Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Annual Report on Form 10-K. Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on such evaluation, our management has concluded our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2025.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Under the supervision of and with the participation of our principal executive officer and principal financial officer, our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria established in “Internal Control - Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2025.
As disclosed in Note 4 “Business Combinations”, to the consolidated financial statements, we acquired TransactPay during the year ended December 31, 2025. Pursuant to SEC rules, companies are permitted to exclude acquisitions from their assessment of the effectiveness of internal control over financial reporting for the fiscal year in which the acquisition occurs. Accordingly, management excluded TransactPay from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2025. TransactPay’s total assets, principally consisted of restricted cash associated with card and electronic money wallet programs (fully offset by corresponding liabilities to customers), represented approximately 21% of our consolidated total assets as of December 31, 2025. TransactPay’s revenue represented approximately 1% of our consolidated net revenues for the year ended December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by KPMG, LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
In connection with our acquisition of TransactPay, we are reviewing its internal controls and are implementing changes as deemed necessary. Except for the changes in internal controls related to TransactPay, there were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Limitations on Effectiveness of Controls and Procedures
The effectiveness of any internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, no matter how well designed and operated, can only provide reasonable, not absolute assurance that its objectives will be met. In addition, 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. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
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Item 9B. Other Information
(b) On November 20, 2025 , Elaine Paul , a member of our board of directors , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 37,330 shares of our Class A common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until November 30, 2026 , or earlier if all transactions under the trading arrangement are completed, but in no case earlier than one year, or later than two years, from November 20, 2025.
No other officers, as defined in Rule 16a-1(f), or directors adopted or terminated a Rule 10b5-1 trading arrangement or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during our last fiscal quarter.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers, and Corporate Governance
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of our fiscal year ended December 31, 2025.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of our fiscal year ended December 31, 2025.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of our fiscal year ended December 31, 2025.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of our fiscal year ended December 31, 2025.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of our fiscal year ended December 31, 2025.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
1. Consolidated Financial Statements
See Index to Consolidated Financial Statements at Part II, Item 8 herein.
2. Financial Statement Schedules
All schedules have been omitted because they are not required, not applicable, or not present in amounts sufficient to require submission of the schedule.
3. Exhibits
Incorporated by Reference
Exhibit Number Description Form File No. Exhibit Number Filing Date
3.1 Amended and Restated Certificate of Incorporation of the Registrant.
S-1/A
333-256154
3.2
May 24, 2021
3.2 Amended and Restated Bylaws of the Registrant .
S-1/A
333-256154
3.4 May 24, 2021
4.1 Form of Class A common stock certificate of the Registrant.
S-1
333-256154
4.1
May 14, 2021
4.2 Amended and Restated Investors Rights Agreement, dated May 27, 2020, by and among the Registrant and certain of its stockholders.
S-1
333-256154
4.2 May 14, 2021
4.3
Description of the Registrant’s Securities.
10-K 001-40465 4.8 March 11, 2022
10.1 #
Form of Amended and Restated Indemnification Agreement between the Registrant and each of its directors and executive officers.
10-K
001-40465
10.1
February 28, 2023
10.2 #
Amended and Restated 2011 Equity Incentive Plan, as amended, and forms of agreements thereunder.
S-1/A
333-256154
10.2 May 14, 2021
10.3 #
2021 Stock Option and Incentive Plan, and forms of agreements thereunder.
S-1/A
333-256154
10.3 June 1, 2021
10.4 #
2021 Employee Stock Purchase Plan.
S-1/A
333-256154
10.4 June 1, 2021
10.5 #
Senior Executive Cash Incentive Bonus Plan.
S-1/A
333-256154
10.5 May 24, 2021
10.6 #
Executive Severance Plan.
S-1/A
333-256154
10.6 May 24, 2021
10.7 #
Amended Non-Employee Director Compensation Policy.
8-K
001-40465 10.1
July 19, 2024
10.8 #
Form of Director Offer Letter.
S-1
333-256154
10.12 May 14, 2021
10.9 #
F orm of E mploye e Ret ention Letter.
