Marqeta, Inc. 10-Q

Item 1. Financial Statements Marqeta, Inc. Condensed Consolidated Balance Sheets (in thousands, except per share amounts) (unaudited) September 30, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 747,248 $ 923,016 Restricted cash 234,519 8,500 Short-term investments 83,212 179,409 Accounts receivable, net 36,123 29,988 Settlements receivable, net 15,616 16,203 Network incentives receivable 48,765 66,776 Prepaid expenses and other current assets 34,523 25,405 Total current assets 1,200,006 1,249,297 Operating lease right-of-use assets, net 6,932 2,712 Property and equipment, net 56,527 37,523 Intangible assets, net 53,643 29,774 Goodwill 154,478 123,523 Other assets 16,844 20,375 Total assets $ 1,488,430 $ 1,463,204 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 1,520 $ 527 Revenue share payable 204,974 193,399 Funds payable and amounts due to customers 233,913 — Accrued expenses and other current liabilities 196,361 177,059 Total current liabilities 636,768 370,985 Operating lease liabilities, net of current portion 4,843 870 Other liabilities 7,590 6,331 Total liabilities 649,201 378,186 Commitments and contingencies (Note 10) Stockholders’ equity: Preferred stock, $ 0.0001 par value; 100,000 and 100,000 shares authorized, no shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively — — Common stock, $ 0.0001 par value: 1,500,000 and 1,500,000 Class A shares authorized, 416,467 and 470,824 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively. 600,000 and 600,000 Class B shares authorized, 32,878 and 33,472 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 45 50 Additional paid-in capital 1,648,226 1,883,190 Accumulated other comprehensive income (loss) 1,397 ( 314 ) Accumulated deficit ( 810,439 ) ( 797,908 ) Total stockholders’ equity 839,229 1,085,018 Total liabilities and stockholders’ equity $ 1,488,430 $ 1,463,204 See accompanying notes to Condensed Consolidated Financial Statements. 5 Table of Contents Marqeta, Inc. Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (in thousands, except per share amounts) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net revenue $ 163,306 $ 127,967 $ 452,771 $ 371,205 Costs of revenue 48,749 37,835 135,474 117,559 Gross profit 114,557 90,132 317,297 253,646 Operating expenses: Compensation and benefits 84,871 100,964 252,330 299,120 Technology 16,942 16,317 47,855 44,204 Professional services 5,518 4,759 15,432 13,437 Occupancy 1,058 1,178 2,818 3,476 Depreciation and amortization 7,019 4,448 19,003 11,941 Marketing and advertising 895 582 2,075 1,688 Other operating expenses 8,624 4,115 15,920 11,438 Executive chairman long-term performance award — — — ( 144,617 ) Total operating expenses 124,927 132,363 355,433 240,687 (Loss) income from operations ( 10,370 ) ( 42,231 ) ( 38,136 ) 12,959 Other income, net 7,244 13,703 26,544 41,845 (Loss) income before income tax expense ( 3,126 ) ( 28,528 ) ( 11,592 ) 54,804 Income tax expense 498 115 939 399 Net (loss) income $ ( 3,624 ) $ ( 28,643 ) $ ( 12,531 ) $ 54,405 Other comprehensive income (loss), net of taxes: Change in foreign currency translation adjustment 1,490 125 1,936 ( 72 ) Net change in unrealized gain (loss) on short-term investments 9 1,981 ( 225 ) 143 Net other comprehensive income 1,499 2,106 $ 1,711 $ 71 Comprehensive (loss) income $ ( 2,125 ) $ ( 26,537 ) $ ( 10,820 ) $ 54,476 Net (loss) income per share attributable to Class A and Class B common stockholders Basic $ ( 0.01 ) $ ( 0.06 ) $ ( 0.03 ) $ 0.11 Diluted $ ( 0.01 ) $ ( 0.06 ) $ ( 0.03 ) $ 0.10 Weighted-average shares used in computing net (loss) income per share attributable to Class A and Class B common stockholders Basic 448,717 507,160 470,294 513,678 Diluted 448,717 507,160 470,294 522,394 See accompanying notes to Condensed Consolidated Financial Statements. 6 Table of Contents Marqeta, Inc. Condensed Consolidated Statements of Stockholders' Equity (in thousands) (unaudited) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholder’s Equity Shares Amount Balance as of December 31, 2024 504,296 $ 50 $ 1,883,190 $ ( 314 ) $ ( 797,908 ) $ 1,085,018 Issuance of common stock upon exercise of options 380 — 1,444 — — 1,444 Issuance of common stock upon net settlement of restricted stock units 2,527 — ( 7,101 ) — — ( 7,101 ) Share-based compensation — — 28,437 — — 28,437 Repurchase and retirement of common stock, including excise tax ( 26,225 ) ( 2 ) ( 112,314 ) — — ( 112,316 ) Change in accumulated other comprehensive loss — — — 38 — 38 Net loss — — — — ( 8,260 ) ( 8,260 ) Balance as of March 31, 2025 480,978 $ 48 $ 1,793,656 $ ( 276 ) $ ( 806,168 ) $ 987,260 Issuance of common stock upon exercise of options 84 — 136 — — 136 Issuance of common stock under employee stock purchase plan 300 — 994 — — 994 Issuance of common stock upon net settlement of restricted stock units 3,205 1 ( 9,742 ) — — ( 9,741 ) Issuance of common stock upon exercise of common stock warrants 135 — — — — — Share-based compensation — — 30,257 — — 30,257 Repurchase and retirement of common stock, including excise tax ( 35,243 ) ( 4 ) ( 164,996 ) — — ( 165,000 ) Change in accumulated other comprehensive loss — — — 174 — 174 Net loss — — — — ( 647 ) ( 647 ) Balance as of June 30, 2025 449,459 $ 45 $ 1,650,305 $ ( 102 ) $ ( 806,815 ) $ 843,433 Issuance of common stock upon exercise of options 27 — 50 — — 50 Issuance of common stock upon net settlement of restricted stock units 3,017 — ( 11,650 ) — — ( 11,650 ) Vesting of common stock warrants — — 252 — — 252 Share-based compensation — — 28,645 — — 28,645 Repurchase and retirement of common stock, including excise tax ( 3,158 ) — ( 19,376 ) — — ( 19,376 ) Change in accumulated other comprehensive income (loss) — — — 1,499 — 1,499 Net loss — — — — ( 3,624 ) ( 3,624 ) Balance as of September 30, 2025 449,345 $ 45 $ 1,648,226 $ 1,397 $ ( 810,439 ) $ 839,229 7 Table of Contents Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholder’s Equity Shares Amount Balance as of December 31, 2023 520,343 $ 52 $ 2,067,776 $ 762 $ ( 825,195 ) $ 1,243,395 Issuance of common stock upon exercise of options 98 — 49 — — 49 Issuance of common stock upon net settlement of restricted stock units 2,806 — ( 10,917 ) — — ( 10,917 ) Vesting of common stock warrants — — 2,100 — — 2,100 Share-based compensation — — 33,393 — — 33,393 Executive chairman long-term performance award — — 13,121 — — 13,121 Repurchase and retirement of common stock, including excise tax ( 5,238 ) — ( 32,830 ) — — ( 32,830 ) Change in accumulated other comprehensive income (loss) — — — ( 1,586 ) — ( 1,586 ) Net loss — — — — ( 36,060 ) ( 36,060 ) Balance as of March 31, 2024 518,009 $ 52 $ 2,072,692 $ ( 824 ) $ ( 861,255 ) $ 1,210,665 Issuance of common stock upon exercise of options 33 — 59 — — 59 Issuance of common stock under employee stock purchase plan 327 — 1,629 — — 1,629 Issuance of common stock upon net settlement of restricted stock units 3,338 — ( 9,370 ) — — ( 9,370 ) Share-based compensation — — 38,209 — — 38,209 Executive chairman long-term performance award — — ( 157,738 ) — — ( 157,738 ) Repurchase and retirement of common stock, including excise tax ( 10,959 ) ( 1 ) ( 59,737 ) — — ( 59,738 ) Change in accumulated other comprehensive income (loss) — — — ( 449 ) — ( 449 ) Net income — — — — 119,108 119,108 Balance as of June 30, 2024 510,748 $ 51 $ 1,885,744 $ ( 1,273 ) $ ( 742,147 ) $ 1,142,375 Issuance of common stock upon exercise of options 11 — 13 — — 13 Issuance of common stock upon net settlement of restricted stock units 2,790 — ( 8,756 ) — — ( 8,756 ) Vesting of common stock warrants — — 322 — — 322 Share-based compensation — — 37,145 — — 37,145 Repurchase and retirement of common stock, including excise tax ( 9,399 ) ( 1 ) ( 48,903 ) — — ( 48,904 ) Change in accumulated other comprehensive income (loss) — — — 2,106 — 2,106 Net loss — — — — ( 28,643 ) ( 28,643 ) Balance as of September 30, 2024 504,150 $ 50 $ 1,865,565 $ 833 $ ( 770,790 ) $ 1,095,658 8 Table of Contents Marqeta, Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Nine Months Ended September 30, 2025 2024 Cash flows from operating activities: Net (loss) income $ ( 12,531 ) $ 54,405 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 19,003 11,941 Share-based compensation expense 78,689 103,258 Executive chairman long-term performance award — ( 144,617 ) Non-cash operating leases expense 1,727 1,017 Accretion of discount on short-term investments ( 691 ) ( 2,650 ) Other 5,365 328 Changes in operating assets and liabilities: Accounts receivable ( 3,834 ) ( 