Marqeta, Inc. 10-K

Item 8. Financial Statements and Supplementary Data MARQETA, INC. FORM 10-K INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Registered Independent Public Accounting Firm (PCAOB ID: 185 ) 64 Report of Predecessor Auditor (PCAOB ID: 42) 67 Consolidated Balance Sheets 68 Consolidated Statements of Operations and Comprehensive (loss) Income 69 Consolidated Statements of Stockholders’ Equity 70 Consolidated Statements of Cash Flows 71 Notes to Consolidated Financial Statements 73 63 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors Marqeta, Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting 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, 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 The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. 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. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. 64 Table of Contents Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue share For the year ended December 31, 2025, the Company’s net revenue was $624.9 million. As described in Note 2 to the consolidated financial statements, the Company's contracts with customers typically include provisions under which the Company shares a portion of 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. 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. The computation of revenue share amounts involved complexity, specifically the identification and evaluation of multiple data elements which can vary across different customer contracts and require manual processing given the underlying contract’s non-standard nature which impacted the extent of audit effort. The following are the primary procedures we performed to address this critical audit matter. 65 Table of Contents • We evaluated the design and tested the operating effectiveness of certain internal controls related to the review of the Company’s revenue share calculation, including evaluating the completeness and accuracy of data elements used in the performance of this control. • For a sample of monthly net revenue amounts recorded by customer, we independently evaluated the computation of revenue share applied in the calculation of net revenue by agreeing relevant data elements to contractual terms within executed contracts and other internal source documents detailing processing volume and fees resulting from interchange and issuing banks. We compared the result of our independently evaluated net revenue amounts to the amounts recorded by the Company. • For a further selection of December monthly net revenue amounts recorded by customer, we reviewed the Company’s computation of revenue share and resulting net revenue and agreed relevant data elements to contractual terms within executed contracts and other relevant internal source documents. /s/ KPMG LLP We have served as the Company’s auditor since 2024. San Francisco, California February 24, 2026 66 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Marqeta, Inc. Opinion on the Financial Statements 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. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and 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 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 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 We served as the Company’s auditor from 2018 to 2024. San Mateo, California February 28, 2024, except for Note 17, as to which the date is February 26, 2025 67 Table of Contents Marqeta, Inc. Consolidated Balance Sheets (in thousands, except per share amounts) As of December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 709,443 $ 923,016 Restricted cash 307,593 8,500 Short-term investments 62,483 179,409 Accounts receivable, net 41,422 29,988 Settlements receivable, net 18,037 16,203 Network incentives receivable 61,059 66,776 Prepaid expenses and other current assets 35,278 25,405 Total current assets 1,235,315 1,249,297 Operating lease right-of-use assets, net 8,275 2,712 Property and equipment, net 59,910 37,523 Intangible assets, net 51,388 29,774 Goodwill 154,706 123,523 Other assets 15,439 20,375 Total assets $ 1,525,033 $ 1,463,204 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 1,847 $ 527 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 Total current liabilities 749,057 370,985 Operating lease liabilities, net of current portion 5,535 870 Other liabilities 8,484 6,331 Total liabilities 763,076 378,186 Commitments and contingencies (Note 10) Stockholders’ equity: Preferred stock, $ 0.0001 par value; 100,000 and 100,000 shares authorized, no shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively — — Common stock, $ 0.0001 par value: 1,500,000 and 1,500,000 Class A shares authorized, 399,392 and 470,824 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively. 600,000 and 600,000 Class B shares authorized, 32,864 and 33,472 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively 43 50 Additional paid-in capital 1,572,238 1,883,190 Accumulated other comprehensive income (loss) 1,509 ( 314 ) Accumulated deficit ( 811,833 ) ( 797,908 ) Total stockholders’ equity 761,957 1,085,018 Total liabilities and stockholders’ equity $ 1,525,033 $ 1,463,204 See accompanying notes to Consolidated Financial Statements. 68 Table of Contents Marqeta, Inc. Consolidated Statements of Operations and Comprehensive (Loss) Income (in thousands, except share and per share amounts) Year Ended December 31, 2025 2024 2023 Net revenue $ 624,884 $ 506,995 $ 676,171 Costs of revenue 187,612 155,146 346,657 Gross profit 437,272 351,849 329,514 Operating expenses (benefit): Compensation and benefits 340,419 397,595 446,381 Technology 65,005 60,059 55,612 Professional services 21,879 20,057 21,679 Occupancy 3,766 5,995 4,361 Depreciation and amortization 27,163 17,460 10,741 Marketing and advertising 5,073 2,986 2,566 Other operating expenses 20,397 16,780 17,975 Executive chairman long-term performance award — ( 144,617 ) 53,214 Total operating expenses 483,702 376,315 612,529 Loss from operations ( 46,430 ) ( 24,466 ) ( 283,015 ) Other income, net 33,101 52,546 52,440 (Loss) income before income tax expense (benefit) ( 13,329 ) 28,080 ( 230,575 ) Income tax expense (benefit) 596 793 ( 7,613 ) Net (loss) income $ ( 13,925 ) $ 27,287 $ ( 222,962 ) Net (loss) income attributable to common stockholders $ ( 13,925 ) $ 27,287 $ ( 222,962 ) Other comprehensive income (loss), net of taxes: Change in foreign currency translation adjustment $ 2,066 $ ( 468 ) $ ( 40 ) Net change in unrealized (loss) gain on short-term investments ( 243 ) ( 608 ) 8,039 Net other comprehensive income (loss) 1,823 ( 1,076 ) 7,999 Comprehensive (loss) income $ ( 12,102 ) $ 26,211 $ ( 214,963 ) Net (loss) income per share attributable to Class A and Class B common stockholders Basic $ ( 0.03 ) $ 0.05 $ ( 0.42 ) Diluted $ ( 0.03 ) $ 0.05 $ ( 0.42 ) Weighted-average shares used in computing net (loss) income per share attributable to Class A and Class B common stockholders Basic 462,168 511,065 532,540 Diluted 462,168 518,845 532,540 See accompanying notes to Consolidated Financial Statements. 