What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-24 compared with 2025-02-26 · 570 added, 383 removed, 859 unchanged (53% of the section changed)

5 unchanged sentences

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income ( Loss )

Consolidated Statements of Operations and Comprehensive (loss) Income

Consolidated Statements of Stockholders’ Equity

5 unchanged sentences

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheet of Marqeta, Inc.

and subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements).

We have audited the accompanying consolidated balance sheets of Marqeta, Inc.

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive (loss) income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with U.S.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company acquired Transact Payments Limited (collectively, with their affiliates "TransactPay”) during 2025, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, approximately 25% of the Company’s consolidated total assets and 1% of consolidated net revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2025.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of TransactPay.

Basis for Opinions

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Revenue share payments are incentives to customers to increase their processing volume on the Company’s platform and is computed as a percentage of the interchange fees earned or processing volume and is paid to customers monthly.

Revenue share is recorded as a reduction to net revenue in the consolidated statements of operations and comprehensive income (loss).

Revenue share is recorded as a reduction to net revenue in the consolidated statements of operations and comprehensive (loss) income.

We identified the evaluation of revenue share amounts as a critical audit matter.

11 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Marqeta, Inc.

(the Company) as of December 31, 2023, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023 in conformity with U.S.

We have audited the consolidated statement of operations and comprehensive (loss) income, stockholders’ equity and cash flows of Marqeta, Inc.

(the Company) for the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2023 in conformity with U.S.

generally accepted accounting principles.

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federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young LLP

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Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(in thousands, except per share amounts)

As of December 31,

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Revenue share payable 224,526 193,399

Funds payable and amounts due to customers 306,891 —

Accrued expenses and other current liabilities 215,793 177,059

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Commitments and contingencies (Note 10)

Stockholders’ equity:

Preferred stock, $ 0.0001 par value;

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Additional paid-in capital 1,572,238 1,883,190

Accumulated other comprehensive (loss) income

Accumulated other comprehensive income (loss)

1,509 ( 314 )

Accumulated deficit ( 811,833 ) ( 797,908 )

3 unchanged sentences

Marqeta, Inc.

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Operations and Comprehensive (Loss) Income

(in thousands, except share and per share amounts)

18 unchanged sentences

33,101 52,546 52,440

Income (loss) before income tax expense

(Loss) income before income tax expense (benefit)

( 13,329 ) 28,080 ( 230,575 )

1 unchanged sentence

596 793 ( 7,613 )

Net income (loss)

Net (loss) income

$ ( 13,925 ) $ 27,287 $ ( 222,962 )

Net income (loss) attributable to common stockholders

Net (loss) income attributable to common stockholders

$ ( 13,925 ) $ 27,287 $ ( 222,962 )

Other comprehensive (loss) income, net of taxes:

Other comprehensive income (loss), net of taxes:

Change in foreign currency translation adjustment $ 2,066 $ ( 468 ) $ ( 40 )

1 unchanged sentence

( 243 ) ( 608 ) 8,039

Net other comprehensive (loss) income

Net other comprehensive income (loss)

1,823 ( 1,076 ) 7,999

Comprehensive income (loss)

Comprehensive (loss) income

$ ( 12,102 ) $ 26,211 $ ( 214,963 )

Net income (loss) per share attributable to Class A and Class B common stockholders

Net (loss) income per share attributable to Class A and Class B common stockholders

$ ( 0.03 ) $ 0.05 $ ( 0.42 )

Weighted-average shares used in computing net income (loss) per share attributable to Class A and Class B common stockholders

Weighted-average shares used in computing net (loss) income per share attributable to Class A and Class B common stockholders

462,168 511,065 532,540

18 unchanged sentences

Executive chairman long-term performance award — — 53,214 — — 53,214

Repurchase and retirement of common stock ( 11,657 ) ( 1 ) ( 79,200 ) — — ( 79,201 )

Repurchase and retirement of common stock, including excise tax ( 34,511 ) ( 3 ) ( 190,345 ) — — ( 190,348 )

Change in accumulated other comprehensive income (loss) — — — 7,999 — 7,999

2 unchanged sentences

Issuance of common stock upon exercise of options 185 — 203 — — 203

Repurchase of early exercised stock options ( 3 ) — — — — —

Issuance of common stock under employee stock purchase plan 656 — 2,715 — — 2,715

5 unchanged sentences

Change in accumulated other comprehensive income (loss) — — — ( 1,076 ) — ( 1,076 )

Net loss — — — — ( 222,962 ) ( 222,962 )

Net income — — — — 27,287 27,287

Balance as of December 31, 2024 504,296 $ 50 $ 1,883,190 $ ( 314 ) $ ( 797,908 ) $ 1,085,018

2 unchanged sentences

Issuance of common stock upon net settlement of restricted stock units 11,544 1 ( 36,974 ) — — ( 36,973 )

Issuance of common stock upon exercise of common stock warrants 135 — — — — —

Vesting of common stock warrants — — 252 — — 252

Share-based compensation expense — — 115,964 — — 115,964

Executive chairman long-term performance award — — ( 144,617 ) — — ( 144,617 )

Repurchase and retirement of common stock, including excise tax ( 84,793 ) ( 8 ) ( 393,958 ) — — ( 393,966 )

Change in accumulated other comprehensive income (loss) — — — $ 1,823 — 1,823

Net income — — — — 27,287 27,287

Net loss — — — — ( 13,925 ) ( 13,925 )

Balance as of December 31, 2025 432,256 $ 43 $ 1,572,238 $ 1,509 $ ( 811,833 ) $ 761,957

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Cash flows from operating activities:

Net Income (loss)

Net (loss) income

$ ( 13,925 ) $ 27,287 $ ( 222,962 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 17,460 10,741 3,853

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Share-based compensation expense 104,788 136,562 127,525

Executive chairman long-term performance award

( 144,617 ) 53,214 53,214

Depreciation and amortization 27,163 17,460 10,741

Non-cash operating leases expense 2,266 1,756 2,527

Non-cash postcombination compensation expense — 32,430 —

Amortization of premium on short-term investments

( 755 ) ( 3,232 ) ( 4,495 )

Gain on sale of equity method investment — — ( 17,889 )

Impairment of other financial instruments — — 11,616

Executive chairman long-term performance award

— ( 144,617 ) 53,214

Non-cash postcombination compensation expense — — 32,430

Other 558 1,669 736

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Operating lease liabilities ( 4,155 ) ( 3,241 ) ( 3,394 )

Net cash provided by (used in) operating activities

Net cash provided by operating activities

162,623 58,170 21,104

Cash flows from investing activities:

Purchases of property and equipment ( 2,418 ) ( 762 ) ( 2,319 )

Capitalization of internal-use software

Restricted cash acquired in business combination

Maturities of short-term investments

120,885 92,000 501,534

Business combination, net of cash acquired

Cash paid for business acquisition, net of cash acquired

( 45,663 ) — ( 135,777 )

Purchase of patents — — ( 1,600 )

Capitalization of internal-use software

( 28,425 ) ( 18,794 ) ( 11,889 )

Purchases of short-term investments

( 3,501 ) — ( 892,430 )

Purchases of property and equipment ( 1,835 ) ( 2,418 ) ( 762 )

Sales of short-term investments

Maturities of short-term investments

92,000 501,534 77,400

Realized gain (loss) on investments

Sale of equity method investment — — 25,732

Realized loss on investments

Net cash provided by investing activities

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Cash flows from financing activities:

Repurchase of common stock ( 391,366 ) ( 154,425 ) ( 190,420 )

Taxes paid related to net share settlement of restricted stock units ( 36,973 ) ( 35,407 ) ( 26,662 )

Change in funds payable and amounts due to customers

Proceeds from shares issued in connection with employee stock purchase plan 2,101 2,715 3,066

Proceeds from exercise of stock options, including early exercised stock options, net of repurchase of early exercised unvested options 1,663 203 5,289

Payment on acquisition-related contingent consideration

Payment of acquisition-related contingent consideration

— — ( 53,067 )

Proceeds from shares issued in connection with employee stock purchase plan 2,715 3,066 4,762

Taxes paid related to net share settlement of restricted stock units ( 35,407 ) ( 26,662 ) ( 15,362 )

Repurchase of common stock ( 154,425 ) ( 190,420 ) ( 78,136 )

Net cash used in financing activities

( 347,319 ) ( 186,914 ) ( 261,794 )

Decrease in cash, cash equivalents, and restricted cash

Increase (decrease) in cash, cash equivalents, and restricted cash

86,415 ( 57,956 ) ( 202,174 )

10 unchanged sentences

Restricted cash 307,593 8,500 8,500

Restricted cash, included in Other assets

Total cash, cash equivalents, and restricted cash $ 1,017,931 $ 931,516 $ 989,472

2 unchanged sentences

$ 4,995 $ 4,581 $ 4,239

Cash paid for interest $ — $ — $ —

Cash paid for income taxes $ 595 $ 396 $ 430

Supplemental disclosures of non-cash investing and financing activities:

Purchase of property and equipment accrued and not yet paid $ 2,129 $ 113 $ 563

Share-based compensation capitalized to internal-use software $ 11,176 $ 7,059 $ 4,492

Contingent and holdback considerations, not yet paid

$ 6,030 $ — $ —

Operating lease right-of-use assets in exchange for lease liabilities

$ 5,345 $ 577 $ —

Repurchase of common stock, including excise tax, accrued and not yet paid

$ 3,506 $ 906 $ 991

Vesting of early exercised stock options $ — $ — $ 298

Purchase of property and equipment accrued and not yet paid $ 1,192 $ 2,129 $ 113

See accompanying notes to Consolidated Financial Statements.

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All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Prior period amounts related to our Executive Chairman Long-Term Performance Award have been reclassified to conform to the current period presentation.

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 reserve for contract contingencies and processing errors, and valuation of income taxes.

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, and valuation of income taxes.

Actual results could differ materially from these estimates.

Business Risks and Uncertainties

The Company has incurred net losses except for the year ended December 31, 2024.

For the year ended December 31, 2024, the Company had net income of $ 27.3 million, which was primarily due to the forfeiture of the Executive Chairman Long-Term Incentive Award, and had an accumulated deficit of $ 797.9 million as of December 31, 2024.

The Company expects losses from operations to continue 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 has incurred net losses except for the year ended December 31, 2024, during which it reported net income of $ 27.3 million, which was primarily due to the forfeiture of the Executive Chairman Long-Term Incentive Award.

For the year ended December 31, 2025, the Company incurred a net loss of $ 13.9 million, resulting in an accumulated deficit of $ 811.8 million as of December 31, 2025.

