What changed in this filing

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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-26 · 87 added, 55 removed, 148 unchanged (49% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Annual Report on Form 10-K.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Annual Report on Form 10-K.

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

6 unchanged sentences

Based on that assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2025.

As disclosed in Note 4 “Business Combinations”, to the consolidated financial statements, we acquired TransactPay during the year ended December 31, 2025.

Pursuant to SEC rules, companies are permitted to exclude acquisitions from their assessment of the effectiveness of internal control over financial reporting for the fiscal year in which the acquisition occurs.

Accordingly, management excluded TransactPay from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2025.

TransactPay’s total assets, principally consisted of restricted cash associated with card and electronic money wallet programs (fully offset by corresponding liabilities to customers), represented approximately 21% of our consolidated total assets as of December 31, 2025.

TransactPay’s revenue represented approximately 1% of our consolidated net revenues for the year ended December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by KPMG, LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) during the fourth quarter of fiscal 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, except as described below.

Material Weakness Remediation

As previously disclosed with the audit of our consolidated financial statements for the year ended December 31, 2023, we identified the following material weaknesses:

In the period ended March 31, 2023, management identified a material weakness related to the accounting for our acquisition of Power Finance, including a lack of sufficient precision in the performance of reviews supporting the purchase price allocation accounting, and a lack of timely oversight over third-party specialists and the reports they produced to support the accounting for the Power Finance acquisition.

For the period ended December 31, 2023, management identified a material weakness related to information technology general controls in user access over certain information technology systems that support the Company’s revenue and related financial reporting processes.

During the year ended December 31, 2024, the Company implemented measures designed to remediate the control deficiencies contributing to the material weaknesses.

These remediation actions included refining the design of our review controls surrounding purchase price allocation accounting—providing more robust oversight of third-party specialists’ work and improving the precision of management review activities—as well as conducting additional training and awareness programs addressing user access requirements and policies, increasing oversight and verification of user access controls, and implementing new tools to administer user access more effectively.

These efforts resulted in the remediation of the previously identified material weaknesses as of December 31, 2024.

In connection with our acquisition of TransactPay, we are reviewing its internal controls and are implementing changes as deemed necessary.

Except for the changes in internal controls related to TransactPay, there were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

4 unchanged sentences

Other Information

(b) During the last fiscal quarter of 2024, no director or officer, as defined in Rule 16a-1(f) of the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

(b) On November 20, 2025 , Elaine Paul , a member of our board of directors , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 37,330 shares of our Class A common stock.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

The duration of the trading arrangement is until November 30, 2026 , or earlier if all transactions under the trading arrangement are completed, but in no case earlier than one year, or later than two years, from November 20, 2025.

No other officers, as defined in Rule 16a-1(f), or directors adopted or terminated a Rule 10b5-1 trading arrangement or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during our last fiscal quarter.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

25 unchanged sentences

4.2 May 14, 2021

4.3 Warrant to Purchase Stock issued to Comerica Ventures Incorporated by the Registrant, dated October 11, 2013.

4.3 May 14, 2021

4.4 Warrant to Purchase Stock issued to Comerica Ventures Incorporated by the Registrant, dated October 11, 2013 .

4.4 May 14, 2021

4.5† Warrant to Purchase Common Stock issued to Uber Technologies, Inc.

by the Registrant, dated September 15, 2020, as amended on January 7, 2021.

4.7 May 24, 2021

4.6† Warrant to Purchase Common Stock issued to Square, Inc.

by the Registrant, dated March 13, 2021.

4.8 May 14, 2021

4.7† Warrant to Purchase Common Stock issued to Ramp Business Corporation by the Registrant, dated March 31, 2021.

4.9 May 24, 2021

Description of the Registrant’s Securities.

17 unchanged sentences

10.12 May 14, 2021

F orm of E mploye e Ret ention Letter.

Offer Letters between the Registrant and Simon Khalaf dated May 25, 2022 and January 26, 2023.

February 28, 2023

Offer Letter between the Registrant and Mike Milotich dated February 3, 2022.

Separation Agreement by and between Marqeta, Inc.

and Simon Khalaf, dated March 1, 2025.

Offer Letter between the Registrant and Michael ( Mike ) Milotich dated February 3, 2022.

10-K 001-40465

10.16 March 11, 2022

Offer Letter between the Registrant and Randy Kern dated May 20, 2021.

February 28, 2023

Transition Agreement by and between Marqeta, Inc.

and Randy Kern, dated November 8, 2024.

Offer Letter between the Registrant and Michael (Mike) Milotich dated September 8, 2025.

001-40465 10.2

November 5, 2025

3 unchanged sentences

001-40465 10.4

O ffer Letter between the Registrant and Patti Kangwankij, dated January 6, 2026.

Lease Agreement by and between the Registrant and MACH II 180 LLC, dated on or about March 1, 2016, as amended on November 8, 2017, March 14, 2019, and November 7, 2019.

1 unchanged sentence

February 28, 2024

Fourth Amendment to Lease, by and between Marqeta, Inc.

and 180 Grand, LLC, dated as of April 10, 2025.

001-40465 10.1

August 6, 2025

Master Services Agreement by and between the Registrant and Square, Inc., dated April 19, 2016, as amended on September 1, 2016, October 18, 2016, December 24, 2016, June 30, 2017, August 2, 2017, October 1, 2017, April 1, 2018, June 6, 2019, September 20, 2019, February 7, 2020, November 18, 2020, November 18, 2020, March 13, 2021, May 21, 2021, January 27, 2022, and March 1, 2023.

1 unchanged sentence

Amendment No.

2 7 to the Master Services Agreement by and between the Registrant and Block, Inc.

dated January 22, 2026 .

Amendment No.

