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: 42 ) 62 Consolidated Balance Sheets 67 Consolidated Statements of Operations and Comprehensive Loss 68 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) 69 Consolidated Statements of Cash Flows 70 Notes to Consolidated Financial Statements 72 61 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 accompanying consolidated balance sheets of Marqeta, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 28, 2024, expressed an adverse opinion thereon. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matters 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 62 Table of Contents Revenue Share, Consideration Payable to Customers Description of the Matter For the year ended December 31, 2023, the Company’s net revenue was $676.2 million, and as of December 31, 2023, the Company’s revenue share payable was $173.6 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 with 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. As customers’ processing volumes increase, the customers may earn an increased percentage of revenue share. Revenue share, determined to be consideration payable to customers, is recorded as a reduction to net revenue in the consolidated statements of operations and comprehensive loss. The Company records the amount due to the customer as revenue share payable on the consolidated balance sheets. Auditing the Company’s revenue share amounts was challenging because the revenue share calculation includes a significant volume of data and multiple inputs that could be different across customers. Further, the revenue share calculation for certain customers is performed manually by the Company because of the bespoke and complex nature of certain contractual terms. How We Addressed the Matter in Our Audit We performed the following audit procedures, among others, related to revenue share amounts. We independently calculated total annual revenue share for a sample of customers based on the contractual terms of the customers’ agreements and other inputs, including processing volume, interchange fees and card network and issuing bank fees using source data and compared our independent calculations of revenue share to the Company’s recorded amounts. For this same sample of customers, we inspected the underlying customer agreements and used the revenue share rates per the contract to calculate each customer’s total annual revenue share. Additionally, we performed analytical procedures to assess the revenue share for all other customers entitled to revenue share over the fiscal year and evaluated any significant deviations from developed expectations that considered contractual revenue share rates and processing volume, among other factors. We tested the completeness and accuracy of the underlying payment transaction data used in the revenue share calculation and also compared the revenue share payable as of December 31, 2023, to amounts paid in subsequent periods. 63 Table of Contents Valuation of an Acquired Developed Technology Intangible Asset Description of the Matter As discussed in Note 4 to the consolidated financial statements, the Company acquired Power Finance Inc. on February 3, 2023 for a base cash purchase price of $221.9 million. The Company accounted for this acquisition as a business combination and, accordingly, the assets acquired and liabilities assumed from Power Finance Inc. were recorded at fair value as of the acquisition date. Auditing the Company’s accounting for the acquisition of Power Finance Inc. was complex due to the estimation uncertainty in the Company’s determination of the fair value of acquired developed technology of $41.0 million, which was estimated using an income approach. The estimation uncertainty was primarily due to the determination of the underlying assumptions used in the fair value measurement of the acquired developed technology. The significant assumptions used by management included revenue and EBITDA forecasts, obsolescence rate, and discount rate. These significant assumptions are forward looking and could be affected by future economic and market conditions. How We Addressed the Matter in Our Audit To test the fair value of the acquired developed technology, our audit procedures included, among others, inspecting the underlying business combination agreements, and involving our valuation specialists to assist in evaluating management’s selected valuation methodology and testing the significant assumptions described above. For example, we evaluated the discount rate by comparing the rate to those of the acquired business’s weighted internal rate of return, weighted-average return on assets, and venture capital rates of return. To evaluate the assumptions used to project cash flows attributable to the acquired developed technology, we compared the significant assumptions to the Company’s historical trends and market data and performed a sensitivity analysis of the significant assumptions to evaluate the change in the fair value that would result from changes in the assumptions. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2018. San Mateo, California February 28, 2024 64 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Marqeta, Inc. Opinion on Internal Control Over Financial Reporting We have audited Marqeta, Inc.'s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, Marqeta, Inc. (the Company) has not maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment. Management identified a material weakness related to the accounting for the Company’s acquisition of Power Finance, including a lack of sufficient precision in the performance of reviews supporting the purchase price allocation accounting, and a lack of timely oversight over third-party specialists and the reports they produced to support the accounting for the Power Finance acquisition. Management identified a material weakness related to ineffective information technology general controls (“ITGCs”) in user access over certain information technology (“IT”) systems that support the Company’s revenue and related financial reporting processes. As a result, the related process-level IT dependent manual controls, certain change management controls, and automated application controls for certain key IT systems were also deemed ineffective. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2023, and the related notes. These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated February 28, 2024, which expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible 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 internal control over financial reporting based on our audit. 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting 65 Table of Contents 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. /s/ Ernst & Young LLP San Mateo, California February 28, 2024 66 Table of Contents Marqeta, Inc. Consolidated Balance Sheets (in thousands, except share and per share amounts) As of December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 980,972 $ 1,183,846 Restricted cash 8,500 7,800 Short-term investments 268,724 440,858 Accounts receivable, net 19,540 15,569 Settlements receivable, net 29,922 18,028 Network incentives receivable 53,807 42,661 Prepaid expenses and other current assets 27,233 38,007 Total current assets 1,388,698 1,746,769 Operating lease right-of-use assets, net 6,488 9,015 Property and equipment, net 18,764 7,440 Intangible assets, net 35,631 — Goodwill 123,523 — Other assets 16,587 7,122 Total assets $ 1,589,691 $ 1,770,346 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 1,420 $ 3,798 Revenue share payable 173,645 142,194 Accrued expenses and other current liabilities 161,514 136,887 Total current liabilities 336,579 282,879 Operating lease liabilities, net of current portion 5,126 9,034 Other liabilities 4,591 5,477 Total liabilities 346,296 297,390 Commitments and contingencies (Note 10) Stockholders’ equity: Preferred stock, $ 0.0001 par value; 100,000,000 and 100,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively — — Common stock, $ 0.0001 par value: 1,500,000,000 and 1,500,000,000 Class A shares authorized, 465,985,131 and 486,530,334 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively. 600,000,000 and 600,000,000 Class B shares authorized, 54,357,844 and 54,833,765 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively 52 53 Additional paid-in capital 2,067,776 2,082,373 Accumulated other comprehensive income (loss) 762 ( 7,237 ) Accumulated deficit ( 825,195 ) ( 602,233 ) Total stockholders’ equity 1,243,395 1,472,956 Total liabilities and stockholders’ equity $ 1,589,691 $ 1,770,346 See accompanying notes to Consolidated Financial Statements. 