that the Board of Directors of NetSpend Holdings, Inc. (the “Company”) has favorably amended the performance stock options previously granted to you (the “Options”) under the Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option and Restricted Stock Plan (the “Plan”). Prior t

August 9, 2012 EX-10.4

EX-10.4

EX-10.4 5 a12-136851ex10d4.htm EX-10.4 Exhibit 10.4 The performance options granted to Anh Hatzopoulos (May 8, 2008) and James Devoglaer (May 11, 2008) have been amended in a manner that is substantially identical to the amendments to the performance options held by James Jerome that have been filed as Exhibits 10.1, 10.2 and 10.3 to this Quarterly Report on Form 10-Q.

August 9, 2012 10-Q

Quarterly Report - QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D)

10-Q 1 a12-13685110q.htm QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2012 OR o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1

August 9, 2012 EX-10.3

* * *

EX-10.3 4 a12-136851ex10d3.htm EX-10.3 Exhibit 10.3 April 27, 2010 James Jerome Re: Amendment to Time Vesting Stock Options Dear Jim: I am pleased to inform you that the Compensation Committee of NetSpend Holdings, Inc. (the “Company”) has favorably amended your time vesting stock options (with respect to 75,000 shares of common stock granted to you on May 8, 2008; 50,000 shares of common stock gr

August 2, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FILING DOCUMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 2, 2012 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commission F

August 2, 2012 EX-99

NetSpend Holdings, Inc. Reports Second Quarter Financial Results

EXHIBIT 99.1 NetSpend Holdings, Inc. Reports Second Quarter Financial Results Revenues Up 15 Percent Fully Diluted Earnings Per Share Up 50 percent Continues Retail Expansion With New Distribution Partners AUSTIN, Texas, Aug. 2, 2012 (GLOBE NEWSWIRE) - NetSpend Holdings, Inc. (Nasdaq:NTSP), a leading provider of general-purpose reloadable (GPR) prepaid debit cards and related financial services, t

June 1, 2012 S-8

- SECURITIES TO BE OFFERED TO EMPLOYEES PURSUANT TO EMPLOYEE BENEFIT PLANS

As filed with the Securities and Exchange Commission on June 1, 2012 Registration No.

June 1, 2012 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Daniel R. Henry, George W. Gresham and Steven F. Coleman, and each of them, the undersigned’s true and lawful attorneys-in-fact and agents, each acting alone, with the powers of substitution and revocation, for the undersigned and in the undersigned’s na

June 1, 2012 S-8

- SECURITIES TO BE OFFERED TO EMPLOYEES PURSUANT TO EMPLOYEE BENEFIT PLANS

As filed with the Securities and Exchange Commission on June 1, 2012 Registration No.

June 1, 2012 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Daniel R. Henry, George W. Gresham and Steven F. Coleman, and each of them, the undersigned’s true and lawful attorneys-in-fact and agents, each acting alone, with the powers of substitution and revocation, for the undersigned and in the undersigned’s na

May 8, 2012 10-Q

Quarterly Report - QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2012 OR o 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: 001-34915 NE

May 3, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FILING DOCUMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 3, 2012 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commission File

May 3, 2012 EX-99

NetSpend Holdings, Inc. Reports First Quarter Financial Results

EXHIBIT 99.1 NetSpend Holdings, Inc. Reports First Quarter Financial Results Revenues Up 13 Percent More Than One Million Customers On Direct Deposit AUSTIN, Texas, May 3, 2012 (GLOBE NEWSWIRE) - NetSpend Holdings, Inc. (Nasdaq:NTSP), a leading provider of general-purpose reloadable (GPR) prepaid debit cards and related financial services, today announced financial results for the quarter ended Ma

May 2, 2012 8-K

Submission of Matters to a Vote of Security Holders - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): April 27, 2012 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commission

May 1, 2012 8-K

Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): April 27, 2012 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commission

April 27, 2012 SC 13G

NTSP / Netspend Holdings, Inc. / 12 West Capital Management LP - NETSPEND13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NETSPEND HOLDINGS, INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 64118V106 (CUSIP Number) April 20, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

March 30, 2012 DEF 14A

- DEF 14A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 24, 2012 EX-10.38

NETSPEND HOLDINGS, INC. 2012 EMPLOYEE STOCK PURCHASE PLAN Effective October 20, 2011

Exhibit 10.38 NETSPEND HOLDINGS, INC. 2012 EMPLOYEE STOCK PURCHASE PLAN Effective October 20, 2011 The following constitute the provisions of the NetSpend Holdings, Inc. 2012 Employee Stock Purchase Plan (the “Plan”), as adopted by NetSpend Holdings, Inc. (“Issuer”) and its Designated Subsidiaries described in Section 2 of this Plan (collectively, with Issuer, the “Company”). 1. Introduction. (a)

February 24, 2012 10-K

Annual Report - 10-K

Use these links to rapidly review the document TABLE OF CONTENTS PART IV Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 24, 2012 EX-10.39

NETSPEND HOLDINGS, INC. DEFERRED COMPENSATION PLAN

EX-10.39 3 a2207531zex-1039.htm EX-10.39 Exhibit 10.39 NETSPEND HOLDINGS, INC. DEFERRED COMPENSATION PLAN TABLE OF CONTENTS ARTICLE I. Establishment and Purpose 1 ARTICLE II. Definitions 1 ARTICLE III. Eligibility and Participation 8 ARTICLE IV. Deferrals 8 ARTICLE V. Company Contributions 11 ARTICLE VI. Benefits 12 ARTICLE VII. Modifications to Payment Schedules 15 ARTICLE VIII. Valuation of Acco

February 24, 2012 EX-24.1

POWER OF ATTORNEY

QuickLinks - Click here to rapidly navigate through this document Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned directors and officers of NetSpend Holdings, Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints Daniel R. Henry, George W. Gresham and Steven F. Coleman, and each of them, as his or her true and lawful attorney-in-fact, each with full power to act with