26 to the Master Services Agreement by and between the Registrant and Block, Inc.

dated August 11, 2025 and effective as of June 30, 2025.

001-40465 10.1

November 5, 2025

Amendment No.

25 to the Master Services Agreement by and between the Registrant and Block, Inc.

dated March 26, 2025.

001-40465 10.1

Amendment No.

24 to the Master Services Agreement by and between the Registrant and Block, Inc.

dated February 28, 2025.

001-40465 10.2

Amendment No.

23 to the Master Services Agreement by and between the Registrant and Square, Inc.

dated December 18, 2024.

A mendment No.

001-40465 10.17

February 26, 2025

Amendment No.

22 to the Master Services Agreement by and between the Registrant and Square, Inc.

dated October 28, 2024.

A mendment No.

001-40465 10.18

February 26, 2025

Amendment No.

21 to the Master Services Agreement by and between the Registrant and Square, Inc.

dated October 4, 2024.

A mendmen t to Amendment No .

001-40465 10.19

February 26, 2025

Amendment to Amendment No.

19 to the Master Services Agreement by and between the Registrant and Square, Inc.

17 unchanged sentences

August 11, 2023

Amended and Restated Prepaid Card Program Manager Agreement by and between the Registrant and Sutton Bank, dated April 1, 2016, as amended on December 31, 2017, September 1, 2018, August 1, 2020, July 1, 2021, and January 23, 2023.

Amended and Restated Card Program Manager Agreement by and between the Registrant and Sutton Bank, dated April 1, 2016, as amended on December 31, 2017, September 1, 2018, August 1, 2020, July 1, 2021, and January 23, 2023.

001-40465 10.1

August 8, 2023

Eighth Amendment to the Prepaid Card Program Manager Agreement by and between the Registrant and Sutton Bank, dated November 15, 2024.

Seventh Amendment to the Amended and Restated Prepaid Card Program Manager Agreement by and between the Registrant and Sutton Bank, dated April 4, 2024.

Tenth Amendment to the Amended and Restated Card Program Manager Agreement by and between the Registrant and Sutton Bank, effective as of January 15, 2026 .

Nin th Amendment to the Amended and Restated Card Program Manager Agreement by and between the Registrant and Sutton Bank, effective as of January 15, 202 6 .

Eighth Amendment to the Amended and Restated Card Program Manager Agreement by and between the Registrant and Sutton Bank, dated November 15, 2024.

001-40465 10.25

Addendum to the Amended and Restated Prepaid Card Program Manager Agreement by and between the Registrant and Sutton Bank, dated January 19, 2024.

February 26, 2025

Seventh Amendment to the Amended and Restated Card Program Manager Agreement by and between the Registrant and Sutton Bank, dated April 4, 2024.

001-40465 10.1

Addendum to the Amended and Restated Card Program Manager Agreement by and between the Registrant and Sutton Bank, dated January 19, 2024.

001-40465 10.2

Letter from Ernst & Young LLP dated March 7, 2024.

2 unchanged sentences

Insider Trading Policy.

001-40465 19.1

February 26, 2025

21.1* Subsidiaries of the Registrant.

2 unchanged sentences

24.1* Power of Attorney (incorporated by reference to the signature page to this Annual Report on Form 10-K)

31.1* Certification of the Principal Executive and Financial Officer, pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1** Certification of the Principal Executive and Financial Officer, pursuant to 18 U.S.C.

31.1* Certification of the Principal Executive Officer, pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Financial Officer, pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1** Certification of the Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Financial Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Compensation Recovery Policy.

20 unchanged sentences

Michael (Mike) Milotich

Interim Chief Executive Officer & Chief Financial Officer (Principal Executive, Financial, and Accounting Officer)

Chief Executive Officer (Principal Executive Officer)

February 24, 2026

/s/ Patti Kangwankij

Patti Kangwankij

Chief Financial Officer (Principal Financial Officer)

February 24, 2026

/s/ Sarah Barkema

Sarah Barkema

Chief Accounting Officer (Principal Accounting Officer)

POWER OF ATTORNEY

2 unchanged sentences

Signature Title Date

/s/ Michael (Mike) Milotich Interim Chief Executive Officer & Chief Financial Officer

February 26, 2025

Michael (Mike) Milotich (Principal Executive, Financial, and Accounting Officer)

/s/ Judson Linville Director February 26, 2025

Judson Linville

/s/ Najuma Atkinson

Director February 26, 2025

/s/ Michael (Mike) Milotich Chief Executive Officer February 24, 2026

Michael (Mike) Milotich (Principal Executive Officer)

/s/ Patti Kangwankij Chief Financial Officer February 24, 2026

Patti Kangwankij (Principal Financial Officer)

/s/ Sarah Barkema Chief Accounting Officer February 24, 2026

Sarah Barkema (Principal Accounting Officer)

/s/ Najuma Atkinson Director February 24, 2026

Najuma Atkinson

/s/ Alpesh Chokshi

Director February 26, 2025

/s/ Alpesh Chokshi Director February 24, 2026

Alpesh Chokshi

1 unchanged sentence

Martha Cummings

/s/ Jason Gardner

Director February 26, 2025

/s/ Jason Gardner Director February 24, 2026

Jason Gardner

Director February 26, 2025

/s/ Kiran Prasad

Director February 26, 2025

/s/ Helen Riley

Director February 26, 2025

/s/ Godfrey Sullivan Director February 26, 2025

Godfrey Sullivan

Mark Graf Director February 24, 2026

/s/ Judson Linville Director February 24, 2026

Judson Linville

/s/ Elaine Paul Director February 24, 2026

/s/ Kiran Prasad Director February 24, 2026

/s/ Wendy Thomas Director February 24, 2026

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 9A. Controls and Procedures