67 Table of Contents Marqeta, Inc. Consolidated Statements of Operations and Comprehensive Loss (in thousands, except share and per share amounts) Year Ended December 31, 2023 2022 2021 Net revenue $ 676,171 $ 748,206 $ 517,175 Costs of revenue 346,657 428,205 285,470 Gross profit 329,514 320,001 231,705 Operating expenses: Compensation and benefits 499,595 415,094 318,116 Technology 55,612 52,361 33,637 Professional services 21,679 23,479 18,443 Occupancy 4,361 4,514 4,181 Depreciation and amortization 10,741 3,853 3,534 Marketing and advertising 2,566 3,995 2,284 Other operating expenses 17,975 26,513 13,516 Total operating expenses 612,529 529,809 393,711 Loss from operations ( 283,015 ) ( 209,808 ) ( 162,006 ) Other income (expense), net 52,440 24,926 ( 2,563 ) Loss before income tax expense ( 230,575 ) ( 184,882 ) ( 164,569 ) Income tax benefit ( 7,613 ) ( 102 ) ( 640 ) Net loss $ ( 222,962 ) $ ( 184,780 ) $ ( 163,929 ) Net loss attributable to common stockholders $ ( 222,962 ) $ ( 184,780 ) $ ( 163,929 ) Other comprehensive income (loss), net of taxes: Change in foreign currency translation adjustment $ ( 40 ) $ ( 167 ) $ ( 14 ) Net change in unrealized gain (loss) on short-term investments 8,039 ( 4,840 ) ( 2,241 ) Net other comprehensive income (loss) 7,999 ( 5,007 ) ( 2,255 ) Comprehensive loss $ ( 214,963 ) $ ( 189,787 ) $ ( 166,184 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 0.42 ) $ ( 0.34 ) $ ( 0.45 ) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 532,540,175 545,397,254 362,756,466 See accompanying notes to Consolidated Financial Statements. 68 Table of Contents Marqeta, Inc. Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (in thousands, except share amounts) Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (loss) Accumulated Deficit Total Stockholders’ Equity (Deficit) Shares Amount Shares Amount Balance as of January 1, 2021 351,844,340 501,881 130,312,838 13 39,769 25 ( 253,524 ) ( 213,717 ) Issuance of common stock upon initial public offering, net of issuance costs — — 52,272,727 7 1,312,331 — — 1,312,338 Conversion of redeemable convertible preferred stock to common stock upon initial public offering ( 351,844,340 ) ( 501,881 ) 351,844,340 34 501,847 — — 501,881 Reclassification of redeemable convertible preferred stock warrant liabilities to common stock and additional paid-in capital upon initial public offering — — — — 5,438 — — 5,438 Issuance of common stock upon exercise of options — — 4,277,344 — 4,969 — — 4,969 Issuance of common stock under employee stock purchase plan — — 153,905 — 3,201 — — 3,201 Repurchase of early exercised stock options — — ( 85,870 ) — — — — — Issuance of common stock upon net settlement of restricted stock units — — 1,736,212 — ( 23,552 ) — — ( 23,552 ) Issuance of common stock upon exercise of common stock warrants — — 872,022 — 60 — — 60 Vesting of common stock warrants — — — — 6,332 — — 6,332 Share-based compensation expense — — — — 142,660 — — 142,660 Change in accumulated other comprehensive income (loss) — — — — — ( 2,255 ) — ( 2,255 ) Net loss — — — — — — ( 163,929 ) ( 163,929 ) Balance as of December 31, 2021 — $ — 541,383,518 $ 54 $ 1,993,055 $ ( 2,230 ) $ ( 417,453 ) $ 1,573,426 Issuance of common stock upon exercise of options — — 7,785,748 — 9,754 — — 9,754 Repurchase of early exercised stock options — — ( 45,958 ) — — — — — Issuance of common stock under employee stock purchase plan — — 683,485 — 4,762 — — 4,762 Issuance of common stock upon net settlement of restricted stock units — — 3,214,677 — ( 15,362 ) — — ( 15,362 ) Vesting of common stock warrants — — — — 8,621 — — 8,621 Share-based compensation expense — — — — 160,743 — — 160,743 Repurchase and retirement of common stock — — ( 11,657,371 ) ( 1 ) ( 79,200 ) — — ( 79,201 ) Change in accumulated other comprehensive income (loss) — — — — — ( 5,007 ) — ( 5,007 ) Net loss — — — — — — ( 184,780 ) ( 184,780 ) Balance as of December 31, 2022 — $ — 541,364,099 $ 53 $ 2,082,373 $ ( 7,237 ) $ ( 602,233 ) $ 1,472,956 Issuance of common stock upon exercise of options — — 3,353,103 1 5,398 — — 5,399 Repurchase of early exercised stock options — — ( 2,625 ) — — — — — Issuance of common stock under employee stock purchase plan — — 792,140 — 3,066 — — 3,066 Issuance of common stock upon net settlement of restricted stock units — — 9,347,171 1 ( 26,662 ) — — ( 26,661 ) Issuance of common stock upon exercise of common stock warrants — — — — — — — — Vesting of common stock warrants — — — — 8,715 — — 8,715 Share-based compensation expense — — — — 185,231 — — 185,231 Repurchase and retirement of common stock, including excise tax — — ( 34,510,913 ) ( 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 — — 520,342,975 52 2,067,776 762 ( 825,195 ) 1,243,395 See accompanying notes to Consolidated Financial Statements. 69 Table of Contents Marqeta, Inc. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net loss $ ( 222,962 ) $ ( 184,780 ) $ ( 163,929 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 10,741 3,853 3,534 Share-based compensation expense 180,739 160,743 142,660 Non-cash operating leases expense 2,527 2,281 2,115 Non-cash postcombination compensation expense 32,430 — — Amortization of premium on short-term investments ( 4,495 ) 277 1,162 Gain on sale of equity method investment — ( 17,889 ) — Impairment of other financial instruments — 11,616 — Other 736 649 3,110 Changes in operating assets and liabilities: Accounts receivable ( 4,556 ) ( 2,577 ) ( 4,940 ) Settlements receivable ( 11,894 ) ( 6,762 ) 1,601 Network incentives receivable ( 11,146 ) ( 12,262 ) ( 10,377 ) Prepaid expenses and other assets 7,900 ( 8,621 ) ( 7,742 ) Accounts payable ( 1,956 ) 254 190 Revenue share payable 31,451 21,015 42,988 Accrued expenses and other liabilities 14,983 22,257 49,372 Operating lease liabilities ( 3,394 ) ( 3,020 ) ( 2,772 ) Net cash provided by (used in) operating activities 21,104 ( 12,966 ) 56,972 Cash flows from investing activities: Purchases of property and equipment ( 762 ) ( 2,319 ) ( 2,743 ) Capitalization of internal-use software ( 11,889 ) — — Business combination, net of cash acquired ( 135,777 ) — — Purchase of patents — ( 1,600 ) — Purchases of short-term investments ( 892,430 ) ( 70,495 ) ( 455,266 ) Sales of short-term investments 577,934 — — Maturities of short-term investments 501,534 77,400 148,888 Realized gain/loss on investments ( 94 ) — — Purchase of equity method investment and purchase option — — ( 20,000 ) Sale of equity method investment — 25,732 — Net cash provided by (used in) investing activities 38,516 28,718 ( 329,121 ) Cash flows from financing activities: Proceeds from initial public offering, net of underwriters’ discounts and commissions — — 1,319,809 Proceeds from exercise of stock options, including early exercised stock options, net of repurchase of early exercised unvested options 5,289 9,249 4,539 Payment of contingent consideration ( 53,067 ) — Proceeds from exercise of warrants — — 60 Proceeds from shares issued in connection with employee stock purchase plan 3,066 4,762 3,201 Taxes paid related to net share settlement of restricted stock units ( 26,662 ) ( 15,362 ) ( 23,552 ) Repurchase of common stock ( 190,420 ) ( 78,136 ) — Payment of deferred offering costs — — ( 4,760 ) Net cash (used in) provided by financing activities ( 261,794 ) ( 79,487 ) 1,299,297 (Decrease) Increase in cash, cash equivalents, and restricted cash ( 202,174 ) ( 63,735 ) 1,027,148 Cash, cash equivalents, and restricted cash - Beginning of period 1,191,646 1,255,381 228,233 Cash, cash equivalents, and restricted cash - End of period $ 989,472 $ 1,191,646 $ 1,255,381 See accompanying notes to Consolidated Financial Statements. 70 Table of Contents Marqeta, Inc. Consolidated Statements of Cash Flow s (in thousands) Year Ended December 31, 2023 2022 2021 Reconciliation of cash, cash equivalents, and restricted cash Cash and cash equivalents $ 980,972 $ 1,183,846 $ 1,247,581 Restricted cash 8,500 7,800 7,800 Total cash, cash equivalents, and restricted cash $ 989,472 $ 1,191,646 $ 1,255,381 Supplemental disclosures of cash flow information: Cash paid for operating lease liabilities $ 4,239 $ 4,112 $ 4,081 Cash paid for interest $ — $ — $ — Cash paid for income taxes $ 430 $ 84 $ 201 Supplemental disclosures of non-cash investing and financing activities: Purchase of property and equipment accrued and not yet paid $ 113 $ 563 $ 1,190 Share-based compensation capitalized to internal-use software $ 4,492 $ — $ — Repurchase of common stock accrued and not yet paid $ 991 $ 1,065 $ — Vesting of early exercised stock options $ — $ 298 $ — See accompanying notes to Consolidated Financial Statements. 