What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-02-28 compared with 2022-03-11 · 174 added, 277 removed, 270 unchanged (63% of the section changed)

Marqeta created modern card issuing, and we believe modern card issuing is at the heart of today’s digital economy.

When you order food using DoorDash or groceries using Instacart, modern card issuing works in the background as money moves from the app to the delivery driver or shopper’s payment card, allowing the driver or shopper to pay for exactly what you ordered, and nothing else.

When you buy a big screen TV and pay for it in installments using Affirm or Klarna, modern card issuing helps move money to the payment card that Affirm or Klarna uses to seamlessly pay the merchant.

When you receive money from your friend through Block’s Cash App, modern card issuing helps move the funds to your debit card, making it instantly available to you to make purchases.

Marqeta’s modern card issuing platform empowers our Customers - which include businesses like Affirm, Block (formerly known as Square), DoorDash, Instacart, and Klarna - to create customized payment cards that provide innovative payment experiences for their customers, shoppers, and end users.

Before the rise of modern card issuing, creating cards was slow, complex, and subject to mistakes.

Marqeta helps solve these problems.

Our Platform, powered by open APIs, enables businesses to develop modern, frictionless payment card experiences for consumer and commercial use cases that are either the core of, or in support of, their core business.

Marqeta’s modern card issuing platform empowers our customers to create customized and innovative payment cards, giving them the ability to build more configurable and flexible payment experiences.

Marqeta’s open APIs provide instant access to highly scalable, cloud-based payment infrastructure that enable customers to launch and manage their own card programs, issue cards, and authorize and settle payment transactions.

The following represent examples of modern card issuing:

• When a company issues an expense card to its employees, modern card issuing allows for customizable spend controls depending on the employee and employer’s needs.

• When you receive money from your friend through a mobile payment app, modern card issuing helps move the funds to your debit card, making it instantly available to you to make purchases.

• When you buy a big screen TV and pay for it in installments using a buy now pay later provider, modern card issuing helps move money to an associated payment card that a buy now pay later provider uses to seamlessly pay the merchant.

Marqeta works on its customers’ behalf with Card Networks and Issuing Banks to issue cards, authorize transactions, and communicate with settlement entities.

Our platform, powered by open APIs, enables businesses to develop modern, frictionless payment card experiences for consumer and commercial use cases.

Our modern architecture allows for flexibility, a high degree of configurability, and accelerated product development, democratizing access to card issuing technology.

Marqeta’s open APIs provide instant access to our highly scalable, cloud-based, and configurable payment infrastructure that enables our Customers to launch and manage their own card programs, issue cards to their customers or end users, and authorize and settle payments transactions.

It also enables us to rapidly expand our platform’s functionality, creating added value for our customers.

Marqeta is the first company to offer a platform for modern card issuing and transaction processing and we believe also the first to market with multiple issuing and processing innovations, including the first open APIs, JIT Funding, and Tokenization as a Service.

Marqeta’s modern card issuing platform supports prepaid, debit, and credit products.

Modern card issuing is secure card issuing and processing delivered via an open API platform that enables card issuers to create customized payment card products that leverage a just-in-time funding feature, authorizing their end users’ transactions in real-time.

Integrated with major global and local Card Networks, modern card issuing enables card issuers to build payment solutions to their specifications and launch them globally.

We believe we are deeply integrated with our Customers in three ways:

our technology underpins their core business or supports a core business process, our solutions drive their key processes, and our people become their trusted partner.

In addition, our usage-based business model provides a win/win for both our Customers and us:

as their businesses thrive, our net revenue grows.

Our platform powers mission-critical experiences for our customers, leading to strong relationships over time as we extend their reach both from a product and geographic perspective.

We become technically integrated within their products and solutions, operationally integrated as customers develop core processes around our tools and platform, and culturally integrated as our partnerships deepen over time.

The strength and durability of our customer relationships are evidenced by our year-over-year net revenue growth of 45% and our dollar-based net revenue retention of 144% for the year ended December 31, 2022.

Our dollar-based net revenue retention was over 200% for each of the years ended December 31, 2020, and 2019.

Our dollar-based net revenue retention was over 175% and 200% for the years ended December 31, 2021 and 2020, respectively.

In the years ended December 31, 2022, 2021 and 2020, the Marqeta platform processed TPV of $166.3 billion, $111.1 billion and $60.1 billion, respectively, which reflected year-over-year growth of 50% and 85%, respectively.

Our products meet the card issuing and transaction processing needs of commerce disruptors, digital banks, tech giants, and large financial institutions alike.

Marqeta has already emerged as a card issuing platform category leader in many disruptive verticals, including on-demand services, lending (including buy-now-pay-later, or BNPL, financing), expense management, disbursements, online marketplaces, and digital banking (including cryptocurrency), and our Platform is sought out by tech giants and large financial institutions to improve their existing offerings and stay competitive with technology-focused new market entrants.

Our products meet the card issuing and transaction processing needs of commerce disruptors, financial technology companies, companies offering new embedded finance solutions, and large financial institutions alike.

Marqeta has already emerged as a card issuing platform category leader in many disruptive verticals, including on-demand services, lending (including buy now pay later, or BNPL, financing), expense management, disbursements, online marketplaces, and digital banking.

Our platform is sought out by customers to improve their existing offerings, create new revenue streams, increase engagement with their customers and end users and stay competitive with technology-focused new market entrants.

As we expand our use cases, product offerings, and global footprint, we attract new industry innovators and help existing customers expand into new verticals, programs, markets, and geographies.

5 unchanged sentences

The Payments Ecosystem

A complex ecosystem of Issuing Banks and Acquiring Banks, Acquirer Processors, Issuer Processors, and the Card Networks that facilitate the exchange of information and funds underpins global payment card purchase transactions.

A complex ecosystem of Issuing Banks, Acquiring Banks, Acquirer Processors, Issuer Processors, and the Card Networks that facilitate the exchange of information and funds underpins global payment card purchase transactions.

Legacy Payments Ecosystem

• Issuing Bank:

The financial institution that issues the payment card (credit, debit, or prepaid) either on its own behalf or on behalf of a card issuer.

• Issuer Processor:

Provides the technology platform, ledger, and infrastructure to support a card issuer and connects with a Card Network to facilitate payment transactions.

• Card issuer:

A business that issues customized card products to its end users.

• Card Networks:

Provides the infrastructure for settlement and card payment information that flows between the Issuer Processor and the Acquirer Processor.

• Acquirer Processor:

Provides the technology that facilitates the flow of card payment information through Card Networks to the Issuing Bank.

• Acquiring Bank:

The financial institution that merchants use to hold funds and manage their business.

The Acquiring Bank may work with an Acquirer Processor to provide access to the Card Networks.

The Acquiring Bank is also referred to sometimes as the merchant bank.

The legacy payments ecosystem has historically been inflexible and complicated, which makes launching new card programs and supporting cutting-edge use cases difficult and time consuming.

In the legacy payments ecosystem, a consumer uses a credit, debit, or prepaid card from a card issuer to make a purchase at a merchant and the merchant contracts with a financial institution to hold the funds from the purchase.

In the legacy payments ecosystem, the card issuer must contract with an Issuing Bank, a financial institution that issues a payment card (credit, debit, or prepaid) on behalf of the card issuer, or, alternatively, on its own behalf.

The card issuer must also contract with an Issuer Processor to provide the technology platform, ledger, and infrastructure to support a card issuer and connect with a Card Network to facilitate payment transactions.

The Card Networks provide the infrastructure for settlement and card payment information that flows between the Issuer Processor and the Acquirer Processor that facilitates the flow of card payment information through Card Networks to the Issuing Bank.

Modern Payments Ecosystem

Integrated with major global and local Card Networks, modern card issuing enables card issuers to build payment solutions to their specifications and launch them globally.

This modern infrastructure allows for significant innovation in the payments ecosystem.

It enables a new class of card issuers to emerge by simplifying and democratizing the issuing process.

Our modern infrastructure allows for significant innovation in the payments ecosystem.

It enables a new class of card issuers to emerge by simplifying and democratizing the card issuing experience.

