2 unchanged sentences
We are currently involved in the following matter:
−Removed: On August 24, 2023, a putative class action and shareholder derivative lawsuit was filed in the case captioned Stephanie Smith v.
−Removed: Jason Gardner, et al.
−Removed: 2023-0872-MTZ) in the Court of Chancery for the State of Delaware against each of the members of our board of directors and naming Marqeta as a nominal defendant.
−Removed: The complaint alleges that the individual defendants breached fiduciary duties in approving the 2023 Share Repurchase Program by failing to implement measures to prevent Marqeta founder Jason Gardner from acquiring control of the Company or to ensure that unaffiliated stockholders receive a control premium.
−Removed: The plaintiff seeks damages and injunctive relief in the case, among other relief.
−Removed: On February 24, 2024 the parties entered into a Standstill and Release Agreement (the “Standstill Agreement”) in which (i) the plaintiff agreed to file a stipulation of dismissal of the lawsuit, (ii) Mr.
−Removed: Gardner agreed not to take unilateral, affirmative action to increase his voting power above 49.99% of the total voting power of the Company’s outstanding stock for the period of time between and including February 24, 2024 and September 11, 2024, and (iii) the parties agreed to releases and related provisions.
−Removed: The stipulation of dismissal has received court approval.
−Removed: The summary of the Standstill Agreement is qualified in its entirety by reference to the full text, which is filed as Exhibit 99.1 to this Form 10-K and is incorporated herein by reference.
+Added: On December 9, 2024, a putative securities class action lawsuit, captioned Wai v.
+Added: Marqeta, Inc., et al.
+Added: 24-cv-08874 (N.D.
+Added: Cal.), was filed in federal court in the Northern District of California (“Court”) against the Company, its Chief Executive Officer, and its Chief Financial Officer (“Defendants”) alleging violations of federal securities laws.
+Added: The lawsuit asserts that during the putative class period of between August 7, 2024 and November 4, 2024, Defendants made false or misleading statements relating to the Company’s performance or revenue and gross profit expectations in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.
+Added: On December 10, 2024, a second putative securities class action lawsuit, captioned Ford v.
+Added: Marqeta, Inc., et al.
+Added: 24-cv-08892 (N.D.
+Added: Cal.), was filed in the same Court against the same Defendants alleging violations of the same federal securities laws.
+Added: The second lawsuit asserts similar theories of liability as the first lawsuit but alleges a broader putative class period of between May 7, 2024 and November 4, 2024 and some additional and/or different allegations on which the claims are based.
+Added: Both lawsuits (collectively, the “Securities Actions”) seek to recover damages on behalf of shareholders who acquired shares of the Company’s common stock during their respective putative class periods.
+Added: Several individuals filed motions to consolidate the Securities Actions and for appointment as lead plaintiff, which are scheduled for a hearing on March 18, 2025.
+Added: We expect that the Securities Actions will be consolidated and proceed as one lawsuit after the Court appoints a lead plaintiff for the putative class.
+Added: On February 4, 2025, a putative shareholder derivative lawsuit, captioned Smith v.
+Added: Khalaf, et al.
+Added: 25-cv-01174 (N.D.
+Added: Cal.), was filed in the same Court against the Company’s Chief Executive Officer, its Chief Financial Officer, and its Board of Directors, and names the Company as a nominal defendant.
+Added: This lawsuit asserts claims for breach of fiduciary duties and violations of federal securities laws, among other claims, between the time period of May 7, 2024 and November 4, 2024 under similar theories as the Securities Actions.
+Added: Another substantially similar putative shareholder derivative lawsuit, captioned Ojserkis v.
+Added: Khalaf, et al.
+Added: 25-cv-01883 (N.D.
+Added: Cal.), was filed on February 21, 2025.
+Added: Given the inherent uncertainty of litigation, the Company cannot reasonably estimate the likelihood of an unfavorable outcome or the amount or range of any potential loss.
+Added: The Company and the other Defendants intend to file a motion to dismiss the Securities Actions after the Court-appointed lead plaintiff files a consolidated amended complaint or otherwise designates the operative complaint for the Securities Actions.
Not applicable.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.