71 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) 1. Business Overview and Basis of Presentation Marqeta, Inc., (“the Company”) 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. The Company was incorporated in the state of Delaware in 2010 and is headquartered in Oakland, California, with offices in the United States, United Kingdom, and legal entities in Australia, Brazil, Canada, Poland, and Singapore as of December 31, 2023. Initial Public Offering In June 2021, the Company completed an initial public offering (“IPO”), in which the Company issued and sold 52,272,727 shares of its newly authorized Class A common stock, which included 6,818,181 shares that were offered and sold pursuant to the full exercise of the underwriters’ option to purchase additional shares at a price of $ 27.00 per share. The Company received aggregate net proceeds of $ 1.3 billion after deducting underwriting discounts and commissions of $ 91.6 million and offering costs of $ 7.5 million. Immediately prior to the completion of the IPO, the Company filed its Amended and Restated Certificate of Incorporation authorizing 1,500,000,000 shares of Class A common stock which entitles holders to one vote per share, 600,000,000 shares of Class B common stock which entitles holders to 10 votes per share, and 100,000,000 shares of undesignated preferred stock. All shares of common stock then outstanding were reclassified as Class B common stock and all redeemable convertible preferred stock then outstanding were converted into 351,844,340 shares of common stock on a one -for-one basis and reclassified into Class B common stock. In addition, 2,569,528 shares of common stock warrants were converted to an equivalent number of shares of Class B common stock warrants and 203,610 shares of convertible preferred stock warrants were converted to an equivalent number of shares of Class B common stock warrants. 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 reserve for contract contingencies and processing errors, and valuation of income taxes. Actual results could differ materially from these estimates. Business Risks and Uncertainties The Company has incurred net losses since its inception. For the year ended December 31, 2023, the Company incurred a net loss of $ 223.0 million and had an accumulated deficit of $ 825.2 million as of December 31, 2023. The Company expects losses from operations to continue for the foreseeable future as it incurs costs and expenses related to creating new products for customers, acquiring new customers, developing its brand, expanding into new geographies and developing the existing platform infrastructure. The Company believes that its cash and cash equivalents of $ 981.0 million and short-term investments of $ 268.7 million as of December 31, 2023 are sufficient to fund its operations through at least the next twelve months from the issuance of these financial statements. 72 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) 2. Summary of Significant Accounting Policies Segment Information The Company operates as a single operating segment and reporting unit. The Company's chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, allocating resources and evaluating the Company's financial performance. For the years ended December 31, 2023, 2022, and 2021, net revenue outside of the United States, based on the billing address of the customer, was not material. As of December 31, 2023 and December 31, 2022, long-lived assets located outside of the United States were not material. 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. 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. 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 bank deposit accounts and investments in money market funds and certain U.S. treasury bills. The Company considers all highly liquid investments and investments with original maturities of three months or less from the date of purchase to be cash equivalents. Restricted Cash Restricted cash consists of deposits with Issuing Banks to provide the Issuing Bank collateral in the event that customers’ funds are not deposited at the Issuing Banks in time to settle customers’ transactions with the Card Networks. Restricted cash also includes cash used to secure a letter of credit for the Company’s lease of its office headquarters in Oakland, California. Issuing Banks are financial institutions that issue payment cards (credit, debit, or prepaid) either on their own behalf or on behalf of a business. Card Networks are networks that provide the infrastructure for settlement and card payment information flows. Short-term Investments The Company's short-term investments include U.S. treasury securities, U.S. agency securities, commercial paper, asset-backed securities, and corporate debt securities. The Company's short-term investments are classified as available-for-sale and are recorded within current assets in the Consolidated Balance Sheets as the Company may sell these securities at any time for use in its operations, even prior to maturity. The Company carries these short-term investments at fair value and periodically evaluates them for unrealized losses. For unrealized losses in securities that the Company intends to hold and will not more likely than not be required to sell before recovery, the Company further evaluates whether declines in fair value below amortized cost are due to credit or non-credit related factors. 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 73 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) the creditor’s ability to meet its payment obligations, and records an allowance on the Consolidated Balance Sheets with a corresponding loss in Other income (expense), net in the Consolidated Statements of Operations and Comprehensive Loss 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 (deficit) until realized. The Company records any realized gains or losses on the sale of short-term investments in Other income (expense), net in the Consolidated Statements of Operations and Comprehensive Loss. 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 by reviewing accounts receivable on an aggregated basis where similar characteristics exist. As of December 31, 2023 and 2022, the allowance for accounts receivable was $ 0.3 million and $ 0.3 million, respectively. Settlements Receivable Settlements receivable represent Interchange Fees earned on customers’ card transactions, net of pass through Card Network fees, and are due from Issuing Banks. Interchange Fees are typically received within one or two business days of the transaction date and are due from Issuing Banks with no historical collections issue, mitigating the associated risk of collection. 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 on a straight-line basis over the lease term and records variable lease payments as incurred. The Company has no finance leases. 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 74 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) expensed as incurred. The depreciation and amortization of property and equipment is recorded within Depreciation and amortization expense on the Consolidated Statements of Operations and Comprehensive Loss. 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 with finite lives are carried at acquisition cost less accumulated amortization and are amortized over their estimated useful lives on a straight-line basis. The amortization of these assets is recorded within Depreciation and amortization expense on the Consolidated Statements of Operations and Comprehensive Loss. Impairment 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. The Company reviews the valuation of long-lived assets, including property and equipment and finite-lived intangible assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future undiscounted cash flow the asset is expected to generate. Based on management's assessment, the Company did not recognize any material impairment losses on its goodwill, finite-lived intangible assets or other long-lived assets during the periods presented herein. Equity Investments and Purchase Options The Company applies the equity method of accounting for investments in other entities when the Company exercises significant influence, but no control. Under the equity method, the Company records its share of each entity’s profit or loss in Other income (expense), net in the Consolidated Statements of Operations and Comprehensive Loss on a one quarter lag when the most recent financial information of the investee becomes available. The Company periodically reviews investments accounted for under the equity method for impairment. Investments in other entities not accounted for under the equity method of accounting, including options to purchase these entities, are accounted for at cost less impairment, if applicable. Additionally, the value of these investments may be adjusted to fair value resulting from observable transactions for identical or similar investments. In 2021, the Company acquired a preferred equity interest in a private company that is accounted for under the equity method of accounting. Concurrent with this investment, the Company also acquired an option that gave the Company the right, but not the obligation, to purchase all of the remaining equity interests of the private company. As of December 31, 2021, the option was reflected within prepaid expenses and other current assets in the consolidated balance sheets. The Company applied the measurement alternative to measure the option at cost, less any impairment. During the year ended December 31, 2022, the Company recorded an impairment of $ 11.6 million within Other income (expense), net on the Consolidated Statement of Operations and Comprehensive Loss related to the option based on the Company’s decision not to exercise the option. 