It expands the issuing medium beyond physical cards to keep pace with the demands of digital commerce and mobile wallets, increasing regulatory and security requirements, and cross-border capabilities.

1 unchanged sentence

It operates on an extensible cloud infrastructure that works globally and enables scale and simplicity even as card issuer, merchant, and consumer demands become increasingly complex.

In other words, a modern payments ecosystem puts innovation, accessibility, flexibility, control, and scale into the hands of card issuers by delivering all of these benefits in one easy-to-use platform.

A modern payments ecosystem puts innovation, accessibility, flexibility, control, and scale into the hands of card issuers by delivering all of these benefits in one easy-to-use platform.

This type of platform solution powers the growth of new verticals and new card issuers and enables innovation for large financial institutions who are looking to expand their products and use cases to remain competitive in an increasingly digitized world.

We believe Marqeta has built such a platform.

Our Platform and Products

Marqeta provides a single, global, cloud-based, open API platform for modern card issuing and transaction processing.

The Marqeta Platform provides next generation payment experiences for tech-driven, developer-led companies and is well positioned to address the payment needs of commerce disruptors, digital banks, tech giants, and large financial institutions.

The Marqeta platform provides next generation payment experiences for tech-driven, developer-led companies and is well positioned to address the payment needs of financial technology companies, companies offering new embedded finance solutions, and large financial institutions.

Marqeta’s modern card issuing platform was built by developers for developers.

2 unchanged sentences

Our platform has a number of key attributes, including:

We democratize key payment capabilities to enable any business to start issuing physical, virtual, or tokenized payment cards (e.g., Apple Pay, Google Pay, Samsung Pay) that are configured to its individual business needs.

We democratize key payment capabilities to enable any business to start issuing physical, virtual, or tokenized payment cards that are configured to its individual business needs.

New customers do not need to have deep payment expertise to issue cards and process transactions.

Our platform makes payment transactions simple by working behind the scenes to translate the complex into intuitive and developer-friendly user experiences.

We provide direct integrations with the Card Networks, including Visa, Mastercard, and PULSE, which is part of the Discover Global Network, enabling developers to use Marqeta’s single unified platform for all of their payments integrations.

We provide direct integrations with the Card Networks, enabling developers to use Marqeta’s single unified platform for all of their payments integrations.

The Marqeta platform is highly agile and scalable, allowing our customers to launch and grow card programs with speed and confidence.

1 unchanged sentence

Configurable:

The Marqeta Platform is highly configurable and is able to serve use cases previously unaddressed by legacy systems, such as BNPL financing at the point-of-sale in the lending industry.

The Marqeta platform is highly configurable and is able to serve use cases previously unaddressed by legacy systems, such as expense management.

Our platform’s configurability significantly expands the categories of businesses that can begin issuing their own cards to solve complex payment needs.

Marqeta is a hub for innovation.

Instant card issuance, provisioning to digital wallets, JIT Funding, and dynamic spend controls enable our Customers to operate with unmatched speed and control.

Our Platform is trusted by some of the world’s largest financial institutions, tech giants, digital banks, and commerce disruptors to perform at scale.

We meet the highest standards of Payment Card Industry, or PCI, compliance and provide a trusted environment for card issuing and payment processing with security, transparency, and real-time information.

Marqeta’s innovative products are developed with deep domain expertise and a customer-first mindset.

At its core, our Platform offers three primary capabilities:

Marqeta Issuing, Marqeta Processing, and Marqeta Applications to launch, scale, and manage card programs.

Instant card issuance, provisioning to digital wallets, JIT Funding, dynamic spend controls, RiskControl, and the Marqeta for Banking product suite enable our customers to operate with speed and control.

Our platform is trusted by financial technology companies, companies offering new embedded finance solutions, and large financial institutions to perform at scale.

We comply with applicable obligations under the Payment Card Industry Data Security Standard, or PCI DSS, and provide a trusted environment for card issuing and payment processing with security, transparency, and real-time information.

Marqeta’s innovative products are developed with deep domain expertise and a customer-first mindset to launch, scale, and manage card programs.

Depending on a customer’s desired level of control and responsibility, Marqeta can work with companies in a range of different configurations:

• Managed By Marqeta :

With Managed By Marqeta, or MxM, Marqeta provides an Issuing Bank partner to act as the Bank Identification Number, or BIN, sponsor for the customer’s card program, manages the customer’s card program on behalf of the Issuing Bank, and provides a full-range of services including configuring many of the critical resources required by a customer’s production environment.

In addition to providing customer access to the Marqeta dashboard via our APIs and payment processing, Marqeta also manages a number of the primary tasks related to launching a card program, such as defining and managing the program, operating the program and managing certain profitability components, and managing compliance with applicable regulations, Issuing Bank and Card Network rules.

Also available to our MxM customers are a variety of managed services, including dispute management, fraud scoring, card fulfillment, and cardholder support services.

• Powered By Marqeta :

With Powered By Marqeta, or PxM, Marqeta also provides customers access to the Marqeta dashboard via our APIs, provides payment processing, and assists with certain configuration elements that enable the customer to use the platform independently.

Unlike under our Managed By Marqeta card programs, our PxM customers are responsible for other elements of the card program, including defining and managing the program with the Card Networks and Issuing Bank as well as managing compliance with applicable regulations, Issuing Bank and Card Network rules.

Given the modularity of the Marqeta platform, certain customers can also opt to incorporate elements of MxM into their PxM card program to create a custom “Powered By Plus” solution.

Marqeta Issuing

We enable our Customers to issue physical, virtual, and tokenized cards.

With approximately 493 million cards issued through the Marqeta Platform as of December 31, 2021, across a deep and varied Customer base, we have significant industry experience supporting card programs of multiple types and sizes.

We enable our customers to issue physical, virtual, and tokenized cards across a deep and varied customer base.

We have significant industry experience supporting card programs of multiple types and sizes.

We offer fulfillment services, enabling our customers to optimize their card programs by managing users, fulfillment, and card transactions through the Marqeta platform.

We are also at the forefront of payments innovation, with features such as the provision of a tokenized card into digital wallets like Apple Pay, Google Pay, and Samsung Pay.

We are also at the forefront of payments innovation, with features such as the provision of a tokenized card into digital wallets.

We offer a number of core card issuing services and functionalities:

3 unchanged sentences

Configure cards with open APIs:

Customers can easily define card attributes for where and how a card is used.

These use cases and restrictions include, among others, ATM, online, or point-of-sale use;

ability to restrict or accept use in certain countries or currencies;

and address or postal code acceptance.

Customers can easily define card attributes for where and how a card is used, such as restrict or accept use online or in certain countries, currencies, postal codes, and/or merchant categories.

Build, test, and launch cards:

2 unchanged sentences

Customers using our platform have the ability to securely embed sensitive card data into mobile apps using customizable widgets or the Marqeta JavaScript library;

this has the added benefit of dramatically reducing the workload necessary to comply with PCI requirements.

this has the added benefit of dramatically reducing the workload necessary to comply with PCI DSS requirements.

Customize cards:

1 unchanged sentence

Customers choosing physical cards can also customize security features, including magnetic stripe, near field communication, and EMV-chip enabled.

Manage card programs:

The Marqeta Platform allows Customers to manage card issuance over the entire card lifecycle.

Through our dashboard, Customers can order, activate, set expiration, suspend, and terminate cards.

They can also manage lost, stolen, and damaged cards via our APIs.

Customers can also integrate Interactive Voice Response for card activation, personal identification number, or PIN, setting, balance inquiry, and lost or stolen card reporting into their own card programs.

We also partner with some of the world’s largest card issuers.

For example, our card-issuing technology will enable J.P.

Morgan to instantly provision commercial cards into digital wallets for commercial card customers, accelerating the issuance process and reducing the probability of fraud in each transaction.

Marqeta Processing

6 unchanged sentences

Through the Marqeta platform, our customers can deploy fully tailored spending limits by merchant, merchant category, merchant group, amount, user, user group, frequency of use, time of use, and start/end times, among many other inputs.