February 16, 2012 EX-99

NetSpend Holdings, Inc. Reports Fourth Quarter Financial Results

EXHIBIT 99.1 NetSpend Holdings, Inc. Reports Fourth Quarter Financial Results GAAP Net Income Up 81 Percent Active Direct Deposit Cards Up 20 Percent AUSTIN, Texas, Feb. 16, 2012 (GLOBE NEWSWIRE) - NetSpend Holdings, Inc. (Nasdaq:NTSP), a leading provider of general-purpose reloadable (GPR) prepaid debit cards and related financial services, today announced financial results for the fourth quarter

February 16, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FILING DOCUMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 16, 2012 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commissio

February 14, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): February 9, 2012 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34915 (Commission File Numb

February 14, 2012 EX-10.1

RESTRICTED STOCK AGREEMENT PURSUANT TO THE AMENDED AND RESTATED NETSPEND HOLDINGS, INC. 2004 STOCK OPTION AND RESTRICTED STOCK PLAN

Exhibit 10.1 RESTRICTED STOCK AGREEMENT PURSUANT TO THE AMENDED AND RESTATED NETSPEND HOLDINGS, INC. 2004 STOCK OPTION AND RESTRICTED STOCK PLAN 1. General. Pursuant to the Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option and Restricted Stock Plan (the “Plan”), shares (the “Shares”) of Restricted Stock have been issued to [] (the “Participant”), effective as of , (the “Grant Date”),

February 14, 2012 EX-10.2

RESTRICTED STOCK AGREEMENT PURSUANT TO THE AMENDED AND RESTATED NETSPEND HOLDINGS, INC. 2004 EQUITY INCENTIVE PLAN

Exhibit 10.2 RESTRICTED STOCK AGREEMENT PURSUANT TO THE AMENDED AND RESTATED NETSPEND HOLDINGS, INC. 2004 EQUITY INCENTIVE PLAN 1. General. Pursuant to the Amended and Restated NetSpend Holdings, Inc. 2004 Equity Incentive Plan (the “Plan”), Restricted Stock shall be issued to (the “Participant”), as of (the “Grant Date”) as hereinafter provided subject to certain restrictions thereon. The Restric

November 18, 2011 EX-99.1

NETSPEND CORPORATION TERMINATION AND CONSULTING AGREEMENT

Exhibit 99.1 NETSPEND CORPORATION TERMINATION AND CONSULTING AGREEMENT This Termination and Consulting Agreement (the “Agreement”) is made and entered into as of November 15, 2011 by and between NetSpend Corporation, a Delaware corporation (the “Company”), and Tom Cregan, an individual resident of the state of Texas (the “Consultant”). WHEREAS, the Consultant is employed as the Executive Vice Pres

November 18, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): November 15, 2011 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commissi

November 4, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2011 OR o 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: 001-3491

November 3, 2011 EX-99

NetSpend Holdings, Inc. Reports Third Quarter 2011 Results

EXHIBIT 99.1 NetSpend Holdings, Inc. Reports Third Quarter 2011 Results AUSTIN, Texas, Nov. 3, 2011 (GLOBE NEWSWIRE) - NetSpend Holdings, Inc. ("NetSpend") (Nasdaq:NTSP) today announced financial results for the quarter ended September 30, 2011. Q3 2011 Highlights: GPR card revenues up 11% to $74.1 million in Q3 2011 as compared to $66.8 million in Q3 2010 Revenues up 9% to $74.3 million in Q3 201

November 3, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 3, 2011 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commission

October 28, 2011 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 28, 2011 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commissio

August 17, 2011 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* NETSPEND HOLDINGS, INC. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 64118V106 (CUSIP Number) JLL Partners Fund IV, L.P. 450 Lexington Avenue, 31st Floor New York, New York 10017 (212) 286-8600 Attention: Pau

August 17, 2011 EX-10.1

SHARE EXCHANGE AGREEMENT

EX-10.1 2 a11-246181ex10d1.htm EX-10.1 Exhibit 10.1 SHARE EXCHANGE AGREEMENT SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of August 17, 2011, by and among JLL Partners Fund IV, L.P., a Delaware limited partnership (“JLL Fund IV”), JLL Partners Fund V, L.P., a Delaware limited partnership (“JLL Fund V” and, together with JLL Fund IV, “JLL”), and NetSpend Holdings, Inc., a Delaware corporati

August 17, 2011 EX-99.1

CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RIGHTS SERIES A CONVERTIBLE PREFERRED STOCK NETSPEND HOLDINGS, INC. (Pursuant to Section 151 of the Delaware General Corporation Law)

EX-99.1 3 a11-246181ex99d1.htm EX-99.1 Exhibit 99.1 CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF NETSPEND HOLDINGS, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) NetSpend Holdings, Inc., a Delaware corporation (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directo

August 17, 2011 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): August 17, 2011 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commission

August 8, 2011 EX-10.3

MANAGEMENT EMPLOYMENT AGREEMENT

Exhibit 10.3 MANAGEMENT EMPLOYMENT AGREEMENT THIS MANAGEMENT EMPLOYMENT AGREEMENT (this “Employment Agreement”) is dated as of June 20, 2011 (the “Effective Date”) by and between NETSPEND CORPORATION, a Delaware corporation (the “Company”) and Steve Coleman, an individual residing at the address set forth on the signature page hereto (the “Executive”). Certain terms used herein are defined in Sect

August 8, 2011 EX-10.1

FIFTH AMENDMENT TO OFFICE LEASE

EX-10.1 2 a11-141411ex10d1.htm EX-10.1 Exhibit 10.1 FIFTH AMENDMENT TO OFFICE LEASE This Fifth Amendment to Office Lease (this “Amendment”) dated April 18, 2011, effective on the Fifth Amendment Commencement Date defined herein, is entered into by and between WTCC AUSTIN INVESTORS V, L.P., (“Landlord”), a Delaware limited partnership, and NETSPEND CORPORATION (“Tenant”), a Delaware corporation, wi