7,285 ) Settlements receivable 587 18,105 Network incentives receivable 18,011 7,140 Prepaid expenses and other assets ( 2,743 ) 3,195 Accounts payable ( 125 ) ( 3,274 ) Revenue share payable 11,575 ( 6,564 ) Accrued expenses and other liabilities ( 2,358 ) 545 Operating lease liabilities ( 3,374 ) ( 2,129 ) Net cash provided by operating activities 109,301 33,415 Cash flows from investing activities: Purchases of property and equipment ( 1,992 ) ( 2,382 ) Capitalization of internal-use software ( 21,470 ) ( 14,577 ) Cash paid for business combination, net of cash acquired ( 44,608 ) — Restricted cash acquired in business combination 229,650 — Purchases of short-term investments ( 3,501 ) — Maturities of short-term investments 100,160 54,000 Net cash provided by investing activities 258,239 37,041 Cash flows from financing activities: Change in funds payable and amounts due to customers 4,263 — Proceeds from exercise of stock options, including early exercised stock options, net of repurchase of early exercised unvested options 1,630 121 Proceeds from shares issued in connection with employee stock purchase plan 994 1,629 Taxes paid related to net share settlement of restricted stock units ( 28,493 ) ( 29,043 ) Repurchase of common stock ( 294,788 ) ( 137,718 ) Net cash used in financing activities ( 316,394 ) ( 165,011 ) Net increase (decrease) in cash, cash equivalents, and restricted cash 51,146 ( 94,555 ) Cash, cash equivalents, and restricted cash- Beginning of period 931,516 989,472 Cash, cash equivalents, and restricted cash - End of period $ 982,662 $ 894,917 See accompanying notes to Condensed Consolidated Financial Statements. 9 Table of Contents Marqeta, Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Nine Months Ended September 30, 2025 2024 Reconciliation of cash, cash equivalents, and restricted cash Cash and cash equivalents $ 747,248 $ 886,417 Restricted cash 234,519 8,500 Restricted cash, included in Other assets 895 — Total cash, cash equivalents, and restricted cash $ 982,662 $ 894,917 Supplemental disclosures of non-cash investing and financing activities: Purchase of property and equipment accrued and not yet paid $ 1,087 $ 2,240 Share-based compensation capitalized to internal-use software $ 8,649 $ 5,489 Repurchase of common stock, including excise tax, accrued and not yet paid $ 2,808 $ 4,373 Operating lease right-of-use assets in exchange for lease liabilities $ 3,463 $ 577 Contingent and holdback considerations, not yet paid $ 7,047 $ — See accompanying notes to Condensed Consolidated Financial Statements. 10 Table of Contents Marqeta, Inc. Notes to Condensed Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) (unaudited) 1. Business Overview and Basis of Presentation Marqeta, Inc. (“the Company”) was incorporated in the state of Delaware in 2010 and creates digital payment technology for innovation leaders. The Company's modern card issuing platform empowers its customers to create customized and innovative payment card programs, giving them the configurability and flexibility to build better payment experiences. The Company provides all of its customers issuer processor services and for most of its customers it also acts as a card program manager. The Company primarily earns revenue from processing card transactions for its customers. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission, (“SEC”), for interim reporting. Certain information and note disclosures included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The Condensed Consolidated Balance Sheet as of December 31, 2024 has been derived from the Company’s audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 26, 2025. The accompanying Condensed Consolidated Financial Statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Annual Report on Form 10-K. The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying Condensed Consolidated Financial Statements reflect all adjustments of a normal, recurring nature considered necessary for a fair presentation of the Company's consolidated financial position, results of operations, comprehensive loss, and cash flows for the interim periods presented. The interim results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or for any other future annual or interim period. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make various estimates and assumptions relating to reported amounts of assets and liabilities, disclosure of contingent liabilities, and reported amounts of revenue and expenses. Significant estimates and assumptions include, but are not limited to, the fair value and useful lives of assets acquired and liabilities assumed through business combinations, the estimation of contingent liabilities, the fair value of equity awards and warrants, share-based compensation, the estimation of variable consideration in contracts with customers, the cumulative network incentive rate the Company expects to earn during the annual measurement period, the reserve for contract contingencies and processing errors and valuation of income taxes. Actual results could differ materially from these estimates. Business Risks and Uncertainties The Company has incurred net losses each quarter since its inception with the exception of the quarter ended June 30, 2024. The Company had an accumulated deficit of $ 810.4 million as of September 30, 2025. The Company expects to incur net losses from operations for the foreseeable future as it incurs costs and expenses related to creating new products for customers, acquiring new customers, developing its brand, expanding into new geographies and continued development of the existing platform infrastructure. The Company believes that its cash and cash equivalents of $ 747.2 million and short-term investments of $ 83.2 million as of September 30, 2025 are sufficient to fund its operations through at least the next twelve months from the issuance of these financial statements. 11 Table of Contents 2. Summary of Significant Accounting Policies Significant Accounting Policies Costs of Revenue The Company has marketing and incentive arrangements with Card Networks that provide the Company with monetary incentives for establishing customer card programs with and routing transaction volume through the respective Card Networks. These incentives are typically calculated as a percentage of the processed transaction volume or the number of transactions routed through the Card Network. The Company accounts for these incentives as a reduction of Card Network fees within Costs of Revenue in customer arrangements where the Company acts as the principal. As processing volumes increase, the Company earns a higher cumulative incentive rate, subject to achieving specific cumulative volume thresholds within an annual measurement period. For certain incentive arrangements, the annual measurement period may not align with the Company’s fiscal year. Prior to the second quarter of fiscal year 2025, the Company recognized network incentives in the period when cumulative transaction volume thresholds were met, which was due to insufficient data to reliably estimate the incentives the Card Networks would ultimately earn over the respective annual period. This approach resulted in fluctuations in Card Network fees, particularly when thresholds were reached, as higher incentive rates were applied retroactively to the entire measurement period. Historically, the Company has earned the highest incentive rates in the first quarter of its fiscal year, when annual measurement periods are nearing completion and higher cumulative transaction volume thresholds are achieved. Conversely, the second quarter generally reflected the lowest incentive rates, as the annual measurement periods and cumulative transaction volume thresholds reset to lower levels. Effective in the second quarter of fiscal year 2025, the Company revised its accounting policy for estimating and recognizing network incentives. The Company now estimates and recognizes network incentives based on the cumulative incentive rates it expects to earn over the annual measurement period. The Company estimates the cumulative incentive rates based on its forecasts for the annual measurement periods, which incorporate both historical experience and our expectations of future events, in addition to other qualitative considerations. The cumulative incentive rates are applied to the volume and/or number of transactions processed during the reporting period to calculate the quarterly network incentives recognized. As a result of