Just-in-Time Funding:

Using Marqeta’s industry-first JIT Funding functionality, Customers can programmatically authorize and fund each transaction in real time.

Utilizing this feature, each card maintains a zero-amount balance until the card is used and approved.

Upon approval, Marqeta automatically moves funds from an identified funding source into the appropriate account.The following illustration reflects the workflow once a cardholder attempts to make a payment at a merchant using an account configured to use JIT Funding:

Utilizing Marqeta’s industry-first JIT Funding functionality, each card maintains a zero-amount balance until the card is used and approved.

Upon approval, Marqeta automatically moves funds from an identified funding source into the appropriate account.

The following illustration reflects the workflow once a cardholder attempts to make a payment at a merchant using an account configured to use JIT Funding:

Real-time notifications:

2 unchanged sentences

Our platform also supports card events, dispute events, and transaction events.

For example, cardholders will receive notifications on returns and refunds as they occur to help our Customers apply the right amount of credit to accounts in a timely manner.

Accelerates reconciliations:

2 unchanged sentences

Marqeta Applications

Using the Marqeta Platform, Customers can leverage applications that cover the entire payments lifecycle, including the developer sandbox, card management, transaction monitoring, and case management.

These applications help ensure their programs are as successful as possible.

The Marqeta platform is a cloud-native, highly configurable API-first platform that enables customers to create seamless and customized digital experiences for their users without many of the limitations and compromises that legacy platforms have imposed in the past.

Customers can leverage applications that cover the entire payments lifecycle, including the developer sandbox, card management, transaction monitoring, and case management.

These applications help ensure their card programs are as successful as possible.

Marqeta applications allow customers to:

Utilize developer tools:

Developers have access to Marqeta’s wealth of tools, including a private sandbox, APIs, software development kits, or SDKs, widgets, and documentation to customize, test, and issue their cards and programs.

Developers have access to Marqeta’s wealth of tools, including a private sandbox, APIs, software development kits, widgets, and documentation to customize, test, and issue their cards and programs.

With multiple API endpoints, developers can configure spend controls, simulate transaction processing, and quickly roll out new features with confidence.

Streamline program administration:

Our Platform is transforming how our Customers can approach program administration.

Our platform is transforming how our customers can approach card program administration.

We offer tools to manage program funds, monitor cardholder balances, report lost or stolen cards, and view a multitude of white-labeled reports, all through a single application.

Reduce and mitigate fraud:

We offer unique functionality to help card issuers combat fraud.

We offer unique functionality to help customers combat fraud.

Using Marqeta’s powerful authorization and decisioning engine, customers can configure rules using a variety of inputs that approve or decline transactions based on real-time and dynamic parameters.

This along with our know-your-customer, 3D Secure, and dispute management services provide a multi-layer security framework, helping our Customers detect and prevent unauthorized, fraudulent activities, while empowering them to create frictionless experiences for their customers.

This along with our customer identification program, or CIP, verification, 3D Secure, and dispute management services provide a multi-layer security framework, helping our customers detect and prevent unauthorized, fraudulent activities, while empowering them to create frictionless experiences for their customers.

Manage cases and resolve disputes:

3 unchanged sentences

Simplify compliance and reporting:

With our Platform, Customers can monitor and review reports for potential violations and leverage data and insights for compliance reporting such as anti-money-laundering and Bank Secrecy Act, or BSA, monitoring, as well as know-your-customer requirements.

Our solutions are certified as compliant with Payment Card Industry Data Security Standard, or PCI DSS, and 3DS, among others.

With our platform, customers can monitor and review reports for potential violations and leverage data and insights to aid in anti-money-laundering, or AML, transaction monitoring.

Our solutions are certified as compliant with PCI DSS and 3D Secure, among others.

Our bank-grade encryption safeguards payment card data, including personally identifiable information.

3 unchanged sentences

Customers can see chargebacks, declined transactions, and card activities on a regular basis, while data can be reported on a daily, weekly, or monthly cadence.

New Products Released in 2022

Marqeta remains focused on the development of new products, features, and use cases to serve our current and future customers’ needs.

• In April 2022, we introduced our RiskControl solution providing our customers with comprehensive risk, compliance, and fraud management capabilities using real-time decisioning to develop transaction controls.

RiskControl also includes newly enhanced versions of our CIP verification and dispute management services.

• In June 2022, we expanded our credit platform with a new, intuitive dashboard that enables customers to launch cards more quickly and simply.

We also introduced over 40 new credit APIs that enable customers flexibility and control to design, test, and launch differentiated credit card experiences.

• In October 2022, we introduced Marqeta for Banking, an expansion of modern card issuing and an extension of our platform that provides our customers with a suite of bank account and money movement features offered through Marqeta’s Issuing Bank partners, including demand deposit accounts, direct deposit with early pay, ACH, cash loads, and fee-free ATMs, bill pay, and instant funding capabilities.

Our Business Model

Our modern, cloud-based, open API Platform delivers card issuing and transaction processing services for global money movement, tailored to the needs of developers, technical product managers, and visionary entrepreneurs at innovative companies.

As of December 31, 2021, there were approximately 122 million active cards on our Platform, up 115% from 57 million active cards on our Platform as of December 31, 2020, and during the year ended December 31, 2021, we processed approximately 2.7 billion transactions on our Platform across the globe, up 70% from the 1.6 billion transactions processed on our Platform during the year ended December 31, 2020.

Active cards are defined as the number of transacting cards with one or more successful clearing events during the preceding twelve months.

We employ a usage-based model, based on processing volume, that aligns our interests with those of our Customers.

We derive the majority of our revenue from Interchange Fees generated by card transactions through our Platform.

Additionally, we generate revenue from other processing services, including monthly platform access, ATM fees, fraud monitoring, and tokenization services.

Interchange Fees are transaction- and volume-based fees paid by the Acquiring Bank to the Issuing Bank that issued the payment card used to purchase goods or services from the merchant.

In accordance with our agreements with Issuing Banks, we receive 100% of the Interchange Fees for processing our Customers’ card transactions.

Under our Customer contracts, we typically share a portion of Interchange Fees with our Customers, referred to as “Revenue Share.” As Customers increase processing volumes on our Platform, they may earn an increased percentage of Revenue Share.

Sharing an increased percentage of Interchange Fees with our Customers aligns our interests with our Customers’ growth and builds deeper customer relationships.

As we strive to democratize payments and simplify card issuing and transaction processing, our strategic partnerships and direct integrations with Issuing Banks and Card Networks are important to our customer value proposition.

Greater processing volume also allows us to achieve better volume pricing with our Issuing Banks and Card Networks, which we can pass along to our Customers.

This, in turn, can make our product offerings more competitive.

Our Platform enables new and existing Customers to create innovative and configurable card programs and to increase their processing volumes.

Additionally, as we expand our use cases, product offerings, and global footprint, we help our Customers expand into new verticals, programs, markets, and geographies.

We have experienced significant success with this strategy to date.

We achieved year-over-year net revenue growth of 78% and a dollar-based net revenue retention of 175% for the year ended December 31, 2021.

Our Strengths

The following strengths and advantages power our business model:

Modern Card Issuing Trailblazer:

Marqeta created modern card issuing.

Our modern Platform offers multiple issuing and processing innovations, including open APIs, JIT Funding, and Tokenization as a Service, and supports prepaid, debit, and credit products.

We continue to innovate on our Platform, and we believe that this innovation, coupled with our deep expertise, keeps us in a market-leading position.

Continuous Innovation:

As we partner with our existing Customers to support their ambitious global projects and develop cutting-edge use cases for each vertical, we also attract new Customers seeking best-in-class solutions.

The highly configurable Marqeta Platform is agile out of the box and at scale.

We help our customers go to market with our developer-centric APIs, sandboxes, and SDKs, written in modern programming languages.

Enduring Customer Relationships:

Our dollar-based net revenue retention was over 175% for the year ended December 31, 2021 and over 200% for each of the years ended December 31, 2020, and 2019, illustrating the strength and durability of our Customer relationships.