August 8, 2011 EX-10.2

SECOND AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENT

Exhibit 10.2 SECOND AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENT THIS SECOND AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENT (this “Employment Agreement”) is dated as of June 20, 2011 (“Effective Date”) by and among NETSPEND CORPORATION, a Delaware corporation (the “Company”), NETSPEND HOLDINGS, INC., a Delaware corporation (“Holdings”), and Christopher T. Brown, an individual residin

August 8, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2011 OR o 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: 001-34915 NET

August 3, 2011 EX-99

NetSpend Holdings, Inc. Reports Second Quarter 2011 Results

EXHIBIT 99.1 NetSpend Holdings, Inc. Reports Second Quarter 2011 Results AUSTIN, Texas, Aug. 3, 2011 (GLOBE NEWSWIRE) - NetSpend Holdings, Inc. ("NetSpend") (Nasdaq:NTSP) today announced financial results for the quarter ended June 30, 2011. Q2 2011 Highlights: Number of active cards with direct deposit up 25% to 771,000 as of June 30, 2011 as compared to 615,000 as of June 30, 2010 Percentage of

August 3, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 3, 2011 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commission F

June 22, 2011 EX-24

NETSPEND HOLDINGS, INC. Power of Attorney

Exhibit 24 NETSPEND HOLDINGS, INC. Power of Attorney WHEREAS, the undersigned, in his or her capacity as a director or officer or both, as the case may be, of NetSpend Holdings, Inc., a Delaware corporation (the “Company”), may be required to file with the Securities and Exchange Commission (the “Commission”) under Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and re

June 20, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a11-1518818k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): June 17, 2011 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001

May 16, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2011 OR o 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: 001-34915 NE

May 5, 2011 EX-99.1

NetSpend Holdings, Inc. Reports First Quarter 2011 Results NetSpend Enters Into Strategic Alliance with BET Networks

Exhibit 99.1 Investor Contact: George Gresham Chief Financial Officer (866) 979-1996 [email protected] Media Contact: Brad Russell Corporate Communications (512) 539-5932 [email protected] NetSpend Holdings, Inc. Reports First Quarter 2011 Results NetSpend Enters Into Strategic Alliance with BET Networks Austin, TX — May 5, 2011 — NetSpend Holdings, Inc. (“NetSpend”) (NASDAQ:NTSP) today an

May 5, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): May 5, 2011 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commission Fil

May 3, 2011 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): April 27, 2011 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commission

March 31, 2011 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 2, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 Commission file number: 001-34915 NetSp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 Commission file number: 001-34915 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 20-2

March 2, 2011 EX-99.1

NetSpend Holdings, Inc. Quarterly Consolidated Balance Sheets

Exhibit 99.1 NetSpend Holdings, Inc. Quarterly Consolidated Balance Sheets As of As of As of As of As of As of As of As of As of As of As of As of March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31, (in thousands of dollars) 2008 2008 2008 2008 2009 2009 2009 2009 2010 2010 2010 2010 (unaudited) (unaudited) (unau

March 2, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a11-679118k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): March 2, 2011 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-

February 24, 2011 EX-99.1

NetSpend Holdings, Inc. Reports Fourth Quarter 2010 Results

Exhibit 99.1 Investor Contact: George Gresham Chief Financial Officer (866) 979-1996 [email protected] Media Contact: Brad Russell Corporate Communications (512) 539-5932 [email protected] NetSpend Holdings, Inc. Reports Fourth Quarter 2010 Results Austin, TX — February 24, 2011 — NetSpend Holdings, Inc. (“NetSpend”) (NASDAQ:NTSP) today announced financial results for the quarter ended Dec

February 24, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): February 24, 2011 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commissi

February 18, 2011 EX-99.1

STEPHEN A. VOGEL APPOINTED TO NETSPEND HOLDINGS, INC. BOARD OF DIRECTORS

Exhibit 99.1 Press Contacts: Brad Russell Suzanne Dawson NetSpend Linden Alschuler & Kaplan (512) 539-5932 (office) (212) 329-1420 (office) (512) 743-4507 (cell) (908) 242-7162 (cell) [email protected] [email protected] STEPHEN A. VOGEL APPOINTED TO NETSPEND HOLDINGS, INC. BOARD OF DIRECTORS Austin, TX —February 18, 2011— NetSpend Holdings, Inc. (NASDAQ: NTSP), a company whose mission is to em

February 18, 2011 EX-24

NETSPEND HOLDINGS, INC. Power of Attorney

Exhibit 24 NETSPEND HOLDINGS, INC. Power of Attorney WHEREAS, the undersigned, in his or her capacity as a director or officer or both, as the case may be, of NetSpend Holdings, Inc., a Delaware corporation (the “Company”), may be required to file with the Securities and Exchange Commission (the “Commission”) under Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and re

February 18, 2011 EX-24

NETSPEND HOLDINGS, INC. Power of Attorney

Exhibit 24 NETSPEND HOLDINGS, INC. Power of Attorney WHEREAS, the undersigned, in his or her capacity as a director or officer or both, as the case may be, of NetSpend Holdings, Inc., a Delaware corporation (the ?Company?), may be required to file with the Securities and Exchange Commission (the ?Commission?) under Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and re

February 18, 2011 EX-24

NETSPEND HOLDINGS, INC. Power of Attorney

Exhibit 24 NETSPEND HOLDINGS, INC. Power of Attorney WHEREAS, the undersigned, in his or her capacity as a director or officer or both, as the case may be, of NetSpend Holdings, Inc., a Delaware corporation (the “Company”), may be required to file with the Securities and Exchange Commission (the “Commission”) under Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and re

February 18, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 a11-633318k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): February 16, 2011 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware

February 18, 2011 EX-24

NETSPEND HOLDINGS, INC. Power of Attorney

Exhibit 24 NETSPEND HOLDINGS, INC. Power of Attorney WHEREAS, the undersigned, in his or her capacity as a director or officer or both, as the case may be, of NetSpend Holdings, Inc., a Delaware corporation (the ?Company?), may be required to file with the Securities and Exchange Commission (the ?Commission?) under Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and re

