What changed in this filing

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Item 1. Business

2026-02-24 compared with 2025-02-26 · 53 added, 60 removed, 251 unchanged (31% of the section changed)

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Marqeta’s modern platform enables customers to build and rapidly scale their card programs with extensive control and configurability, and with high standards of reliability and security.

Our platform is designed to reduce complexity for customers, enabling a full spectrum of consumer and commercial card issuing and transaction processing services in a single solution.

Our platform is designed to be flexible and configurable to enable our customers’ innovations by providing a full spectrum of consumer and commercial card issuing and transaction processing services in a single solution.

We overlay robust program management expertise to help our customers design a customer-centric card program without requiring expertise in all of the nuances of managing a program themselves.

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For example, a retail company could use Marqeta to create a debit program to offer wage solutions to its hourly workers, a consumer credit program to its most loyal shoppers, and a commercial credit program to key suppliers to meet its working capital needs.

These programs can all exist on Marqeta’s single, global, modern platform.

Marqeta is certified to operate in more than 40 countries worldwide, and these programs can all exist on Marqeta’s single, global, modern platform.

Our platform has a number of key attributes, including:

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

Our customers can issue debit, prepaid, and credit cards, including instant provision of a tokenized card to a digital wallet.

Our Offerings

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

Marqeta provides the following offerings based on a customer’s desired level of control and responsibility:

• Processing:

Marqeta provides all of its customers with issuer processor services as our core offering.

Payment processing provides customers with access to the Marqeta dashboard via our APIs and webhooks, our JIT Funding feature, and assists with certain configuration elements that enable customers to use the platform independently.

• Bank and Network Management:

Marqeta provides a service option to connect customers to an Issuing Bank partner to act as the BIN sponsor for the customer’s card program, define and manage a number of the primary tasks related to launching a card program, and can provide a full range of services including configuring many of the critical resources required by a customer’s production environment and managing the applicable regulations and the Issuing Bank.

In addition, Marqeta provides another service offering to manage compliance with applicable Card Network rules.

• Program Management:

Marqeta provides additional program management services that are required as part of a card program, including chargebacks and dispute resolution, reconciliation, and card fulfillment.

• Value Added Services:

Marqeta provides value added services that provide a more seamless experience for our customers, which include tokenization, real-time decisioning and fraud management, digital banking, and other customer experience services.

Our customers can issue debit, prepaid, and credit cards, and participating customers can take advantage of our flexible credential certifications.

Flexible credentials allow a single hybrid card product to toggle between payment methods, putting the power of choice in the hands of the consumer.

We achieved certification with Visa Flexible Credential in May 2024, and can enable cardholders of participating customers to easily set parameters or choose whether they use debit, credit, Buy Now, Pay Later, or even pay using rewards points.

Customers can link card products to a primary bank account for their users to fund and spend from.

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Customers can create customized consumer and commercial credit programs with innovative rewards structures, leveraging pre-integrated partners for underwriting, mobile app design, and customer service.

Our platform supports secured and unsecured, as well as revolving credit programs.

Customers can instantly issue one-time or multi-use branded payment cards that are ready to use immediately and enable faster funds disbursement with easier tracking of funds by unique virtual card numbers.

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Physical cards can be magstripe, EMV-chip, and/or tap-to-pay enabled.

Tokenization & Digital Wallets :

Customers can instantly issue branded payment cards that are ready to use immediately in app or in mobile wallets, which provides for continuity if the physical cards are lost or stolen.

Marqeta enables our customers to deliver innovative card experiences with enhanced control over transaction processing through dynamic spend controls and real-time decisioning via our JIT Funding feature.

Dynamic Spend Control :

Dynamic spend controls create unique card experiences while reducing customer exposure to risk by limiting where users can transact and configuring exact spend limits.

Customers can tailor cards with flexibility in where, when, and how much the card can be used.

Customers can also check real-time data and events to dynamically change the card experience as needed.

JIT Funding :

Marqeta’s JIT Funding feature enables customer cards to maintain 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.

Digital Banking

Marqeta for Banking provides our customers with access to a suite of bank account and money movement features offered through our 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.

Banking & Money Movement

Marqeta for Banking provides our customers with access to a suite of bank account and money movement features offered through our Issuing Bank partners, including savings accounts, demand deposit accounts, direct deposit with early pay, ACH, cash loads, and fee-free ATMs, bill pay, and instant funding capabilities.

These services enable customers to drive additional engagement and spend by making it easy for their users to fund accounts and manage money.

With Marqeta’s RiskControl product, certain risk and compliance concerns are mitigated while reducing friction across the cardholder lifecycle.

Real-Time Decisioning :

Customers can mitigate fraud using Marqeta’s Real-Time Decisioning solution, which provides fine-tuned control over card transactions.

Customer Identification Program :

Customers can verify the identity of cardholder applicants.

Customers can authenticate cardholders and authorize online transactions.

Disputes Management :

Customers can manage disputes and chargebacks at scale with streamlined disputes management, including risk management services to handle disputes on their behalf.