Our Platform powers mission-critical experiences for our Customers, leading to strong relationships over time as we extend their reach both from a product and geographic perspective.

We become technically integrated within their products and solutions, operationally integrated as Customers develop core processes around our tools and platform, and culturally integrated as our partnerships deepen over time.

Indeed, our mutually beneficial contractual terms are designed to provide a win/win for both our Customers and us;

as their businesses thrive, our net revenue grows.

People-centric Culture and Values:

We believe our culture of customer centricity, innovation, teamwork, and clarity of mission is why Customers trust us with their mission critical payments needs.

Our Customers consistently tell us that our ability to work at speed, simplify the complex, and envision their end users’ experience helps them focus on what they do best— building innovative products and serving their customers .

We also believe our culture helps us hire and retain best-in-class talent, as we empower employees to do the best work of their lives.

The aggregate effect of these strengths and advantages is a strong competitive moat, predicated on our scale, Customer relationships, and the technological complexities that we have managed to simplify over time, while remaining agile, extensible, and innovative.

Our modern, cloud-based, open API platform delivers card issuing and transaction processing services for global money movement, tailored to the needs of developers, technical product managers, and entrepreneurs at innovative companies.

During the year ended December 31, 2022, we processed approximately 4.1 billion transactions on our platform across the globe, up 51% from the 2.7 billion transactions processed on our platform during the year ended December 31, 2021.

We employ a usage-based model, based on processing volume and transactions, that aligns our interests with those of our customers.

We generate the majority of our revenue based on the volume of transactions processed through our platform.

For MxM relationships, we receive Interchange Fees for processing our customers’ card transactions through our platform and we share with our customers a majority of the Interchange Fees generated through our platform, referred to as “Revenue Share.” For PxM relationships, we do not receive Interchange Fees and we price our services on either a percentage of processing volume or on a fee per transaction basis.

While we generate greater revenue from our MxM services, the processing volume generated by MxM and PxM services is similar.

Further, our cost to deliver PxM services is lower because we do not pay Issuing Bank and Card Network fees.

Therefore, the gross profit as a percentage of TPV can be similar for MxM and PxM.

These dynamics may fluctuate with different “Powered By Plus” solutions, where PxM customers can incorporate certain MxM services into their PxM card program.

Additionally, we generate revenue from other processing and managed services, including platform access, ATM processing, fraud monitoring, dispute management, and tokenization services.

Interchange Fees are transaction- and volume-based fees paid by the Acquiring Bank to the Issuing Bank that issued the payment card used to purchase goods or services from a merchant.

In accordance with our agreements with Issuing Banks that support our MxM services, we receive 100% of the Interchange Fees for processing our customers’ card transactions and then provide Revenue Share payments to our MxM customers.

As MxM customers increase processing volumes on our platform, they may earn an increased portion of Interchange Fees.

Our gross margin percentage may decrease as a result of this dynamic.

However, we remain strategically focused on growing incremental gross profit dollars and have the ability to offset margin declines with better pricing that we achieve with Issuing Banks and Card Networks as well as providing other processing and managed services.

Our Growth Strategy

We have established a strong competitive moat, predicated on our scale, customer relationships, and the technological complexities that we have managed to simplify over time, while remaining agile, extensible, and innovative.

We believe it would require a significant commitment of time and resources for a potential competitor to imitate our platform.

1 unchanged sentence

We believe these structural advantages, and our culture and values-driven business, should enable us to extend our lead over time.

Our Growth Strategy

Our market opportunity is tremendous, and we intend to expand our addressable market and increase our revenue by pursuing the following strategies:

Adding New Customers.

We intend to solidify our reach in existing categories and expand to new use cases and industry verticals.

Our sales teams focus on attracting an even greater number of commerce disruptors, digital banks, and tech giants.

We also intend to expand our relationships with new large financial institutions to help them compete in the new digitized world through our industry-leading solutions.

While we had over 200 customers as of December 31, 2022, we intend to solidify our reach in existing categories and expand to new use cases and industry verticals.

Our sales teams focus on attracting financial technology companies and companies offering new embedded finance solutions.

We also intend to expand our relationships with large financial institutions to help them compete in the digitized world through our industry-leading solutions.

We intend to attract and engage new customers through customer referrals from existing customers, marketing campaigns, outbound sales calls, and key industry conferences and tradeshows.

1 unchanged sentence

Expanding and Growing Our Relationships With Our Existing Customers.

Our current Customers include some of today’s leading commerce disruptors, digital banks, tech giants, and large financial institutions.

Our current customers include some of today’s leading financial technology companies, companies offering new embedded finance solutions, and large financial institutions.

Our usage-based model, based on processing volume and transactions, aligns our interests with those of our customers.

We participate in our customers’ growth alongside them because as our customers’ businesses scale and their processing volumes increase, so does our revenue.

Broadening Our Global Reach.

As of December 31, 2021, we were certified by one or more of the global Card Networks to process transactions in 39 countries across North America, Europe, and Asia-Pacific and intend to accelerate our international expansion in the future.

Because our Customers employ digital models that transcend borders, we are constantly extending our Platform’s reach.

This allows us to offer a single global Platform to all Customers, no matter where they originate or how they expand.

With Marqeta, developers only have to integrate once to gain access to a global market and to take advantage of all of the tools our Platform offers for a global reach.

As of December 31, 2022, we were certified to operate in 40 countries globally and intend to continue our international expansion in the future to meet customer needs.

Because our customers employ digital models and often look to launch in new markets, we are constantly assessing how we can extend our platform’s reach.

We believe it is a significant competitive advantage to offer a consistent platform experience to all customers, no matter where they originate or how they expand.

Expanding Our Ecosystem, Product Offering and Partnership Network.

Our closely integrated relationships with our customers and deep insight into our customers’ transaction data allows us to anticipate our customers’ product needs and emerging market opportunities.

Our modern card issuing Platform and best-in-class APIs allow us to rapidly develop new products, features, and use cases to serve our current and future Customers.

We will continue to invest in our Platform to create increased stability, greater flexibility, and data-driven decision-making, all within increasingly shorter timeframes.

We plan to build new APIs to deliver for our Customers and expand our migration to the cloud to provide enhanced scalability, paving the way for data localization options and reducing our maintenance burden.

Our modern card issuing platform and APIs allow us to rapidly develop new products, features, and use cases to serve our current and future customers.

We will continue to invest in both new product development and platform enhancements to create increased stability, greater flexibility, and data-driven decision-making, all within increasingly shorter timeframes.

We initially targeted card issuing through a modern and disruptive lens, and we believe we can leverage our platform to replicate our success in other areas of the payments ecosystem.

Further, we will continue to invest in operational support to maintain service levels expected by our customers.

We believe these investments in product development and operational efficiency will lead to long-term growth and profitability.

A robust ecosystem of partners is also crucial to our ability to embed our technology into a greater range of use cases.

We intend to continue identifying and nurturing our relationships with Issuing Banks, Card Networks, and other vendors to continue building on our existing use cases.

Culture & Values

Our mission is to be the global standard for modern card issuing, empowering builders to bring the most innovative products to the world.

Great missions are achieved by great teams, and at Marqeta, everything starts with our culture.

A great culture attracts and retains great people who find their purpose in serving our Customers.

Our culture is built on the foundation of seven core values:

We realized some time ago that words like “company” and “customer” are just another way to say “people.” Companies are collections of people who unite behind a common mission and then align behind values that bind them together.

Each person on our team is called a Marqetan.

On their first day, we share with each Marqetan our values.

Key among these is “Everyone Belongs.” We respect, value, and include each other, demonstrating empathy and celebrating diversity.

As part of our onboarding process, we also ask each new employee an empowering question:

“What is your superpower?” We believe everyone has a superpower.

Whatever it is, we want that person to embrace it, share it, and celebrate all of our unique abilities, viewpoints, and personalities together as Marqetans.

United, these superpowers allow us to be more than just the sum of the people who work at Marqeta.

With 789 Marqetans as of December 31, 2021, we believe that each Marqetan brings their own unique superpower to the company.

We strive to empower every Marqetan to do the best work of their lives.