February 14, 2011 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* NetSpend Holdings, Inc. (Name of Issuer) Common Stock Par Value $0.001 (Title of Class of Securities) 64118V106 (CUSIP Number) D

January 31, 2011 EX-99.1

NetSpend Announces Definitive Agreement with The Bancorp Bank Updates Bank Diversification Strategy

Exhibit 99.1 NetSpend Announces Definitive Agreement with The Bancorp Bank Updates Bank Diversification Strategy Austin, TX and Wilmington, DE — January 31st, 2011 — NetSpend Holdings, Inc. (NASDAQ: NTSP) and The Bancorp Bank Payment Solutions Group, a division of The Bancorp Bank (“Bancorp”), a wholly owned subsidiary of The Bancorp, Inc. (NASDAQ: TBBK), announced the signing of a multi-year agre

January 31, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 31, 2011 NetSpend Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 31, 2011 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commissio

December 30, 2010 EX-24

NETSPEND HOLDINGS, INC. Power of Attorney

Exhibit 24 NETSPEND HOLDINGS, INC. Power of Attorney WHEREAS, the undersigned, in his or her capacity as a director or officer or both, as the case may be, of NetSpend Holdings, Inc., a Delaware corporation (the “Company”), may be required to file with the Securities and Exchange Commission (the “Commission”) under Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and re

November 10, 2010 EX-3.2

NETSPEND HOLDINGS, INC. Incorporated under the laws of the State of Delaware AMENDED AND RESTATED

EX-3.2 3 a10-207831ex3d2.htm EX-3.2 Exhibit 3.2 NETSPEND HOLDINGS, INC. Incorporated under the laws of the State of Delaware AMENDED AND RESTATED BY-LAWS AMENDED AND RESTATED BYLAWS of NETSPEND HOLDINGS, INC. (hereinafter called the “Corporation”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation required by the General Corporation Law of the State of Delawa

November 10, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): November 10, 2010 NetSpend Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): November 10, 2010 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34915 20-2306550 (State or other jurisdiction of incorporation) (Commissi

November 10, 2010 EX-99.1

NetSpend Holdings, Inc. Reports Third Quarter 2010 Results

Exhibit 99.1 Investor Contact: George Gresham Chief Financial Officer (866) 979-1996 [email protected] Media Contact: Brad Russell Corporate Communications (512) 539-5932 [email protected] NetSpend Holdings, Inc. Reports Third Quarter 2010 Results Austin, TX — November 10, 2010 — NetSpend Holdings, Inc. (“NetSpend”) (NASDAQ:NTSP) today announced financial results for the quarter ended Sept

November 10, 2010 EX-3.1

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of NETSPEND HOLDINGS, INC.

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of NETSPEND HOLDINGS, INC. NETSPEND HOLDINGS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY: 1. The original Certificate of Incorporation of NetSpend Holdings, Inc. was filed with the Secretary of State of the State of Delaware on February 18, 2004. An Ame

November 10, 2010 EX-4.1

REGISTRATION RIGHTS AGREEMENT By and Among NetSpend Holdings, Inc., NetSpend Corporation, The Stockholders, as defined herein, Dated as of October 22, 2010

Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT By and Among NetSpend Holdings, Inc., NetSpend Corporation, and The Stockholders, as defined herein, Dated as of October 22, 2010 TABLE OF CONTENTS REGISTRATION RIGHTS AGREEMENT 1 ARTICLE I DEFINITIONS 1 SECTION 1.1. CONSTRUCTION OF TERMS 1 SECTION 1.2. NUMBER OF SHARES OF STOCK 1 SECTION 1.3. DEFINED TERMS 2 ARTICLE II REGISTRATION RIGHTS 4 SECTION 2.1. D

November 10, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2010 OR o 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: 001-3491

October 28, 2010 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* NETSPEND HOLDINGS, INC. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 64118V106 (CUSIP Number) JLL Partners Fund IV, L.P. 450 Lexington Avenue, 31st Floor New York, New York 10017 (212) 286-8600 Attention: Paul S

October 19, 2010 424B4

18,536,043 Shares NetSpend Holdings, Inc. Common Stock

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Pursuant to Rule 424(b)(4) Registration No.

October 19, 2010 S-8

As filed with the Securities and Exchange Commission on October 19, 2010

As filed with the Securities and Exchange Commission on October 19, 2010 Registration No.

October 18, 2010 CORRESP

[signature page follows]

October 18, 2010 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: NetSpend Holdings, Inc. Filed on Form S-1 Registration No. 333-168127 Ladies and Gentlemen: In connection with the above-captioned Registration Statement, we wish to advise that between October 4, 2010 and the date hereof 9,823 copies of the Preliminary Prospectus dated October 4, 2010 were distribute

October 18, 2010 FWP

NetSpend Holdings, Inc. Issuer Free Writing Prospectus

Filed Pursuant to Rule 433 Registration Statement No. 333-168127 October 18, 2010 NetSpend Holdings, Inc. Issuer Free Writing Prospectus Recent Developments As previously disclosed by us in a free writing prospectus dated October 13, 2010, MetaBank publicly disclosed that the Office of Thrift Supervision (“OTS”) issued a Supervisory Directive on October 6, 2010, which clarified and supplemented an

October 18, 2010 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NetSpend Holdings, Inc. (Exact name of regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NetSpend Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 20-2306550 (State of incorporation or organization) (I.R.S. Employer I.D. No.) 701 Brazos Street, Suite 130

October 18, 2010 CORRESP

NETSPEND HOLDINGS, INC. 701 Brazos Street, Suite 1300 Austin, Texas 78701-2582

NETSPEND HOLDINGS, INC. 701 Brazos Street, Suite 1300 Austin, Texas 78701-2582 October 18, 2010 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Kathryn McHale Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (Registration No. 333-168127) of NetSpend Holdings, Inc., a Delaware corporation (the “Company”) Ladies and Gentlemen

October 14, 2010 FWP

NetSpend Holdings, Inc. Issuer Free Writing Prospectus

Filed Pursuant to Rule 433 Registration Statement No. 333-168127 October 13, 2010 NetSpend Holdings, Inc. Issuer Free Writing Prospectus Recent Developments On October 12, 2010, MetaBank publicly disclosed that the Office of Thrift Supervision (“OTS”) issued a Supervisory Directive on October 6, 2010, which clarified and supplemented an initial Supervisory Directive issued to MetaBank on August 31

October 14, 2010 S-1/A

As filed with the Securities and Exchange Commission on October 14, 2010

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on October 14, 2010 Registration No.