The Company believes that its cash and cash equivalents of $ 709.4 million and short-term investments of $ 62.5 million as of December 31, 2025 are sufficient to fund its operations through at least the next twelve months from the issuance of these financial statements.

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These estimates are inherently uncertain and subject to refinement.

During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Consolidated Statements of Operations and Comprehensive Income (Loss).

Acquisition-related expenses and postcombination integration and employee

Based on information not available at the acquisition date but received during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed with the corresponding offset to goodwill.

Acquisition-related expenses and postcombination integration and employee compensation costs are recognized separately from the business combination and are expensed as incurred.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash deposits with certain financial institutions and highly liquid investments.

The Company considers all highly liquid investments and investments with original maturities of three months or less from the date of purchase to be cash equivalents.

Marqeta, Inc.

1 unchanged sentence

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

compensation costs are recognized separately from the business combination and are expensed as incurred.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of bank deposit accounts and investments in money market funds and certain U.S.

treasury bills.

The Company considers all highly liquid investments and investments with original maturities of three months or less from the date of purchase to be cash equivalents.

Restricted Cash

Restricted cash consists of deposits with Issuing Banks to provide the Issuing Bank collateral in the event that customers’ funds are not deposited at the Issuing Banks in time to settle customers’ transactions with the Card Networks.

Restricted cash also includes cash used to secure a letter of credit for the Company’s office lease in Oakland, California.

Issuing Banks are financial institutions that issue payment cards (credit, debit, or prepaid) either on their own behalf or on behalf of a business.

Card Networks are networks that provide the infrastructure for settlement and card payment information flows.

As of December 31, 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 are 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 Consolidated Balance Sheet.

Corresponding obligations to the TransactPay customers are recognized as funds payable and amounts due to customers within current liabilities on the Consolidated Balance Sheet, reflecting the Company's custodial role.

The restricted cash acquired in the TransactPay acquisition is reflected as an investing inflow in the 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 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 $ 7.0 million of cash held at Issuing Banks from restricted cash to cash and cash equivalents during the year ended December 31, 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 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 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.

Short-term Investments

The Company's short-term investments include U.S.

The Company's short-term investments can include U.S.

treasury securities, U.S.

agency securities, asset-backed securities, and corporate debt securities.

The Company's short-term investments are classified as available-for-sale and are recorded within current assets in the Consolidated Balance Sheets as the Company may sell these securities at any time for use in its operations, even prior to maturity.

agency securities, commercial paper, asset-backed securities, certificates of deposits, and corporate debt securities.

The Company's short-term investments are classified as available-for-sale securities.

Although certain of these securities have stated maturities beyond one year, the Company classifies all available-for-sale

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

investments within current assets in the Consolidated Balance Sheets.

This classification reflects the Company’s ability and intent to sell these securities as needed to support ongoing operations, even prior to their contractual maturities.

The Company carries these short-term investments at fair value and periodically evaluates them for unrealized losses.

For securities in an unrealized loss position that the Company intends to hold and believes it is more likely than not that the securities will not be required to sell before recovery, the Company further evaluates whether declines in fair value below amortized cost are due to credit or non-credit related factors.

For securities in an unrealized loss position that the Company intends to hold and believes it is more likely than not that the securities will not be required to be sold before recovery, the Company further evaluates whether declines in fair value below amortized cost are due to credit or non-credit related factors.

In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors.

The Company considers credit related impairments to be changes in value that are driven by a change in the creditor’s ability to meet its payment obligations, and records an allowance on the Consolidated Balance Sheets with a corresponding loss in Other income, net in the Consolidated Statements of Operations and Comprehensive Income (Loss) when the impairment is incurred.

The Company considers credit related impairments to be changes in value that are driven by a change in the creditor’s ability to meet its payment obligations, and records an allowance in the Consolidated Balance Sheets with a corresponding loss in Other income, net in the Consolidated Statements of Operations and Comprehensive (Loss) Income when the impairment is incurred.

Unrealized non-credit related losses and unrealized gains are recorded as a separate component in Accumulated other comprehensive income (loss), a component of stockholders’ equity, until realized.

The Company records any realized gains or losses on the sale of short-term investments in Other income, net in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company records any realized gains or losses on the sale of short-term investments in Other income, net in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Accounts Receivable

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Settlements receivable represent Interchange Fees earned on customers’ card transactions, net of pass through Card Network fees, that are due from Issuing Banks.

Interchange Fees are typically received

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

within one or two business days of the transaction date.

Interchange Fees are typically received within one or two business days of the transaction date.

The Company has not experienced any historical collection issues with the Issuing Banks, and as such, no allowance has been established.

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The Company begins to recognize rent expense when the lessor makes the underlying asset available to the Company.

For short-term leases, the Company records rent expense in the Consolidated Statements of Operations and Comprehensive Income (Loss) on a straight-line basis over the lease term and records variable lease payments as incurred.

For short-term leases, the Company records rent expense in the Consolidated Statements of Operations and Comprehensive (Loss) Income on a straight-line basis over the lease term and records variable lease payments as incurred.

The Company has no finance leases.

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

Property and Equipment

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Costs related to planning and other preliminary project activities and post-implementation activities are expensed as incurred.

The depreciation and amortization of property and equipment is recorded within Depreciation and amortization expense on the Consolidated Statements of Operations and Comprehensive Income (Loss).

The depreciation and amortization of property and equipment is recorded within Depreciation and amortization expense in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

The excess purchase price over the fair value of identifiable net assets acquired is recorded as goodwill.

1 unchanged sentence

Intangible Assets

Intangible assets with finite lives are carried at acquisition cost less accumulated amortization and are amortized over their estimated useful lives on a straight-line basis.

The amortization of these assets is recorded within Depreciation and amortization expense on the Consolidated Statements of Operations and Comprehensive (Income) Loss.

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

Intangible assets are carried at cost less accumulated amortization and impairment losses, if any.

Intangible assets with finite useful lives are amortized over their estimated useful lives on a straight-line basis.

The amortization of these assets is recorded within Depreciation and amortization expense on the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Intangible assets with indefinite useful lives, consisting primarily of acquired electronic money institution (“EMI”) licenses, are not amortized, but are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

The Company reviews the valuation of long-lived assets, including property and equipment and finite and indefinite-lived intangible assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

An asset is considered impaired if its carrying amount exceeds the future undiscounted cash flow the asset is expected to generate.

Impairment testing for goodwill is performed annually in the fourth quarter or more frequently whenever events or changes in circumstances indicate its carrying value may not be recoverable.

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The Company also has the option to bypass the qualitative assessment and perform the quantitative assessment.

The Company reviews the valuation of long-lived assets, including property and equipment and finite-lived intangible assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

An asset is considered impaired if its carrying amount exceeds the future undiscounted cash flow the asset is expected to generate.

Based on management's assessment, the Company did not recognize any material impairment losses on its goodwill or finite-lived intangible assets during the periods presented herein.

See Note 9 for discussion of the Company’s operating lease impairment.

Equity Investments and Purchase Options

The Company applies the equity method of accounting for investments in other entities when the Company exercises significant influence, but no control.

Under the equity method, the Company records its share of each entity’s profit or loss in Other income, net in the Consolidated Statements of Operations and Comprehensive Income (Loss) on a one quarter lag when the most recent financial information of the investee becomes available.

The Company periodically reviews investments accounted for under the equity method for impairment.

Investments in other entities not accounted for under the equity method of accounting, including options to purchase these entities, are accounted for at cost less impairment, if applicable.

Additionally, the value of these investments may be adjusted to fair value resulting from observable transactions for identical or similar investments.

In 2021, the Company acquired a preferred equity interest in a private company that is accounted for under the equity method of accounting.

Concurrent with this investment, the Company also acquired an option that gave the Company the right, but not the obligation, to purchase all of the remaining equity interests of the private company.

As of December 31, 2021, the option was reflected within prepaid expenses and other current assets in the consolidated balance sheets.

The Company applied the measurement alternative to measure the option at cost, less any impairment.

During the year ended December 31, 2022, the Company recorded an impairment of $ 11.6 million within Other income, net on the Consolidated Statement of Operations and Comprehensive Income (Loss) related to the option based on the Company’s decision not to exercise the option.

During the year ended December 31, 2022, the Company sold its equity method investment in a private company.

The carrying amount of this investment was $ 7.8 million as of the date of sale and the purchase price was $ 25.7 million.

As a result, the Company recorded a gain of $ 17.9 million in the year ended December 31, 2022 in Other income, net on the Consolidated Statement of Operations and Comprehensive Income (Loss).

Revenue Recognition

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

Contracts with customers are evaluated on a contract-by-contract basis as contracts may include the transfer of multiple services.

The Company’s contracts with customers typically include multiple

Based on management's assessment, the Company did not recognize any material impairment losses on its goodwill or finite and indefinite-lived intangible assets during the periods presented herein.

See Note 9 for discussion of the Company’s operating lease impairment recorded during the year ended December 31, 2024.

Marqeta, Inc.

1 unchanged sentence

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

performance obligations:

1) providing access to the Company's payment processing platform, 2) providing managed services, or 3) providing card fulfillment services .

Revenue Recognition

Contracts with customers are evaluated on a contract-by-contract basis as contracts may include the transfer of multiple services.

The Company’s contracts with customers typically include multiple performance obligations:

1) providing access to the Company's payment processing platform, 2) providing program management or value added services, or 3) providing card fulfillment services .

The Company accounts for individual services as a separate performance obligation if they are distinct because the service is separately identifiable from other items in the arrangement and a customer can benefit from the good or service on its own or with other resources that are readily available to the customer.

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This obligation includes authorizing, settling, clearing, and reconciling all transactions.

Additionally, for certain customer arrangements, the performance obligations also include managing the interactions with Card Networks and/or the Issuing Banks on behalf of its customers or other managed services, including dispute management, fraud scoring, and cardholder support services.

Additionally, for certain customer arrangements, the performance obligations also include managing the interactions with Card Networks and/or the Issuing Banks on behalf of its customers, or other value added services, including dispute management, fraud scoring, and cardholder support services.

The Company’s platform services revenue is derived from Interchange Fees generated by customer card transactions.

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The Company is considered the principal in customer arrangements where the Company controls the services performed by the Issuing Banks and Card Networks before delivery of the promised services to its customers, it is primarily responsible for the delivery of the services to customers, and it has discretion in vendor selection.

As such, the Company records fees paid to the Issuing Banks and Card Networks as Costs of Revenue within the Consolidated Statements of Operations and Comprehensive Income (Loss).