Nothing is more powerful than a unified team of people focused on the results of the team over their individual success.

If you want to go fast, go alone.

If you want to go far, go together.

We do what’s right for all of us, not one of us.

We succeed together.

Customers are the people we seek to delight every day.

Our Customers tell us that our ability to work at speed, cut through complexity, and always have their end users’ experience at heart helps them focus on what they do best – building innovative products and serving their customers .

Because of our value of Lead Innovation, we believe we are the first modern Platform to market with multiple issuing and processing innovations, including the first open APIs, JIT Funding, and Tokenization as a Service.

Our modern card issuing Platform supports prepaid, debit, and credit products.

We love to lean into the unknown and find the path forward.

Success is measured in results.

At our heart, we are developers who build for developers, and we have not forgotten our entrepreneurial roots.

Customers have chosen to build and scale their businesses on our Platform because we understand that our Customers need to deliver for their customers.

We keep it simple and find a solution.

We act like owners and deliver the best outcome for our Customers.

Quality is at the heart of everything we build.

We are proud of the work we do and strive to improve it every day.

When you provide high-quality products and do great work, people remember it and trust you.

Our purpose has never been more clear:

pay it forward.

We aspire to have a positive global impact by making complex payment infrastructure accessible and leveling the playing field for innovation and financial access across communities.

Our celebration of diversity and community is critically important to our culture and why we are proud to be headquartered in Oakland.

Our commitment to the people in the communities we serve is embodied in our value of Marqeta Cares:

We invest in corporate social responsibility.

Our people, technology, and resources make a positive impact in our community, and we are responsible stewards of our environment.

We created Marqeta Cares, our social impact initiative, as our corporate giving program and to help select the charities we support.

Marqeta Cares seeks to create inclusive communities and build pathways to economic prosperity.

We do this by leveraging our financial and human capital to support nonprofit organizations that advance economic opportunity for under-resourced and under-served communities.

We approved up to 400,000 shares of our common stock to be contributed to the Marqeta Cares program over ten years, beginning in 2020.

Marqeta Cares will leverage these resources to make targeted and thoughtful donations where our equity and dollars can make a meaningful difference.

To help implement our Marqeta Cares goals, Marqeta has partnered with an experienced donor-advised fund, operated as a 501(c)(3) public charity, that will serve as the legal vehicle for implementing Marqeta Cares’ corporate philanthropic vision.

In 2020 and 2021, that donor-advised fund made a number of financial grants to charities in the United States and the United Kingdom to advance economic opportunity for marginalized and underserved populations and generate positive impact for our communities, our environment, our Customers and our Company.

In addition, we are partnering with Pledge 1%, an advisory non-profit organization that assists companies in donating to charitable causes.

Marqeta is also proud of its emerging green initiatives, which include offering Customers the innovative choice to use recycled plastic cards and partnering with a plastic offset platform to remove ocean-bound plastic waste.

We intend to continue identifying and nurturing our relationships with Issuing Banks, Card Networks, and other partners to continue building on our existing use cases.

Our Customers

Our modern card issuing platform powers mission-critical experiences for our customers, leading to strong relationships over time as we extend their reach both from a product and geographic perspective.

We had over 200 Customers and over 160 Customers as of December 31, 2021 and 2020, respectively.

Currently, we provide solutions in the following verticals:

• Commerce Disruptors

◦ On-Demand Services

◦ Lending (e.g., BNPL financing)

◦ Expense Management

◦ Disbursements (e.g., insurance, incentives and rewards)

◦ Online Marketplaces (e.g., travel, eCommerce)

• Digital Banks (e.g., digital banking;

cryptocurrency)

• Tech Giants

• Large Financial Institutions

Agreements with Large Customers

On April 19, 2016, we entered into a master services agreement with Block, Inc., formerly known as Square, Inc., subsequently amended, which includes agreements that provide for the commercial terms of our relationship with Block.

Pursuant to the terms of the agreement, we have agreed to manage Block’s Cash App, Square Card, and Square Card Canada card issuing programs for Block.

Under the agreement to manage these card programs, we agree to share with Block a portion of the net interchange revenue that we earn from processing the volume of these programs.

On April 19, 2016, we entered into a master services agreement with Block, Inc., formerly known as Square, Inc., subsequently amended, or the Block Agreement, which includes agreements that provide for the commercial terms of our relationship with Block.

Pursuant to the terms of the Block Agreement, we have agreed to manage Block’s Cash App, Square Card, and Square Card Canada card issuing programs for Block.

On January 31, 2022, Block completed its acquisition of our customer, Afterpay Limited.

We have a separate agreement with Afterpay that provides for the commercial terms of our relationship, however, we now aggregate Afterpay as part of our Block business.

Under the agreements to manage these card programs, we agree to share a portion of the net interchange revenue that we earn from processing the volume of these programs.

The Revenue Share provisions include increased rates of Revenue Share when processing volumes reach specified volume tiers.

Additionally, we generate revenue from other processing services under the agreement.

In addition, on March 13, 2021, and as specified in our agreement with Block, we granted Block a warrant to purchase up to 1,100,000 shares of our common stock at an exercise price of $0.01 per share, which is exercisable upon attaining certain milestones relating to Block’s creation of a specified percentage of new cardholders on our Platform each year over a three-year period.

We also generate revenue from other processing services under the agreements.

In addition, on March 13, 2021, and as specified in the Block Agreement, we granted Block a warrant to purchase up to 1,100,000 shares of our common stock at an exercise price of $0.01 per share, which is exercisable upon attaining certain milestones relating to Block’s creation of a specified percentage of new cardholders on our platform each year over a three-year period.

The current term of our agreement with Block for Cash App expires in March 2024, the current term of our agreements with Block for Square Card and Square Card Canada, respectively, expire in December 2024, and each agreement automatically renews thereafter for successive one-year periods, unless terminated earlier by either party.

Either we or Block may terminate the master services agreement under certain specified circumstances, including upon a material breach.

The agreement also provides for certain other terms, including representations and warranties of the parties, intellectual property rights, data ownership and security, limitations on liability, confidentiality and indemnification rights, and other covenants.

Either we or Block may terminate the Block Agreement under certain specified circumstances, including upon a material breach.

The Block Agreement also provides for certain other terms, including representations and warranties of the parties, intellectual property rights, data ownership and security, limitations on liability, confidentiality and indemnification rights, and other covenants.

Our Relationships with Issuing Banks and Card Networks

Our contractual relationships with Issuing Banks and Card Networks contribute to Marqeta’s ability to create and manage customized card programs for our customers.

We partner with Issuing Banks to provide services to Marqeta that include card issuance, Card Network sponsorship, and creating deposit accounts used to settle our Customers’ transactions.

Our contracts with Issuing Banks entitle Marqeta to all of the Interchange Fees generated from our Customers’ card programs and obligate us to pay all Card Network fees associated with our Customers’ card transactions.

Issuing Banks require Marqeta to comply with their requirements and those of the Card Networks necessary to sponsor the Customer’s card programs.

We provide all of our Customers issuer processor services, and, for most of our Customers, we also act as the program manager.

As a program manager, we are responsible for ensuring compliance with the Issuing Bank’s requirements and Card Network rules and help create regulatory compliant card programs for our Customers.

When our Customers engage us solely as an Issuer Processor, we process the authorization, settlement and reporting of transactions for these Customers but in such engagements we do not manage the relationships with the Issuing Banks and Card Networks.

We intend to expand and deepen our relationships with Issuing Banks and Card Networks and expect to see an increased demand for both our program manager and issuer processor services.

Agreements with Issuing Banks

We intend to expand and deepen our relationships with Issuing Banks and Card Networks.

Relationship and Agreements with Issuing Banks

We partner with Issuing Banks to provide services for our MxM solution that include card issuance, Card Network sponsorship, and creating deposit accounts used to settle our customers’ transactions because we do not have regulatory authority to perform these activities ourselves.

Our contracts with Issuing Banks entitle Marqeta to all of the Interchange Fees generated from our customers’ card programs, which we then share with our MxM customers through Revenue Share payments, and obligate us to pay all Card Network fees associated with our customers’ card transactions.