The Marqeta Dashboard is a comprehensive self-service portal that empowers our customers to access and manage all aspects of their card program, including card configuration, servicing cardholders, tracking data and insights, managing disputes, and accessing RiskControl capabilities.

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For our credit customers, they can select a fully bank-approved UI template that's purpose-built for managing a credit card.

In 2024, we introduced the UX Toolkit, which allows customers to create branded front-end experiences using a comprehensive set of pre-built UI components optimized for Marqeta's APIs.

The UX Toolkit allows customers to create branded front-end experiences using a comprehensive set of pre-built UI components optimized for Marqeta's APIs.

It enables customers to build Marqeta-powered debit and credit programs with fewer development resources.

Our White Label App is a mobile / multi-channel application of the UX Toolkit that allows mobile-first customers to create a custom co-branded cardholder experience on iOS and Android.

The white label app is intended to reduce time-to-launch and unlock opportunities for larger volume prospects.

Credit Capabilities

With Marqeta’s credit products, our customers have the tools to design, launch, and scale, and can work directly with us rather than managing several different providers.

With Marqeta’s credit products, our customers have the tools to bring innovative credit solutions to market.

From program set up to program launch, our customers can work directly with us rather than managing several different providers.

Customers can customize the user experience and embed the card within their brands.

Our ability to offer configurable and flexible solutions enables our customers to build highly differentiated programs with truly personalized rewards and spend controls.

Our program management and servicing solutions enables our customers to focus on building highly differentiated programs with truly personalized rewards and spend controls.

Innovative Rewards Structures :

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Our comprehensive platform allows for automated decisioning using a variety of data sources and custom logic.

Through our acquisition of Transact Payments Limited (collectively, with its affiliates, “TransactPay”), we have strengthened our program management capabilities in Europe.

Through TransactPay’s e-money institution (“EMI”) licenses and direct regulation sponsorship, we provide BIN sponsorship and card issuance in the UK, Gibraltar, and the EEA.

With the combined capabilities of Marqeta and TransactPay, customers can take advantage of card program management features in the UK, Gibraltar, and the EEA, in addition to processing, while avoiding the added complexity associated with engaging multiple partners.

We provide customers in Europe greater control of the offering and support the delivery of a comparable solution in Europe to that in the U.S.

Portfolio Migration

In 2024, we launched Portfolio Migration, a new service that simplifies upgrading existing card programs onto our platform, reducing complexity and minimizing disruption during the transition.

Portfolio Migration simplifies upgrading existing card programs onto our platform, reducing complexity and minimizing disruption during the transition.

This capability includes two main components:

an automated migration tool that transforms and aligns card program data from the previous system to Marqeta's platform, as well as operational processes to ensure a smooth transition.

In 2024, we announced Marqeta Flex, a new solution that we believe will transform how buy now, pay later (“BNPL”) payment options can be delivered inside payment apps and wallets, by surfacing them when needed within the payment flow.

Marqeta Flex is being developed with a few of our customers, and we expect to release it in 2025.

With Marqeta Flex, we plan to expand BNPL distribution even further by giving consumers access to personalized BNPL options inside of their payment apps of choice.

The intended benefits of Marqeta Flex for consumers, BNPL providers, and issuers include:

With Marqeta Flex, consumers will be guided to the BNPL options that can meet their needs, with access to personalized BNPL options inside of the payment apps they use most often.

We believe Marqeta Hub (previously named Marqeta Flex) transforms how buy now, pay later (“BNPL”) payment options can be delivered inside payment apps and wallets by surfacing them when needed within the payment flow.

Marqeta Hub expands BNPL distribution even further by giving consumers access to personalized BNPL options inside of their payment apps of choice.

The benefits of Marqeta Hub for consumers, BNPL providers, and issuers include:

With Marqeta Hub, consumers are guided to the BNPL options that can meet their needs, with access to personalized BNPL options inside of the payment apps they use most often.

BNPL Providers :

Marqeta Flex is expected to expand BNPL distribution, enabling BNPL providers to benefit from greater access to consumers and higher transaction volumes.

Marqeta Hub expands BNPL distribution, enabling BNPL providers to benefit from greater access to consumers and higher transaction volumes.

Card Issuers :

We believe Marqeta Flex will be a powerful solution for digital wallets and card issuers, allowing them to drive payment volume by incorporating multiple BNPL offerings into the transaction experience that can be customized to user preferences.

A single integration with Marqeta Flex is intended to provide them access to a variety of global BNPL providers, and is expected to increase the speed at which they can build and launch card solutions that offer flexible payment methods, including custom and user-friendly BNPL loan options.

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

Marqeta provides all of its customers with issuer processor services, and for most of its customers it also acts as a card program manager.

Depending on a customer’s desired level of control and responsibility, Marqeta can work with companies in a range of different configurations, but generally provide the following offerings:

Managed By Marqeta :

With Managed By Marqeta (“MxM”), Marqeta typically connects customers to an Issuing Bank to act as the Bank Identification Number (“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 the customer access to the Marqeta dashboard via our APIs, Marqeta also manages a number of the primary tasks related to launching a card program, such as defining and managing the program with the Card Networks and Issuing Bank, operating the program and managing certain profitability components, and managing compliance with applicable regulations, the Issuing Bank, and Card Network rules.