In instances where the Company is considered an agent in providing services to the customer, fees for services paid to Issuing Banks and Card Networks, if any, are recorded within Net Revenue such that Net Revenue in the Consolidated Statements of Operations and Comprehensive Income (Loss) reflects the net amount of consideration that the Company retains.

As such, the Company records fees paid to the Issuing Banks and Card Networks as Costs of Revenue within the Consolidated Statements of Operations and Comprehensive (Loss) Income.

In instances where the Company is considered an agent in providing services to the customer, fees for services paid to Issuing Banks and Card Networks, if any, are recorded within Net Revenue such that Net Revenue in the Consolidated Statements of Operations and Comprehensive (Loss) Income reflects the net amount of consideration that the Company retains.

Revenue Share

The Company’s contracts with customers typically include provisions under which the Company shares a portion of the Interchange Fees as consideration payable to its customers, referred to as Revenue Share.

Revenue Share payments are incentives to customers to increase their processing volume on the Company’s platform, and is computed as a percentage of the Interchange Fees earned or processing volume and is paid to customers monthly.

The Company records Revenue Share as a reduction to net revenue in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Revenue Share payments are incentives paid monthly to customers to increase their processing volume on the Company’s platform.

These payments are computed as a percentage of the Interchange Fees earned or processing volume.

The Company records Revenue Share as a reduction to net revenue in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

The Company records the amount due to the customer as Revenue Share payable on the Consolidated Balance Sheets.

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The Company earns revenue from customers through card fulfillment services.

Card fulfillment fees are generally billed to customers upon ordering card inventory and recognized as revenue when the ordered cards are shipped to the customers.

Card fulfillment fees are generally billed to customers upon ordering card inventory and recognized as revenue when the ordered cards are shipped to customers.

The Company offers certain customers the option to purchase physical cards at a discount.

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Contract Assets and Deferred Revenue

Contract assets, reported within Prepaid expenses and other current assets or within Other Assets in the Consolidated Balance Sheets, are primarily from upfront payments provided to certain customers and variable consideration from customer contracts where pricing terms are not consistent throughout the entire term of the contract.

Deferred revenue, reported within Accrued expenses and other current liabilities or Other liabilities in the Consolidated Balance Sheets, arises when customers pay for services in advance of the Company's revenue recognition.

The Company's deferred revenue is primarily due to undelivered card fulfillment services, variable consideration from customer contracts where pricing terms are not consistent throughout the entire term of the contract, and non-refundable upfront setup fees that are billed at contract inception.

Contract assets are reported in Prepaid expenses and other current assets and Other assets in the Consolidated Balance Sheets.

The Company records contract assets primarily due to upfront payments provided to certain customers or variable consideration from customer contracts, where pricing terms are not consistent throughout the entire term of the contract.

Deferred revenue is reported within Accrued expenses and other current liabilities and Other liabilities in the Consolidated Balance Sheets, and arises when customers pay for services in advance of the Company's revenue recognition.

The Company recognizes deferred revenue primarily due to undelivered card fulfillment services, variable consideration from customer contracts where pricing terms are not consistent throughout the entire term of the contract, or non-refundable upfront setup fees are billed at contract inception.

Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options.

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This material right is valued by estimating the discount that will be redeemed by the customer during the optional renewal period.

Costs of Revenue

Costs of revenue consist of Card Network fees, Issuing Bank fees, and card fulfillment costs for customer arrangements where we are the principal in providing services to the customer and excludes depreciation

Marqeta, Inc.

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(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

Reserve for Contract Contingencies and Processing Errors

Customer contracts generally contain service level agreements that can result in performance penalties payable by the Company when contractually required service levels are not met or can result in payments by the Company for processing errors.

As such, the Company records a reserve for estimated performance penalties and processing errors.

When providing for these reserves, the Company considers factors such as its history of incurring performance penalties and processing errors, actual contractual penalty charge rates in customer contracts, and known or estimated processing errors.

These reserves are included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets and the provision for contract contingencies and processing errors is included as a reduction to Net revenue on the Consolidated Statements of Operations and Comprehensive Income (Loss).

Costs of Revenue

Costs of revenue consist of Card Network costs, Issuing Bank costs, and card fulfillment costs for customer arrangements where the Company is the principal in providing services to the customer and excludes depreciation and amortization, which is reported separately within the Consolidated Statements of Operations and Comprehensive Income (Loss).

Card Network costs are mostly equal to a specified percentage of the processing volume or a fixed amount per transaction processed through the respective Card Network.

The Company incurs Card Network costs directly from contractual arrangements with the Card Networks that are passed entirely through Issuing Banks, or directly from the Card Networks.

Issuing Bank costs compensate Issuing Banks for issuing cards to the Company’s customers and sponsoring the Company’s card programs with the Card Networks, and are typically equal to a specified percentage of the processing volume or a fixed amount per transaction, subject to monthly minimum amounts.

and amortization, which is reported separately within the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Card Network fees are equal to a specified percentage of processing volume or a fixed amount per transaction routed through the respective Card Network.

Issuing Bank fees compensate our Issuing Banks for issuing cards to our customers and sponsoring our card programs with the Card Networks and are typically equal to a specified percentage of processing volume or a fixed amount per transaction.

Card fulfillment costs include physical cards, packaging, and other fulfillment costs.

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 volume through, the respective Card Network.

The amount of the incentives is generally determined based on a percentage of the processing volume or the number of transactions routed over the Card Network.

The Company records these incentives as a reduction of Card Network fees in customer arrangements where the Company is the principal.

Generally, as processing volumes increase, the Company earns a higher rate of monetary incentives from these arrangements, subject to attaining certain volume thresholds during an annual measurement period.

For certain incentive arrangements with an annual measurement period, the one-year period may not align with the Company’s fiscal year.

Given the uncertainty in the ultimate annual attainment of network incentives, the Company records network incentives in the period contractual volume thresholds are attained.

As such, unusual fluctuations in Card Network fees can occur in the quarter in which volume thresholds are attained as higher incentive rates are applied to volumes over the entire measurement periods, which can span six or twelve months.

Generally, the Company earns a higher rate of monetary incentives during the first quarter of our fiscal year, as the annual measurement period is closest to completion and higher volume thresholds have been reached.

In the second quarter of the fiscal year, we generally earn the lowest rate of monetary incentives, as the annual measurement period and volume thresholds have reset.

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 year ended December 31, 2025 were $ 1.5 million higher compared to the amount that would have been recognized under the previous policy.

Uncollected incentives are included in Network incentives receivable in the Consolidated Balance Sheets.

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Research and development costs, which consist primarily of salaries, employee benefits, share-based compensation, third-party hosting fees, and software licenses were $ 144.5 million, $ 141.4 million, and $ 148.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Research and development costs are expensed as incurred, and are included in Compensation and benefits and Technology expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Share-based Compensation

The primary types of share-based compensation utilized by the Company are restricted share units (“RSUs”), stock options, performance-based restricted stock units (“PSUs”), and the use of the employee stock purchase plan (“ESPP”).

The Company determines compensation expense associated with RSUs

Marqeta, Inc.

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(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

development costs are expensed as incurred, and are included in Compensation and benefits and Technology expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Share-based Compensation

The Company determines compensation expense associated with RSUs based on the estimated fair value of its common stock on the date of grant.

based on the estimated fair value of its common stock on the date of grant.

The compensation expense associated with stock options is determined based on the estimated grant date fair value using the Black-Scholes option pricing model.

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Restructuring

Restructuring costs stem from employee related severance charges and include both cash and non-cash compensation.

The Company generally recognizes restructuring costs upon communication of the plan to the identified employees or when payments are probable and amounts are estimable, depending on the region an employee works.

Restructuring liabilities are classified in Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

Restructuring costs arise from employee related severance charges and include both cash and non-cash compensation.

The Company generally recognizes restructuring costs when it is committed to a restructuring plan and the related liabilities are probable and can be reasonably estimated, or pursuant to an established plan for ongoing benefit arrangements.

For one-time termination benefits, recognition generally occurs upon communication of the plan details to the affected employees, in accordance with the plan’s specific terms.

Timing of recognition may vary depending on the region in which an employee works and appliable local laws.

Restructuring liabilities are classified in Accrued expenses and other current liabilities in the Consolidated Balance Sheets as these liabilities are generally settled within less than one year of recognition.

The Company accounts for income taxes under the asset and liability method.

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Uncertain tax positions are recognized only when the Company believes it is more likely than not that the tax position will be upheld on examination by the taxing authorities based on the merits of the position.

The Company recognizes interest and penalties, if any, related to uncertain tax positions in Income tax expense (benefit) in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company recognizes interest and penalties, if any, related to uncertain tax positions in Income tax expense (benefit) in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Marqeta, Inc.

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(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

Net Income (Loss) Per Share Attributable to Common Stockholders

The Company presents basic and diluted net income (loss) per share attributable to common stockholders in conformity with the two-class method.

The Company calculates basic net income (loss) per share attributable to common stockholders by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted net income (loss) per share attributable to common stockholders gives effect to all potential shares of common stock, including common stock issuable upon conversion of redeemable convertible preferred stock and redeemable convertible preferred stock warrants, stock options, RSUs, PSUs and common stock warrants to the extent these are dilutive.

Net (Loss) Income Per Share Attributable to Common Stockholders

The Company presents basic and diluted net (loss) income per share attributable to common stockholders in conformity with the two-class method.

The Company calculates basic net (loss) income per share attributable to common stockholders by dividing net (loss) income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted net (loss) income per share attributable to common stockholders gives effect to all potential shares of common stock, including common stock issuable upon conversion of redeemable convertible preferred stock and redeemable convertible preferred stock warrants, stock options, RSUs, PSUs and common stock warrants to the extent these are dilutive.

Loss Contingencies

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In instances where there is limited or no observable market data, fair value measurements for assets and liabilities are based primarily upon the Company’s own estimates, and the measurements reflect information and assumptions that management believes a market participant would use in pricing the asset or liability.

The Company’s financial instruments consist of cash equivalents, short-term investments, accounts receivable, settlements receivable, accounts payable, and accrued liabilities.

The Company’s financial instruments consist of cash equivalents, restricted cash, short-term investments, accounts receivable, settlements receivable, accounts payable, revenue share payable, contingent consideration liability, and accrued liabilities.

Cash equivalents are stated at amortized cost, which approximates fair value at the balance sheet dates, due to the short period of time to maturity.

Short-term investments are carried at fair value.