While an Issuing Bank ultimately approves each card program, Marqeta is able to configure the program design, negotiate key program terms, and select the Issuing Bank.

Marqeta actively “shops” the potential card program to various Issuing Banks to identify the most appropriate bank based on the customer’s needs.

Marqeta pays the Issuing Banks a fixed fee (either a fixed percentage of the transaction volume or a fixed fee per transaction) as compensation for the services they provide to Marqeta.

We pay volume-based and transaction-based fees to the Issuing Banks.

The fees are typically structured based on volume tiers;

as our processing volumes grow, these fees as a percentage of processing volume decline.

These fees are reflected in our costs of revenue.

When our customers engage us for MxM services, we provide an Issuing Bank to act as the BIN sponsor for the customer’s card program and are responsible for managing compliance with the Issuing Bank’s requirements and Card Network rules.

When our customers engage us for PxM services, we do not manage the customer’s relationships with the Issuing Banks and Card Networks and the customer is responsible for managing compliance with the Issuing Bank’s requirements and Card Network rules.

On April 1, 2016, we entered into a prepaid card program manager agreement with Sutton Bank.

Under the terms of the agreement, as amended, Sutton Bank settles payment transactions for us and provides prepaid card and other related services to us, including the issuance of cards for approved card programs.

Under the terms of the agreement, as amended, Sutton Bank settles payment transactions for us and provides card and other related services to us, including the issuance of cards for approved card programs.

The agreement provides that we pay Sutton Bank a fee based on a percentage of the value of transactions processed.

7 unchanged sentences

We currently partner with a number of Card Networks, including Visa, Mastercard, and PULSE, which is part of the Discover Global Network, and a number of PIN networks, to process our customers’ transactions on our platform.

Marqeta arranges for our Customers to use one or more of the available Card Networks, and we pay standard fees to Card Networks directly, or indirectly through reimbursement of these fees upon the settlement of card transactions by the Issuing Banks.

Our contracts with the Card Networks also provide us with certain monetary incentives based on the volume of our Customers’ transactions processed through the respective Card Network.

Marqeta arranges for our MxM customers to use one or more of the available Card Networks, and we include the standard Card Network fees in the pricing arrangements with our MxM customers.

We pay these standard fees to the Card Networks directly, or indirectly through reimbursement of these fees upon the settlement of card transactions by the Issuing Banks.

These fees are reflected in our costs of revenue.

Given our ability to direct processing volume to specific Card Networks, we are able to negotiate certain incentive rebates that effectively reduce the overall Card Network fees.

With the scale of the transactions we process on behalf of our customers, we believe we can continue to negotiate favorable incentive rebates.

However, if these fees increase, our gross margins will decrease.

Additionally, we partner with Card Networks to develop our processing capabilities in international locations as we expand globally.

We intend to expand and deepen our relationships with Card Networks.

Our relationships with the Card Networks allow us to connect our platform directly to the Card Networks, which allows for transaction authorization (or decline) messages to be sent electronically to and from our platform.

This connection provides for virtually instant notification of our Customers’ card transactions and allows for quick response to the authorization request.

This connection provides for virtually instant notification of our customers’ card transactions and allows for a quick response to the authorization request.

Once an authorization approval response has been sent by Marqeta to the Card Network (based on parameters established by the applicable customer), the transaction is able to occur on the Card Network’s secure network.

5 unchanged sentences

Either party may terminate the agreements under specified circumstances, including upon a material breach that remains uncured for a specified period of time.

In 2017, we entered into a strategic alliance framework agreement with Visa, subsequently amended.

We have also entered into a number of subsequent arrangements with Visa, as governed by the strategic alliance framework agreement, including a service evaluation agreement and certain brand agreements.

In 2017, we entered into a strategic alliance framework agreement with Visa.

The agreement has been periodically amended.

We have also entered into a number of subsequent arrangements with Visa, as governed by the strategic alliance framework agreement, including a service evaluation agreement, card partner agreement and certain brand agreements.

Under these agreements, we have agreed to cooperate with Visa on a number of initiatives, including international expansion, product, marketing and business development collaboration.

The contracts provide Marqeta with tiered incentives based on the processing volume of our customers’ transactions routed through Visa and its affiliated networks.

The current term of the strategic alliance framework agreement expires in 2022 and automatically renews annually thereafter.

As of February 2023, the parties have entered into an extension of the card partner agreement under the strategic alliance framework agreement for a term for five years.

Either party may terminate the agreements under specified circumstances, including upon a material breach that remains uncured for a specified period of time.

3 unchanged sentences

The contract provides Marqeta with tiered incentives based on the processing volume of our customers’ transactions routed through PULSE and its affiliated networks.

The contract is currently under a renewal term, which automatically renews annually, unless either party provides written notice of its intent not to renew.

The current term of the contract expires in 2025 and automatically renews annually thereafter, unless either party provides written notice of its intent not to renew.

Either party may terminate the agreement under specified circumstances, including upon a material breach that remains uncured for a specified period of time.

3 unchanged sentences

• industry expertise;

• ability to design and launch new card programs at broad scale;

• security and reliability;

• speed to market;

• platform and product features and functionality;

• ability to build new technology and keep pace with innovation;

• scalability;

• extensibility;

• product pricing;

• security and reliability;

• brand recognition and reputation.

• speed to market.

Our competitors fall into three primary categories:

• Providers with legacy technology platforms, including Global Payments (TSYS), Fiserv, and FIS:

• Providers with legacy technology platforms, including Fidelity National Information Services (FIS), Fiserv, and Global Payments (TSYS):

We believe we offer a more agile and configurable solution that is faster to market than the traditional providers.

2 unchanged sentences

In contrast, the Marqeta platform supports a range of digitally enabled use cases to serve the evolving card issuing marketplace.

• Vertical-focused providers, including Wex and Comdata:

• Legacy API-based providers, including Galileo, i2c, and Visa DPS:

While we also compete with providers focused on a certain vertical, we believe that our modern card issuing platform’s depth and breadth offer a better and more complete solution for innovators.

10 unchanged sentences

Moreover, as we expand the scope of our platform, we may face additional competition.

See the section titled “Risk Factors—Risks Relating to Our Business and Industry—We participate in markets that are competitive and continuously evolving, and if we do not compete effectively with established companies and new market entrants, our business, results of operations, and financial condition could be adversely affected.”

See the section titled “Risk Factors—Risks Relating to Our Business and Industry—We participate in markets that are competitive and continuously evolving, and if we do not compete successfully with established companies and new market entrants, our business, results of operations, financial condition, and future prospects could be materially and adversely affected.”

Intellectual Property

We believe that our intellectual property rights are valuable and important to our business.

We rely on a combination of patents, trademarks, copyrights, trade secrets, license agreements, confidentiality procedures, non-disclosure agreements, employee disclosure and invention assignment agreements, as well as other legal and contractual rights, to establish and protect our proprietary rights.

We rely on a combination of patents, trademarks, copyrights, trade secrets, license agreements, confidentiality procedures, non-disclosure agreements, employee confidential information and invention assignment agreements, as well as other legal and contractual rights, to establish and protect our proprietary rights.

Though we rely in part upon these legal and contractual protections, we believe that factors such as the skills and ingenuity of our employees, the functionality and infrastructure of our platform and our business, and frequent enhancements to and expansions of our platform are more important contributors to our success.

1 unchanged sentence

These patents and patent applications are intended to protect our proprietary inventions relevant to our business.

We continually review our development efforts to assess the existence and patentability of new intellectual property.

We continually review our development efforts to assess the existence of new intellectual property and our ability to patent new intellectual property.

We have an ongoing trademark and service mark registration program pursuant to which we register our brand names and product names, taglines, and logos in the United States and internationally to the extent we determine appropriate and cost-effective.

10 unchanged sentences

Sales and Marketing

Our marketing and business development teams operate under one, closely aligned go-to-market umbrella at Marqeta.

Our go-to-market function is responsible for how we position ourselves within the industry, growing awareness and adoption of our Platform, accelerating Customer acquisition, onboarding Customers, and setting them up for success.