10-Q
001-40465
10.4
May 7, 2025
10.10 #
Offer Letters between the Registrant and Simon Khalaf dated May 25, 2022 and January 26, 2023.
10-K
001-40465
10.9
February 28, 2023
10.11 #
Separation Agreement by and between Marqeta, Inc. and Simon Khalaf, dated March 1, 2025.
10-Q
001-40465
10.3
May 7, 2025
10.12 #
Offer Letter between the Registrant and Michael ( Mike ) Milotich dated February 3, 2022.
10-K 001-40465
10.16 March 11, 2022
10.13 #
Offer Letter between the Registrant and Michael (Mike) Milotich dated September 8, 2025.
10-Q
001-40465 10.2
November 5, 2025
10.14 #
Offer Letters between the Registrant and Todd Pollak, dated November 4, 2022 and January 26, 2023.
10-Q
001-40465 10.3
May 7, 2024
10.15 #
Offer Letter between the Registrant and Crystal Sumner, dated January 6, 2023.
10-Q
001-40465 10.4
May 7, 2024
10.16* #
O ffer Letter between the Registrant and Patti Kangwankij, dated January 6, 2026.
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10.17
Lease Agreement by and between the Registrant and MACH II 180 LLC, dated on or about March 1, 2016, as amended on November 8, 2017, March 14, 2019, and November 7, 2019.
10-K
001-40465 10.13
February 28, 2024
10.18
Fourth Amendment to Lease, by and between Marqeta, Inc. and 180 Grand, LLC, dated as of April 10, 2025.
10-Q
001-40465 10.1
August 6, 2025
10.19†
Master Services Agreement by and between the Registrant and Square, Inc., dated April 19, 2016, as amended on September 1, 2016, October 18, 2016, December 24, 2016, June 30, 2017, August 2, 2017, October 1, 2017, April 1, 2018, June 6, 2019, September 20, 2019, February 7, 2020, November 18, 2020, November 18, 2020, March 13, 2021, May 21, 2021, January 27, 2022, and March 1, 2023.
10-Q
001-40465 10.4
May 9, 2023
10.20*†
Amendment No. 2 7 to the Master Services Agreement by and between the Registrant and Block, Inc. dated January 22, 2026 .
10.21†
Amendment No. 26 to the Master Services Agreement by and between the Registrant and Block, Inc. dated August 11, 2025 and effective as of June 30, 2025.
10-Q
001-40465 10.1
November 5, 2025
10.22†
Amendment No. 25 to the Master Services Agreement by and between the Registrant and Block, Inc. dated March 26, 2025.
10-Q
001-40465 10.1
May 7, 2025
10.23†
Amendment No. 24 to the Master Services Agreement by and between the Registrant and Block, Inc. dated February 28, 2025.
10-Q
001-40465 10.2
May 7, 2025
10.24†
Amendment No. 23 to the Master Services Agreement by and between the Registrant and Square, Inc. dated December 18, 2024.
10-K
001-40465 10.17
February 26, 2025
10.25†
Amendment No. 22 to the Master Services Agreement by and between the Registrant and Square, Inc. dated October 28, 2024.
10-K
001-40465 10.18
February 26, 2025
10.26†
Amendment No. 21 to the Master Services Agreement by and between the Registrant and Square, Inc. dated October 4, 2024.
10-K
001-40465 10.19
February 26, 2025
10.27†
Amendment to Amendment No. 19 to the Master Services Agreement by and between the Registrant and Square, Inc. dated May 10, 2024.
10-Q
001-40465 10.1
August 7, 2024
10.28†
Amendment No. 19 to the Master Services Agreement by and between the Registrant and Square, Inc. dated November 3, 2023.
10-K
001-40465 10.15
February 28, 2024
10.29
Amendment No. 18 to the Master Services Agreement by and between the Registrant and Square, Inc. dated September 26, 2023.
10-Q
001-40465 10.1
November 8, 2023
10.30†
Amendment No. 17 to the Master Services Agreement by and between the Registrant and Square Inc. dated August 4, 2023.