75 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) During the year ended December 31, 2022, the Company sold its equity method investment in a private company. The carrying amount of this investment was $ 7.8 million as of the date of sale and the purchase price was $ 25.7 million. As a result, the Company recorded a gain of $ 17.9 million in the year ended December 31, 2022 in Other income (expense), net on the Consolidated Statement of Operations and Comprehensive Loss. Deferred Offering Costs Deferred offering costs consist primarily of accounting, legal, and other fees related to the IPO. Upon the completion of the IPO in June 2021, the deferred offering costs were reclassified to Stockholders’ equity (deficit) and recorded net against the proceeds from the IPO. 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 managed 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 managed 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. 76 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) 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. 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. 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 reflects the net amount of consideration that the Company retains. Revenue Share The Company’s contracts with customers typically include provisions under which the Company shares a portion of the Interchange Fees as consideration payable to its customers, referred to as Revenue Share. Revenue Share payments are incentives to customers to increase their processing volume on the Company’s platform, and is computed as a percentage of the Interchange Fees earned or processing volume and is paid to customers monthly. The Company records Revenue Share as a reduction to net revenue in the Consolidated Statements of Operations and Comprehensive Loss. 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 the 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, reported within Prepaid expenses and other current assets or within Other Assets in the Consolidated Balance Sheets, are primarily from upfront payments provided to certain customers and variable consideration from customer contracts where pricing terms are not consistent throughout the entire term of the contract. Deferred revenue, reported within Accrued expenses and other current liabilities or Other liabilities in the Consolidated Balance Sheets, arises when customers pay for services in advance of the Company's revenue recognition. The Company's deferred revenue is primarily due to undelivered card fulfillment services, variable consideration from customer contracts where pricing terms are not consistent throughout the entire term of the contract, and non-refundable upfront setup fees that are billed at contract inception. 77 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) 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. Reserve for Contract Contingencies and Processing Errors Customer contracts generally contain service level agreements that can result in performance penalties payable by the Company when contractually required service levels are not met or can result in payments by the Company for processing errors. As such, the Company records a reserve for estimated performance penalties and processing errors. When providing for these reserves, the Company considers factors such as its history of incurring performance penalties and processing errors, actual contractual penalty charge rates in customer contracts, and known or estimated processing errors. These reserves are included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets and the provision for contract contingencies and processing errors is included as a reduction to Net revenue on the Consolidated Statements of Operations and Comprehensive Loss. Costs of Revenue Costs of revenue consist of Card Network costs, Issuing Bank costs, and card fulfillment costs for customer arrangements where the Company is the principal in providing services to the customer and excludes depreciation and amortization, which is reported separately within the Consolidated Statements of Operations and Comprehensive Loss. Card Network costs are mostly equal to a specified percentage of the processing volume or a fixed amount per transaction processed through the respective Card Network. The Company incurs Card Network costs directly from contractual arrangements with the Card Networks that are passed entirely through Issuing Banks, or directly from the Card Networks. Issuing Bank costs compensate Issuing Banks for issuing cards to the Company’s customers and sponsoring the Company’s card programs with the Card Networks and are generally equal to a specified percentage of the processing volume or a fixed amount per transaction, subject to monthly minimum amounts. 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 based on a percentage of the volume processed over the respective Card Network. Uncollected incentives are included in Network incentives receivable on the Consolidated Balance Sheets. The Company records these incentives as a reduction of Costs of revenue on the Consolidated Statements of Operations and Comprehensive Loss in customer arrangements where the Company is the principal. 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, 2023, 2022 and 2021, were $ 1.5 million, $ 2.2 million and $ 1.7 million, respectively. Research and Development Costs Research and development costs, which consist primarily of salaries, employees' benefits, share-based compensation, third-party hosting fees and software licenses were $ 148.0 million, $ 108.3 million, and $ 84.1 million for the years ended December 31, 2023, 2022 and 2021, 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. Share-based Compensation The primary types of share-based compensation utilized by the Company are restricted share units (“RSUs”) and stock options and the use of the employee stock purchase plan (“ESPP”). The Company determines compensation expense associated with RSUs 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 78 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) 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 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 after one year of service. Restructuring Restructuring costs stem from employee related severance charges and include both cash and non-cash compensation. The Company generally recognizes restructuring costs upon communication of the plan to the identified employees or when payments are probable and amounts are estimable, depending on the region an employee works. Restructuring liabilities are classified in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. 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 benefit in the Consolidated Statements of Operations and Comprehensive Loss. Net Loss Per Share Attributable to Common Stockholders The Company presents basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for participating securities. Prior to the completion of the IPO, all series of redeemable convertible preferred stock were considered participating securities. Immediately prior to the completion of the IPO, all shares of redeemable convertible preferred stock then outstanding were converted into shares of Class B common stock. The Company has not allocated net loss attributable to common stockholders to redeemable convertible preferred stock in any period presented because the holders of its redeemable convertible preferred stock were not contractually obligated to share in losses. The Company calculates basic net loss per share attributable to common stockholders by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to common stockholders gives effect to all potential shares of common stock, including common stock issuable upon conversion of redeemable convertible preferred stock and redeemable convertible preferred stock warrants, stock options, RSUs and common stock warrants to the extent these are dilutive. 