Our marketing and business development teams work together closely, under the umbrella of one, closely aligned go-to-market, or GTM, organization.

Our GTM organization is responsible for how we position ourselves within the industry, growing awareness and adoption of our platform and accelerating customer acquisition.

We deploy a range of marketing strategies to drive brand awareness and adoption, including public relations, advertising campaigns, and generating leads and opportunities through direct marketing (online and offline).

Our sales development representatives are part of our marketing team and make sure we create, influence and mature the right opportunities from our marketing activity, ranging from tailored content to high touch activities such as leading industry trade shows and events.

Our business development teams, incorporating both strategic, enterprise, and emerging sales units as well as our partnerships team, employ strategies specific to the industry, vertical, use-case and Customer, to convert interest into Customers, capture market share and drive revenue.

Our business development teams handle both sales and account management support.Our GTM organization delivers specific verticalized expertise for growth, core, enterprise, and strategic accounts.

We also support our prospects and customers with industry subject matter expertise through our industry partnerships and engineering teams.

This enables Marqeta to employ strategies specific to the industry, vertical, use-case and customer, to convert interest into customers, capture market share and drive revenue.

Our thoughtful, multi-stage engagement process sets the stage for enduring enterprise partnerships with our customers.

We complement these marketing, business development, and sales activities with a focus on Customer onboarding, experience, and success.

We believe that highly responsive and effective support and education are an extension of our brand and are core to ensuring we’re reducing time to revenue when signing a new customer and building and maintaining trust.

We firmly believe in the importance of partnering with our Customers, and this is made possible by close cooperation between Customers and our Customer success and delivery operations and bank partnership team.

This enables us to launch new card programs as quickly as possible, reacting quickly to Customer needs and fostering collaboration on future product innovation.

We believe that highly responsive and effective support and education are an extension of our brand and are core to ensuring we are reducing time to revenue when signing a new customer and building and maintaining trust.

We firmly believe in the importance of partnering with our customers, made possible by close cooperation between customers and our customer success and delivery operations and bank partnership team.

Research and Development

7 unchanged sentences

Government Regulation

We are subject, directly, or indirectly through our relationships with our Issuing Banks, Customers, or Card Networks, to a number of U.S.

federal and state and foreign laws and regulations that involve matters central to our business.

We are subject, directly, or indirectly through our relationships with our Issuing Banks, customers, or Card Networks, to a number of state, federal, and foreign laws and regulations that involve matters central to our business.

These laws and regulations involve privacy, data protection, information security, intellectual property, competition, and other subjects.

1 unchanged sentence

In addition, the application and interpretation of these laws and regulations often are uncertain, particularly in the new and rapidly evolving industry that we operate in.

Further, these laws and regulations are sometimes ambiguous or inconsistent, and the extent they apply to us is at times unclear.

Further, these laws and regulations are sometimes ambiguous or inconsistent, and the extent to which they apply to us is at times unclear.

As global laws and regulations have continued to develop and evolve rapidly, it is possible that we may not be, or may not have been, compliant with each such applicable law or regulation or that we may in the future be required to obtain licenses and registrations.

10 unchanged sentences

Card Network fees may not be used directly or indirectly to compensate Issuing Banks in circumvention of the interchange transaction fee restrictions.

While we only contract with Issuing Banks who are exempt from the Durbin Amendment, we remain sensitive to changes in the regulation of Interchange Fees.

While we only partner with Issuing Banks who are exempt from the interchange fee restrictions in the Durbin Amendment to provide services, we remain sensitive to changes in the regulation of Interchange Fees.

The implementation of the Dodd-Frank Act is ongoing, and as a result, its overall impact remains unclear.

1 unchanged sentence

Privacy, Data Protection and Information Security Regulations

We provide services that are subject to various state, federal and foreign laws and regulations relating to privacy, data protection, and information security, including, among others, the Gramm-Leach Bliley Act, the General Data Protection Regulation, and the California Consumer Protection Act.

Accordingly, we publish our privacy policies and terms of service, which describe our practices concerning the use, transmission, and disclosure of certain information.

Additionally, our Platform hosts, transmits, processes, and stores payment card data and is therefore required to comply with PCI DSS.

As a result, we are subject to PCI audits and must comply with related security requirements.

We provide services that are subject to various state, federal, and foreign laws and regulations relating to privacy, data protection, and information security, including, among others, the Gramm-Leach Bliley Act, the EU General Data Protection Regulation, and the California Consumer Protection Act.

We maintain privacy policies and terms of service, which describe our practices concerning the use, transmission, and disclosure of certain information.

For additional information about laws and regulations relating to privacy, data protection, and information security, see the section titled “Risk Factors—Risks Relating to Regulation—Stringent and changing laws, regulations and industry standards related to privacy and data protection could adversely affect our ability to effectively provide our services and could result in claims or fines, harm our results of operations, financial condition, and future prospects, or otherwise harm our business.

Additionally, our platform hosts, transmits, processes, and stores payment card data and is therefore required to comply with the PCI DSS.

As a result, we are subject to PCI DSS audits and must comply with related security requirements.

See the section titled “Risk Factors—Risks Relating to Our Business and Industry—Our business relies on our relationships with Issuing Banks and Card Networks, and if we are unable to maintain these relationships, our business may be adversely affected.

Further, any changes to the rules or practices set by Card Networks, including changes in Interchange Fees, could adversely affect our business.”

Further, any changes to the rules or practices set by Card Networks, including changes in Card Network fees or Interchange Fees, or our handling of such fees, could adversely affect our business.”

Association and Card Network Rules

Our Issuing Banks must comply with the bylaws, regulations, and requirements that are set forth by the Card Networks, including PCI DSS and other applicable data-security program requirements.

Our Issuing Banks must comply with the bylaws, regulations, and requirements that are set forth by the Card Networks, including the PCI DSS and other applicable data security program requirements.

In providing services through our platform, we are also subject to such requirements.

To provide payment processing services, we are certified and registered with certain Card Networks as a processor for member institutions.

As such, we are subject to applicable card association, Card Network and national scheme rules that could subject us to fines or penalties for certain acts or omissions.

As such, we are subject to applicable Card Network rules that could subject us to fines or penalties for certain acts or omissions.

The Card Networks routinely update and modify their requirements and we, in turn, must work to comply with such updates to continue processing transactions on their networks.

1 unchanged sentence

Prepaid Card Regulations

The prepaid card programs that we manage for our Customers are subject to various federal and state laws and regulations, including the Credit Card Accountability, Responsibility, and Disclosure Act of 2009 and the Federal Reserve Board’s Regulation E, which impose requirements on general-use prepaid cards, store gift cards and electronic gift certificates.

The prepaid card programs that we manage for our customers are subject to various federal and state laws and regulations, including the Credit Card Accountability, Responsibility, and Disclosure Act of 2009 and the CFPB’s Regulation E, which impose requirements on general-use prepaid cards, store gift cards and electronic gift certificates.

The CFPB also regulates prepaid accounts, including certain accounts that are capable of being loaded with funds and whose primary function is to conduct transactions with multiple, unaffiliated merchants, at ATMs, or for person-to-person transfers.

6 unchanged sentences

Anti-Money Laundering

Although we are not a “money services business” or otherwise subject to anti-money laundering registration requirements under U.S.

federal or state law, we are subject to certain anti-money laundering laws and regulations in the United States, the United Kingdom, the European Union, and other jurisdictions.

In the United States, the Currency and Foreign Transactions Reporting Act, which is also known as the BSA, and which was amended by the USA PATRIOT Act of 2001, contains a variety of provisions aimed at fighting terrorism and money laundering.

Although we are not a “money services business” or otherwise subject to AML registration requirements under U.S.

federal or state law, we are subject to certain AML laws and regulations in the United States, the United Kingdom, the European Union, and other jurisdictions.

In the United States, the Currency and Foreign Transactions Reporting Act, which is also known as the Bank Secrecy Act, or BSA, and which was amended by the USA PATRIOT Act of 2001, contains a variety of provisions aimed at fighting terrorism and money laundering.