this policy revision, the Card Network incentives recognized during the three months ended September 30, 2025 were $ 1.3 million lower compared to the amount that would have been recognized under the previous policy. The cumulative impact of the revised policy on Card Network incentives recognized from April 1, 2025 through September 30, 2025 was $ 5.5 million higher than the amount that would have been recognized under the previous policy. Uncollected incentives are included in network incentives receivable on the Condensed Consolidated Balance Sheets. The Company's contracts with Card Networks and Issuing Banks generally have terms ranging between three to five years , with options for renewal in one - to two-year increments upon mutual agreement. Restricted Cash As of September 30, 2025, restricted cash primarily consisted of (i) cash used to secure a letter of credit for the Company’s office lease in Oakland, California, and (ii) funds held by TransactPay on behalf of its customers related to card and electronic money (“e-money”) wallet programs. The restricted cash associated with these customer funds arose from the Company’s acquisition of TransactPay on July 31, 2025 (see Note 4, “Business Combinations,” for further details). These funds represent program collateral, safeguarded funds, or settlement balances required to support timely transaction settlement. In the normal course of business, TransactPay receives customer funds in exchange for e-money issued or spent funds within the transaction settlement period for payments to the card networks. TransactPay must comply with applicable safeguarding requirements for customer funds, which is generally satisfied by maintaining cash or cash equivalents in segregated bank accounts. Accordingly, cash and cash equivalents held to meet TransactPay’s safeguarding, collateral or settlement requirements are classified as restricted cash on the Company’s Condensed Consolidated Balance Sheet. Corresponding obligations to the TransactPay customers are recognized as funds payable and amounts due to customers within current liabilities on the Condensed Consolidated Balance Sheet, reflecting the Company's custodial role. 12 Table of Contents The restricted cash acquired in the TransactPay acquisition is reflected as an investing inflow in the Condensed Consolidated Statement of Cash Flows. Settlement of Payment Transactions Generally, customers deposit a certain amount of pre-funding into accounts maintained at Issuing Banks to settle their payment transactions. For Marqeta's operations, these pre-funding amounts may only be used to settle customers' payment transactions and are not considered assets of the Company. Unlike TransactPay’s operations in Gibraltar and Malta, which are subject to safeguarding requirements for customer funds under the applicable jurisdictional regulations, Marqeta’s operations in other geographies, including the United States, are not required to comply with such regulations as there are no equivalent safeguarding rules. Accordingly, the funds held in customers’ accounts at Issuing Banks are not reflected on the Company’s Condensed Consolidated Balance Sheets. Previously, the Company maintained cash balances as collateral with certain issuing bank partners in the event customers funds were not deposited at the Issuing Banks in time to settle customer transactions with the Card Networks. These deposits are no longer subject to such collateral requirements, and as such, the Company reclassified certain cash balances amounting to $ 7.0 million held at Issuing Banks from restricted cash to cash and cash equivalents during the three months ended September 30, 2025. Funds payable and amounts due to customers Following the acquisition of TransactPay on July 31, 2025, the Company recognizes liabilities related to the customer funds held in connection with card and e-money wallet programs that are classified as restricted cash. Program managers and corporate customers prefund the prepaid cards issued by TransactPay. Upon receipt of the prefunding from these program managers and the issuance of e-money, TransactPay records a liability equal to the value of the prefunding and the e-money issued. This liability remains outstanding until the funds are redeemed or utilized by the end-users. These obligations are presented as Funds payable and amounts due to customers in the Company’s Condensed Consolidated Balance Sheet. Prior to the TransactPay acquisition, the Company did not hold such customer funds or recognize the related liabilities. Changes in funds payable and amounts due to customers are presented as cash flows from financing activities in the Company’s Condensed Consolidated Statement of Cash Flows. This classification aligns with the underlying nature of these balances, which represent funds received in exchange for electronic money and advances received by the Company on behalf of program managers and end-users. There have been no other material changes to our significant accounting policies from our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The standard is effective for the Company’s annual period beginning January 1, 2025, with interim disclosures required for the period beginning January 1, 2026. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The standard will be adopted prospectively, and the Company anticipates the standard will increase the extent of its tax disclosures. In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (“ASU 2024-03”). ASU 2024-03 is intended to improve disclosures about a public business entity's expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The amendments in this ASU are effective for the Company in fiscal 2027 on a retrospective basis, with early 13 Table of Contents adoption permitted. The Company is currently evaluating the operational and financial reporting implications of this standard. In September 2025, the FASB issued Accounting Standards Update No. 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” ("ASU 2025-06"). ASU 2025-06 modernizes the accounting for internal-use software costs by increasing the operability of the recognition guidance considering different methods of software development. ASU 2025-06 can be applied prospectively, retrospectively, or with a modified transition approach, and is effective for the Company for annual reporting as well as interim period reporting beginning in fiscal year 2028 with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its condensed consolidated financial statements and disclosures. 3. Revenue Disaggregation of Revenue The following table provides information about disaggregated revenue from customers: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Platform services revenue, net $ 155,774 $ 121,800 $ 430,778 $ 355,005 Other services revenue 7,532 6,167 21,993 16,200 Total net revenue $ 163,306 $ 127,967 $ 452,771 $ 371,205 Contract Balances The following table provides information about contract assets and deferred revenue: Contract balance Balance sheet line reference September 30, 2025 December 31, 2024 Contract assets - current Prepaid expenses and other current assets $ 3,903 $ 1,605 Contract assets - non-current Other assets 7,405 10,981 Total contract assets $ 11,308 $ 12,586 Deferred revenue - current Accrued expenses and other current liabilities $ 13,309 $ 13,593 Deferred revenue - non-current Other liabilities 1,653 4,779 Total deferred revenue $ 14,962 $ 18,372 Net revenue recognized during the three months ended September 30, 2025 and 2024 that was included in the deferred revenue balances at the beginning of the respective periods was $ 5.0 million and $ 2.7 million, respectively. Net revenue recognized during the nine months ended September 30, 2025 and 2024 that was included in the deferred revenue balances at the beginning of the respective periods was $ 12.0 million and $ 7.2 million, respectively. Remaining Performance Obligations The Company has performance obligations associated with commitments in customer contracts for future stand-ready obligations to process transactions throughout the contractual term. As of September 30, 2025, the aggregate transaction price allocated to our remaining performance obligations was $ 44.1 million. The Company expects to recognize approximately 65 % within two years and the remaining 35 % over the next three to five years . 