69 Table of Contents Marqeta, Inc. Consolidated Statements of Stockholders' Equity (in thousands) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (loss) Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance as of January 1, 2023 541,364 $ 53 $ 2,082,373 $ ( 7,237 ) $ ( 602,233 ) $ 1,472,956 Issuance of common stock upon exercise of options 3,353 1 5,398 — — 5,399 Repurchase of early exercised stock options ( 3 ) — — — — — Issuance of common stock under employee stock purchase plan 792 — 3,066 — — 3,066 Issuance of common stock upon net settlement of restricted stock units 9,347 1 ( 26,662 ) — — ( 26,661 ) Vesting of common stock warrants — — 8,715 — — 8,715 Share-based compensation expense — — 132,017 — — 132,017 Executive chairman long-term performance award — — 53,214 — — 53,214 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 Net loss — — — — ( 222,962 ) ( 222,962 ) Balance as of December 31, 2023 520,343 52 2,067,776 762 ( 825,195 ) 1,243,395 Issuance of common stock upon exercise of options 185 — 203 — — 203 Issuance of common stock under employee stock purchase plan 656 — 2,715 — — 2,715 Issuance of common stock upon net settlement of restricted stock units 11,505 1 ( 35,408 ) — — ( 35,407 ) Vesting of common stock warrants — — 2,422 — — 2,422 Share-based compensation expense — — 143,621 — — 143,621 Executive chairman long-term performance award — — ( 144,617 ) — — ( 144,617 ) Repurchase and retirement of common stock, including excise tax ( 28,393 ) ( 3 ) ( 153,522 ) — — ( 153,525 ) Change in accumulated other comprehensive income (loss) — — — ( 1,076 ) — ( 1,076 ) Net income — — — — 27,287 27,287 Balance as of December 31, 2024 504,296 $ 50 $ 1,883,190 $ ( 314 ) $ ( 797,908 ) $ 1,085,018 Issuance of common stock upon exercise of options 506 $ — $ 1,663 $ — $ — $ 1,663 Issuance of common stock under employee stock purchase plan 567 — 2,101 — — 2,101 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 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 loss — — — — ( 13,925 ) ( 13,925 ) Balance as of December 31, 2025 432,256 $ 43 $ 1,572,238 $ 1,509 $ ( 811,833 ) $ 761,957 See accompanying notes to Consolidated Financial Statements. 70 Table of Contents Marqeta, Inc. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net (loss) income $ ( 13,925 ) $ 27,287 $ ( 222,962 ) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Share-based compensation expense 104,788 136,562 127,525 Depreciation and amortization 27,163 17,460 10,741 Non-cash operating leases expense 2,266 1,756 2,527 Amortization of premium on short-term investments ( 755 ) ( 3,232 ) ( 4,495 ) Executive chairman long-term performance award — ( 144,617 ) 53,214 Non-cash postcombination compensation expense — — 32,430 Other 558 1,669 736 Changes in operating assets and liabilities: Accounts receivable ( 8,864 ) ( 11,202 ) ( 4,556 ) Settlements receivable ( 1,834 ) 13,719 ( 11,894 ) Network incentives receivable 5,717 ( 12,969 ) ( 11,146 ) Prepaid expenses and other assets ( 2,092 ) 462 7,900 Accounts payable ( 81 ) ( 350 ) ( 1,956 ) Revenue share payable 31,127 19,754 31,451 Accrued expenses and other liabilities 22,710 15,112 14,983 Operating lease liabilities ( 4,155 ) ( 3,241 ) ( 3,394 ) Net cash provided by operating activities 162,623 58,170 21,104 Cash flows from investing activities: Restricted cash acquired in business combination 229,650 — — Maturities of short-term investments 120,885 92,000 501,534 Cash paid for business acquisition, net of cash acquired ( 45,663 ) — ( 135,777 ) 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 — — 577,934 Realized loss on investments — — ( 94 ) Net cash provided by investing activities 271,111 70,788 38,516 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 77,256 — — 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 of acquisition-related contingent consideration — — ( 53,067 ) Net cash used in financing activities ( 347,319 ) ( 186,914 ) ( 261,794 ) Increase (decrease) in cash, cash equivalents, and restricted cash 86,415 ( 57,956 ) ( 202,174 ) Cash, cash equivalents, and restricted cash - Beginning of period 931,516 989,472 1,191,646 Cash, cash equivalents, and restricted cash - End of period $ 1,017,931 $ 931,516 $ 989,472 See accompanying notes to Consolidated Financial Statements. 71 Table of Contents Marqeta, Inc. Consolidated Statements of Cash Flow s (in thousands) Year Ended December 31, 2025 2024 2023 Reconciliation of cash, cash equivalents, and restricted cash Cash and cash equivalents $ 709,443 $ 923,016 $ 980,972 Restricted cash 307,593 8,500 8,500 Restricted cash, included in Other assets 895 — — Total cash, cash equivalents, and restricted cash $ 1,017,931 $ 931,516 $ 989,472 Supplemental disclosures of cash flow information: Cash paid for operating lease liabilities $ 4,995 $ 4,581 $ 4,239 Cash paid for income taxes $ 595 $ 396 $ 430 Supplemental disclosures of non-cash investing and financing activities: 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 Purchase of property and equipment accrued and not yet paid $ 1,192 $ 2,129 $ 113 See accompanying notes to Consolidated Financial Statements. 72 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) 1. Business Overview and Basis of Presentation Marqeta, Inc. (“the Company”) was incorporated in the state of Delaware in 2010 and creates digital payment technology for innovation leaders. The Company's modern card issuing platform empowers its customers to create customized and innovative payment card programs, giving them the configurability and flexibility to build better payment experiences. The Company provides all of its customers issuer processor services and for most of its customers it also acts as a card program manager. The Company primarily earns revenue from processing card transactions for its customers. Basis of Presentation The accompanying Consolidated Financial Statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make various estimates and assumptions relating to reported amounts of assets and liabilities, disclosure of contingent liabilities, and reported amounts of revenue and expenses. Significant estimates and assumptions include, but are not limited to, the fair value and useful lives of assets acquired and liabilities assumed through business combinations, the estimation of contingent liabilities, the fair value of equity awards and warrants, share-based compensation, the estimation of variable consideration in contracts with customers, the cumulative network incentive rate the Company expects to earn during the annual measurement period, 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, 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. 2. Summary of Significant Accounting Policies Business Combinations The Company allocates the purchase consideration for acquired companies to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess recorded to goodwill. These estimates are inherently uncertain and subject to refinement. 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. 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 (Loss) Income. 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. 73 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) Restricted Cash 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 can include U.S. treasury securities, U.S. 