October 4, 2010 FWP

NetSpend Holdings, Inc. Issuer Free Writing Prospectus

Filed Pursuant to Rule 433 Registration Statement No. 333-168127 October 4, 2010 NetSpend Holdings, Inc. Issuer Free Writing Prospectus Recent Developments Preliminary Third Quarter Results Our consolidated financial statements for the quarter ended September 30, 2010 are not yet available. The following expectations regarding our results for this period are solely management estimates based on cu

October 4, 2010 CORRESP

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October 4, 2010 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

October 4, 2010 S-1/A

As filed with the Securities and Exchange Commission on October 4, 2010

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on October 4, 2010 Registration No.

September 30, 2010 S-1/A

As filed with the Securities and Exchange Commission on September 30, 2010

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on September 30, 2010 Registration No.

September 30, 2010 CORRESP

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September 29, 2010 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

September 28, 2010 EX-4.1

NETSPEND HOLDINGS, INC. XXX SHARES PAR VALUE $0.001 EACH COMMON STOCK ------ Name ----- --- No. of Shares ---

EX-4.1 3 a2200296zex-41.htm EX-4.1 Exhibit 4.1 SPECIMEN C-XX XXXXXX NETSPEND HOLDINGS, INC. XXX SHARES PAR VALUE $0.001 EACH COMMON STOCK - Name - - No. of Shares - Date Chief Executive Officer Secretary [Reverse of Certificate] THE COMPANY IS AUTHORIZED TO ISSUE SHARES OF MORE THAN ONE CLASS OR SERIES OF STOCK. A FULL STATEMENT OF ALL THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS

September 28, 2010 EX-1.1

NetSpend Holdings, Inc. Common Stock, Par Value $0.001 Per Share Underwriting Agreement

EX-1.1 2 a2200296zex-11.htm EX-1.1 Exhibit 1.1 NetSpend Holdings, Inc. Common Stock, Par Value $0.001 Per Share Underwriting Agreement [·], 2010 Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 200 West Street, New York, New York 10282-2198 c/o Merrill Lynch, Pierce, Fenner

September 28, 2010 EX-10.1

CREDIT AGREEMENT dated as of September 24, 2010 NETSPEND HOLDINGS, INC. as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, SUNTRUST BANK, as Administrative Agent SUNTRUST ROBINSON HUMPHREY, INC. as Sole Book Manager and Sole Bookrunner BBVA

Exhibit 10.1 CREDIT AGREEMENT dated as of September 24, 2010 among NETSPEND HOLDINGS, INC. as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, and SUNTRUST BANK, as Administrative Agent with SUNTRUST ROBINSON HUMPHREY, INC. as Sole Book Manager and Sole Bookrunner and BBVA COMPASS BANK as Syndication Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; CONSTRUCTION 1 Section 1.1. Definitio

September 28, 2010 EX-10.3

GUARANTY AGREEMENT

EX-10.3 6 a2200296zex-103.htm EX-10.3 Exhibit 10.3 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this “Guaranty”) is issued as of September 24, 2010, by NETSPEND CORPORATION, a Delaware corporation (“NetSpend”), SKYLIGHT ACQUISITION I, INC., a Delaware corporation (“Skylight Parent”), SKYLIGHT FINANCIAL INC., a Delaware corporation (“Skylight Subsidiary”), NETSPEND PAYMENT SERVICES, INC., a Delaware

September 28, 2010 EX-10.13

AMENDED AND RESTATED NETSPEND HOLDINGS, INC. 2004 EQUITY INCENTIVE PLAN

EX-10.13 7 a2200296zex-1013.htm EX-10.13 Exhibit 10.13 AMENDED AND RESTATED NETSPEND HOLDINGS, INC. 2004 EQUITY INCENTIVE PLAN 1. Purpose of the Plan. The purpose of the Amended and Restated NetSpend Holdings, Inc. 2004 Equity Incentive Plan is (i) to further the growth and success of NetSpend Holdings, Inc., a Delaware corporation (the “Company”), by enabling Employees (as defined below) and Cons

September 28, 2010 S-1/A

As filed with the Securities and Exchange Commission on September 28, 2010

QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on September 28, 2010 Registration No.

September 28, 2010 EX-10.2

PLEDGE AND SECURITY AGREEMENT

EX-10.2 5 a2200296zex-102.htm EX-10.2 Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), is entered into as of this 24th day of September, 2010, by and among NETSPEND HOLDINGS, INC., a Delaware corporation (the “Borrower”), NETSPEND CORPORATION, a Delaware corporation (“NetSpend”), SKYLIGHT ACQUISITION I, INC., a Delaware corporation (“Skylight Parent

September 21, 2010 EX-3.1

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of NETSPEND HOLDINGS, INC.

EX-3.1 2 a2200076zex-31.htm EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of NETSPEND HOLDINGS, INC. NETSPEND HOLDINGS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY: 1. The original Certificate of Incorporation of NetSpend Holdings, Inc. was filed with the Secretary of State of the State of De

September 21, 2010 S-1/A

As filed with the Securities and Exchange Commission on September 21, 2010

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on September 21, 2010 Registration No.