14 Table of Contents 4. Business Combinations TransactPay On July 31, 2025, the Company completed its acquisition of Neptune International Ltd, an exempted company limited by shares incorporated under the laws of Bermuda, and purchased Transact Payments Limited (collectively, with its affiliates, “TransactPay”). TransactPay provides BIN Sponsorship, E-money Licensing, and Virtual Account services in the UK and Europe. The Company’s acquisition of TransactPay strengthens its card program management in Europe and bolsters its digital payment capabilities in the UK and Europe, where e-money institution (“EMI”) licenses are required for issuing and managing electronic money. The preliminary purchase price consisted the following: Amount Cash paid at Closing $ 52,961 Holdback consideration 3,452 Fair value of contingent consideration 3,595 Other ( 102 ) Total preliminary purchase price $ 59,906 Holdback Consideration Pursuant to the terms of the merger agreement, the Company retained $ 3.5 million in holdback consideration, with $ 2.3 million for indemnification purposes and $ 1.2 million for post-closing adjustments, collectively, the “Holdbacks”. These Holdbacks serve to secure the sellers’ obligations with respect to pre-closing representations and warranties, potential indemnification claims, and post-closing purchase price adjustments. The Company has recognized a corresponding liability for the Holdbacks in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet, reflecting the contingent nature of these amounts and their expected settlement within one year. Contingent Consideration As part of the acquisition, the Company agreed to provide additional contingent consideration in the form of two earn-out arrangements, which would be payable to the sellers upon satisfaction of specified post-closing performance conditions through December 31, 2025. These earn-outs are classified as liabilities and are reported in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet. The earn-outs were initially measured at fair value as of the closing date, with subsequent changes in fair value recognized in earnings until settlement. The following details the earn-outs: • Regulatory Improvement Earn-out - $ 2.3 million payable on an all or nothing basis if no enforcement actions, investigations, or proceedings are pending against TransactPay by any relevant regulatory authorities in Malta, Gibraltar, and/or the United States as of December 31, 2025. • Digital Products Earn-out - Up to $ 3.4 million payable based on the achievement of escalating gross profit thresholds for TransactPay’s digital products in the year ended December 31, 2025. In determining the fair value of these earn-out liabilities at Closing, the Company evaluated the probability of achieving the respective performance conditions, considering the short time frame from closing to the December 31, 2025 measurement date, along with historical and projected operational metrics. For the Regulatory Improvement Earn-Out, a high probability of success was assigned based on the lack of material regulatory issues resulting in inclusion of the full $ 2.3 million in the purchase price. For the Digital Products Earn-Out, a Monte Carlo simulation model was utilized, incorporating actual digital products gross profit performance through the quarter ended September 30, 2025, and forward-looking projections for the remainder of 2025, which yielded an estimated fair value of $ 1.3 million. These fair value estimates are Level 3 measurements under ASC 820, subject to significant unobservable inputs, and may be adjusted in future periods based on changes in anticipated outcomes. 15 Table of Contents The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed at the closing date: Amount Cash and cash equivalents $ 8,353 Restricted cash 229,650 Accounts receivable 2,903 Prepaid expenses and other current assets 1,163 Operating lease right-of-use assets 2,484 Other assets 534 Total tangible assets acquired 245,087 Funds payable and amounts due to customers 229,650 Accounts payable 1,220 Operating lease liabilities 2,541 Accrued expenses and other current liabilities 5,991 Other liabilities 4,106 Total liabilities assumed 243,508 Net tangible assets acquired 1,579 Customer relationships 6,903 EMI licenses 21,399 Goodwill 30,025 Total intangible assets acquired 58,327 Total purchase price $ 59,906 The purchase price allocation for the TransactPay acquisition remains preliminary as of September 30, 2025, and is subject to revision for certain acquired assets and assumed liabilities. In particular, the Company continues to evaluate facts and circumstances that existed as of the closing date, which may result in adjustments to provisional amounts for identifiable intangible assets, deferred tax assets and/or liabilities, and purchase consideration. Any measurement period adjustments will be recognized prospectively in the period in which the adjustments are determined, with the measurement period ending as soon as sufficient information is obtained or no later than one year from the closing date. Restricted cash and Funds payable and amounts due to customers The restricted cash acquired consists of funds held on behalf of customers in segregated accounts as part of program management activities for card and e-money wallet programs. These funds function as collateral or settlement balances to facilitate timely transaction processing, and the Company is subject to restrictions on their use to ensure compliance with regulatory safeguarding requirements. Notwithstanding these restrictions, the Company bears the associated credit risk and retains the right to earn interest on the balances. Accordingly, the Company has concluded that these funds qualify as its assets and are classified as restricted cash on the Condensed Consolidated Balance Sheet. Corresponding obligations to the customers are recognized as funds payable and amounts due to customers within current liabilities on the Condensed Consolidated Balance Sheet, reflecting the Company's custodial role. 16 Table of Contents Customer Relationships The customer relationships intangible asset, which represents established relationships with program managers and end-users, was determined to have an estimated useful life of two years. The fair value was estimated using the replacement cost method, which considers the hypothetical costs to recreate these relationships. EMI Licenses The EMI licenses, which permit the issuance of e-money in relevant jurisdictions, have no fixed expiration date and can be renewed indefinitely, provided ongoing regulatory requirements, such as periodic filings and payment of required fees, are met. Accordingly, these are classified as indefinite-lived intangible assets and are not subject to amortization but will be tested for impairment annually or more frequently if indicators exist. The fair value of the EMI licenses was determined using the income approach, specifically the “with-and-without” method, which estimates the incremental economic benefit attributable to the licenses by comparing the present value of projected cash flows with and without the licenses in place. Goodwill The goodwill is attributable to expected synergies. The acquisition is a non-taxable business combination and goodwill recognized in the acquisition is not deductible for tax purposes. Acquisition Costs The Company incurred approximately $ 2.9 million acquisition related costs, of which $ 1.0 million was recognized during the three months ended December 31, 2024 and $ 0.8 million and $ 1.9 million were recognized during the three and nine months ended September 30, 2025, respectively, and are primarily included in professional services on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The results of operations of TransactPay have been included in the Company’s Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income from the acquisition date of July 31, 2025, through September 30, 2025. The results of operations of TransactPay for periods prior to the acquisition date were not material to the Company’s consolidated statements of operations. Accordingly, supplemental pro forma financial information has not been presented. 