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 74 Table of Contents 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 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 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 (Loss) Income. Accounts Receivable Accounts receivable are recorded at the invoiced amount, net of an allowance for credit losses and do not earn interest. The Company estimates an allowance for accounts receivable based on its assessment of the collectability of accounts by considering its historical accounts receivable collection experience for each customer, the age of each outstanding invoice, and an evaluation of current expected risk of credit loss based on current economic conditions and reasonable and supportable forecasts of future economic conditions over the life of the receivable. The Company assesses collectability on an individual basis when it identifies specific customers with collectability issues, and on an aggregated basis by reviewing accounts receivable where similar characteristics exist. As of December 31, 2025 and 2024, the combined general and specific allowance for accounts receivable was $ 2.9 million and $ 2.4 million, respectively. Settlements Receivable 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 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. The Company does not generate revenue from Issuing Banks. Lease Obligations The Company measures lease liabilities based on the present value of the total lease payments not yet paid discounted based on the Company’s incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. The Company measures right-of-use assets based on the corresponding lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs the Company incurs and (iii) tenant incentives under the lease. 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 (Loss) Income on a straight-line basis over the lease term and records variable lease payments as incurred. The Company has no finance leases. 75 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) Property and Equipment Property and equipment is stated at cost, less accumulated depreciation and amortization. The Company uses the straight-line method of depreciation and amortization over the estimated useful lives of the assets; generally three to five years for computer equipment, and furniture and fixtures. Leasehold improvements are amortized over the shorter of the lease term, excluding renewal periods, or the estimated useful life of the leasehold improvement. The Company capitalizes internal and external direct costs incurred related to obtaining or developing internal-use software. Costs incurred during the application development stage are capitalized and are amortized using the straight-line method over the estimated useful lives of the software, generally three years commencing on the first day of the month following when the software is ready for its intended use. 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 in the Consolidated Statements of Operations and Comprehensive (Loss) Income. Goodwill The excess purchase price over the fair value of identifiable net assets acquired is recorded as goodwill. Goodwill amounts are not amortized. Intangible Assets 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. Impairment 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. Such testing is performed at the reporting unit level. Management has the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount, including goodwill. If it is determined that it is more likely than not that the fair value of the reporting unit is less than the carrying amount, a quantitative assessment is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The Company also has the option to bypass the qualitative assessment and perform the quantitative assessment. 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. 76 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) 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 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. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation. Certain customer contracts require the Company to allocate the transaction price of the contract based on the relative stand-alone selling price of the performance obligations which are based on prices at which the Company separately sells each service or estimated using an analysis of the Company’s historical contract pricing and costs incurred to fulfill its services. The Company generates revenue from providing platform services and other services as described below. Platform Services The Company delivers an integrated payment processing platform to its customers. The Company’s primary performance obligation is to provide customers continuous access to the Company’s platform used to process all customers’ transactions as needed. 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 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. The Company accounts for these Interchange Fees as revenue earned from its customers for performance obligations where the Company controls the services before delivery to the customer. The Company’s platform services revenue also includes processing and other transaction fees from transactions that are based on either a percentage of processing volume or a fee per transaction basis. The Company’s platform services revenue primarily consists of stand-ready obligations which are satisfied over time and are accounted for as a series of distinct services that are substantially the same and have the same pattern of transfer to customers. The Company recognizes revenue when the promised services are complete, and its performance obligations are satisfied. Platform services are considered complete when the Company has authorized the transaction, validated that the transaction has no errors, and accepted and posted the data to its records. The Company allocates variable consideration to the distinct period in which the platform services are delivered. When pricing terms are not consistent throughout the entire term of the contract, the Company estimates variable consideration in its customer contracts primarily using the expected value method. The standard term of the customer contracts ranges from three to five years , with automatic renewal for successive one-year periods thereafter unless either party provides written notice of its intent not to renew. The Company develops estimates of variable consideration on the basis of both historical information and current trends and does not expect or anticipate significant reversal of revenue in the future periods. 77 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) For net revenue generated from customer arrangements that involve third parties, the Company determines whether it has promised to provide the specified service itself (as principal) or to arrange for the specified service to be provided by another party (as an agent). This determination depends on the facts and circumstance of each arrangement, and in some instances, involves significant judgment. In order to deliver an integrated payment processing platform to its customers, the Company works with Issuing Banks and Card Networks in various capacities. 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 (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 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. Other Services Revenue 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 customers. The Company offers certain customers the option to purchase physical cards at a discount. The Company has concluded that the discount does not constitute a future material right because the discount is within a range typically offered to the class of customers. Therefore, the Company accounts for the discount as a reduction to revenue when the Company delivers the ordered cards to the customers. Contract Assets and Deferred Revenue 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. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. 