Accounts receivable, settlements receivable, accounts payable, and accrued liabilities are stated at their carrying value, which approximates fair value due to the short period of time to the expected receipt or payment date.

Short-term investments and contingent consideration liability are carried at fair value.

Accounts receivable, settlements receivable, accounts payable, revenue share payable, and accrued liabilities are stated at their carrying value, which approximates fair value due to the short period of time to the expected receipt or payment date.

Foreign Currency

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dollars using average exchange rates for the period for income statement amounts and using end-of-period exchange rates for assets and liabilities.

There translation adjustments are included in Accumulated other comprehensive income (loss) within the Consolidated Balance Sheets and the Consolidated Statements of Stockholders’ Equity.

Foreign currency transaction gains and losses are included in Other income, net in the Consolidated Statements of Operations and Comprehensive Income (Loss).

There translation adjustments are included in Accumulated other comprehensive income (loss) in the Consolidated Balance Sheets and the Consolidated Statements of Stockholders’ Equity.

Foreign currency transaction gains and losses are included in Other income, net in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Marqeta, Inc.

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Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.” The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses.

The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures.

The amendments do not change how an entity identifies its operating segments, aggregates those operating segments, or applies quantitative thresholds to determine its reportable segments.

The amendment was applied retrospectively to all prior periods presented in the financial statements and was effective for the Company in fiscal 2024, and will be effective for interim periods in fiscal 2025.

The Company adopted the new disclosure requirements in Note 17 “Segments.” While the standard requires additional disclosures related to the Company’s single reportable segment, the standard did not have any impact on the Company’s consolidated financial position, results of operations, or cash flows.

Recent Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update No.

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”), 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).

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 guidance is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted.

The Company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures.

The Company adopted the standard prospectively for the year ended December 31, 2025, resulting in expanded disclosures related to the effective tax rate reconciliation and income taxes paid by jurisdiction in Note 15.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update No.

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The amendments in this ASU are effective for the Company in fiscal 2027 on a retrospective basis, with early adoption permitted.

The Company is currently evaluating the potential impact of this guidance on its disclosures.

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 consolidated financial statements and disclosures.

Disaggregation of Revenue

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Total net revenue $ 624,884 $ 506,995 $ 676,171

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

Contract Balances

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Total deferred revenue $ 14,402 $ 18,372

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

Net revenue recognized during the years ended December 31, 2025 and 2024 that was included in the deferred revenue balances at the beginning of the respective periods was $ 13.2 million and $ 9.0 million, respectively.

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Business Combinations

On December 23, 2024, we entered into an agreement with Neptune International Ltd, an exempted company limited by shares incorporated under the laws of Bermuda, to purchase its TransactPay business for approximately € 45.0 million in cash, and an additional amount up to € 5.0 million for contingent consideration tied to performance-based goals.

TransactPay provides BIN Sponsorship, E-Money Licensing, and Virtual Account services in the UK and Europe.

The transaction is expected to close in the third quarter of 2025 and is subject to the regulatory transfer of the E-Money Institution license and other customary closing conditions.

On July 31, 2025, the Company completed its acquisition of Transact Payments Limited (collectively, with its affiliates “TransactPay”).

TransactPay provides BIN sponsorship, E-money Licensing, and virtual Account services in the UK, Gibraltar, and the EEA.

The Company’s acquisition of TransactPay strengthens its card program management in Europe and bolsters its digital payment capabilities in the UK, Gibraltar, and the EEA, where EMI licenses are required for issuing and managing electronic money.

The preliminary purchase price was denominated in euros and translated into U.S.

dollars using the exchange rate in effect on the acquisition date.

Subsequent changes to the preliminary purchase price and its components reflect cash payments and net working capital adjustments made from the acquisition date through December 31, 2025.

The preliminary purchase price consisted the following:

Cash paid (1)

Holdback consideration

Fair value of contingent consideration

Total preliminary purchase price

(1) Cash paid includes a $ 1.1 million cash payment to the sellers during the quarter ended December 31, 2025 in accordance with the merger agreement for post-closing adjustments.

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.

In November 2025, upon finalization of the post-closing purchase price adjustment procedures, the Company paid the sellers approximately $ 1.1 million of the $ 1.2 million originally retained for post-closing adjustments.

As of December 31, 2025, $ 2.4 million of the original holdbacks remains outstanding, retained solely for general indemnification purposes.

The Company has recorded the remaining holdback consideration within accrued expenses and other current liabilities on the Consolidated Balance Sheet.

The increase in the remaining general indemnification holdback from the $ 2.3 million retained at the closing date to $ 2.4 million as of December 31, 2025 is due to changes in foreign currency exchange rates.

This amount is expected to be settled in the third quarter of fiscal 2026, subject to any valid indemnification claims asserted prior to the scheduled release date.

Contingent Consideration

As part of the acquisition, the Company agreed to provide additional contingent consideration in the form of two earn-out arrangements (collectively “the earn-outs”), which would be payable to the sellers upon satisfaction of specified post-closing performance conditions through December 31, 2025:

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

• 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 the 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.

As the performance period concluded on December 31, 2025, the earn-out liabilities were remeasured based on actual results achieved.

The aggregate fair value of the earn-outs was $ 3.7 million as of December 31, 2025, reflecting insignificant changes from the initial fair value measurement that were recorded in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

The earn-outs are recorded in accrued expenses and other current liabilities in the Consolidated Balance Sheet.

With the performance conditions now resolved, no significant further adjustments to the fair value of the earn-outs are expected.

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date.

Amounts are presented in U.S.

dollars, translated from euros using the exchange rate in effect on the acquisition date.

This preliminary purchase price allocation reflects the measurement period adjustments recorded from the acquisition date through December 31, 2025:

Cash and cash equivalents $ 8,353

Restricted cash 229,650

Accounts receivable 2,903

Prepaid expenses and other current assets 1,300

Operating lease right-of-use assets 2,484

Other assets 397

Total tangible assets acquired 245,087

Funds payable and amounts due to customers

Accounts payable

Operating lease liabilities

Accrued expenses and other current liabilities

Other liabilities 4,106

Total liabilities assumed

Net tangible assets acquired 1,684

Customer relationships

Goodwill 29,914

Total intangible assets acquired 58,216

Total purchase price $ 59,900

The purchase price allocation for the TransactPay acquisition remains preliminary as of December 31, 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 Consolidated Balance Sheet.

Corresponding obligations to the customers are recognized as funds payable and amounts due to customers within current liabilities on the Consolidated Balance Sheet, reflecting the Company's custodial role.

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

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.

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.

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 $ 4.0 million acquisition related costs, of which $ 1.0 million was recognized during the year ended December 31, 2024 and $ 3.0 million was recognized during the year ended December 31, 2025, respectively, and are primarily included in professional services on the Consolidated Statements of Operations and Comprehensive (Loss) Income.

The results of operations of TransactPay have been included in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income from the acquisition date of July 31, 2025, through December 31, 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.

Power Finance Inc.

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The acquisition of Power Finance will accelerate the Company’s credit product capabilities and allow the Company’s customers to launch a wide range of credit products and constructs.

The following table summarizes the components of the purchase consideration transferred (in thousands):

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

The following table summarizes the components of the purchase consideration transferred:

Base purchase price less contingent consideration

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Purchase consideration $ 163,642

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

Of the $ 117.6 million postcombination compensation excluded from purchase consideration, approximately $ 32.4 million was recognized as non-cash postcombination compensation cost at closing as a result of the vesting provisions of the employee replacement awards on the acquisition date.

The remaining $ 85.1 million is subject to continuous employment and will be recognized as postcombination cash compensation cost over a weighted-average period of 2.2 years.

Postcombination expense recognized was $ 39.7 million and $ 36.4 million for the years ended December 31, 2024 and 2023 and is included within Compensation and benefits in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Postcombination expense recognized was $ 7.1 million, $ 39.7 million and $ 36.4 million for the years ended December 31, 2025, 2024 and 2023, respectively, and is included within Compensation and benefits in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

As of December 31, 2025, approximately $ 1.0 million of this post-combination compensation remained unrecognized and is expected to be fully recognized during the year ending December 31, 2026.

The assets acquired and liabilities assumed were recorded at fair value as of the acquisition date.

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Separate operating results and pro forma results of operations for Power Finance have not been presented as the effect of this acquisition was not material to the Company’s financial results.

Acquisition-related third-party transaction costs were $ 3.3 million for the year ended December 31, 2023 and are included in Professional services in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Acquisition-related third-party transaction costs were $ 3.3 million for the year ended December 31, 2023 and were included in Professional services in the Consolidated Statement of Operations and Comprehensive (Loss) Income.

Transaction costs for the Power Finance acquisition were immaterial for the year ended December 31, 2024.

During the third quarter of 2023, the Company paid out $ 53.1 million as the performance-based goals tied to the contingent consideration were achieved during the second quarter of 2023.

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

During the third quarter of 2023, the Company paid $ 53.1 million in contingent consideration upon achievement of the related performance-based milestones during the second quarter of 2023.

Goodwill and Intangible Assets

Goodwill consisted of the following:

Balance as of December 31, 2022 $ —

Goodwill from acquisition of Power Finance, Inc.

Measurement period adjustments

Balance as of December 31, 2023 and 2024

Goodwill from acquisition of TransactPay

Foreign currency adjustment

Balance as of December 31, 2025

There were no changes to goodwill during the year ended December 31, 2024.

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

Intangibles Assets, net

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2025 December 31,

Finite-lived Intangible assets:

Developed technology

$ 41,000 $ 41,000

Customer relationships (1)

Total finite-lives Intangible assets gross

48,059 41,000

Accumulated amortization

( 18,554 ) ( 11,226 )

Intangibles, net

Total finite-lived Intangible assets, net

29,505 29,774

Indefinite-lived Intangible assets:

EMI licenses (1)

Total Intangibles assets, net

51,388 29,774

(1) The customer relationships and EMI licenses acquired in the TransactPay acquisition are denominated in euros.

The difference between the U.S.

dollar amounts initially recorded at the acquisition date as disclosed in Note 4, Business Combinations, and the balances reported as of December 31, 2025 is attributable to changes in the foreign currency exchange rate.

The amortization period for developed technology intangible assets is 7 years.

Amortization expense for developed technology was $ 5.9 million for the years ended December 31, 2024 and 2023.

Amortization expense for developed technology was $ 5.9 million for the years ended December 31, 2025 and 2024 and $ 5.4 million for the year ended December 31, 2023.

The amortization period for customer relationships is 2 years.

Amortization expense for customer relationships was $ 1.5 million for the year ended December 31, 2025.