8-K/A
001-40465 10.1
August 11, 2023
10.31†
Amended and Restated Card Program Manager Agreement by and between the Registrant and Sutton Bank, dated April 1, 2016, as amended on December 31, 2017, September 1, 2018, August 1, 2020, July 1, 2021, and January 23, 2023.
10-Q
001-40465 10.1
August 8, 2023
10.32*†
Tenth Amendment to the Amended and Restated Card Program Manager Agreement by and between the Registrant and Sutton Bank, effective as of January 15, 2026 .
10.33*†
Nin th Amendment to the Amended and Restated Card Program Manager Agreement by and between the Registrant and Sutton Bank, effective as of January 15, 202 6 .
10.34
Eighth Amendment to the Amended and Restated Card Program Manager Agreement by and between the Registrant and Sutton Bank, dated November 15, 2024.
10-K
001-40465 10.25
February 26, 2025
10.35
Seventh Amendment to the Amended and Restated Card Program Manager Agreement by and between the Registrant and Sutton Bank, dated April 4, 2024.
10-Q
001-40465 10.1
May 7, 2024
10.36†
Addendum to the Amended and Restated Card Program Manager Agreement by and between the Registrant and Sutton Bank, dated January 19, 2024.
10-Q
001-40465 10.2
May 7, 2024
16.1
Letter from Ernst & Young LLP dated March 7, 2024.
8-K
001-40465 16.1
March 1, 2024
19.1
Insider Trading Policy.
10-K
001-40465 19.1
February 26, 2025
21.1* Subsidiaries of the Registrant.
23.1*
Consent of KPMG LLP, independent registered public accounting firm.
23.2*
Consent of Ernst & Young LLP, independent registered public accounting firm.
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24.1* Power of Attorney (incorporated by reference to the signature page to this Annual Report on Form 10-K)
31.1* Certification of the Principal Executive Officer, pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of the Principal Financial Officer, pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of the Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of the Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1
Compensation Recovery Policy.
10-K
001-40465 97.1
February 28, 2024
101.INS *
Inline XBRL Instance Document.
101.SCH *
Inline XBRL Taxonomy Extension Schema Document.
101.CAL *
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF *
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB *
Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE *
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 *
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
† Certain confidential information contained in this exhibit has been omitted because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential.
# Indicates management contract or compensatory plan, contract or agreement.
* Filed herewith.
** Furnished herewith. The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
Item 16. Form 10-K Summary
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MARQETA, INC.
Date: February 24, 2026
By: /s/ Michael (Mike) Milotich
Name: Michael (Mike) Milotich
Title: Chief Executive Officer (Principal Executive Officer)
Date: February 24, 2026
By: /s/ Patti Kangwankij
Name: Patti Kangwankij
Title: Chief Financial Officer (Principal Financial Officer)
Date: February 24, 2026
By: /s/ Sarah Barkema
Name: Sarah Barkema
Title: Chief Accounting Officer (Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Milotich and Crystal Sumner, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Michael (Mike) Milotich Chief Executive Officer February 24, 2026
Michael (Mike) Milotich (Principal Executive Officer)
/s/ Patti Kangwankij Chief Financial Officer February 24, 2026
Patti Kangwankij (Principal Financial Officer)
/s/ Sarah Barkema Chief Accounting Officer February 24, 2026
Sarah Barkema (Principal Accounting Officer)
/s/ Najuma Atkinson Director February 24, 2026
Najuma Atkinson
/s/ Alpesh Chokshi Director February 24, 2026
Alpesh Chokshi
/s/ Martha Cummings Director February 24, 2026
Martha Cummings
/s/ Jason Gardner Director February 24, 2026
Jason Gardner
/s/ R. Mark Graf Director February 24, 2026
R. Mark Graf
/s/ Judson Linville Director February 24, 2026
Judson Linville
/s/ Elaine Paul Director February 24, 2026
Elaine Paul
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/s/ Kiran Prasad Director February 24, 2026
Kiran Prasad
/s/ Wendy Thomas Director February 24, 2026
Wendy Thomas
118