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 78 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) 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 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. The Company's contracts with Card Networks and Issuing Banks typically have terms ranging from three to five years , which may be renewed in one-year to two-year increments as agreed by both parties. Advertising Costs The Company expenses advertising costs as they are incurred. Advertising expenses for the years ended December 31, 2025, 2024, and 2023, were $ 4.2 million, $ 2.3 million, and $ 1.5 million, respectively. Research and Development Costs 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 79 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) 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. The Company generally recognizes compensation expense using a straight-line amortization method over the respective vesting period. The PSUs granted vest over three years and have a one year performance period with one-third of the PSUs subject to cliff vesting following the completion of the performance period, then vesting in equal quarterly installments thereafter. Over the performance period, the number of PSUs that may be issued and the related share-based compensation expense that is recognized is adjusted upward or downward based upon the probability of achieving the approved performance targets against the performance metrics. 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. The Company accounts for forfeitures as they occur. Defined Contribution Plans The Company maintains defined contribution plans for eligible employees, including a 401(k) plan that covers substantially all of its U.S. based employees and to which the Company provides a matching contribution of 50 % of the first 6 % of compensation that an employee contributes. The matching contribution vests immediately. Restructuring 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. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers the available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized. If the Company determines that it is able to realize its deferred tax assets in the future in excess of the net recorded amount, the Company decreases the deferred tax asset valuation allowance, which reduces the income tax expense. 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 (Loss) Income. 80 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) 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 The Company may be involved in various lawsuits, claims, and proceedings that arise in the ordinary course of business. The Company records a liability for these when it believes it is probable that it has incurred a loss, and the Company can reasonably estimate the loss. The Company regularly evaluates current information to determine whether it should adjust a recorded liability or record a new one. If a loss is reasonably possible and the loss or range of loss can be reasonably estimated, the Company discloses the possible loss in the accompanying notes to the Consolidated Financial Statements. Judgment is required to determine both the probability and the estimated amount. Fair Value Measurements Fair value is an exit price, representing the price that would be received to sell the financial asset or paid to transfer the financial liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy includes a three-level classification, which is based on whether the inputs to the valuation methodology used for measurement are observable: • Level 1 ‑ Inputs are quoted prices in active markets for identical assets as of the reporting date; • Level 2 ‑ Inputs other than Level 1 that are observable, either directly or indirectly; or • Level 3 ‑ Unobservable pricing inputs in the market. When developing fair value measurements, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. In instances where the Company lacks observable inputs in the market to measure the fair value of an asset or liability, the Company may use unobservable inputs which requires greater judgment in measuring fair value. 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, 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 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 The functional currency of the Company’s foreign subsidiaries is its respective local currency. For these foreign entities, the Company translates the financial statements into U.S. 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) 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. 81 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) Recently Adopted Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The 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. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (“ASU 2024-03”). ASU 2024-03 is intended to improve disclosures about a public business entity's expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The amendments in this ASU are effective for the Company in fiscal 2027 on a retrospective basis, with early adoption permitted. The Company is currently evaluating the operational and financial reporting implications of this standard. In September 2025, the FASB issued Accounting Standards Update No. 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” ("ASU 2025-06"). ASU 2025-06 modernizes the accounting for internal-use software costs by increasing the operability of the recognition guidance considering different methods of software development. ASU 2025-06 can be applied prospectively, retrospectively, or with a modified transition approach, and is effective for the Company for annual reporting as well as interim period reporting beginning in fiscal year 2028 with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and disclosures. 3. Revenue Disaggregation of Revenue The following table provides information about disaggregated revenue from customers: Year Ended December 31, 2025 2024 2023 Platform services revenue, net $ 594,137 $ 481,665 $ 654,553 Other services revenue 30,747 25,330 21,618 Total net revenue $ 624,884 $ 506,995 $ 676,171 Contract Balances The following table provides information about contract assets and deferred revenue: Contract balance Balance sheet line reference December 31, 2025 December 31, 2024 Contract assets - current Prepaid expenses and other current assets $ 4,021 $ 1,605 Contract assets - non-current Other assets 6,688 10,981 Total contract assets $ 10,709 $ 12,586 Deferred revenue - current Accrued expenses and other current liabilities $ 11,762 $ 13,593 Deferred revenue - non-current Other liabilities 2,640 4,779 Total deferred revenue $ 14,402 $ 18,372 82 Table of Contents 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. Remaining Performance Obligations The Company has performance obligations associated with commitments in customer contracts for future stand-ready obligations to process transactions throughout the contractual term. As of December 31, 2025, the aggregate amount of the transaction price allocated to our remaining performance obligations was $ 42.2 million. The Company expects to recognize approximately 70 % within two years and the remaining 30 % over the next three to five years . 4. Business Combinations TransactPay 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) $ 54,016 Holdback consideration 2,301 Fair value of contingent consideration 3,595 Other ( 12 ) Total preliminary purchase price $ 59,900 (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: 83 Table of Contents 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. 