5. Goodwill and Intangible Assets, net Goodwill Goodwill consisted of the following: Balance as of December 31, 2024 $ 123,523 Goodwill from acquisition of TransactPay 30,025 Foreign currency adjustment 930 Balance as of September 30, 2025 $ 154,478 17 Table of Contents Intangible Assets, net The following table presents the Intangible assets resulting from the Company’s business combinations as of the dates presented: September 30, 2025 Finite-lived intangible assets: Developed technology $ 41,000 Customer relationships 7,036 Total finite-lived intangible assets, gross 48,036 Accumulated amortization ( 16,205 ) Total finite-lived Intangible assets, net 31,831 Indefinite-lived intangible assets: EMI licenses 21,812 Total intangible assets, net $ 53,643 December 31, 2024 Developed technology $ 41,000 Accumulated amortization ( 11,226 ) Intangible assets, net $ 29,774 The amortization period for developed technology and customer relationships intangible assets is 7 years and 2 years, respectively. Amortization expense for intangible assets was $ 2.0 million and $ 1.5 million for the three months ended September 30, 2025 and 2024, respectively, and $ 5.0 million and $ 4.4 million for the nine months ended September 30, 2025 and 2024, respectively. Expected future amortization expense for intangible assets was as follows as of September 30, 2025: Remainder of 2025 2,344 2026 9,375 2027 7,909 2028 5,857 Thereafter 6,346 Total expected future amortization expense for intangible assets $ 31,831 6. Short-term Investments The Company's short-term investments are classified as available-for-sale securities and recorded at fair value within Current assets in the Condensed Consolidated Balance Sheets. These investments may be sold at anytime to support operational needs, even prior to maturity. 18 Table of Contents The following table provides the amortized cost, unrealized gain, and estimated fair value of the Company's short-term investments: September 30, 2025 Amortized Cost Unrealized Gain Unrealized (Loss) Estimated Fair Value Short-term Investments U.S. treasury securities $ 71,892 $ 187 $ — $ 72,079 Asset-backed securities 7,588 45 — 7,633 Certificate of deposits 3,500 — — 3,500 Total short-term investments $ 82,980 $ 232 $ — $ 83,212 December 31, 2024 Amortized Cost Unrealized Gain Unrealized (Loss) Estimated Fair Value Short-term investments U.S. treasury securities $ 168,504 $ 396 $ — $ 168,900 Asset-backed securities 10,444 65 — 10,509 Total short-term investments $ 178,948 $ 461 $ — $ 179,409 The Company did no t have any short-term investments in unrealized loss positions as of September 30, 2025 and December 31, 2024. Generally, the Company does not intend to sell short-term investments that have unrealized losses, and does not anticipate that it is more likely than not that it will be required to sell such securities before any anticipated recovery of the entire amortized cost basis. There were no realized gains or losses from short-term investments that were reclassified out of accumulated other comprehensive loss for both the three and nine months ended September 30, 2025 and 2024. The Company determined there were no material credit or non-credit related impairments as of September 30, 2025. The following table summarizes the stated maturities of the Company’s short-term investments: September 30, 2025 December 31, 2024 Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Due within one year $ 75,392 $ 75,578 $ 112,750 $ 113,015 Due after one year through five years 7,588 7,634 66,198 66,394 Total $ 82,980 $ 83,212 $ 178,948 $ 179,409 19 Table of Contents 7. Fair Value Measurements The following tables present the fair value hierarchy for assets and liabilities measured at fair value: September 30, 2025 Level 1 Level 2 Level 3 Total Fair Value Cash equivalents Money market funds $ 204,462 $ — $ — $ 204,462 U.S. treasury bills 271,538 — — 271,538 Commercial paper — 42,203 — 42,203 Corporate debt securities — 10,843 — 10,843 Certificates of deposit — 34,443 — 34,443 Short-term investments U.S. treasury securities 72,079 — — 72,079 Asset-backed securities — 7,633 — 7,633 Certificates of deposit — 3,500 — 3,500 Restricted cash Money market funds 42,781 — — 42,781 Total assets measured at fair value $ 590,860 $ 98,622 $ — $ 689,482 Accrued expenses and other current liabilities Contingent consideration liability $ — $ — $ 3,664 $ 3,664 Total liabilities $ — $ — $ 3,664 $ 3,664 December 31, 2024 Level 1 Level 2 Level 3 Total Fair Value Cash equivalents Money market funds $ 458,195 $ — $ — $ 458,195 U.S. treasury bills 214,189 — — 214,189 Commercial paper — 8,028 — 8,028 Corporate debt securities — 53,238 — 53,238 Certificates of deposit — 25,779 — 25,779 Short-term investments U.S. treasury securities 168,900 — — 168,900 Asset-backed securities — 10,509 — 10,509 Total assets measured at fair value $ 841,284 $ 97,554 $ — $ 938,838 The Company classifies money market funds, U.S. treasury bills, commercial paper, certificates of deposit, U.S. treasury securities, asset-backed securities, and corporate debt securities within Level 1 or Level 2 of the fair value hierarchy because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The Company classifies the fair value of contingent consideration liability within Level 3 of the fair value hierarchy due to significant inputs that are not observable in the market, including the probability of achieving the milestones, estimated gross profit and discount rates. There were no transfers of financial instruments between the fair value hierarchy levels during the three and nine months ended September 30, 2025, or the year ended December 31, 2024. 20 Table of Contents 8. Certain Balance Sheet Components Property and Equipment, net Property and equipment consisted of the following: September 30, 2025 December 31, 2024 Leasehold improvements $ 9,666 $ 8,110 Computer equipment 9,615 9,415 Furniture and fixtures 2,611 2,525 Internally developed and purchased software 77,652 47,300 Total property and equipment, gross 99,544 67,350 Accumulated depreciation and amortization ( 43,017 ) ( 29,827 ) Property and equipment, net $ 56,527 $ 37,523 Depreciation and amortization expense related to property and equipment was $ 5.6 million and $ 2.9 million for the three months ended September 30, 2025 and 2024, respectively and $ 14.6 million and $ 7.5 million for the nine months ended September 30, 2025 and 2024, respectively. The Company capitalized $ 11.0 million and $ 5.6 million as internal-use software development costs during the three months ended September 30, 2025, and 2024, respectively, and $ 30.5 million and $ 20.2 million during the nine months ended September 30, 2025, and 2024, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: September 30, 2025 December 31, 2024 Accrued costs of revenue $ 91,550 $ 85,745 Accrued compensation and benefits 35,288 45,754 Deferred revenue 13,309 13,593 Due to Issuing Banks 7,721 7,721 Accrued tax liabilities 7,946 5,434 Accrued professional services 1,454 3,567 Operating lease liabilities, current portion 3,065 4,627 Holdback consideration liability (see Note 4) 3,518 — Contingent consideration liability (see Note 4) 3,664 — Reserve for contract contingencies and processing errors — 1,862 Other accrued liabilities 28,846 8,756 Accrued expenses and other current liabilities $ 196,361 $ 177,059 9. Leases In 2016, the Company entered into a lease agreement for its principal executive office located in Oakland, California (the “Oakland lease”), for 19,000 square feet of office space, which was subsequently amended resulting in a total of 63,000 square feet of office space being leased. The Company’s lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms. The Company is responsible for operating expenses that exceed the amount of base operating expenses as defined in the original lease agreement. 