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

With Powered By Marqeta (“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.

Generally, 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, the 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 card program to create a custom solution.

Many customers adopt some combination of the MxM managed services even when not adopting the full MxM offering.

Marqeta Hub is a powerful solution for digital wallets and card issuers, allowing them to drive payment volume by incorporating multiple BNPL offerings into the transaction experience that can be customized to user preferences.

A single integration with Marqeta Hub provides them access to a variety of global BNPL providers, and is expected to increase the speed at which they can build and launch card solutions that offer flexible payment methods, including custom and user-friendly BNPL loan options.

Our Customers

Marqeta serves customers in multiple industry verticals including financial services, on-demand services, BNPL, expense management, and e-commerce enablement.

Marqeta serves customers in multiple industry verticals including financial services, on-demand services, lending, including BNPL, expense management, and e-commerce enablement.

We see embedded finance as a significant contributor to our next wave of growth.

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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 for purposes of financial reporting in this Annual Report on Form 10-K and other filings we make with the SEC.

however, we aggregate Afterpay as part of our Block business for purposes of financial reporting in this Annual Report on Form 10-K and other filings we make with the SEC.

We executed contract amendments on August 4, 2023 (the “August 2023 Block Amendment”) and November 3, 2023 (the “November 2023 Block Amendment,” and, together with the August 2023 Block Amendment, the “2023 Block Amendments”) to the Block Agreement.

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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.

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.

Block has achieved their warrant milestones and 1,100,000 shares have vested but remain unexercised as of December 31, 2024.

Our Relationships with Issuing Banks and Card Networks

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These fees are reflected in our costs of revenue.

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

Certain customers engage us for a combination of our MxM and PxM services based on their unique needs.

When we do not manage the customer’s relationships with the Issuing Banks or Card Networks, the customer is responsible for managing compliance with, among other things, the Issuing Bank’s requirements and Card Network rules.

Our customers engage us for a combination of services based on their unique needs.

The involvement of our Issuing Banks and the Card Networks in these types of programs will depend on each program’s design.

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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.

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

In 2020, we entered into a strategic relationship agreement with Mastercard.

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We are subject, directly, or indirectly through our relationships with our Issuing Banks, customers, or Card Networks, to a number of laws and regulations.

The regulatory environment in which we operate is rapidly evolving, and some of the most significant government regulations in the U.S.

that impact our business are discussed below.

The regulatory environment in which we operate is rapidly evolving, and some of the most significant government regulations that impact our business are discussed below.

For more information on the risks relating to our regulatory environment, see the section titled “Risk Factors—Risks Relating to Regulation.”

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Anti-Money Laundering and Sanctions Compliance

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

federal or state law, we are subject to certain AML laws and regulations in various jurisdictions.

In the United States, the Currency and Foreign Transactions Reporting Act, known as the Bank Secrecy Act (the “BSA”) and amended by the USA PATRIOT Act of 2001, contains a variety of provisions aimed at fighting terrorism and money laundering.

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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.

Although we are not a BSA regulated entity subject to anti-money laundering (“AML”) registration requirements under U.S.

federal or state law, or licensure requirements as a money transmitter (or its equivalent) under state law, we are subject to certain AML laws and regulations, such as sanctions and anti-bribery, in various jurisdictions.

Due to our relationships with Issuing Banks that are directly subject to the BSA, 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 design our AML program to meet the requirements of our Issuing Banks.

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Further, certain of our customers are financial institutions or non-bank regulated entities and, as a result, we may be indirectly subject to examination and obligated to assist those customers in complying with certain regulations to which they are subject or with responses to audits of such customers.

Additionally, our subsidiary, Marqeta Services LLC, has obtained a number of state-level licenses in the United States for servicing, collections, and brokering activities, and is subject to direct supervision and regulatory obligations under applicable state laws.

International Regulation

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For instance, we are subject to processing fee and transaction fee regulation where our cards are used and may in the future be subject to Interchange Fee regulations in other countries where our cards are used.

Additionally, following our acquisition of TransactPay, we are also directly licensed as an e-money institution in the UK, Gibraltar, and the EEA, with authorizations from the Gibraltar Financial Services Commission and Malta Financial Services Authority.

This subjects us to direct supervision and regulatory obligations under applicable European payment services and e-money laws.

In addition, the Bank of Canada now supervises our subsidiary, Marqeta Payments LLC, as a registered payment service provider under Canada's Retail Payment Activities Act.

Privacy and Data Protection

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as a Delaware corporation.

We completed our initial public offering (“IPO”) in June 2021 and our Class A common stock is listed on the Nasdaq Global Select Market (“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 (510) 671-5437.

Our Class A common stock is listed on the Nasdaq Global Select Market (“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 (510) 671-5437.

Available Information

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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