Expected future amortization expense for intangible assets was as follows as of December 31, 2025:

Thereafter 489

Total expected future amortization expense for intangible assets

Short-term Investments

The amortized cost, unrealized gain (loss), and estimated fair value of the Company's short-term investments consisted of the following:

The amortized cost, unrealized gain, and estimated fair value of the Company's short-term investments consisted of the following:

December 31, 2025

Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value

Amortized Cost Unrealized Gain Estimated Fair Value

Short-term Investments

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December 31, 2024

Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value

Amortized Cost Unrealized Gain Estimated Fair Value

Short-term Investments

treasury securities $ 168,504 $ 396 $ 168,900

agency securities 15,000 — ( 7 ) 14,993

Asset-backed securities 10,444 65 10,509

Corporate debt securities 2,981 — ( 6 ) 2,975

Total short-term investments $ 178,948 $ 461 $ 179,409

The Company did not have any short-term investments in unrealized loss positions as of December 31, 2024.

The Company had four separate short-term investments in unrealized loss positions as of December 31, 2023.

The Company did no t have any short-term investments in unrealized loss positions as of December 31, 2025 and 2024.

Generally, the Company does not intend to sell any short-term investments that have unrealized losses, and it is not more likely than not that the Company will be required to sell such securities before any anticipated recovery of the entire amortized cost basis.

There were no material realized gains or losses from short-term investments that were reclassified out of accumulated other comprehensive income for the years ended December 31, 2024 and 2023.

For short-term investments that have unrealized losses, the Company evaluated whether (i) the Company has the intention to sell any of these investments, (ii) it is not more likely than not that the Company will be required to sell any of these available-for-sale debt securities before recovery of the entire amortized cost basis and (iii) the decline in the fair value of the investment is due to credit or non-credit related factors.

Based on this evaluation, the Company determined that for its short-term investments, there were no material credit or non-credit related impairments as of December 31, 2024 and 2023.

There were no material realized gains or losses from short-term investments that were reclassified out of accumulated other comprehensive income (loss) for the years ended December 31, 2025 and 2024.

The Company determined that for its short-term investments, there were no material credit or non-credit related impairments as of December 31, 2025 and 2024.

The following table summarizes the stated maturities of the Company’s short-term investments:

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Total $ 62,319 $ 62,483 $ 178,948 $ 179,409

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

Fair Value Measurements

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Cash equivalents

Money market funds $ 458,195 $ — $ — $ 458,195

treasury bills $ 292,381 $ — $ — $ 292,381

Money market funds 96,042 — — 96,042

Commercial paper

— 41,450 — 41,450

Corporate debt securities

— 53,238 — 53,238

Certificates of deposit

— 35,213 — 35,213

Corporate debt securities

— 16,059 — 16,059

Short-term investments

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Asset-backed securities — 6,396 — 6,396

Total assets $ 841,284 $ 97,554 $ — $ 938,838

Restricted cash

Money market funds 45,786 — — 45,786

Total assets measured at fair value $ 490,296 $ 99,118 $ — $ 589,414

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

December 31, 2024

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treasury bills 214,189 — — 214,189

Corporate debt securities — 53,238 — 53,238

Certificates of deposit — 25,779 — 25,779

Commercial paper — 8,028 — 8,028

Short-term investments

treasury securities 168,900 — — 168,900

agency securities — 14,993 — 14,993

Asset-backed securities — 10,509 — 10,509

Corporate debt securities — 2,975 — 2,975

Total assets $ 1,098,841 $ 28,468 $ — $ 1,127,309

Total assets measured at fair value $ 841,284 $ 97,554 $ — $ 938,838

The Company classifies money market funds, U.S.

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Prepaid expenses $ 8,619 $ 7,193

Inventory 3,676 4,309

Contract assets 4,021 1,605

Prepaid hosting and data costs 3,850 4,247

Accrued interest receivable 4,018 4,457

Inventory 1,949 3,676

Prepaid insurance 1,739 1,786

Card program deposits 50 128

Contract assets 1,605 1,461

Accrued interest receivable 1,387 4,018

Other current assets 13,713 2,880

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2025 December 31,

Leasehold improvements $ 8,110 8,110

Internally developed and purchased software $ 86,435 $ 47,300

Computer equipment 9,678 9,415

Leasehold improvements 9,666 8,110

Furniture and fixtures 2,442 2,525

Internally developed and purchased software 47,300 19,324

Total property and equipment, gross

108,221 67,350

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11,762 13,593

Due to Issuing Banks

Accrued tax liabilities 8,966 5,434

Accrued professional services 3,567 4,559

Due to Issuing Banks

Contingent consideration liability (see Note 4)

Operating lease liabilities, current portion 3,022 4,627

Holdback consideration liability (see Note 4)

Accrued professional services 2,308 3,567

Reserve for contract contingencies and processing errors — 1,862

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Other liabilities $ 8,484 $ 6,331

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 non-cancellable operating lease expires in February 2026 and includes options to extend the lease term, generally at the then-market rates.

The Company excludes extension options that are not reasonably certain to be exercised from its lease terms.

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 leases office space under non-cancelable operating lease agreements, which are classified as operating leases.

The most significant lease relates to the Company’s headquarters in Oakland, California (the “Oakland Lease”).

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.

During the fourth quarter of 2024, the Company made a decision and ceased use of two floors which was identified as a triggering event to reassess the asset group and test for impairment.

This assessment resulted in an impairment of the Oakland lease and recognition of a loss of $ 1.4 million included within Occupancy expense in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The estimated fair value of the right-of-use asset was measured on a nonrecurring basis determined using Level 3 inputs and is based on an income approach using probability weighted discounted future cash flows.

See Note 2 “Significant Accounting Policies” on Impairment of Long-Lived Assets for details.

Oakland Headquarters Lease

In the fourth quarter of 2024, the Company decided to permanently cease using two leased floors of its Oakland headquarters.

This decision represented a triggering event that required the Company to test the related asset group, consisting primarily of the right-of-use asset and leasehold improvements, for impairment.

As a result of this assessment, the Company recognized an impairment charge of $ 1.4 million, which was included within Occupancy expense in the Consolidated Statement of Operations and Comprehensive (Loss) Income for the year ended December 31, 2024.

The estimated fair value of the right-of-use asset was measured on a nonrecurring basis determined using Level 3 inputs under the income approach, incorporating probability-weighted discounted cash flow projections over the remaining lease term.

In the second quarter of 2025, the Company amended its Oakland Lease, extending the term for certain retained 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 Consolidated Balance Sheet of approximately $ 3.5 million, representing the present value of the additional lease payments associated with the 24-month extension.

Marqeta, Inc.

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(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

TransactPay Assumed Leases

In connection with the acquisition of TransactPay (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.

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:

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Maturities of operating lease liabilities by year are as follows as of December 31, 2025:

2030 and thereafter

Total lease payments $ 9,458

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Commitments and Contingencies

Letters of Credit

Letters of Credit and Restricted Cash

In connection with the Oakland lease, the Company is required to provide the landlord a letter of credit in the amount of $ 1.5 million.

The Company has secured this letter of credit by depositing $ 1.5 million with the issuing financial institution, and this deposit is classified as Restricted cash in the Consolidated Balance Sheets.

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 December 31, 2025, $ 0.9 million of restricted cash is recorded in other assets on the 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.

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

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 held to meet its safeguarding, collateral, or settlement requirements.

As of December 31, 2025, the balance of restricted cash associated with these customer funds was $ 306.9 million, of which $ 45.8 million is invested in money market funds.

Purchase Obligations

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During the years ended December 31, 2025, 2024, and 2023, the Company contributed a total of $ 5.5 million, $ 5.0 million, and $ 5.5 million to its defined contribution plans, respectively.

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

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.

As of December 31, 2024 and 2023, there were no legal contingency matters, either individually or in aggregate, that the Company deemed probable that would have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

Given the unpredictable nature of legal proceedings, the Company bases its assessment on the information available at the time.

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.

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24-cv-08874 (N.D.

Cal.), was filed in federal court in the Northern District of California (“Court”) against the Company, its Chief Executive Officer, and its Chief Financial Officer (“Defendants”) alleging violations of federal securities laws.

Cal.), was filed in federal court in the Northern District of California (“Court”) against the Company and certain of its current and former officers (“Defendants”) alleging violations of federal securities laws.

The lawsuit asserts that during the putative class period of between August 7, 2024 and November 4, 2024, 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.

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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.

Several individuals filed motions to consolidate the Securities Actions and for appointment as lead plaintiff, which are scheduled for a hearing on March 18, 2025.

We expect that the Securities Actions will be consolidated and proceed as one lawsuit after the Court appoints a lead plaintiff for the putative class.

Given the inherent uncertainty of litigation, the Company cannot reasonably estimate the likelihood of an unfavorable outcome or on the amount or range of any potential loss.

The Company and the other Defendants intend to file a motion to dismiss the Securities Actions after the Court-appointed lead plaintiff files a consolidated amended complaint or otherwise designates the operative complaint for the Securities Actions.

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, subject to further documentation and judicial approvals.

The Company’s Directors and Officers insurance policy includes a $ 5.0 million self-insured retention that applies to covered losses related to the Securities Actions, including legal defense fees and settlement payments.

If finalized, the settlement will be funded by insurance less the self-insured retention.

For the year ended December 31, 2025, the Company recognized $ 5.0 million of legal and litigation expenses related to this matter, which are included in other operating expenses within the Consolidated Statement of Operations and Comprehensive (Loss) Income.

This amount represents the Company’s probable loss corresponding to its $ 5.0 million self-insured retention.

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

As of December 31, 2025, the Company recorded a $ 13.0 million settlement liability within accrued expenses and other current liabilities and a corresponding $ 9.3 million insurance recovery receivable within prepaid expenses and other current assets on the Consolidated Balance Sheet.

The receivable represents the portion of settlement expected to be covered by insurance, determined by applying legal fees incurred through December 31, 2025, toward the self-insured retention.

As additional legal fees are incurred beyond this date, they will further reduce the remaining self-insured retention, resulting in a corresponding increase to the receivable balance.

On February 4, 2025, a putative shareholder derivative lawsuit, capti oned Smith v.

Khalaf, et al.

25-cv-01174 (N.D.

Cal.), was filed in the same Court against certain of the Company’s current and former officers and its Board of Directors (as then constituted), and named 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 lawsuit, captioned Ojserkis v.

Khalaf, et al.

25-cv-01883 (N.D.

Cal.) and Preciado v.

Khalaf, et al.