79 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) 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. Significant 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, short-term investments, accounts receivable, settlements receivable, accounts payable, accrued liabilities, and prior to the IPO, redeemable convertible preferred stock warrant liabilities. Cash equivalents are stated at amortized cost, which approximates fair value at the balance sheet dates, due to the short period of time to maturity. Short-term investments are carried at fair value. Accounts receivable, settlements receivable, accounts payable, and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. The redeemable convertible preferred stock warrant liabilities were carried at fair value. 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) within the Consolidated Balance Sheets and the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit). Foreign currency transaction gains and losses are included in Other income (expense), net in the Consolidated Statements of Operations and Comprehensive Loss. Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to 80 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures. 3. Revenue Disaggregation of Revenue The following table provides information about disaggregated revenue from customers: Year Ended December 31, 2023 2022 2021 Platform services revenue, net $ 654,553 $ 725,629 $ 502,296 Other services revenue 21,618 22,577 14,879 Total net revenue $ 676,171 $ 748,206 $ 517,175 Contract Balances The following table provides information about contract assets and deferred revenue: Contract balance Balance sheet line reference December 31, 2023 December 31, 2022 Contract assets - current Prepaid expenses and other current assets $ 1,461 $ 621 Contract assets - non-current Other assets 9,397 1,323 Total contract assets $ 10,858 $ 1,944 Deferred revenue - current Accrued expenses and other current liabilities $ 11,829 $ 17,048 Deferred revenue - non-current Other liabilities 4,071 4,202 Total deferred revenue $ 15,900 $ 21,250 Net revenue recognized during the years ended December 31, 2023 and 2022 that was included in the deferred revenue balances at the beginning of the respective periods was $ 12.0 million and $ 13.8 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, 2023 and 2022, the Company did not have a material right included in its deferred revenue balance. 4. Business Combination 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 a $ 53.1 million 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. 81 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) 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 (in thousands): 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 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 $ 36.4 million for the year ended December 31, 2023 and is included within Compensation and benefits in the Consolidated Statements of Operations and Comprehensive Loss. 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 7.0 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 are included in Professional services in the Consolidated Statements of Operations and Comprehensive Loss. During the third quarter of 2023, the Company paid out $ 53.1 million as the performance-based goals tied to the contingent consideration were achieved during the second quarter of 2023. 82 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) 5. Goodwill and Intangible Assets Goodwill Goodwill consisted of the following: Balance as of December 31, 2022 $ — Goodwill from acquisition of Power Finance, Inc. 123,000 Measurement period adjustments 523 Balance as of December 31, 2023 $ 123,523 Intangibles Assets, net Intangible assets consisted of the following as of the dates presented: December 31, 2023 December 31, 2022 Developed technology $ 41,000 $ — Accumulated amortization ( 5,369 ) — Intangibles, net $ 35,631 $ — The amortization period for developed technology intangible assets is 7 years. Amortization expense for developed technology was $ 5.4 million for year ended December 31, 2023. Expected future amortization expense for intangible assets was as follows as of December 31, 2023: 2024 $ 5,857 2025 5,857 2026 5,857 2027 5,857 2028 5,857 Thereafter 6,345 Total expected future amortization expense for intangible assets $ 35,631 6. Short-term Investments During 2023, the Company renamed the Marketable securities financial statement line item to Short-term investments in the Consolidated Balances Sheets to more accurately align with the Company’s current investment portfolio. 83 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) The amortized cost, unrealized gain (loss), and estimated fair value of the Company's short-term investments consisted of the following: December 31, 2023 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Short-term Investments U.S. treasury securities $ 239,297 $ 970 $ ( 11 ) $ 240,256 U.S. agency securities 15,000 — ( 7 ) 14,993 Asset-backed securities 10,438 62 — 10,500 Corporate debt securities 2,981 — ( 6 ) 2,975 Total short-term investments $ 267,716 $ 1,032 $ ( 24 ) $ 268,724 December 31, 2022 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Short-term Investments U.S. treasury securities $ 384,951 $ — $ ( 6,949 ) $ 378,002 U.S. agency securities 29,012 47 — 29,059 Commercial paper 28,815 — — 28,815 Corporate debt securities 5,049 — ( 67 ) 4,982 Total short-term investments $ 447,827 $ 47 $ ( 7,016 ) $ 440,858 The Company had four and thirteen separate short-term investments in unrealized loss positions as of December 31, 2023 and 2022, respectively. The Company does not intend to sell any short-term investments that have an unrealized losses at December 31, 2023, and it is not more likely than not that the Company will be required to sell such securities before any anticipated recovery of the entire amortized cost basis. There were no material realized gains or losses from short-term investments that were reclassified out of accumulated other comprehensive income for the years ended December 31, 2023 and 2022. For short-term investments that have unrealized losses, the Company evaluated whether (i) the Company has the intention to sell any of these investments, (ii) it is not more likely than not that the Company will be required to sell any of these available-for-sale debt securities before recovery of the entire amortized cost basis and (iii) the decline in the fair value of the investment is due to credit or non-credit related factors. Based on this evaluation, the Company determined that for its short-term investments, there were no material credit or non-credit related impairments as of December 31, 2023 and 2022. The following table summarizes the stated maturities of the Company’s short-term investments: December 31, 2023 December 31, 2022 Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Due within one year $ 90,438 $ 90,533 $ 447,827 $ 440,858 Due after one year through five years 177,278 178,191 — — Total $ 267,716 $ 268,724 $ 447,827 $ 440,858 84 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) 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, 2023 Level 1 Level 2 Level 3 Total Fair Value Cash equivalents Money market funds $ 627,983 $ — $ — $ 627,983 U.S. treasury bills 230,602 — — 230,602 Short-term investments U.S. treasury securities 240,256 — — 240,256 U.S. agency securities — 14,993 — 14,993 Asset-backed securities — 10,500 — 10,500 Corporate debt securities — 2,975 — 2,975 Total assets $ 1,098,841 $ 28,468 $ — $ 1,127,309 December 31, 2022 Level 1 Level 2 Level 3 Total Fair Value Cash equivalents Money market funds $ 462,459 $ — $ — $ 462,459 Short-term investments U.S. treasury securities 378,002 — — 378,002 U.S. agency securities — 29,059 — 29,059 Commercial paper — 28,815 — 28,815 Corporate debt securities — 4,982 — 4,982 Total assets $ 840,461 $ 62,856 $ — $ 903,317 The Company classifies money market funds, U.S. treasury bills, commercial paper, U.S. treasury securities, U.S. agency securities, asset-backed securities 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, 2023 and 2022. 85 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and 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, 2023 December 31, 2022 Prepaid expenses $ 6,342 $ 9,082 Inventory 4,309 5,150 Prepaid hosting and data costs 5,815 6,443 Accrued interest receivable 4,457 3,983 Prepaid insurance 2,678 3,729 Card program deposits 128 2,128 Contract assets 1,461 621 Other current assets 2,043 6,871 Prepaid expenses and other current assets $ 27,233 $ 38,007 Property and Equipment, net Property and equipment consisted of the following: December 31, 2023 December 31, 2022 Leasehold improvements $ 8,110 8,110 Computer equipment 8,885 9,115 Furniture and fixtures 2,597 2,542 Internally developed and purchased software 19,324 3,082 38,916 22,849 Accumulated depreciation and amortization ( 20,152 ) ( 15,409 ) Property and equipment, net $ 18,764 $ 7,440 Depreciation and amortization expense related to property and equipment was $ 10.7 million, $ 3.9 million and $ 3.