Among other things, the BSA and implementing regulations issued by the U.S.

Treasury Department require certain financial institutions to establish anti-money laundering programs, to not engage in terrorist financing, to report suspicious activity and to maintain a number of related records.

Due to our relationships with Issuing Banks that are directly regulated for anti-money laundering purposes, we have implemented an anti-money laundering program designed to prevent our Platform from being used to facilitate money laundering, terrorist financing and other illicit activity.

When providing program management services, we ensure that our anti-money laundering program complies with the requirements of our Issuing Banks.

Treasury Department require certain financial institutions to establish AML programs, to not engage in terrorist financing, to report suspicious activity and to maintain a number of related records.

Due to our relationships with Issuing Banks that are directly regulated for AML purposes, we have implemented an AML program designed to prevent our platform from being used to facilitate money laundering, terrorist financing, and other illicit activity.

When providing program management services, we ensure that our AML program complies with the requirements of our Issuing Banks.

Our programs are also designed to prevent our platform from being used to facilitate activity in violation of applicable sanctions laws and regulations, including conducting business in specified countries or with designated persons or entities, including those on lists promulgated by the U.S.

Department of the Treasury’s Office of Foreign Assets Controls and equivalent foreign authorities.

Our anti-money laundering compliance program includes policies, procedures, reporting protocols and internal controls, including the designation of a bank secrecy act officer in the U.S.

and the equivalent in other jurisdictions, and it is designed to assist in managing risk associated with money laundering and terrorist financing.

Our AML compliance program includes policies, procedures, reporting protocols, and internal controls to guard against money laundering, terrorist financing, and other illicit activity, including the designation of a compliance officer in the United States and in other jurisdictions to oversee our AML compliance program, and it is designed to assist in managing risk associated with money laundering and terrorist financing.

Anti-Bribery Laws

5 unchanged sentences

Bribery Act 2010, and other anti-corruption and anti-bribery laws in countries where we conduct activities.

The FCPA and other applicable anti-corruption and anti-bribery laws prohibit companies and their employees and agents from promising, authorizing, making, or offering improper payments or other benefits to government officials and others in the private sector to influence official action, direct business to any person, gain any improper advantage, or obtain or retain business.

The FCPA includes anti-bribery and accounting provisions enforced by the Department of Justice and SEC.

The FCPA includes anti-bribery and accounting provisions enforced by the Department of Justice and the Securities and Exchange Commission, or the SEC.

The statute has a broad reach, covering all U.S.

10 unchanged sentences

Trust is important for our relationship with our customers, and we take significant measures to protect the privacy and security of their data and the data of their cardholders.

We devote considerable resources to our information security program, which is dedicated to ensuring the highest confidence in our custodianship of the data of our Customers.

Our security program is aligned to the ISO 27000 standards and is regularly audited and assessed by third parties.

We devote considerable resources to our information security program, which is dedicated to ensuring the highest confidence in our custodianship of our customers’ data.

Our security program is aligned to ISO 27000 standards and is regularly audited and assessed by third parties.

In addition, our security program has achieved several internationally-recognized certifications and industry standard audited attestations.

Our security program focuses on preserving the confidentiality, integrity, and availability of the personal data and other confidential information of our Customers and our Customers’ cardholders.

To this end, our team of security professionals, working in partnership with peers across our company, work to identify and mitigate risks, implement best practices, and continue to evaluate ways to improve our information security.

Our security program focuses on preserving the confidentiality, integrity, and availability of the personal information and other confidential information of our customers and our customers’ cardholders.

To this end, our team of security professionals, working in partnership with peers across our company, work to identify and mitigate risks, implement means to address identified risks, and continue to evaluate ways to improve our information security.

These steps include data encryption in transit and at rest, network security, classifying and inventorying data, limiting and authorizing access controls, and multi-factor authentication for access to systems with data.

We also employ regular system monitoring, logging, and alerting to retain and analyze the security state of our corporate and production infrastructure.

In addition, we take steps to help ensure that appropriate security measures are maintained by the third-party vendors we use, including by conducting security reviews and audits.

In addition, we take steps to help ensure that appropriate security measures are maintained by third-party vendors we use, which may include conducting security reviews and audits.

Privacy and Data Protection

The privacy of our customers’ data and our customers’ cardholders’ data is important to our continued growth and success.

Privacy is a shared responsibility among all our employees.

Privacy and data protection is a shared responsibility among all our employees.

We also have a privacy team that builds and executes on our privacy program, including support for data protection and privacy-related requests.

3 unchanged sentences

Our Employees and Human Capital Resources

As of December 31, 2021, we had a total of 789 employees, and 193 contractors.

We supplement our workforce with contractors and consultants.

As of December 31, 2022, we had a total of 958 employees and we supplement our workforce with contractors and consultants.

To our knowledge, none of our employees is represented by a labor union or covered by a collective bargaining agreement.

We have not experienced any work stoppages, and we consider our relations with our employees to be good.

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees.

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and prospective employees.

We believe our culture helps us hire and retain best-in-class talent, as we empower employees to do the best work of their lives.

Marqeta was named one of Glassdoor’s Best Places to Work in 2022.

This list celebrates the employees’ choice for the top companies to work for and is determined solely based on employee feedback provided on Glassdoor.

We were ranked highest for our culture and values, career opportunities available, and diversity and inclusion.

Diversity, Equity, and Inclusion

Marqeta is proud of its Oakland roots and strives to build a global team as diverse as the markets it serves.

A key focus of our human capital management approach is our commitment to advancing diversity, equity, and inclusion.

1 unchanged sentence

We strive to build a culture where everyone belongs and is empowered to bring their authentic selves to work every day, regardless of race, ethnicity, gender identity, age, religion, sexual orientation, physical ability, background or any other human qualifier.

Of our new hires in 2021 who voluntarily disclosed their gender and race/ethnicity information, 44% identified as female and 11% identified as Black or Latinx.

It is our diverse perspectives that help us collaborate, innovate, and drive success within our teams and for the customers and communities we serve.

Marqeta's Employee Resource Groups, or ERGs, along with our Diversity Council and other culture coalitions form a network of internal groups focused on elevating underrepresented voices in tech and celebrating the wide range of communities and cultures that span our employee base.

We currently have twelve ERGs, with over half of our employees participating in at least one.

Marqeta’s core company value that “Everyone Belongs” serves as a constant reminder of how critical this work is to our identity as a company.

Compensation, Benefits, and Wellness

2 unchanged sentences

The principal purposes of our equity incentive plans are to attract, retain and reward personnel through the granting of share-based compensation awards which allows us to align employees’ interests with our shareholders and to allow our employees to share in increases in the value of our equity.

We also offer a wide array of in-demand benefits and perks to our global workforce, including comprehensive health and welfare benefits, flexible time-off, and various family and medical leave benefits.

In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our employees and the communities in which we operate.

These include having the vast majority of our employees continue to work from home, and implementing additional safety measures for employees conducting critical on-site work.

The future of work at Marqeta is flexible, with in-office, hybrid, and remote working options.

We have also added additional company-wide paid days off to help employees balance their work and life responsibilities.

We believe these flexible policies will help us source, connect, and hire talent in more locations, as well as retain talent that may want or need to relocate.

Corporate Information

1 unchanged sentence

as a Delaware corporation.

We completed our initial public offering in June 2021 and our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “MQ.” Our principal executive offices are located at 180 Grand Avenue, 6th Floor, Oakland, CA 94612, and our telephone number is (888) 462-7738.

We completed our initial public offering in June 2021 and our Class A common stock is listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol “MQ.” Our principal executive offices are located at 180 Grand Avenue, 6th Floor, Oakland, CA 94612, and our telephone number is (888) 462-7738.

Available Information

Our website is located at www.marqeta.com, and our investor relations website is located at www.investors.marqeta.com.

Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available, free of charge, on our investor relations website as soon as reasonably practicable after we file such material electronically with or furnish it to the Securities and Exchange Commission, or the SEC.

The SEC also maintains a website that contains our SEC filings.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business