84 Table of Contents 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 229,635 Accounts payable 1,220 Operating lease liabilities 2,541 Accrued expenses and other current liabilities 5,900 Other liabilities 4,106 Total liabilities assumed 243,402 Net tangible assets acquired 1,684 Customer relationships 6,903 EMI licenses 21,399 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. 85 Table of Contents 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. EMI Licenses The EMI licenses, which permit the issuance of e-money in relevant jurisdictions, have no fixed expiration date and can be renewed indefinitely, provided ongoing regulatory requirements, such as periodic filings and payment of required fees, are met. Accordingly, these are classified as indefinite-lived intangible assets and are not subject to amortization but will be tested for impairment annually or more frequently if indicators exist. The fair value of the EMI licenses was determined using the income approach, specifically the “with-and-without” method, which estimates the incremental economic benefit attributable to the licenses by comparing the present value of projected cash flows with and without the licenses in place. Goodwill The goodwill is attributable to expected synergies. The acquisition is a non-taxable business combination and goodwill recognized in the acquisition is not deductible for tax purposes. Acquisition Costs The Company incurred approximately $ 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. On February 3, 2023, the Company acquired all outstanding stock of Power Finance Inc. (“Power Finance”) for a base cash purchase price of $ 221.9 million. The purchase price does not include $ 53.1 million of contingent consideration tied to performance-based goals which were expected to be achieved within 12 months from the date of acquisition. The Company determined the acquisition-date fair value of the contingent consideration liability, based on the likelihood of payment related to the contingent earn-out clauses, as part of the consideration transferred. Power Finance’s cloud-based platform offers credit card program management services for companies creating new credit card programs. 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: Base purchase price less contingent consideration $ 221,933 Less: postcombination cash, non-cash expense and other purchase adjustments 118,447 Plus: cash acquired on acquisition date 7,089 Total purchase consideration, excluding contingent consideration 110,575 Contingent consideration 53,067 Purchase consideration $ 163,642 86 Table of Contents 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 $ 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. The final $ 163.6 million purchase consideration was attributed to $ 41.0 million of developed technology intangible assets (to be amortized over an estimated useful life of 7 years), $ 8.0 million of deferred tax liabilities, and $ 7.1 million of net assets acquired, with the $ 123.5 million excess of purchase consideration over the fair value of assets acquired and liabilities assumed recorded as goodwill. The fair value of the developed technology intangible assets was estimated using the multi-period excess earnings method (“MPEEM”), a form of the income approach. The principle behind this method is that the value of the intangible asset is equal to the present value of the after-tax cash flows attributable to the intangible asset. The Company applied judgment which involved the use of certain assumptions with respect of the revenue and EBITDA forecasts, obsolescence rate, and discount rate. The goodwill recognized was primarily attributable to the expected synergies from integrating Power Finance’s technology into the Company’s platform. Goodwill was not considered deductible for tax purposes. The financial results of Power Finance are included in the Company’s Consolidated Financial Statements from the date of acquisition. 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 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 $ 53.1 million in contingent consideration upon achievement of the related performance-based milestones during the second quarter of 2023. 5. Goodwill and Intangible Assets Goodwill Goodwill consisted of the following: Balance as of December 31, 2023 and 2024 $ 123,523 Goodwill from acquisition of TransactPay 29,914 Foreign currency adjustment 1,269 Balance as of December 31, 2025 $ 154,706 There were no changes to goodwill during the year ended December 31, 2024. 87 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) Intangibles Assets, net Intangible assets consisted of the following as of the dates presented: December 31, 2025 December 31, 2024 Finite-lived Intangible assets: Developed technology $ 41,000 $ 41,000 Customer relationships (1) 7,059 — Total finite-lives Intangible assets gross 48,059 41,000 Accumulated amortization ( 18,554 ) ( 11,226 ) Total finite-lived Intangible assets, net 29,505 29,774 Indefinite-lived Intangible assets: EMI licenses (1) 21,883 — 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, 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: 2026 $ 9,394 2027 7,909 2028 5,857 2029 5,857 2030 488 Total expected future amortization expense for intangible assets $ 29,505 6. Short-term Investments 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 Estimated Fair Value Short-term Investments U.S. treasury securities $ 55,955 $ 132 $ 56,087 Asset-backed securities 6,364 32 6,396 Total short-term investments $ 62,319 $ 164 $ 62,483 88 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) December 31, 2024 Amortized Cost Unrealized Gain Estimated Fair Value Short-term Investments U.S. treasury securities $ 168,504 $ 396 $ 168,900 Asset-backed securities 10,444 65 10,509 Total short-term investments $ 178,948 $ 461 $ 179,409 The Company did no t have any short-term investments in unrealized loss positions as of 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 (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: December 31, 2025 December 31, 2024 Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Due within one year $ 55,955 $ 56,087 $ 112,750 $ 113,015 Due after one year through five years 6,364 6,396 66,198 66,394 Total $ 62,319 $ 62,483 $ 178,948 $ 179,409 7. Fair Value Measurements The following tables present the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis: December 31, 2025 Level 1 Level 2 Level 3 Total Fair Value Cash equivalents U.S. treasury bills $ 292,381 $ — $ — $ 292,381 Money market funds 96,042 — — 96,042 Commercial paper — 41,450 — 41,450 Certificates of deposit — 35,213 — 35,213 Corporate debt securities — 16,059 — 16,059 Short-term investments U.S. treasury securities 56,087 — — 56,087 Asset-backed securities — 6,396 — 6,396 Restricted cash Money market funds 45,786 — — 45,786 Total assets measured at fair value $ 490,296 $ 99,118 $ — $ 589,414 89 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) December 31, 2024 Level 1 Level 2 Level 3 Total Fair Value Cash equivalents Money market funds $ 458,195 $ — $ — $ 458,195 U.S. treasury bills 214,189 — — 214,189 Corporate debt securities — 53,238 — 53,238 Certificates of deposit — 25,779 — 25,779 Commercial paper — 8,028 — 8,028 Short-term investments U.S. treasury securities 168,900 — — 168,900 Asset-backed securities — 10,509 — 10,509 Total assets measured at fair value $ 841,284 $ 97,554 $ — $ 938,838 The Company classifies money market funds, U.S. treasury bills, U.S. treasury securities, U.S. agency securities, asset-backed securities, certificates of deposit, commercial paper and corporate debt securities within Level 1 or Level 2 of the fair value hierarchy because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. There were no transfers of financial instruments between the fair value hierarchy levels during the years ended December 31, 2025 and 2024. 