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company capitalized $ 16.4 million as internal-use software development costs during the year ended December 31, 2023. Internal-use software development costs during the year ended December 31, 2022 were no t material. Other Assets Other assets consisted of the following: December 31, 2023 December 31, 2022 Contract assets, noncurrent $ 9,397 $ 1,323 Deferred tax assets 495 1,207 Other noncurrent assets 6,695 4,592 Other assets $ 16,587 $ 7,122 86 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and 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, 2023 December 31, 2022 Accrued costs of revenue $ 73,645 $ 57,191 Accrued compensation and benefits 42,095 41,268 Deferred revenue 11,829 17,048 Due to Issuing Banks 7,892 — Accrued tax liabilities 4,929 4,978 Accrued professional services 4,559 4,784 Operating lease liabilities, current portion 3,908 3,394 Reserve for contract contingencies and processing errors 3,754 2,494 Other accrued liabilities 8,903 5,730 Accrued expenses and other current liabilities $ 161,514 $ 136,887 Other Liabilities Other liabilities consisted of the following: December 31, 2023 December 31, 2022 Deferred revenue, net of current portion $ 4,071 $ 4,202 Other long-term liabilities 520 1,275 Other liabilities $ 4,591 $ 5,477 9. Leases In 2016, the Company entered into a lease agreement for its corporate headquarters in Oakland, California for 19,000 square feet of office space, which was subsequently amended resulting in a total of 63,000 square feet of office space being leased. The non-cancellable operating lease expires in February 2026 and includes options to extend the lease term, generally at the then-market rates. The Company excludes extension options that are not reasonably certain to be exercised from its lease terms. The Company’s lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms. The Company is responsible for operating expenses that exceed the amount of base operating expenses as defined in the original lease agreement. The Company's operating lease costs are as follows: Year Ended December 31, 2023 2022 2021 Operating lease cost $ 3,372 $ 3,372 $ 3,424 Variable lease cost 490 439 212 Short-term lease cost 247 435 358 Total lease cost $ 4,109 $ 4,246 $ 3,994 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. 87 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) 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, 2023 December 31, 2022 Weighted average remaining operating lease term (in years) 2.1 3.1 Weighted average discount rate 7.7 % 7.7 % Maturities of operating lease liabilities by year are as follows as of December 31, 2023: 2024 4,472 2025 4,599 2026 780 Total lease payments $ 9,851 Less imputed interest ( 817 ) Total operating lease liabilities $ 9,034 10. Commitments and Contingencies Letters of Credit In connection with the lease for its corporate headquarters office space, 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, which deposit is classified as Restricted cash in the Consolidated Balance Sheets. Purchase Obligations As of December 31, 2023, the Company had non-cancellable purchase commitments with certain service providers and Issuing Banks of $ 187.4 million, payable over the next 3 years. These purchase obligations include $ 174.6 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, 2023, 2022 and 2021, the Company contributed a total of $ 5.5 million, $ 5.8 million and $ 3.1 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. As of December 31, 2023 and 2022, there were no legal contingency matters, either individually or in aggregate, that would have a material adverse effect on the Company’s financial position, results of operations, or cash flows. Given the unpredictable nature of legal proceedings, the Company bases its assessment on the information available at the time. As additional information becomes available, the Company reassesses the potential liability and may revise the estimate. Settlement of Payment Transactions Generally, customers deposit a certain amount of pre-funding into accounts maintained at Issuing Banks to settle their payment transactions. Such pre-funding amounts may only be used to settle customers’ payment transactions and are not considered assets of the Company. As such, the funds held in customers’ accounts at Issuing Banks are not reflected on the Company’s Consolidated Balance Sheets. If a customer does not have sufficient funds to settle a transaction, the Company is liable to the Issuing Bank to settle the transaction and would therefore incur losses if such amounts cannot be subsequently recovered from the customer. At December 31, 2023, we had $ 7.0 million in Restricted cash which included a deposit held at an Issuing Bank to provide the Issuing Bank collateral in the event that our 88 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) customers' funds are not deposited at the Issuing Bank in time to settle our customers' transactions with the Card Networks. Indemnifications In the ordinary course of business, the Company enters into agreements of varying scope and terms pursuant to which it agrees to indemnify customers, Card Networks, Issuing Banks, vendors, lessors, and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. With respect to Issuing Banks, the Company has received requests for indemnification from time to time and may indemnify the Issuing Bank for losses the Issuing Bank may incur for non-compliance with applicable law and regulation, if those losses resulted from the Company’s failure to perform under its program agreement with the Issuing Bank. 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. No demands have been made upon the Company to provide indemnification under such agreements and there are no claims that the Company is aware of that could have a material effect on its Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Loss, or Consolidated Statements of Cash Flows. The Company also includes service level commitments to its customers warranting certain levels of performance and permitting those customers to receive credits in the event the Company fails to meet those levels. 11. Stock Incentive Plans The Company has granted share-based awards to employees, non-employee directors, and other service providers of the Company under the Amended and Restated 2011 Equity Incentive Plan (“2011 Plan”) and the 2021 Stock Option and Incentive Plan (“2021 Plan” and, together with the 2011 Plan, the “Plans”). The 2011 Plan was terminated in June 2021 in connection with the IPO but continues to govern the terms of outstanding awards that were granted prior to the IPO. Additionally, the Company offers an ESPP, which allows employees to purchase shares of common stock at 85 % of the fair value of the Company’s Class A common stock on the first or last day of the offering period, whichever is lower. The offering periods are six months long and start in May and November of each year. The following table presents the share-based compensation expense recognized within the following line items in the Consolidated Statement of Operations and Comprehensive Loss and Consolidated Balance Sheet in the periods presented: Year Ended December 31, 2023 2022 2021 Restricted stock units $ 99,648 $ 76,094 $ 59,652 Stock options 26,323 28,816 31,231 Executive Chairman Long-Term Performance Award 53,214 53,214 38,189 Employee Stock Purchase Plan 1,554 2,619 1,946 Secondary sales of common stock — — 11,642 Share-based compensation recorded within Compensation and benefits 180,739 160,743 142,660 Property and equipment (capitalized internal-use software) 4,492 — — Total share-based compensation expense $ 185,231 $ 160,743 $ 142,660 89 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) Restricted Stock Units Restricted Stock Units RSUs granted prior to April 1, 2021 vest upon the satisfaction of both a service condition and a liquidity condition. The service condition for these awards is satisfied over four years . On June 8, 2021, the Company completed its IPO and the liquidity condition for these awards was satisfied and the Company recognized a cumulative share-based compensation expense of $ 23.1 million associated with RSUs that had service-vested as of the IPO completion date. Subsequent to the IPO, the unamortized grant date fair value of these RSUs will be recorded as share-based compensation expense over the remaining service period. RSUs granted on or after April 1, 2021, vest upon the satisfaction of a service condition. In general, the service condition for these awards is satisfied over three or four years . The fair value of RSUs is based on the closing price of the Company’s Class A common stock on the grant date. Prior to the IPO, the fair value of RSUs was based on the fair value of the underlying common stock on the grant date as determined by the Company’s board of directors at each meeting in which RSU awards were approved. A summary of the Company's RSUs activity under the Plans was as follows: Number of Restricted Stock Units Weighted-average grant date fair value per share Balance as of December 31, 2021 9,001,949 $ 18.30 Granted 36,159,090 8.91 Vested ( 4,883,296 ) 13.99 Canceled and forfeited ( 6,131,197 ) 14.07 Balance as of December 31, 2022 34,146,546 $ 9.74 Granted 31,060,513 4.62 Vested ( 14,128,901 ) 8.47 Canceled and forfeited ( 12,901,086 ) 7.98 Balance as of December 31, 2023 38,177,072 $ 6.64 As of December 31, 2023, unrecognized compensation costs related to unvested RSUs was $ 231.4 million. These costs are expected to be recognized over a weighted-average period of 2.5 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). 