September 21, 2010 EX-3.2

NETSPEND HOLDINGS, INC. Incorporated under the laws of the State of Delaware AMENDED AND RESTATED

Exhibit 3.2 NETSPEND HOLDINGS, INC. Incorporated under the laws of the State of Delaware AMENDED AND RESTATED BY-LAWS AMENDED AND RESTATED BYLAWS of NETSPEND HOLDINGS, INC. (hereinafter called the “Corporation”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation required by the General Corporation Law of the State of Delaware or any successor statute (the “DG

September 21, 2010 EX-10.22

Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option Plan Notice of Grant

EX-10.22 8 a2200076zex-1022.htm EX-10.22 Exhibit 10.22 Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option Plan Notice of Grant Name: Daniel Henry Address: You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Stock Option Agreement attached hereto (the “Stock Option Agreement”) and the Amended and Restated NetSpend Holdings,

September 21, 2010 EX-10.12

INDEMNIFICATION AGREEMENT

EX-10.12 7 a2200076zex-1012.htm EX-10.12 Exhibit 10.12 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is entered into as of the day of , 2010 by and between NetSpend Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless

September 21, 2010 EX-4.2

REGISTRATION RIGHTS AGREEMENT By and Among NetSpend Holdings, Inc., NetSpend Corporation, The Stockholders, as defined herein, Dated as of , 2010

Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT By and Among NetSpend Holdings, Inc., NetSpend Corporation, and The Stockholders, as defined herein, Dated as of , 2010 TABLE OF CONTENTS REGISTRATION RIGHTS AGREEMENT 1 ARTICLE I DEFINITIONS 1 SECTION 1.1. CONSTRUCTION OF TERMS 1 SECTION 1.2. NUMBER OF SHARES OF STOCK 1 SECTION 1.3. DEFINED TERMS 2 ARTICLE II REGISTRATION RIGHTS 4 SECTION 2.1. DEMAND REGI

September 21, 2010 CORRESP

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September 20, 2010 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

September 21, 2010 EX-10.10

AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENT

EX-10.10 6 a2200076zex-1010.htm EX-10.10 Exhibit 10.10 AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENT (this “Employment Agreement”) is dated as of September 20, 2010 (“Effective Date”) by and among NETSPEND CORPORATION, a Delaware corporation (the “Company”), NETSPEND HOLDINGS, INC., a Delaware corporation (“Holdings”), and Christophe

September 21, 2010 EX-10.4

AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENT

Exhibit 10.4 AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENT (this “Employment Agreement” or “Agreement”) is dated as of September 20, 2010 (the “Effective Date”), by and among NETSPEND CORPORATION, a Delaware corporation (the “Company”), NETSPEND HOLDINGS, INC., a Delaware corporation (“Holdings”), and Daniel Henry, an individual resi

September 17, 2010 EX-10.6

AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENT

EX-10.6 2 a2200206zex-106.htm EXHIBIT 10.6 Exhibit 10.6 *** Where this marking appears throughout this Exhibit 10.6, information has been omitted pursuant to a request for confidential treatment; a complete copy of this agreement has been filed separately with the Securities and Exchange Commission. AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT EMPLOYMEN

September 17, 2010 EX-10.19

FOURTH AMENDED AND RESTATED INDEPENDENT AGENCY AGREEMENT

EX-10.19 3 a2200206zex-1019.htm EXHIBIT 10.19 Exhibit 10.19 *** Where this marking appears throughout this Exhibit 10.19, information has been omitted pursuant to a request for confidential treatment; a complete copy of this agreement has been filed separately with the Securities and Exchange Commission. EXECUTION COPY FOURTH AMENDED AND RESTATED INDEPENDENT AGENCY AGREEMENT THIS FOURTH AMENDED AN

September 17, 2010 S-1/A

As filed with the Securities and Exchange Commission on September 17, 2010

QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on September 17, 2010 Registration No.

September 17, 2010 EX-10.21

CARD PROGRAM MANAGEMENT AGREEMENT

Exhibit 10.21 *** Where this marking appears through this Exhibit 10.21, information has been omitted pursuant to a request for confidential treatment; a complete copy of this agreement has been filed separately with the Securities and Exchange Commission. CARD PROGRAM MANAGEMENT AGREEMENT This Card Program Management Agreement (the “Agreement”) dated as of February 1, 2010 is entered into by and

September 17, 2010 EX-10.20

SECOND AMENDED AND RESTATED CARD PROGRAM MANAGEMENT AGREEMENT

EX-10.20 4 a2200206zex-1020.htm EXHIBIT 10.20 Exhibit 10.20 *** Where this marking appears throughout this Exhibit 10.20, information has been omitted pursuant to a request for confidential treatment; a complete copy of this agreement has been filed separately with the Securities and Exchange Commission. SECOND AMENDED AND RESTATED CARD PROGRAM MANAGEMENT AGREEMENT This Second Amended and Restated

September 17, 2010 EX-10.32

MEMORANDUM OF UNDERSTANDING (ACE BASIC CARD and ACE ELITE CARD)

EX-10.32 6 a2200206zex-1032.htm EXHIBIT 10.32 Exhibit 10.32 *** Where this marking appears throughout this Exhibit 10.32, information has been omitted pursuant to a request for confidential treatment; a complete copy of this agreement has been filed separately with the Securities and Exchange Commission. MEMORANDUM OF UNDERSTANDING (ACE BASIC CARD and ACE ELITE CARD) THIS MEMORANDUM OF UNDERSTANDI

August 31, 2010 EX-10.29

Second Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option and Restricted Stock Plan Notice of Grant

Exhibit 10.29 Second Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option and Restricted Stock Plan Notice of Grant Name: Address: You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Stock Option Agreement attached hereto (the “Stock Option Agreement”) and the Second Amended and Restated NetSpend Holdings, Inc. 2004 Stock Op