90 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) 8. Certain Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2025 December 31, 2024 Prepaid expenses $ 8,619 $ 7,193 Contract assets 4,021 1,605 Prepaid hosting and data costs 3,850 4,247 Inventory 1,949 3,676 Prepaid insurance 1,739 1,786 Accrued interest receivable 1,387 4,018 Other current assets 13,713 2,880 Prepaid expenses and other current assets $ 35,278 $ 25,405 Property and Equipment, net Property and equipment consisted of the following: December 31, 2025 December 31, 2024 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 Total property and equipment, gross 108,221 67,350 Accumulated depreciation and amortization ( 48,311 ) ( 29,827 ) Property and equipment, net $ 59,910 $ 37,523 Depreciation and amortization expense related to property and equipment was $ 19.8 million, $ 11.6 million, and $ 5.4 million for the years ended December 31, 2025, 2024, and 2023, respectively. The Company capitalized $ 39.8 million and $ 25.9 million as internal-use software development costs during the years ended December 31, 2025 and 2024, respectively. Other Assets Other assets consisted of the following: December 31, 2025 December 31, 2024 Contract assets, noncurrent $ 6,688 $ 10,981 Deferred tax assets 542 396 Other noncurrent assets 8,209 8,998 Other assets $ 15,439 $ 20,375 91 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, 2025 December 31, 2024 Accrued costs of revenue $ 103,882 $ 85,745 Accrued compensation and benefits 47,702 45,754 Deferred revenue 11,762 13,593 Accrued tax liabilities 8,966 5,434 Due to Issuing Banks 7,721 7,721 Contingent consideration liability (see Note 4) 3,677 — Operating lease liabilities, current portion 3,022 4,627 Holdback consideration liability (see Note 4) 2,353 — Accrued professional services 2,308 3,567 Reserve for contract contingencies and processing errors — 1,862 Other accrued liabilities 24,400 8,756 Accrued expenses and other current liabilities $ 215,793 $ 177,059 Other Liabilities Other liabilities consisted of the following: December 31, 2025 December 31, 2024 Deferred revenue, net of current portion $ 2,640 $ 4,779 Other long-term liabilities 5,844 1,552 Other liabilities $ 8,484 $ 6,331 9. Leases 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. 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. 92 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (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: Year Ended December 31, 2025 2024 2023 Operating lease cost $ 2,596 $ 3,372 $ 3,372 Variable lease cost 633 643 490 Short-term lease cost 836 483 247 Operating lease impairment — 1,443 — Total lease cost $ 4,065 $ 5,941 $ 4,109 The Company does not have any sublease income and the Company’s lease agreements do not contain any residual value guarantees or material restrictive covenants. The weighted average remaining operating lease term and the weighted average discount rate used in the calculation of the Company's lease assets and lease liabilities were as follows: December 31, 2025 December 31, 2024 Weighted average remaining operating lease term (in years) 4.1 1.1 Weighted average discount rate 4.5 % 7.6 % Maturities of operating lease liabilities by year are as follows as of December 31, 2025: 2026 $ 3,391 2027 2,898 2028 1,195 2029 348 2030 and thereafter 1,626 Total lease payments $ 9,458 Less imputed interest ( 901 ) Total operating lease liabilities $ 8,557 10. Commitments and Contingencies 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. 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. 93 Table of Contents 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 As of December 31, 2025, the Company had non-cancellable purchase commitments with certain service providers and Issuing Banks of $ 107.1 million, payable over the next 3 years. These purchase obligations include $ 92.4 million related to minimum commitments as part of a cloud-computing service agreement. The remaining obligations are related to various service providers and Issuing Banks processing fees over the fixed, non-cancellable respective contract terms. Defined Contribution Plans 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. Legal Contingencies From time to time in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings. Given the unpredictable nature of legal proceedings, the Company bases its assessment on the information available at the time the financials are available to be issued. As additional information becomes available, the Company reassesses the probability of the loss contingency and the potential liability, and may revise the estimate. The Company is currently involved in the following matters: On December 9, 2024, a putative securities class action lawsuit, captioned Wai v. Marqeta, Inc., et al. , Case No. 24-cv-08874 (N.D. Cal.), was filed in federal court in the Northern District of California (“Court”) against the Company 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. On December 10, 2024, a second putative securities class action lawsuit, captioned Ford v. Marqeta, Inc., et al. , Case No. 24-cv-08892 (N.D. Cal.), was filed in the same Court against the same Defendants alleging violations of the same federal securities laws. The second lawsuit asserts similar theories of liability as the first lawsuit but alleges a broader putative class period of between May 7, 2024 and November 4, 2024 and some additional and/or different allegations on which the claims are based. Both lawsuits (collectively, the “Securities Actions”) seek to recover damages on behalf of shareholders who acquired shares of the Company’s common stock during their respective putative class periods. The Securities Actions have been consolidated into one consolidated securities litigation captioned In re Marqeta, Inc. Securities Litigation , Case No. 24-08874-YGR (N.D. Cal) and the Court has appointed a lead plaintiff and lead plaintiff’s counsel in the matter. On April 10, 2025, the lead plaintiff filed a consolidated amended complaint, which alleges a putative class period of between February 28, 2024 and November 4, 2024. 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. 94 Table of Contents 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. , Case No. 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. , Case No. 25-cv-01883 (N.D. Cal.) and Preciado v. Khalaf, et al. , Case No. 3:25-cv-02100 (N.D. Cal.) were filed on February 21, 2025 and February 27, 2025, respectively. All three putative shareholder derivative suits have been consolidated into one lawsuit captioned In re Marqeta, Inc. Derivative Litigation , Case No. 4:25-cv-01174-YGR (N.D. Cal). The consolidated derivative action is currently stayed pending developments in the consolidated Securities Actions. Settlement of Payment Transactions As described in Note 2, “Summary of Significant Accounting Policies,” pre-funding amounts deposited by program management customers into accounts maintained at Issuing Banks may only be used to settle customers’ payment transactions, and are not subject to 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. 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 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. 