21 Table of Contents During the second quarter of 2025, the Company amended its Oakland lease, extending the term for certain floors by 24 months. The lease modification was not accounted for as a separate contract, and the extension has been accounted for as an operating lease. Accordingly, the Company recorded an increase to the Operating lease right-of-use assets, net and Operating lease liabilities, net of current portion in the Condensed Consolidated Balance Sheets of approximately $ 3.5 million, which represents the present value of the lease payments for the 24-month extension. As part of the TransactPay acquisition (see Note 4, “Business Combinations,” for further details), the Company assumed two operating leases for office space in Malta and Gibraltar expiring in October 2029 and October 2035, respectively. Consistent with the Oakland lease, these lease arrangements consist primarily of fixed rental payments in exchange for the right to use the underlying leased assets over the respective lease terms, with no significant variable lease payments or purchase options. As of the acquisition date, the Company recognized right-of-use assets and corresponding operating lease liabilities of $ 2.5 million based on the present value of the remaining lease payments. The Company's operating lease costs are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Operating lease cost $ 687 $ 900 $ 1,922 $ 2,637 Variable lease cost 152 152 432 492 Short-term lease cost 162 146 472 333 Total lease cost $ 1,001 $ 1,198 $ 2,826 $ 3,462 The Company does not have any sublease income and its lease agreements do not contain any residual value guarantees or material restrictive covenants. The weighted average remaining operating lease term and the weighted average discount rate used in the calculation of the Company's lease assets and lease liabilities were as follows: September 30, 2025 December 31, 2024 Weighted average remaining operating lease term (in years) 4.3 1.1 Weighted average discount rate 4.5 % 7.6 % Maturities of operating lease liabilities by year are as follows as of September 30, 2025: Operating Leases 2025 (remaining) $ 1,242 2026 2,635 2027 2,218 2028 685 2029 347 Thereafter 1,612 Total lease payments 8,739 Less imputed interest ( 831 ) Total operating lease liabilities $ 7,908 As of September 30, 2025, the Company had additional operating lease commitments of approximately $ 1.9 million on an undiscounted basis for a certain office lease that will commence during the fourth quarter of 2025, with a lease term of three years . 22 Table of Contents 10. Commitments and Contingencies Letter of Credit and Restricted Cash In connection with the Oakland lease, the Company is required to provide the landlord a $ 1.5 million letter of credit. The Company has secured this letter of credit by depositing $ 1.5 million with the issuing financial institution. In April 2025, the lease was amended, which extended the lease for a reduced amount of office space by two years . As part of the extension, the letter of credit will be reduced to $ 0.9 million effective on March 1, 2026, with an expiration date of February 2028. As of September 30, 2025, $ 0.9 million of restricted cash is recorded in other assets on the Condensed Consolidated Balance Sheet to reflect the extended obligation, while the remaining $ 0.6 million, not required after February 2026, is recorded in current assets as restricted cash. As previously disclosed in Note 2, “Summary of Significant Accounting Policies” and Note 4, “Business Combinations”, restricted cash also includes customer funds held by TransactPay in segregated accounts as part of its program management activities related to card and e-money wallet programs. As of September 30, 2025, the balance of restricted cash associated with these customer funds was $ 233.9 million, of which $ 42.8 million is invested in money market funds. Legal Contingencies From time to time in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings. Given the unpredictable nature of legal proceedings, the Company bases its assessment on the information available at the time the financials are available to be issued. As additional information becomes available, the Company reassesses the probability of the loss contingency and the potential liability, and may revise the estimate. The Company is currently involved in the following matters: On December 9, 2024, a putative securities class action lawsuit, captioned Wai v. Marqeta, Inc., et al. , Case No. 24-cv-08874 (N.D. Cal.), was filed in federal court in the Northern District of California (“Court”) against the Company, its former Chief Executive Officer, and its Chief Financial Officer (“Defendants”) alleging violations of federal securities laws. The lawsuit asserted that Defendants made false or misleading statements relating to the Company’s performance or revenue and gross profit expectations in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On December 10, 2024, a second putative securities class action lawsuit, captioned Ford v. Marqeta, Inc. , et al., Case No. 24-cv-08892 (N.D. Cal.), was filed in the same Court against the same Defendants alleging violations of the same federal securities laws. The second lawsuit asserted similar theories of liability as the first lawsuit. Both lawsuits (collectively, the “Securities Actions”) seek to recover damages on behalf of shareholders who acquired shares of the Company’s common stock during their respective putative class periods. The Securities Actions have been consolidated into one consolidated securities litigation captioned In re Marqeta, Inc. Securities Litigation , Case No. 24-08874-YGR (N.D. Cal) and the Court has appointed a lead plaintiff and lead plaintiff’s counsel in the matter. On April 10, 2025, the lead plaintiff filed a consolidated amended complaint, which alleges a putative class period of between February 28, 2024 and November 4, 2024. The Company and the other Defendants filed a motion to dismiss the consolidated amended complaint on May 15, 2025. On November 3, 2025, a settlement was reached, in principle, with the lead plaintiff’s counsel to resolve the Securities Actions for payments totaling $ 13.0 million. The settlement is subject to further documentation and judicial approvals. The Company has recorded a legal contingency expense of $ 4.3 million during the three and nine months ended September 30, 2025, which represents the Company’s probable loss amount related to the Securities Actions and is included within other operating expenses on the Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income. This expense is based upon the remaining retention of the Company’s Directors & Officers Insurance Policy, pursuant to which the Company is responsible for the first $ 5.0 million of expenses incurred, inclusive of legal defense fees, of which the Company has paid approximately $ 0.7 million as of September 30, 2025. Insurance proceeds are expected to cover any amount of the settlement above the Company’s $5.0 million self-insured retention. The determination that the insurance recovery of any figure higher 23 Table of Contents than the Company’s self-insured retention is based on the terms of the applicable insurance policies and the Company’s communications with the insurers. The settlement liability is recorded in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet, and an other asset has been established for the amount the Company expects to receive from the insurers, which is recorded in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheet. On February 4, 2025, a putative shareholder derivative lawsuit, captioned Smith v. Khalaf, et al. , Case No. 25-cv-01174 (N.D. Cal.), was filed in the same Court against the Company’s former Chief Executive Officer, its Chief Financial Officer, and its Board of Directors (as then constituted), and names the Company as a nominal defendant. This lawsuit asserts claims for breach of fiduciary duties and violations of federal securities laws, among other claims, between the time period of May 7, 2024 and November 4, 2024 under similar theories as the Securities Actions. Two other substantially similar putative shareholder derivative lawsuits, captioned Ojserkis v. Khalaf, et al. , Case No. 25-cv-01883 (N.D. Cal.) and Preciado v. Khalaf, et al. , Case No. 3:25-cv-02100 (N.D. Cal.), were filed on February 21, 2025 and February 27, 2025, respectively. All three putative shareholder derivative suits have been consolidated into one lawsuit captioned In re Marqeta, Inc. Derivative Litigation , Case No. 4:25-cv-01174-YGR (N.D. Cal). The consolidated derivative action is currently stayed pending developments in the consolidated Securities Actions. Settlement of Payment Transactions As described in Note 2, “Summary of Significant Accounting Policies,” pre-funding amounts deposited by program management customers into accounts maintained at Issuing Banks may only be used to settle customers’ payment transactions, and are not subject to same safeguarding regulations as TransactPay’s customer funds, and as such, are not considered assets of the Company. Accordingly, the funds held in customers’ accounts at Issuing Banks are not reflected on the Company’s Condensed Consolidated Balance Sheets. If a customer does not have sufficient funds to settle a transaction, the Company is liable to the Issuing Bank to settle the transaction and would therefore incur losses if such amounts cannot be subsequently recovered from the customer. The Company did not incur losses of this nature during the three and nine months ended September 30, 2025 and 2024, respectively. Indemnifications In the ordinary course of business, the