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.

The consolidated derivative action is currently stayed pending developments in the consolidated Securities Actions.

Settlement of Payment Transactions

Generally, customers deposit a certain amount of pre-funding into accounts maintained at Issuing Banks to settle their payment transactions.

Such pre-funding amounts may only be used to settle customers’ payment transactions and are not considered assets of the Company.

As such, the funds held in customers’ accounts at Issuing Banks are not reflected on the Company’s Consolidated Balance Sheets.

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 the 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 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.

At December 31, 2024 and 2023, we had $ 7.0 million in Restricted cash which included a deposit held at an Issuing Bank to provide the Issuing Bank collateral in the event that our customers' funds are not deposited at the Issuing Bank in time to settle our customers' transactions with the Card Networks.

The Company did not incur losses of this nature during the years ended December 31, 2025, 2024 and 2023.

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 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 the Issuing Bank for losses the Issuing Bank may incur for non-compliance with applicable law and regulation, if those losses resulted from the Company’s failure to perform under its program agreement with the Issuing Bank.

With respect to Issuing Banks, the Company has received requests for indemnification from time to time and may indemnify the Issuing Bank for losses such Issuing Bank may incur for non-compliance with applicable law 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 years ended December 31, 2025, 2024 and 2023.

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 December 31, 2025 and 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 Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive (Loss) Income, or Consolidated Statements of Cash Flows.

The Company also includes service level commitments to its customers, warranting certain levels of performance and permitting those customers to receive credits in the event the Company fails to meet those levels outlined in their respective agreements.

No material credits were issued during the years ended December 31, 2025, 2024 and 2023.

Marqeta, Inc.

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(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

demands have been made upon the Company to provide indemnification under such agreements and there are no claims that the Company is aware of that could have a material effect on its Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive (Income) Loss, or Consolidated Statements of Cash Flows.

The Company also includes service level commitments to its customers warranting certain levels of performance and permitting those customers to receive credits in the event the Company fails to meet those levels.

Stock Incentive Plans

The Company has granted share-based awards to employees, non-employee directors, and other service providers of the Company under the Amended and Restated 2011 Equity Incentive Plan (“2011 Plan”) and the 2021 Stock Option and Incentive Plan (“2021 Plan” and, together with the 2011 Plan, the “Plans”).

The 2011 Plan was terminated in June 2021 in connection with the IPO but continues to govern the terms of outstanding awards that were granted prior to the IPO.

The Company grants share-based awards to employees, non-employee directors, and other service providers of the Company under the 2021 Stock Option and Incentive Plan (“2021 Plan”).

The Amended and Restated 2011 Equity Incentive Plan (“2011 Plan”) had been terminated, and no new awards are granted under it.

However, previously granted awards that remain outstanding continue to be governed by the terms of the 2011 Plan.

Additionally, the Company offers an ESPP, which allows employees to purchase shares of common stock at 85 % of the fair value of the Company’s Class A common stock on the first or last day of the offering period, whichever is lower.

The offering periods are six months long and start in May and November of each year.

The following table presents the share-based compensation expense recognized within the following line items in the Consolidated Statement of Operations and Comprehensive Income (Loss) and Consolidated Balance Sheet in the periods presented:

The following table presents the share-based compensation expense recognized within the following line items in the Consolidated Statements of Operations and Comprehensive (Loss) Income and Consolidated Balance Sheet in the periods presented:

Year Ended December 31,

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Performance restricted stock units

3,562 4,041 —

Employee Stock Purchase Plan 797 1,090 1,554

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11,176 7,059 4,492

Total share-based compensation expense

Total share-based compensation expense (benefit)

$ 115,964 $ ( 996 ) $ 185,231

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Restricted Stock Units

RSUs granted prior to April 1, 2021 vest upon the satisfaction of both a service condition and a liquidity condition.

The service condition for these awards is satisfied over four years .

On June 8, 2021, the Company completed its IPO and the liquidity condition for these awards was satisfied and the Company recognized a cumulative share-based compensation expense of $ 23.1 million associated with RSUs that had service-vested as of the IPO completion date.

Subsequent to the IPO, the unamortized grant date fair value of these RSUs will be recorded as share-based compensation expense over the remaining service period.

RSUs granted on or after April 1, 2021, vest upon the satisfaction of a service condition.

In general, the service condition for these awards is satisfied over three or four years .

The fair value of RSUs is based on the closing price of the Company’s Class A common stock on the grant date.

Prior to the IPO, the fair value of RSUs was based on the fair value of the underlying common stock on the grant date as determined by the Company’s board of directors at each meeting in which RSU awards were approved.

The Company grants RSUs to employees, directors, and certain consultants.

RSUs vest solely upon the satisfaction of service-based conditions and are generally subject to a vesting schedule of three or four years .

All RSUs granted on or after the Company’s IPO in 2021, as well as any remaining pre-IPO RSU grants, contain only service-based vesting condition.

The liquidity-based vesting condition that previously applied to RSUs granted before April 1, 2021 was fully satisfied upon the Company’s IPO in 2021.

The fair value of RSUs is based on the closing price of the Company’s Class A common stock on the grant date and is recognized as share-based compensation over the requisite service period on straight-line basis for awards with only a service vesting condition.

Performance Restricted Stock Units

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

During the first quarter of 2024, the Company granted performance-based restricted stock units (“PSUs”), under the 2021 Plan, to certain employees of the Company based on an initial target number.

The Company grants PSUs under the 2021 Plan to certain employees of the Company based on an initial target number.

The final number of PSUs that may vest and settle depend upon the Company’s performance against pre-established performance metrics over a predefined performance period, contingent on the compensation committee’s approval of the level of achievement against the pre-established performance targets at the end of the fiscal year.

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Depending on the probability of achieving the pre-established performance targets, the number of PSUs issued could range from 0 % to 200 % of the target amount.

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

A summary of the Company's RSUs and PSUs activity under the Plans was as follows:

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Options are exercisable over periods not to exceed ten years from the date of grant ( five years for incentive stock options granted to 10 % stockholders).

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

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 January 1, 2022

44,185 $ 13.31 8.46 $ 279,242

Granted 4,183 10.16

Exercised ( 7,786 ) 1.20

Canceled and forfeited ( 4,426 ) 6.60

Balance as of December 31, 2023

36,670 $ 16.09 7.45 $ 24,481

Granted 6,080 5.35

Exercised ( 185 ) 1.10

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14,962 $ 9.19 5.82 $ 5,819

Granted — 0.00

Exercised ( 506 ) 3.30

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Accordingly, options granted under this plan are included as exercisable stock options regardless of vesting status.

The weighted-average grant date fair value of options granted during the years ended December 31, 2023, and 2022, was $ 3.52 and $ 5.89 , per share, respectively.

The total intrinsic value of options exercised during the years ended December 31, 2025, 2024, and 2023, was $ 0.7 million, $ 0.8 million, and $ 12.2 million, respectively.

The total grant-date fair value of options vested during the years ended December 31, 2025, 2024, and 2023, was $ 25.2 million, $ 42.4 million, and $ 61.8 million, respectively.

As of December 31, 2024, aggregate unrecognized compensation costs related to unvested outstanding stock options was $ 13.2 million.

These costs are expected to be recognized over a weighted-average period of 1.4 years.

The fair values of stock options granted were estimated using the Black-Scholes option pricing model and the following weighted-average assumptions:

Year Ended December 31,

Dividend yield 0.0 % 0.0 %

Expected volatility 70.78 % 61.52 %

Expected term (in years) 6.04 6.08

Risk-free interest rate 3.78 % 2.32 %

The Company did not grant any stock options during the year ended December 31, 2024.

Marqeta, Inc.

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(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

As of December 31, 2025, aggregate unrecognized compensation costs related to unvested outstanding stock options was $ 2.3 million.

These costs are expected to be recognized over a weighted-average period of 0.9 years.

The Company did not grant any stock options during the years ended December 31, 2025 and 2024.

Executive Chairman Long-Term Performance Award

In April and May 2021, the Company’s board of directors granted the Company’s Executive Chairman and then-Chief Executive Officer equity incentive awards in the form of performance-based stock options covering 19,740,923 and 47,267 shares of the Company’s Class B common stock with an exercise price of $ 21.49 and $ 23.40 per share, respectively, (collectively, the “Executive Chairman Long-Term Performance Award,” formerly known as the CEO Long-Term Performance Award).

The Executive Chairman Long-Term Performance Award vests upon the satisfaction of a service condition and the achievement of certain stock price hurdles over a seven year performance period following the expiration of the lock-up period associated with the Company’s IPO in 2021.

During the second quarter of 2024, the Company’s Executive Chairman stepped down from his role and transitioned to a non-employee director role on the board of directors causing the Executive Chairman Long-Term Performance Award to be forfeited per its terms resulting in a one-time reversal of share-based compensation expenses of $ 167.3 million, of which $ 144.6 million related to expenses recognized in prior years.

In April and May 2021, the Company’s board of directors granted the Company’s Executive Chairman and then-Chief Executive Officer (“CEO”) performance-based stock options to purchase an aggregate of 19,740,923 and 47,267 shares of the Company’s Class B common stock with an exercise price of $ 21.49 and $ 23.40 per share, respectively, (collectively, the “Executive Chairman Long-Term Performance Award”).

The Executive Chairman Long-Term Performance Award would vest only upon the satisfaction of both a service condition and the achievement of certain stock price hurdles over a seven-year performance period following the expiration of the lock-up period associated with the Company’s IPO in 2021.

In the second quarter of 2024, the Executive Chairman stepped down from his executive officer role and transitioned to a non-employee director role on the board of directors causing the Executive Chairman Long-Term Performance Award to be forfeited per its terms.

As a result of the forfeiture, the Company reversed all previously recognized share-based compensation expense associated with the award, resulting in a one-time credit of $ 167.3 million, of which $ 144.6 million related to expense recognized in prior years.

The Company accounts for forfeitures as they occur.

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Warrants to Purchase Common Stock

In 2021 and 2020, the Company issued warrants to customers to purchase up to 1.2 million and 0.8 million shares of the Company’s common stock, respectively.

In 2021 and 2020, the Company issued warrants to certain customers to purchase up to 1.2 million and 0.8 million shares of the Company’s common stock, respectively.

These warrants vest based on certain performance conditions that include issuing a specific percentage of new cards on the Company’s platform over a defined measurement period and reaching certain annual transaction count thresholds over the contract term, respectively.

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These warrants are classified as equity instruments and are treated as consideration payable to a customer.