95 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) 11. Stock Incentive Plans 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 Statements of Operations and Comprehensive (Loss) Income and Consolidated Balance Sheet in the periods presented: Year Ended December 31, 2025 2024 2023 Restricted stock units $ 94,428 $ 107,699 $ 99,648 Stock options 6,001 23,732 26,323 Performance restricted stock units 3,562 4,041 — Employee Stock Purchase Plan 797 1,090 1,554 Share-based compensation recorded within Compensation and benefits 104,788 136,562 127,525 Executive chairman long-term performance award — ( 144,617 ) 53,214 Property and equipment (capitalized internal-use software) 11,176 7,059 4,492 Total share-based compensation expense (benefit) $ 115,964 $ ( 996 ) $ 185,231 Restricted Stock Units Restricted Stock Units 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 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. The PSUs granted vest over three years and have a one year performance period with one-third of the PSUs subject to cliff vesting following the completion of the performance period then vesting in equal quarterly installments thereafter. Over the performance period, the number of PSUs that may be issued and the related share-based compensation expense that is recognized is adjusted upward or downward based upon the probability of achieving the approved performance targets against the performance metrics. 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. 96 Table of Contents 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: Number of Units Weighted-average grant date fair value per share Balance as of December 31, 2023 38,178 $ 6.64 Granted 22,442 5.63 Vested ( 18,274 ) 6.66 Canceled and forfeited ( 8,540 ) 6.63 Balance as of December 31, 2024 33,806 $ 5.96 Granted 24,589 4.41 Vested ( 18,805 ) 5.78 Canceled and forfeited ( 10,504 ) 5.60 Balance as of December 31, 2025 29,086 $ 4.88 As of December 31, 2025, unrecognized compensation costs related to unvested RSUs and PSUs was $ 124.1 million. These costs are expected to be recognized over a weighted-average period of 1.7 years. Stock Options Under the Plans, the exercise price of a stock option shall not be less than the fair market value per share of the Company’s common stock on the date of grant (and not less than 110 % of the fair market value per share of common stock for grants to stockholders owning more than 10 % of the total combined voting power of all classes of stock of the Company, or a 10 % stockholder). 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). A summary of the Company's stock option activity under the Plans is as follows: Number of Options Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (1) Balance as of December 31, 2023 36,670 $ 16.09 7.45 $ 24,481 Granted — — Exercised ( 185 ) 1.10 Canceled and forfeited ( 21,523 ) 21.01 Balance as of December 31, 2024 14,962 $ 9.19 5.82 $ 5,819 Granted — — Exercised ( 506 ) 3.30 Canceled and forfeited ( 6,259 ) 12.72 Balance as of December 31, 2025 8,197 $ 6.86 5.73 $ 7,321 Exercisable as of December 31, 2025 (2) 7,567 $ 6.96 5.61 $ 7,321 Vested as of December 31, 2025 7,533 $ 6.96 5.61 $ 7,120 (1) Intrinsic value is calculated based on the difference between the exercise price of in-the-money-stock options and the fair value of the common stock as of the respective balance sheet dates. (2) The 2011 Plan allows for early exercise of stock options. Accordingly, options granted under this plan are included as exercisable stock options regardless of vesting status. 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. 97 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (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 (“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. 12. Stockholders’ Equity Transactions Warrants to Purchase Common Stock 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. All warrants have an exercise price of $ 0.01 per share. These warrants are classified as equity instruments and are treated as consideration payable to a customer. 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 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. 98 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) Share Repurchase Programs On September 14, 2022, the Company’s Board of Directors authorized a share repurchase program of up to $ 100 million of the Company’s Class A common stock beginning September 15, 2022 (“2022 Share Repurchase Program”). 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 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. 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 . 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 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 . 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. 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 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. 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. 99 Table of Contents 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 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. 13. Restructuring During the second quarter of 2023, the Company approved a restructuring plan (the “Restructuring Plan”) intended to reduce operating expenses and improve profitability by reducing the Company’s workforce. 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 were accounted for as it 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 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. 100 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) 14. 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 (loss) income per share attributable to common stockholders as follows: Year Ended December 31, 2025 2024 2023 Class A Class B Class A Class B Class A Class B Numerator Net (loss) income attributable to common stockholders, basic $ ( 12,925 ) $ ( 1,000 ) $ 24,938 $ 2,349 $ ( 199,108 ) $ ( 23,854 ) Net (loss) income attributable to common stockholders, diluted $ ( 12,925 ) $ ( 1,000 ) $ 24,808 $ 2,479 $ ( 199,108 ) $ ( 23,854 ) Denominator 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 Effect of dilutive potential shares of common stock — — 4,646 3,135 — — 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 (loss) income per share attributable to common stockholders, basic $ ( 0.03 ) $ ( 0.03 ) $ 0.05 $ 0.05 $ ( 0.42 ) $ ( 0.42 ) Net (loss) income per share attributable to common stockholders, diluted $ ( 0.03 ) $ ( 0.03 ) $ 0.05 $ 0.05 $ ( 0.42 ) $ ( 0.42 ) 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. 101 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) 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, 2025 2023 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 Total 29,247 14,139 15. Income Taxes The components of (loss) income before income taxes by tax jurisdiction were as follows: Year Ended December 31, 2025 2024 2023 United States $ ( 13,386 ) $ 28,872 $ ( 231,790 ) Foreign 57 ( 792 ) 1,215 (Loss) income before income tax expense (benefit) $ ( 13,329 ) $ 28,080 $ ( 230,575 ) 102 Table of Contents 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: Year Ended December 31, 2025 2024 2023 Current tax expense (benefit): US federal $ — $ — $ — US state and local 15 126 83 Foreign 853 569 ( 139 ) Total current tax expense (benefit) 868 695 ( 56 ) Deferred tax (benefit) expense: US federal — — ( 6,347 ) US state and local — — ( 2,025 ) Foreign ( 272 ) 98 815 Total deferred tax (benefit) expense ( 272 ) 98 ( 7,557 ) Total Income tax expense (benefit) US federal — — ( 6,347 ) US state and local 15 126 ( 1,942 ) Foreign 581 667 676 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. 