August 31, 2010 EX-10.8

AMENDMENT NO. 1 TO MANAGEMENT EMPLOYMENT AGREEMENT

Exhibit 10.8 AMENDMENT NO. 1 TO MANAGEMENT EMPLOYMENT AGREEMENT The Management Employment Agreement (the “Employment Agreement”), dated as of January 4, 2010 (the “Effective Date”), by and between NETSPEND CORPORATION, a Delaware corporation (the “Company”) and James DeVoglaer (the “Executive”), is hereby amended (this “Amendment”) as of this 20 day of April, 2010, as follows: RECITALS: WHEREAS, t

August 31, 2010 EX-10.9

MANAGEMENT EMPLOYMENT AGREEMENT

EX-10.9 5 a2199475zex-109.htm EX-10.9 Exhibit 10.9 MANAGEMENT EMPLOYMENT AGREEMENT THIS MANAGEMENT EMPLOYMENT AGREEMENT (this “Employment Agreement”) is dated as of April 1, 2010 (the “Effective Date”) by and between NETSPEND CORPORATION, a Delaware corporation (the “Company”) and Anh Vazquez, an individual residing at the address set forth on the signature page hereto (the “Executive”). Certain t

August 31, 2010 EX-10.28

Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option Plan Notice of Grant

Exhibit 10.28 Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option Plan Notice of Grant Name: Address: You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Stock Option Agreement attached hereto (the “Stock Option Agreement”) and the Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option Plan (the “Plan”), as follows:

August 31, 2010 EX-10.27

RESTRICTED STOCK AGREEMENT PURSUANT TO THE AMENDED AND RESTATED NETSPEND HOLDINGS, INC. 2004 STOCK OPTION AND RESTRICTED STOCK PLAN

Exhibit 10.27 RESTRICTED STOCK AGREEMENT PURSUANT TO THE AMENDED AND RESTATED NETSPEND HOLDINGS, INC. 2004 STOCK OPTION AND RESTRICTED STOCK PLAN 1. General. Pursuant to the Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option and Restricted Stock Plan (the “Plan”), Restricted Stock shall be issued to [ ] (the “Participant”), effective as of April 20, 2010 (the “Grant Date”) as hereinaft

August 31, 2010 EX-10.15

FIRST AMENDMENT TO OFFICE LEASE

EX-10.15 8 a2199475zex-1015.htm EX-10.15 Exhibit 10.15 FIRST AMENDMENT TO OFFICE LEASE THIS FIRST AMENDMENT TO OFFICE LEASE (this “Amendment”) is entered into as of the date set forth below Landlord’s signature (the “Effective Date”), by and between CRESCENT REAL ESTATE FUNDING VIII, L.P. (“Landlord”), a Delaware limited partnership, and NETSPEND CORPORATION (“Tenant”), a Delaware corporation, wit

August 31, 2010 EX-10.30

Director Option Standard Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option Plan Notice of Grant

Exhibit 10.30 Director Option Standard Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option Plan Notice of Grant Name: Address: You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Stock Option Agreement attached hereto (the “Stock Option Agreement”) and the Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option Plan

August 31, 2010 S-1/A

As filed with the Securities and Exchange Commission on August 31, 2010

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on August 31, 2010 Registration No.

August 31, 2010 EX-10.16

SECOND AMENDMENT TO OFFICE LEASE

Exhibit 10.16 SECOND AMENDMENT TO OFFICE LEASE THIS SECOND AMENDMENT TO OFFICE LEASE (this “Amendment”) is entered by and between CRESCENT REAL ESTATE FUNDING VIII, L.P. (“Landlord”), a Delaware limited partnership, and NETSPEND CORPORATION (“Tenant”), a Delaware corporation, with reference to the following: A. Pursuant to that certain Lease Agreement dated August 11, 2003, by and between Landlord

August 31, 2010 EX-10.18

FOURTH AMENDMENT TO OFFICE LEASE

Exhibit 10.18 FOURTH AMENDMENT TO OFFICE LEASE THIS FOURTH AMENDMENT TO OFFICE LEASE DOCUMENT (this “Amendment”) dated March 13, 2009 is entered into by and between WTCC AUSTIN INVESTORS V, L.P., (“Landlord”), a Delaware limited partnership, and NETSPEND CORPORATION (“Tenant”), a Delaware corporation, with reference to the following: A. Pursuant to that certain Lease Agreement dated August 11, 200

August 31, 2010 EX-10.26

Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option Plan Notice of Grant

Exhibit 10.26 Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option Plan Notice of Grant Name: Christopher T. Brown Address: You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Stock Option Agreement attached hereto (the “Stock Option Agreement”) and the Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option Plan (the

August 31, 2010 EX-10.31

Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option and Restricted Stock Plan Notice of Grant

Exhibit 10.31 Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option and Restricted Stock Plan Notice of Grant Name: Address: You have been granted an option to purchase Common Stock of NetSpend Holdings, Inc. (the “Company”), subject to the terms and conditions of the Stock Option Agreement attached hereto (the “Stock Option Agreement”) and the Amended and Restated NetSpend Holdings, Inc.

August 31, 2010 CORRESP

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August 31, 2010 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 31, 2010 EX-10.14

OFFICE LEASE

EX-10.14 7 a2199475zex-1014.htm EX-10.14 Exhibit 10.14 OFFICE LEASE This Office Lease (this “Lease”) is entered into by and between CRESCENT REAL ESTATE FUNDING VIII, L.P., a Delaware limited partnership (“Landlord”), and NETSPEND CORPORATION, a Delaware corporation (“Tenant”), and shall be effective as of the date set forth below Landlord’s signature (the “Effective Date”) 1. Basic Lease Informat

August 31, 2010 EX-10.11

MANAGEMENT EMPLOYMENT AGREEMENT

EX-10.11 6 a2199475zex-1011.htm EX-10.11 Exhibit 10.11 MANAGEMENT EMPLOYMENT AGREEMENT THIS MANAGEMENT EMPLOYMENT AGREEMENT (this “Employment Agreement”) is dated as of June 1, 2010, by and between NETSPEND CORPORATION, a Delaware corporation (the “Company”) and Charles Harris, an individual residing at the address set forth on the signature page hereto (the “Executive”). Certain terms used herein

August 31, 2010 EX-10.5

MANAGEMENT EMPLOYMENT AGREEMENT

Exhibit 10.5 MANAGEMENT EMPLOYMENT AGREEMENT THIS MANAGEMENT EMPLOYMENT AGREEMENT (this “Employment Agreement”) is dated as of April 21, 2010, by and between NETSPEND CORPORATION, a Delaware corporation (the “Company”) and George W. Gresham, an individual residing at the address set forth on the signature page hereto (the “Executive”). Certain terms used herein are defined in Section 8(k) hereof.

