Item 1. Legal Proceedings
Item 1. Legal Proceedings
From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of business. We are 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 us, our former Chief Executive Officer, and our Chief Financial Officer (“Defendants”) alleging violations of federal securities laws. The lawsuit asserted that Defendants made false or misleading statements relating to our 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 our 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. We 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, 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 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.
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.
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