90 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) A summary of the Company's stock option activity under the Plans is as follows: Number of Options Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (1) Balance as of January 1, 2021 23,421,374 $ 1.35 8.33 $ 248,002 Granted 29,113,555 20.07 Exercised ( 4,277,344 ) 1.18 Canceled and forfeited ( 4,072,097 ) 5.58 Balance as of December 31, 2021 44,185,488 $ 13.31 8.46 $ 279,242 Granted 4,182,522 10.16 Exercised ( 7,785,748 ) 1.20 Canceled and forfeited ( 4,425,817 ) 6.60 Balance as of December 31, 2022 36,156,445 $ 16.37 7.67 $ 29,101 Granted 6,080,148 5.35 Exercised ( 3,353,103 ) 1.58 Canceled and forfeited ( 2,212,852 ) 13.24 Balance as of December 31, 2023 36,670,638 $ 16.09 7.45 $ 24,481 Exercisable as of December 31, 2023 (2) 10,677,680 $ 11.62 7.12 $ 17,426 Vested as of December 31, 2023 8,355,940 $ 10.12 6.84 $ 15,917 (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 weighted-average grant date fair value of options granted during the years ended December 31, 2023, 2022, and 2021, was $ 3.52 , $ 5.89 , and $ 12.10 , per share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2023, 2022, and 2021, was $ 12.2 million, $ 61.6 million, and $ 83.0 million, respectively. The total grant-date fair value of options vested during the years ended December 31, 2023, 2022, and 2021, was $ 61.8 million, $ 40.0 million, and $ 17.6 million, respectively. As of December 31, 2023, aggregate unrecognized compensation costs related to unvested outstanding stock options, excluding the Executive Chairman Long-Term Performance Award, was $ 43.3 million. These costs are expected to be recognized over a weighted-average period of 2.1 years. The fair values of stock options granted were estimated using the Black-Scholes option pricing model and the following weighted-average assumptions: Year Ended December 31, 2023 2022 2021 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 70.78 % 61.52 % 52.36 % Expected term (in years) 6.04 6.08 6.14 Risk-free interest rate 3.78 % 2.32 % 1.00 % 91 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) Executive Chairman Long-Term Performance Award In April and May 2021, the Company’s board of directors granted the Company’s Executive Chairman and then-Chief Executive Officer equity incentive awards in the form of performance-based stock options covering 19,740,923 and 47,267 shares of the Company’s Class B common stock with an exercise price of $ 21.49 and $ 23.40 per share, respectively, (collectively, the “Executive Chairman Long-Term Performance Award,” formerly known as the CEO Long-Term Performance Award). The Executive Chairman Long-Term Performance Award vests upon the satisfaction of a service condition and the achievement of certain stock price hurdles over a seven year performance period following the expiration of the lock-up period associated with the Company’s IPO in 2021. The stock price hurdle will be achieved if the average closing price of a share of the Company’s Class A common stock during any 90 consecutive trading day period during the performance period equals or exceeds the Company stock price hurdle set forth in the table below. The Executive Chairman Long-Term Performance Award is divided into seven equal tranches which vest upon the achievement of the following Company stock price hurdles: Tranche Company Stock Price Hurdle Number of Options Eligible to Vest 1 $ 67.50 2,826,884 2 $ 78.98 2,826,884 3 $ 92.40 2,826,884 4 $ 108.11 2,826,884 5 $ 126.49 2,826,884 6 $ 147.99 2,826,884 7 $ 173.15 2,826,884 Total 19,788,188 The weighted-average grant date fair value of the seven tranches of the Executive Chairman Long-Term Performance Award was estimated to be $ 10.53 per option share. As of December 31, 2023, the aggregate unrecognized compensation cost of the Executive Chairman Long-Term Performance Award was $ 63.8 million, which is expected to be recognized over the remaining derived service period of 2.1 years. Secondary Sales of Common Stock Prior to the completion of the IPO, certain economic interest holders acquired outstanding common stock from current or former employees for a purchase price greater than the Company's estimated fair value at the time of the transactions. During 2021, the Company recorded share-based compensation expense for the difference between the price paid and the estimated fair value on the date of the transaction of $ 11.6 million. 12. Stockholders’ Equity Transactions Warrants to Purchase Common Stock In 2021 and 2020, the Company issued warrants to customers to purchase up to 1,150,000 and 750,000 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 are recorded as a reduction to net revenue over the term of the respective customer contract based on the expected pattern of processing volume generated by the customer and the probability of vesting conditions being met. 92 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) As of December 31, 2023 and 2022, 1,101,262 and 695,637 warrants were vested, respectively. The Company recorded $ 5.5 million and $ 7.3 million as a reduction of net revenue related to these warrants during the years ended December 31, 2023 and 2022, respectively. Upon vesting, the fair value of the vested warrants are recorded into the Company’s additional paid-in capital. Timing differences caused by the pattern of processing volume generated by the customer over the term 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. 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 are based on general business and market conditions, and other factors, including legal requirements. The 2022 Share Repurchase Program has no set expiration date; however, repurchases under the program were complete as of March 31, 2023. During the year ended December 31, 2023, the Company repurchased and subsequently retired 3.2 million shares for $ 21.0 million under the 2022 Share Repurchase Program, for an average price of $ 6.46 . During the year ended December 31, 2022, the Company repurchased and subsequently retired 11.7 million shares for $ 79.2 million under the 2022 Share Repurchase Program, for an average price of $ 6.77 . On May 8, 2023, the Company’s board of directors authorized a share repurchase program of up to $ 200 million of the Company’s Class A common stock (“2023 Share Repurchase Program”). Under the 2023 Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, in privately negotiated transactions or by other means, in accordance with applicable federal securities laws, including through trading plans under Rule 10b5-1 of the Exchange Act. The number of shares repurchased and the timing of purchases are based on general business and market conditions, and other factors, including legal requirements. The 2023 Share Repurchase Program has no set expiration date. During the year ended December 31, 2023, the Company repurchased and subsequently retired 31.3 million shares for $ 169.4 million under the 2023 Share Repurchase Program, for an average price of $ 5.41 . As of December 31, 2023, $ 32.2 million remained available for future share repurchases under the 2023 Share Repurchase Program. The total price of the shares repurchased and related transaction costs and excise taxes are reflected as a reduction to Common stock and additional paid-in capital on the Company’s Consolidated Balance Sheets . 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 are accounted for as occurred. Additionally, the Company reduced previously accrued bonuses for impacted employees of $ 2.9 million due to the terms of the Restructuring Plan. These costs were included in Compensation and benefits in the Consolidated Statements of Operations and Comprehensive Loss. 93 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) The following table summarizes the Company’s restructuring liability that was included in Accrued expenses and other current liabilities on the Consolidated Balance Sheet: Balance as of December 31, 2022 $ — Restructuring charges 14,588 Cash payments ( 14,588 ) Balance as of December 31, 2023 $ — 14. Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is as follows: Year Ended December 31, 2023 2022 2021 Numerator Net loss attributable to Class A and Class B common stockholders $ ( 222,962 ) $ ( 184,780 ) $ ( 163,929 ) Denominator Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted 532,540,175 545,397,254 362,756,466 Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ ( 0.42 ) $ ( 0.34 ) $ ( 0.45 ) Basic net loss per share is the same as diluted net loss per share because the Company reported a net loss for the years ended December 31, 2023, 2022 and 2021 respectively. The rights, including the liquidation and dividend rights, of the holders of Class A common stock and Class B common stock are identical, except with respect to voting. As the 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 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. Potentially dilutive securities that were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect were as follows: As of December 31, 2023 2022 2021 Warrants to purchase Class B common stock 1,900,000 1,900,000 1,900,000 Stock options outstanding, including early exercise of options 36,670,638 36,156,445 45,307,479 Unvested RSUs outstanding 38,177,072 34,146,546 9,001,949 Shares committed under the ESPP 253,317 408,831 211,118 Stock options and RSUs available for future grants 70,722,895 60,892,581 61,893,427 Total 147,723,922 133,504,403 118,313,973 94 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) 15. Income Tax The components of loss before income taxes by tax jurisdiction were as follows: Year Ended December 31, 2023 2022 2021 United States $ ( 231,790 ) $ ( 185,612 ) $ ( 165,160 ) Foreign 1,215 730 591 Loss before income tax expense $ ( 230,575 ) $ ( 184,882 ) $ ( 164,569 ) The components of income tax expense (benefit) were as follows: Year Ended December 31, 2023 2022 2021 Current: Federal $ — $ — $ — State 83 353 38 Foreign ( 139 ) 18 — ( 56 ) 371 38 Deferred: Federal ( 6,347 ) — — State ( 2,025 ) — — Foreign 815 ( 473 ) ( 678 ) ( 7,557 ) ( 473 ) ( 678 ) Total: Federal ( 6,347 ) — — State ( 1,942 ) 353 38 Foreign 676 ( 455 ) ( 678 ) Income tax benefit $ ( 7,613 ) $ ( 102 ) $ ( 640 ) The reconciliation of the Company's effective tax rate to the statutory federal rate is as follows: Year Ended December 31, 2023 2022 2021 Taxes at federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal effect 6.5 % 4.6 % 4.0 % Share-based compensation ( 3.1 ) % 3.9 % 4.5 % Executive compensation ( 11.0 ) % ( 13.8 ) % ( 8.3 ) % Research and development credits 17.0 % — % — % Change in uncertain tax positions ( 4.2 ) % — % — % Mergers and acquisitions 3.5 % — % — % Nondeductible compensation ( 7.4 ) % — % — % Other ( 1.6 ) % 1.4 % ( 0.3 ) % Change in valuation allowance ( 17.4 ) % ( 17.0 ) % ( 20.5 ) % Effective tax rate 3.3 % 0.1 % 0.4 % 95 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) Deferred tax assets and liabilities consist of the following: December 31 2023 2022 Deferred tax assets: Federal and state net operating losses $ 50,498 $ 33,497 Research and development credits 27,729 77 Property and equipment 586 205 Accruals and other 9,016 20,884 Share-based compensation 10,484 14,490 Research and development capitalization expenditures 36,743 23,404 Reserve for contract contingencies and processing errors 951 614 Deferred revenue 1,018 6,011 Lease liability 2,288 3,061 Total deferred tax assets 139,313 102,243 Less valuation allowance ( 128,150 ) ( 98,816 ) Total deferred tax assets, net of valuation allowance 11,163 3,427 Deferred tax liabilities: Intangibles ( 9,025 ) — Right-of-use asset ( 1,643 ) ( 2,220 ) Total deferred tax liabilities ( 10,668 ) ( 2,220 ) Net deferred tax assets $ 495 $ 1,207 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, 2023 and 2022 included historical and projected future operating losses. As a result, the Company concluded that an additional valuation allowance of $ 29.3 million and $ 30.0 million was required to reflect the change in its deferred tax assets prior to valuation allowance during 2023 and 2022, respectively. As of December 31, 2023 and 2022, the Company considered it more likely than not that substantially all of its deferred tax assets would not be realized. The Tax Cuts and Jobs Act of 2017 (TCJA) requires research and development (R&D) expenditures incurred under Section 174 for tax years beginning after December 31, 2021, to be capitalized and amortized ratably over 5 years for domestic research and 15 years for international research. The mandatory capitalization requirement had no material impact to the Company’s 2023 income tax provision due to the Company’s tax attributes carryover and full valuation allowance position. As of December 31, 2023, the Company had net operating loss carryforwards of approximately $ 194.8 million and $ 153.1 million for federal and state tax purposes, respectively. Of the Company's federal net operating loss carryforwards as of December 31, 2023, $ 158.7 million can be carried forward indefinitely but is limited to 80% of taxable income. If not utilized, the federal and state net operating carryforwards will begin to expire in 2033 and 2025, respectively. 96 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) In addition, the Company had research and development tax credit carryforwards of approximately $ 27.9 million for federal income tax purposes and $ 11.3 million for California 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. 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, 2023, 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. 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, 2023 2022 2021 Beginning balance $ — $ — $ — Reductions of tax positions taken during previous years — — — Additions based on uncertain tax positions related to the current period 3,238 — — Additions based on uncertain tax positions related to the prior periods 6,562 — — Ending balance $ 9,800 $ — $ — The Company’s policy is to include interest and penalties related to unrecognized tax benefits within our tax provision for income taxes. The Company did no t accrue any interest or penalties during the year ended December 31, 2023. The Company had $ 9.8 million of gross unrecognized tax benefits as of December 31, 2023, which would not affect its effective tax rate if recognized due to the Company’s valuation allowance. The Company expects no significant increases or decreases to its unrecognized benefits within the next twelve months. 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 on deposit with financial institutions may exceed federally insured limits. Cash and cash equivalents as of December 31, 2023 and December 31, 2022 included $ 628.0 million and $ 462.5 million, respectively, of investments managed by two financial institutions, which invest primarily in securities issued by the U.S. Government or U.S. Government agencies. 97 Table of Contents Marqeta, Inc. Notes to Consolidated Financial Statements (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted) As of December 31, 2023, short-term investments were $ 268.7 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. Treasuries and U.S. agency securities, which amounted to $ 255.2 million, or 95 % of the short-term investments. As of December 31, 2023, all debt securities within the Company's portfolio are investment grade. As of December 31, 2022, short-term investments were $ 440.9 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 $ 407.1 million, or 92 % of the short-term investments. As of December 31, 2022, all debt securities within the Company's portfolio are 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, 2023, 2022 and 2021, 76 %, 82 % and 90 % 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. For each significant customer, net revenue as a percentage of total net revenue and customers' receivables as a percentage of total customers' receivables are as follows: Percent of Net Revenue for the Year Ended December 31, 2023 2022 2021 Customer A 68 % 71 % 69 % Percent of Customers' Receivables as of December 31, 2023 2022 Customer B 11 % 18 % 17. Related Party Transactions The Company may enter into transactions with related parties. The Company had an equity method investment in a private company, which was a related party up until the investment was sold in October 2022. During the years ended December 31, 2022 and 2021, the Company earned net revenue of $ 2.7 million and $ 2.8 million from the private company, respectively. Prior to the completion of the IPO, DFS Services LLC, a holder of more than 5 % of the Company's outstanding capital stock, was a related party. During the year ended December 31, 2021, the Company incurred $ 30.4 million in Card Network fees, net, recorded within Costs of revenue in the Consolidated Statements of Operations and Comprehensive Loss, to PULSE Network LLC, an entity affiliated with DFS Services LLC. 98 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures None.