August 31, 2010 EX-10.24

Second Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option and Restricted Stock Plan Notice of Grant

Exhibit 10.24 Second Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option and Restricted Stock Plan Notice of Grant Name: Charles Harris Address: You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Stock Option Agreement attached hereto (the “Stock Option Agreement”) and the Second Amended and Restated NetSpend Holdings, Inc

August 31, 2010 EX-10.7

MANAGEMENT EMPLOYMENT AGREEMENT

Exhibit 10.7 MANAGEMENT EMPLOYMENT AGREEMENT THIS MANAGEMENT EMPLOYMENT AGREEMENT (this “Employment Agreement”) is dated as of January 4th, 2010 (the “Effective Date”) by and between NETSPEND CORPORATION, a Delaware corporation (the “Company”) and James DeVoglaer, an individual residing at the address set forth on the signature page hereto (the “Executive”). Certain terms used herein are defined i

August 31, 2010 EX-10.23

NetSpend Holdings, Inc. 2004 Stock Option Plan Notice of Grant

EX-10.23 12 a2199475zex-1023.htm EX-10.23 Exhibit 10.23 NetSpend Holdings, Inc. 2004 Stock Option Plan Notice of Grant Name: Daniel Henry Address: You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Stock Option Agreement attached hereto (the “Stock Option Agreement”) and the NetSpend Holdings, Inc. 2004 Stock Option Plan (as amended

August 31, 2010 EX-10.17

THIRD AMENDMENT TO OFFICE LEASE

EX-10.17 10 a2199475zex-1017.htm EX-10.17 Exhibit 10.17 THIRD AMENDMENT TO OFFICE LEASE THIS THIRD AMENDMENT TO OFFICE LEASE DOCUMENT (this “Amendment”) dated 8/1/07 is entered into by and between WTCC AUSTIN INVESTORS V, L.P., (“Landlord”), a Delaware limited partnership, and NETSPEND CORPORATION (“Tenant”), a Delaware corporation, with reference to the following: A. Pursuant to that certain Leas

August 31, 2010 EX-10.25

RESTRICTED STOCK AGREEMENT PURSUANT TO THE AMENDED AND RESTATED NETSPEND HOLDINGS, INC. 2004 STOCK OPTION AND RESTRICTED STOCK PLAN

EX-10.25 14 a2199475zex-1025.htm EX-10.25 Exhibit 10.25 RESTRICTED STOCK AGREEMENT PURSUANT TO THE AMENDED AND RESTATED NETSPEND HOLDINGS, INC. 2004 STOCK OPTION AND RESTRICTED STOCK PLAN 1. General. Pursuant to the Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option and Restricted Stock Plan (the “Plan”), Restricted Stock shall be issued to Charles Harris (the “Participant”), effective

July 22, 2010 FWP

NetSpend Holdings, Inc. Free Writing Prospectus filed pursuant to Rule 433(f) Published or Distributed by Media

Filed Pursuant to Rule 433 Registration Statement No. 333-168127 July 22, 2010 NetSpend Holdings, Inc. Free Writing Prospectus filed pursuant to Rule 433(f) Published or Distributed by Media Prepaid Industry Conference Call On July 16, 2010, Credit Suisse Securities broadcast a conference call entitled “Keane Insights Prepaid Card Industry Conference Call” in which Daniel Henry, the Chief Executiv

July 15, 2010 EX-10.20

SECOND AMENDED AND RESTATED CARD PROGRAM MANAGEMENT AGREEMENT

Exhibit 10.20 *** Where this marking appears throughout this Exhibit 10.21, information has been omitted pursuant to a request for confidential treatment; a complete copy of this agreement has been filed separately with the Securities and Exchange Commission. SECOND AMENDED AND RESTATED CARD PROGRAM MANAGEMENT AGREEMENT This Second Amended and Restated Card Program Management Agreement (the “Agree

July 15, 2010 S-1

As filed with the Securities and Exchange Commission on July 15, 2010

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on July 15, 2010 Registration No.

July 15, 2010 EX-21.1

Subsidiaries of NetSpend Holdings, Inc.

EX-21.1 5 a2199373zex-211.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of NetSpend Holdings, Inc. Entity Jurisdiction NetSpend Corporation Delaware NetSpend Payment Services, Inc. Delaware Skylight Acquisition I, Inc. Delaware Skylight Financial, Inc. Delaware

July 15, 2010 EX-10.19

FOURTH AMENDED AND RESTATED INDEPENDENT AGENCY AGREEMENT

EX-10.19 2 a2199373zex-1019.htm EX-10.19 Exhibit 10.19 *** Where this marking appears throughout this Exhibit 10.19, information has been omitted pursuant to a request for confidential treatment; a complete copy of this agreement has been filed separately with the Securities and Exchange Commission. EXECUTION COPY FOURTH AMENDED AND RESTATED INDEPENDENT AGENCY AGREEMENT THIS FOURTH AMENDED AND RES

July 15, 2010 EX-10.21

CARD PROGRAM MANAGEMENT AGREEMENT

Exhibit 10.21 *** Where this marking appears through this Exhibit 10.22, information has been omitted pursuant to a request for confidential treatment; a complete copy of this agreement has been filed separately with the Securities and Exchange Commission. CARD PROGRAM MANAGEMENT AGREEMENT This Card Program Management Agreement (the “Agreement”) dated as of February 1, 2010 is entered into by and

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