103 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) 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 Amount Percent US Federal Statutory Tax Rate $ ( 2,800 ) 21.0 % Domestic Federal: Tax Credits 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) 15 ( 0.1 ) % Foreign Tax Effects: United Kingdom Shared-based payment awards 230 ( 1.7 ) % Other 64 ( 0.5 ) % Canada 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. 104 Table of Contents 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, 2024 2023 Taxes at federal statutory rate 21.0 % 21.0 % State taxes, net of federal effect 5.9 % 6.5 % Share-based compensation 14.0 % ( 3.1 ) % Executive compensation ( 77.2 ) % ( 11.0 ) % Research and development credits ( 32.5 ) % 17.0 % Change in uncertain tax positions 8.1 % ( 4.2 ) % Mergers and acquisitions 1.7 % 3.5 % Nondeductible compensation 33.3 % ( 7.4 ) % Other 1.6 % ( 1.6 ) % Change in valuation allowance 26.9 % ( 17.4 ) % Effective tax rate 2.8 % 3.3 % Income taxes paid by jurisdiction for the year ended December 31, 2025 are summarized as follows: December 31, 2025 US Federal $ — US State and Local 78 Foreign United Kingdom 405 Canada 54 Poland 31 Other 27 Total Foreign 517 Total $ 595 105 Table of Contents 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: December 31, 2025 December 31, 2024 Deferred tax assets: Federal and state net operating losses $ 53,398 $ 46,108 Research and development credits 40,008 34,556 Research and development capitalization expenditures 23,643 40,453 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 — 465 Total deferred tax assets 137,112 143,735 Less valuation allowance ( 129,569 ) ( 135,697 ) Total deferred tax assets, net of valuation allowance 7,543 8,038 Deferred tax liabilities: Intangibles ( 8,845 ) ( 7,061 ) Right-of-use asset ( 1,159 ) ( 581 ) Total deferred tax liabilities ( 10,004 ) ( 7,642 ) 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. deferred tax assets will not be utilized and has recorded a full valuation allowance against its net deferred tax assets in the U.S. jurisdiction. The Company assesses on a periodic basis the likelihood that it will be able to recover its deferred tax assets. The Company considers all available evidence, both positive and negative, including historical levels of income or losses and expectations and risks associated with estimates of future taxable income in assessing the need for the valuation allowance. If it is not more likely than not that the Company expects to recover its deferred tax assets, the Company will increase its provision for taxes by recording a valuation allowance against the deferred tax assets that it estimates will not ultimately be recoverable. The available negative evidence at December 31, 2025 and 2024 included historical and projected future operating losses. 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, 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 $ 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. 106 Table of Contents 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. As of December 31, 2025, the Company has concluded that it has experienced ownership changes since inception and that its utilization of net operating loss carryforwards and other tax attributes will be subject to annual limitations. The Company files federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. To the extent the Company has tax attributes carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the federal, state, or foreign tax authorities to the extent utilized in a future period. The Company made an accounting policy election to provide for the Global Intangible Low-Taxed Income (GILTI) tax expense in the year the tax is incurred as a period cost. 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. The Company makes adjustments to the reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. A reconciliation of the total amounts of unrecognized tax benefits was as follows: Year Ended December 31, 2025 2024 2023 Beginning balance $ 12,199 $ 9,800 $ — Additions based on uncertain tax positions related to the current period 6,515 2,399 3,238 Additions based on uncertain tax positions related to the prior periods 106 — 6,562 Ending balance $ 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. 16. 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. 107 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) 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. Treasury securities, which amounted to $ 56.1 million, or 90 %, of the short-term investments. As of December 31, 2025, all debt securities within the Company's portfolio were investment grade. As of December 31, 2024, short-term investments were $ 179.4 million, and there was no concentration of securities of the same issuer with an aggregate fair value greater than 5% of the total balance, except for U.S. Treasuries, which amounted to $ 168.9 million, or 94 % of the short-term investments. As of December 31, 2024, all debt securities within the Company's portfolio were investment grade. A significant portion of the Company's payment transactions is settled through one Issuing Bank, Sutton Bank. For the years ended December 31, 2025, 2024 and 2023, 64 %, 70 % and 76 % of Total Processing Volume was settled through Sutton Bank, respectively. A significant portion of the Company's revenue and accounts receivable is derived from a single customer. The following provides net revenue as a percentage of total net revenue and customers' receivables as a percentage of total customers receivables for our significant customers: Percent of Net Revenue for the Year Ended December 31, 2025 2024 2023 Customer A 45 % 47 % 68 % Percent of Customers' Receivables as of December 31, 2025 2024 Customer A * 10 % Customer B 12 % * Customer C * 13 % Customer D 12 % * * - Did not exceed 10% in the reporting period presented 17. Segment Information The Company's chief operating decision maker (“CODM”) is its Chief Executive Officer, who regularly reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company provides a single, global, cloud-based, open API platform for modern card issuing and transaction processing, and primarily earns revenue from processing card transactions for its customers. As such, the Company operates as a single operating segment and reporting unit. The CODM assesses performance and decides how to allocate resources based on consolidated net (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. 108 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted) The following is the information used by the CODM in assessing segment performance: Year Ended December 31, 2025 2024 2023 Net revenue $ 624,884 $ 506,995 $ 676,171 Cost of revenue 187,612 155,146 346,657 Gross profit 437,272 351,849 329,514 Significant expenses: Employee compensation and benefits 235,631 261,033 318,856 Share based compensation 104,788 136,562 127,525 Professional services 21,879 20,057 21,679 Technology 65,005 60,059 55,612 Occupancy and equipment 3,766 5,995 4,361 Depreciation and amortization 27,163 17,460 10,741 Marketing and advertising 5,073 2,986 2,566 Other operating expenses 20,397 16,780 17,975 Executive Chairman Long-Term Performance Award — ( 144,617 ) 53,214 Interest income 33,216 53,411 52,613 Other expense ( 115 ) ( 865 ) ( 173 ) Income tax expense (benefit) 596 793 ( 7,613 ) 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 (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, 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. 109 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures None.