Company enters into agreements of varying scope and terms pursuant to which it agrees to indemnify customers, Card Networks, Issuing Banks, vendors, lessors, and other parties with respect to certain matters, including, but not limited to, losses or expenses arising out of the breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. With respect to Issuing Banks, the Company has received requests for indemnification from time to time and may indemnify an Issuing Bank for losses such Issuing Bank may incur for non-compliance with applicable laws and regulations, if those losses resulted from the Company’s failure to perform under its program agreement. No significant claims have been incurred during the three and nine months ended September 30, 2025 and 2024. In addition, the Company has entered into indemnification agreements with its directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. As of September 30, 2025 and December 31, 2024, no demands have been made upon the Company to provide indemnification under such agreements, and the Company is not aware of any claims that could have a material effect on its Condensed Consolidated Financial Statements. The Company also includes service level commitments to its customers, warranting certain levels of performance and permitting these customers to receive credits in the event the Company fails to meet the levels outlined in their respective agreements. No material credits were issued during the three and nine months ended September 30, 2025 and 2024. 24 Table of Contents 11. Stock Incentive Plans The following table presents the share-based compensation expense by award type recognized within the following line items in the Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income and Condensed Consolidated Balance Sheet in the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Restricted stock units $ 23,132 $ 27,903 $ 71,041 $ 80,722 Stock options 1,185 5,837 4,808 18,422 Performance restricted stock units 1,172 1,631 2,244 3,239 Employee Stock Purchase Plan 215 283 596 875 Share-based compensation recorded within Compensation and benefits 25,704 35,654 78,689 103,258 Executive chairman long-term performance award — — — ( 144,617 ) Property and equipment (capitalized internal-use software) 2,941 1,491 8,649 5,489 Total share-based compensation expense (benefit) $ 28,645 $ 37,145 $ 87,338 $ ( 35,870 ) Restricted Stock Units and Performance Share Units A summary of the Company's restricted stock units (RSUs) and performance-based restricted stock units (PSUs) activity under the Plans was as follows: Number of Units Weighted- average grant date fair value per share Balance as of December 31, 2024 33,806 $ 5.96 Granted 23,130 $ 4.38 Vested ( 14,219 ) $ 5.92 Forfeited ( 8,912 ) $ 5.74 Balance as of September 30, 2025 33,805 $ 4.95 As of September 30, 2025, unrecognized compensation expense related to unvested RSUs and PSUs was $ 151.5 million. These costs are expected to be recognized over a weighted-average period of 1.9 years. 25 Table of Contents Stock Options A summary of the Company's stock option activity under the Plans is as follows: Number of Options Weighted- Average Exercise Price per Share Weighted - Average remaining Contractual Life (Years) Aggregate Intrinsic Value (1) Balance as of December 31, 2024 14,962 $ 9.19 5.82 $ 5,819 Granted — — Exercised ( 491 ) 3.34 Forfeited ( 6,254 ) 12.72 Balance as of September 30, 2025 8,217 $ 6.84 5.97 $ 9,161 Exercisable as of September 30, 2025 (2) 7,346 $ 6.98 5.82 $ 9,161 Vested as of September 30, 2025 7,261 $ 6.96 5.81 $ 8,681 (1) Intrinsic value is calculated based on the difference between the exercise price of in-the-money-stock options and the fair value of the common stock as of the respective balance sheet dates. (2) The 2011 Plan allows for early exercise of stock options. Accordingly, options granted under this plan are included as exercisable stock options regardless of vesting status. As of September 30, 2025, aggregate unrecognized compensation expense related to unvested outstanding stock options was $ 3.5 million. These costs are expected to be recognized over a weighted-average period of 1.0 years. 12. Stockholders’ Equity Transactions Share Repurchase Programs On May 6, 2024, the Company’s Board of Directors authorized a share repurchase program of up to $ 200 million of the Company’s Class A common stock (the “2024 Share Repurchase Program”). Under the 2024 Share Repurchase Program, the Company was authorized to repurchase shares through open market purchases, in privately negotiated transactions or by other methods, in accordance with applicable federal securities laws, including through trading plans under Rule 10b5-1 of the Exchange Act. Repurchase decisions, including timing and volume of repurchases, are based on general business and market conditions, and other factors, including legal requirements. The 2024 Share Repurchase Program had no set expiration date and was fully completed during the first quarter of 2025. On February 25, 2025, the Company’s Board of Directors authorized an additional share repurchase program for up to $ 300 million of the Company’s Class A common stock (the “2025 Share Repurchase Program”). Under the 2025 Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, in privately negotiated transactions, or by other means, in accordance with applicable federal securities laws, including through trading plans under Rule 10b5-1 of the Exchange Act. Repurchase decisions are based on general business and market conditions, and other factors, including legal requirements. The 2025 Share Repurchase Program has no set expiration date. During the nine months ended September 30, 2025, the Company repurchased approximately 19.2 million shares under the 2024 Share Repurchase Program for a total cost of $ 80.5 million, at an average price of $ 4.20 per share. The aggregate cost of the shares repurchased and the related transaction costs and excise taxes of $ 1.1 million during the nine months ended September 30, 2025 are reflected as a reduction to common stock and Additional paid-in capital on the Company’s Condensed Consolidated Balance Sheet. During the three and nine months ended September 30, 2025, the Company repurchased approximately 3.2 million and 45.5 million shares under the 2025 Share Repurchase Program for $ 19.3 million and $ 212.4 million, at an average price of $ 6.12 and $ 4.67 per share, respectively. The aggregate cost of the shares repurchased and the related transaction costs and excise taxes of $ 0.1 million and $ 2.7 million during the three and nine months ended September 30, 2025, respectively, are reflected as a reduction to 26 Table of Contents Common stock and Additional paid-in capital on the Company’s Condensed Consolidated Balance Sheet. As of September 30, 2025, $ 87.6 million remained available for future share repurchases under the 2025 Share Repurchase Program. During the three and nine months ended September 30, 2024, the Company repurchased approximately 9.4 million and 20.4 million shares in the open market under the 2024 Share Repurchase Program for $ 48.4 million and $ 107.5 million at an average price of $ 5.15 and $ 5.28 per share, respectively. The aggregate cost of the shares repurchased and the related transaction costs and excise taxes of $ 0.5 million and $ 1.2 million during the three and nine months ended September 30, 2024 are reflected as a reduction to Common stock and Additional paid-in capital on the Company’s Condensed Consolidated Balance Sheets. Additionally, during the nine months ended September 30, 2024, the Company repurchased 5.2 million shares under the 2023 Share Repurchase Program authorized in May 2023 (the “2023 Share Repurchase Program”) for $ 32.8 million, at an average price of $ 6.27 per share. Repurchases under the 2023 Share Repurchase Program were completed during the first quarter of 2024. 