The grant date fair values of these warrants are recorded as a reduction to net revenue over the term of the respective customer contract based on the expected pattern of processing volume generated by the customer and the probability of vesting conditions being met.

The grant date fair values of these warrants were determined using Black-Scholes option-pricing model with key assumptions including the fair value of the underlying common stock on the grant date, expected term, expected volatility and risk-free rate.

The grant date fair values are being recorded as a reduction to net revenue over the term of the respective customer contract based on the expected pattern of processing volume generated by the customer and the probability of vesting conditions being met.

As of December 31, 2025 and 2024, 1.3 million and 1.2 million warrants were vested, respectively.

The Company recorded $ 2.1 million and $ 1.7 million as a reduction of net revenue related to these warrants during the years ended December 31, 2025 and 2024, respectively.

Upon vesting, the fair value of the vested warrants are recorded into the Company’s additional paid-in capital.

Upon vesting, the fair value of the vested warrants was recorded into the Company’s additional paid-in capital.

Timing differences caused by the pattern of processing volume generated by the customer over the original terms of the contract and the vesting schedules of the warrants can cause differences in the amount of grant date fair value that is credited to additional paid in capital upon vesting and the amount recorded as a reduction in net revenue during any particular reporting period.

As of December 31, 2025, there were no warrants outstanding, as all previously issued warrants which fully vested had expired unexercised.

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

Share Repurchase Programs

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Under the repurchase program, the Company was 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 Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

The number of shares repurchased and the timing of purchases are based on general business and market conditions, and other factors, including legal requirements.

The 2022 Share Repurchase Program has no set expiration date;

however, repurchases under the program were complete as of March 31, 2023.

During the year ended December 31, 2023, the Company repurchased and subsequently retired 3.2 million shares for $ 21.0 million under the 2022 Share Repurchase Program, for an average price of $ 6.46 .

The number of shares repurchased and the timing of purchases were based on general business and market conditions, and other factors, including legal requirements.

Repurchases under the program were completed as of March 31, 2023.

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

On May 8, 2023, the Company’s board of directors authorized a share repurchase program of up to $ 200 million of the Company’s Class A common stock (“2023 Share Repurchase Program”).

Under the 2023 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.

The number of shares repurchased and the timing of purchases are based on general business and market conditions, and other factors, including legal requirements.

The 2023 Share Repurchase Program has no set expiration date.

During the year ended December 31, 2024 the Company repurchased 5.2 million shares in the open market for $ 32.8 million, including transaction costs and excise taxes, at an average price of $ 6.27 under the 2023 Share Repurchase Program.

Under the 2023 Share Repurchase Program, the Company was 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.

The number of shares repurchased and the timing of purchases were based on general business and market conditions, and other factors, including legal requirements.

During the year ended December 31, 2023, the Company repurchased 31.3 million shares in the open market for $ 169.4 million under the 2023 Share Repurchase Program, for an average price of $ 5.41 .

Repurchases under the 2023 Share Repurchase Program were completed as of March 31, 2024.

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 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.

The number of shares repurchased and the timing of purchases are based on general business and market conditions, and other factors, including legal requirements.

The 2024 Share Repurchase Program has no set expiration date.

Under the 2024 Share Repurchase Program, the Company was 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.

The number of shares repurchased and the timing of purchases were based on general business and market conditions, and other factors, including legal requirements.

During the year ended December 31, 2024, the Company repurchased approximately 23.2 million shares in the open market and in privately negotiated transactions for $ 119.5 million under the 2024 Share Repurchase Program, for an average price of $ 5.16 , respectively.

The total price of the shares repurchased and the related transaction costs and excise taxes of $ 1.2 million during the year ended December 31, 2024 are reflected as a reduction to Common stock and Additional paid-in capital on the Company’s Consolidated Balance Sheets.

As of December 31, 2024 $ 80.5 million remained available for future share repurchases under the 2024 Share Repurchase Program.

On February 25, 2025, the Company’s Board of Directors authorized an additional share repurchase program of 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.

During the year ended December 31, 2025, the Company repurchased approximately 19.2 million shares in the open market and in privately negotiated transactions for $ 80.5 million under the 2024 Share Repurchase Program, for an average price of $ 4.20 , respectively.

The total price of the shares repurchased and the related transaction costs and excise taxes of $ 1.1 million during the year ended December 31, 2025 are reflected as a reduction to Common stock and Additional paid-in capital on the Company’s Consolidated Balance Sheets.

Repurchases under the 2024 Share Repurchase Program were completed as of March 31, 2025.

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

On February 25, 2025, the Company’s Board of Directors authorized an additional share repurchase program of up to $ 300 million of the Company’s Class A common stock (the “February 2025 Share Repurchase Program”).

Under the February 2025 Share Repurchase Program, the Company was 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.

The number of shares repurchased and the timing of purchases were based on general business and market conditions, and other factors, including legal requirements.

The February 2025 Share Repurchase Program had no set expiration date.

During the year ended December 31, 2025, the Company repurchased approximately 63.9 million shares under the February 2025 Share Repurchase Program for $ 300.0 million, at an average price of $ 4.69 per share.

The aggregate cost of the shares repurchased and the related transaction costs and excise taxes of $ 3.8 million during the year ended December 31, 2025, respectively, are reflected as a reduction to Common stock and Additional paid-in capital on the Company’s Consolidated Balance Sheet.

Repurchases under the February 2025 Share Repurchase Program were completed during the fourth quarter of 2025.

On December 4, 2025, the Company’s Board of Directors authorized an additional share repurchase program of up to $ 100 million of the Company’s Class A common stock (the “December 2025 Share Repurchase Program”).

Under the December 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.

The number of shares repurchased and the timing of purchases are based on general business and market conditions, and other factors, including legal requirements.

The 2025 Share Repurchase Program has no set expiration date.

The December 2025 Share Repurchase Program has no set expiration date.

During the year ended December 31, 2025, the Company repurchased approximately 1.7 million shares under the December 2025 Share Repurchase Program for $ 8.5 million, at an average price of $ 4.89 per share.

The aggregate cost of the shares repurchased and the related transaction costs and excise taxes of $ 0.1 million during the year ended December 31, 2025, respectively, are reflected as a reduction to Common stock and Additional paid-in capital on the Company’s Consolidated Balance Sheet.

As of December 31, 2025, $ 91.5 million remained available for future share repurchases under the December 2025 Share Repurchase Program.

Restructuring

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The net restructuring charges incurred in connection with the Restructuring Plan was approximately $ 8.7 million, which was completed as of December 31, 2023.

The Company recorded $ 8.7 million in restructuring charges during the year ended December 31, 2023, which consisted of $ 14.6 million primarily related to one-time severance and benefit payments, as well as a net reduction of stock-based compensation of $ 2.9 million related to the vesting of certain equity awards and the forfeiture of certain equity awards which are accounted for as occurred.

Additionally, the Company reduced previously accrued bonuses for impacted employees of $ 2.9 million due to the terms of the Restructuring Plan.

These costs were included in Compensation and benefits in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The following table summarizes the Company’s restructuring liability that was included in Accrued expenses and other current liabilities on the Consolidated Balance Sheet:

These costs were included in Compensation and benefits in the Consolidated Statement of Operations and Comprehensive (Loss) Income.

As the Restructuring Plan was completed in 2023 and no further costs are expected, there were no material restructuring charges or related liabilities remaining as of December 31, 2025 or 2024.

Marqeta, Inc.

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(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

Balance as of December 31, 2022 $ —

Restructuring charges 14,588

Cash payments ( 14,588 )

Balance as of December 31, 2023

Net Income (Loss) Per Share Attributable to Common Stockholders

Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period.

Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding adjusted for the dilutive effect of all potential shares of common stock.

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 were anti-dilutive.

The Company calculated basic and diluted net income (loss) per share attributable to common stockholders as follows:

The Company calculated basic and diluted net (loss) income per share attributable to common stockholders as follows:

Year Ended December 31,

2025 2024 2023

Net income (loss) attributable to common stockholders, basic

Net (loss) income attributable to common stockholders, basic

$ ( 12,925 ) $ ( 1,000 ) $ 24,938 $ 2,349 $ ( 199,108 ) $ ( 23,854 )

Net income (loss) attributable to common stockholders, diluted

Net (loss) income attributable to common stockholders, diluted

$ ( 12,925 ) $ ( 1,000 ) $ 24,808 $ 2,479 $ ( 199,108 ) $ ( 23,854 )

Weighted-average shares used in computing basic Net income (loss) per share attributable to common stockholders

Weighted-average shares used in computing basic Net (loss) income per share attributable to common stockholders

428,988 33,180 467,071 43,993 475,564 56,976

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— — 4,646 3,135 — —

Weighted-average shares used in computing diluted Net income (loss) per share attributable to common stockholders

Weighted-average shares used in computing diluted Net (loss) income per share attributable to common stockholders

428,988 33,180 471,717 47,128 475,564 56,976

Net income (loss) per share attributable to common stockholders, basic

Net (loss) income per share attributable to common stockholders, basic

$ ( 0.03 ) $ ( 0.03 ) $ 0.05 $ 0.05 $ ( 0.42 ) $ ( 0.42 )

Net income (loss) per share attributable to common stockholders, diluted

Net (loss) income per share attributable to common stockholders, diluted

$ ( 0.03 ) $ ( 0.03 ) $ 0.05 $ 0.05 $ ( 0.42 ) $ ( 0.42 )

(1) The prior period Net income (loss) per share for Class A and Class B common stock has been presented separately to conform with current period presentation, which had no impact on our previously reported basic or diluted Net income (loss) per share.

As 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 (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.