13. Net (Loss) Income Per Share Attributable to Common Stockholders Basic net (loss) income per share is computed by dividing the net (loss) income by the weighted-average number of shares of common stock outstanding during the period. Diluted net (loss) income per share is computed by dividing net (loss) income by the weighted-average number of shares of common stock outstanding adjusted for the dilutive effect of all potential shares of common stock. In periods when the Company reported a net loss, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive items are anti-dilutive. The Company calculated basic and diluted net (loss) income per share attributable to common stockholders as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Class A Class B Class A Class B Class A Class B Class A Class B Numerator Net (loss) income attributable to common stockholders, basic $ ( 3,355 ) $ ( 269 ) $ ( 26,581 ) $ ( 2,062 ) $ ( 11,644 ) $ ( 887 ) $ 49,672 $ 4,733 Net (loss) income attributable to common stockholders, diluted $ ( 3,355 ) $ ( 269 ) $ ( 26,581 ) $ ( 2,062 ) $ ( 11,644 ) $ ( 887 ) $ 49,419 $ 4,986 Denominator Weighted-average shares used in computing basic net (loss) income share attributable to common stockholders 415,462 33,256 470,642 36,518 437,012 33,282 468,994 44,684 Effect of dilutive potential shares of common stock — — — — — — 5,522 3,194 Weighted-average shares used in computing diluted net (loss) income per share attributable to common stockholders 415,462 33,256 470,642 36,518 437,012 33,282 474,516 47,878 Net (loss) income per share attributable to common stockholders, basic $ ( 0.01 ) $ ( 0.01 ) $ ( 0.06 ) $ ( 0.06 ) ( 0.03 ) ( 0.03 ) 0.11 0.11 Net (loss) income per share attributable to common stockholders, diluted $ ( 0.01 ) $ ( 0.01 ) $ ( 0.06 ) $ ( 0.06 ) ( 0.03 ) ( 0.03 ) 0.10 0.10 27 Table of Contents As the liquidation and dividend rights are identical for Class A common stock and Class B common stock, the undistributed earnings are allocated on a proportionate basis and the resulting income or loss per share will, therefore, be the same for both Class A common stock and Class B common stock on an individual or combined basis. The following potentially dilutive securities were excluded from the computation of diluted net loss per share during the three and nine months ended September 30, 2025 and the three months ended September 30, 2024 because including them would have had an anti-dilutive effect as the Company was in a loss position during the periods: Three and Nine Months Ended September 30, 2025 Three Months Ended September 30, 2024 Class A Class B Class A Class B Warrants to purchase Class B common stock — 1,133 — 1,900 Stock options, restricted stock, and employee stock purchase plan 38,176 3,846 45,983 7,464 Total 38,176 4,979 45,983 9,364 Potentially dilutive securities that were excluded from the computation of diluted net income per share because including them would have had an anti-dilutive effect were as follows: Nine Months Ended September 30, 2024 Class A Class B Warrants to purchase Class B common stock — — Stock options, restricted stock, and employee stock purchase plan 27,281 17,327 Total 27,281 17,327 14. Income Tax The Company recorded an income tax expense of $ 0.5 million and $ 0.1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 0.9 million and $ 0.4 million for the nine months ended September 30, 2025 and 2024, respectively. Income tax expense for both respective periods was primarily attributable to income tax expense in profitable foreign jurisdictions. The Company is subject to income tax audits in the U.S. and foreign jurisdictions. The Company records liabilities related to uncertain tax positions and believes that it has provided adequate reserves for income tax uncertainties in all open tax years. In July 2025, Congress passed and the President signed into law H.R. 1, the One Big Beautiful Bill Act (the "Tax Act"), which addresses certain business tax provisions enacted as a part of the 2017 Tax Cuts and Jobs Act including restoration of 100% bonus depreciation under Section 168(k) and Section 174 expensing for US-based research. Accounting Standards Codification Topic 740, Income Taxes, (“Topic 740”) requires the tax impacts to be included in the reporting period that includes the date the Tax Act was signed into law. As the Tax Act was enacted in the third quarter of fiscal year 2025, the Company reflected the impacts of the Tax Act in its income tax expense beginning in the third quarter of fiscal year 2025. Due to the Company's full valuation allowance on its net deferred tax assets, these tax law changes did not have a significant effect on the Company's financial position or results of operations. 15. Concentration Risks and Significant Customers Financial instruments that potentially expose the Company to concentration of credit risk consist of cash and cash equivalents, short-term investments, and accounts receivable. Cash and cash equivalents held with financial institutions may exceed federally insured limits, posing potential credit risk. 28 Table of Contents As of September 30, 2025 and December 31, 2024, short-term investments were $ 83.2 million and $ 179.4 million, respectively, and there was no concentration of securities of the same issuer with an aggregate fair value greater than 5% of the total balance, except for U.S. treasury securities, which amounted to $ 72.1 million, or 87 %, at September 30, 2025 and $ 168.9 million, or 94 %, at December 31, 2024, respectively. A significant portion of the Company's payment transactions are settled through one Issuing Bank, Sutton Bank. For the three months ended September 30, 2025 and 2024, 63 % and 69 %, respectively, of Total Processing Volume, which is the total dollar amount of payments processed through the Company’s platform, net of returns and chargebacks, was settled through Sutton Bank. For the nine months ended September 30, 2025 and 2024, 65 % and 72 %, respectively, of Total Processing Volume was settled through Sutton Bank. The Company derives a significant portion of its revenue from one customer. This customer accounted for 44 % and 47 % net revenue for the three months ended September 30, 2025 and 2024, respectively, and 45 % and 48 % for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, two separate customers accounted for 16 % and 12 % of the Company’s accounts receivable balance. As of December 31, 2024, two separate customers accounted for 13 % and 10 % of the Company’s accounts receivable balance. 16. Segment Information The Company's chief operating decision maker (“CODM”) is its Chief Executive Officer and Chief Financial Officer, who regularly reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company provides a single, global, cloud-based, open API platform for modern card issuing and transaction processing, and primarily earns revenue from processing card transactions for its customers. As such, the Company operates as a single operating segment and reporting unit. The CODM assesses performance and decides how to allocate resources based on consolidated net income or loss as the measure of profit and loss and consolidated total assets. The measure of segment assets is reported on the balance sheet as total assets. The CODM uses net income or loss in the annual budgeting process and subsequent monitoring of budget versus actual results as well as in assessing the return on consolidated total assets. 29 Table of Contents The following is the information used by the CODM in assessing segment performance: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net revenue $ 163,306 $ 127,967 $ 452,771 $ 371,205 Cost of revenue 48,749 37,835 135,474 117,559 Gross profit 114,557 90,132 317,297 253,646 Significant expenses: Employee compensation and benefits 59,167 65,311 173,641 195,862 Share based compensation 25,704 35,653 78,689 103,258 Technology 16,942 16,317 47,855 44,204 Professional services 5,518 4,759 15,432 13,437 Occupancy 1,058 1,178 2,818 3,476 Depreciation and amortization 7,019 4,448 19,003 11,941 Marketing and advertising 895 582 2,075 1,688 Other operating expenses 8,624 4,115 15,920 11,438 Executive Chairman Long-Term Performance Award — — — ( 144,617 ) (Loss) income from operations ( 10,370 ) ( 42,231 ) ( 38,136 ) 12,959 Interest income 7,707 13,518 26,564 42,020 Other income (expense) ( 463 ) 185 ( 20 ) ( 175 ) Income tax expense 498 115 939 399 Segment and consolidated net (loss) income 1 $ ( 3,624 ) $ ( 28,643 ) $ ( 12,531 ) $ 54,405 1 The Company operates as a single reportable segment that is managed on a consolidated basis, therefore the Company’s segment net (loss) income is the same as the Company’s consolidated net (loss) income. Net revenue outside of the United States, based on the billing address of the customer, was 14 % and 10 %, for the three months ended September 30, 2025 and 2024, respectively, and was 13 % and 9 %, for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, tangible long lived assets outside of the US were not material and not used by the CODM in assessing and evaluating financial performance and allocating resources. 30 Table of Contents