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(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

Potentially dilutive securities that were excluded from the computation of diluted net income (loss) per share because including them would have had an anti-dilutive effect were as follows:

The following potentially dilutive securities were excluded from the computation of diluted net loss per share during the years ended December 31, 2025 and 2023 because including them would have had an anti-dilutive effect as the Company was in a loss position during those periods:

Year Ended December 31,

2024 2023 2022

Class A Class B Class A Class B Class A Class B

Class A Class B Class A Class B

Warrants to purchase Class B common stock — — — 1,900

Stock options, restricted stock, and employee stock purchase plan

33,437 3,846 46,236 28,864

Total 33,437 3,846 46,236 30,764

Potentially dilutive securities that were excluded from the computation of diluted net income per share during the year ended December 31, 2024 because including them would have had an anti-dilutive effect were as follows:

Year Ended December 31, 2024

Class A Class B

Stock options outstanding, including early exercise of options 8,136 13,880

Unvested RSUs outstanding 21,111 259

Shares committed under the ESPP — — 253 — 409 —

Total 29,247 14,139

The components of loss before income taxes by tax jurisdiction were as follows:

The components of (loss) income before income taxes by tax jurisdiction were as follows:

Year Ended December 31,

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Foreign 57 ( 792 ) 1,215

Income (loss) before income tax expense $ 28,080 $ ( 230,575 ) $ ( 184,882 )

(Loss) income before income tax expense (benefit) $ ( 13,329 ) $ 28,080 $ ( 230,575 )

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

The components of income tax expense (benefit) were as follows:

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2025 2024 2023

Federal $ — $ — $ —

State 126 83 353

Current tax expense (benefit):

US state and local

Foreign 853 569 ( 139 )

Total current tax expense (benefit)

868 695 ( 56 )

Federal — ( 6,347 ) —

State — ( 2,025 ) —

Deferred tax (benefit) expense:

— — ( 6,347 )

US state and local

— — ( 2,025 )

Foreign ( 272 ) 98 815

Total deferred tax (benefit) expense

( 272 ) 98 ( 7,557 )

Federal — ( 6,347 ) —

State 126 ( 1,942 ) 353

Total Income tax expense (benefit)

— — ( 6,347 )

US state and local

15 126 ( 1,942 )

Foreign 581 667 676

Income tax expense (benefit) $ 793 $ ( 7,613 ) $ ( 102 )

Total Income tax expense (benefit)

$ 596 $ 793 $ ( 7,613 )

The Company adopted ASU 2023-09, “Improvements to Income Tax Disclosures” as of December 31, 2025 and the Company applied this guidance prospectively.

Accordingly, the effective tax rate reconciliation for the year ended December 31, 2025 is presented in accordance with the new standard, while those for the years ended December 31, 2024 and 2023 are presented under the previous guidance and have not been retrospectively adjusted.

Marqeta, Inc.

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(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

The reconciliation of the Company's effective tax rate to the statutory federal rate is as follows:

The reconciliation of the U.S.

federal statutory rate to the Company's effective income tax rate for the year ended December 31, 2025 under ASU 2023-09 is as follows:

Year Ended December 31, 2025

US Federal Statutory Tax Rate $ ( 2,800 ) 21.0 %

Domestic Federal:

Research and development tax credits (1)

( 2,410 ) 18.1 %

Nontaxable or deductible Items

Executive compensation 6,968 ( 52.3 ) %

Share-based payment awards 3,309 ( 24.8 ) %

Non-deductible compensation 619 ( 4.6 ) %

Non-deductible M&A 355 ( 2.7 ) %

Other 129 ( 1.0 ) %

Change in Valuation Allowance ( 6,158 ) 46.2 %

Domestic State and Local Income Taxes, Net of Federal Income Tax Effect (2)

Foreign Tax Effects:

United Kingdom

Shared-based payment awards 230 ( 1.7 ) %

Other 64 ( 0.5 ) %

Non-deductible compensation 508 ( 3.8 ) %

Research and development tax credits (1)

( 494 ) 3.7 %

Other 132 ( 1.0 ) %

Other Jurisdictions

Other 129 ( 1.0 ) %

Effective Tax Rate $ 596 ( 4.5 ) %

(1) Presented net of related unrecognized tax benefits in the current year.

Also includes immaterial changes in unrecognized tax benefits related to prior year tax positions.

(2) The tax effects attributable to state taxes in Oregon and Texas for the year ended December 31, 2025 represent the majority (greater than 50 %) of the total in this category.

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

The reconciliation of the Company's effective tax rate to the statutory federal rate for the years ended December 31, 2024 and 2023 under the previous guidance is as follows:

Year Ended December 31,

Taxes at federal statutory rate 21.0 % 21.0 %

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Mergers and acquisitions

1.7 % 3.5 % — %

Nondeductible compensation

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Effective tax rate 2.8 % 3.3 %

Income taxes paid by jurisdiction for the year ended December 31, 2025 are summarized as follows:

US State and Local

United Kingdom

Total Foreign

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

Deferred tax assets and liabilities consist of the following:

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Research and development credits 40,008 34,556

Property and equipment 940 586

Accruals and other 10,675 9,016

Share-based compensation 8,087 10,484

Research and development capitalization expenditures

23,643 40,453

Reserve for contract contingencies and processing errors

Deferred revenue 1,174 1,018

Accruals and other 11,721 10,675

Share-based compensation 5,137 8,087

Lease liability 1,478 1,277

Property and equipment 1,092 940

Deferred revenue 635 1,174

Reserve for contract contingencies and processing errors

Total deferred tax assets 137,112 143,735

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Total deferred tax liabilities ( 10,004 ) ( 7,642 )

Net deferred tax assets $ 396 $ 495

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

Net deferred tax (liabilities) assets

$ ( 2,461 ) $ 396

In accordance with ASC 740 and based on all available evidence on a jurisdictional basis, the Company believes that it is more likely than not that its U.S.

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The available negative evidence at December 31, 2025 and 2024 included historical and projected future operating losses.

As a result, the Company concluded that an additional valuation allowance of $ 7.5 million and $ 29.3 million was required to reflect the change in its deferred tax assets prior to valuation allowance during 2024 and 2023, respectively.

As a result, the Company concluded that a decrease of $ 6.1 million and an increase of $ 7.5 million was required to reflect the change in its deferred tax assets prior to valuation allowance during 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the Company considered it more likely than not that substantially all of its deferred tax assets would not be realized.

As of December 31, 2025, the Company had net operating loss carryforwards of approximately $ 205.2 million and $ 172.9 million for federal and state tax purposes, respectively.

Of the Company's federal net operating loss carryforwards as of December 31, 2024, $ 157.5 million can be carried forward indefinitely but is limited to 80% of taxable income.

Of the Company's federal net operating loss carryforwards as of December 31, 2025, $ 180.3 million can be carried forward indefinitely but are limited to 80% of taxable income.

If not utilized, the federal and state net operating carryforwards will begin to expire in 2035 and 2025, respectively.

In addition, the Company had research and development tax credit carryforwards of approximately $ 34.6 million for federal income tax purposes and $ 14.2 million for California tax purposes.

In addition, the Company had research and development tax credit carryforwards of approximately $ 39.7 million for federal income tax purposes and $ 16.9 million for California state tax purposes.

If not utilized, the federal research and development tax credit carryforwards will begin to expire in 2031.

The California state research credit can be carried forward indefinitely.

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

Under Section 382 of the Internal Revenue Code of 1986, as amended, the Company's ability to utilize net operating loss carryforwards or other tax attributes in any taxable year may be limited if the Company has experienced an ownership change.

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The Company elected and applied the tax law ordering approach when considering GILTI as part of its valuation allowance.

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 deferred tax assets, these tax law changes did not have a significant effect on the Company's financial position or results of operations.

The Company recognizes tax benefits from uncertain tax positions only if the Company believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.

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$ 18,820 $ 12,199 $ 9,800

The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the Company’s tax provision for income tax expenses.

During the year ended December 31, 2025, the Company accrued $ 0.3 million of interest and penalties related to unrecognized tax benefits.

As of December 31, 2025, the Company had gross unrecognized tax benefits of $ 18.8 million.

If recognized, $ 4.6 million of unrecognized tax benefits would affect the Company's effective tax rate.

The remaining $ 14.2 million would not impact the effective tax rate due to the offsetting effect of the Company's valuation allowance.

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.

Marqeta, Inc.

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(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

The Company’s policy is to include interest and penalties related to unrecognized tax benefits within our tax provision for income taxes.

The Company did no t accrue any interest or penalties during the year ended December 31, 2024.

The Company had $ 12.2 million of gross unrecognized tax benefits as of December 31, 2024, which would not affect its effective tax rate if recognized due to the Company’s valuation allowance.

The Company expects no significant increases or decreases to its unrecognized benefits within the next twelve months.

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 on deposit with financial institutions may exceed federally insured limits.

As of December 31, 2025, short-term investments were $ 62.5 million, and there was no concentration of securities of the same issuer with an aggregate fair value greater than 5% of this total balance, except for U.S.

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Customer B 12 % *

Customer D 12 % *

* - Did not exceed 10% in the reporting period presented

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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 (loss) income 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 (loss) income in the annual budgeting process and subsequent monitoring of budget versus actual results, as well as in assessing the return on consolidated total assets.

Marqeta, Inc.

1 unchanged sentence

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

The CODM assesses performance and decides how to allocate resources based on consolidated net income (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 (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.

The following is the information used by the CODM in assessing segment performance:

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Interest income 33,216 53,411 52,613

Other income (expense) ( 865 ) ( 173 ) 5,097

Other expense

( 115 ) ( 865 ) ( 173 )

Income tax expense (benefit) 596 793 ( 7,613 )

Segment and consolidated net income (loss) 1

Segment and consolidated net (loss) income (1)

$ ( 13,925 ) $ 27,287 $ ( 222,962 )

1 - The Company operates as a single reportable segment that is managed on a consolidated basis, therefore the Company’s segment net income (loss) is the same as the Company’s consolidated net income (loss).

(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.

For the years ended December 31, 2025, 2024, and 2023, net revenue outside of the United States, based on the billing address of the customer, was 14 %, 10 %, and 5 %, respectively.

As of December 31, 2024 and 2023, long-lived assets located outside of the United States were not material and not used by the CODM in assessing and evaluating financial performance and allocating resources.

Related Party Transactions

The Company may enter into transactions with related parties.

The Company had an equity method investment in a private company, which was a related party up until the investment was sold in October 2022.

During the year December 31, 2022, the Company earned net revenue of $ 2.7 million from the private company.

Marqeta, Inc.

Notes to Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

Subsequent Event

On February 26, 2025, the Company announced that the board of directors has appointed Michael (Mike) Milotich as Interim Chief Executive Officer (Principal Executive Officer), effective immediately.

Milotich will also continue to serve in his current role of Chief Financial Officer.

Milotich succeeds Simon Khalaf, who has stepped down as Chief Executive Officer and as a director as of February 24, 2025.

Milotich will continue to serve as the Company’s Principal Financial Officer and Principal Accounting Officer while he serves as Chief Executive Officer in an interim capacity until a successor for such position is appointed.

Khalaf is eligible to receive the benefits specified in the Marqeta Executive Severance Plan, if the conditions specified in such plan are met.

The Company does not consider these benefits material.

As of December 31, 2025 and 2024, tangible long-lived assets located outside of the United States were not material and not used by the CODM in assessing and evaluating financial performance and allocating resources.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

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 8. Financial Statements and Supplementary Data