What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-02-26 compared with 2024-02-28 · 142 added, 88 removed, 255 unchanged (47% of the section changed)

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A discussion regarding our liquidity, financial condition, and results of operations for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023 is presented below.

A discussion regarding our liquidity, financial condition, and results of operations for the fiscal year ended December 31, 2022 compared to the fiscal year ended December 31, 2021 can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on February 28, 2023, which is hereby incorporated by reference.

A discussion regarding our liquidity, financial condition, and results of operations for the fiscal year ended December 31, 2023 compared to the fiscal year ended December 31, 2022 can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 28, 2024, which is hereby incorporated by reference.

Marqeta’s mission is modernizing financial services by making the entire payment experience native and delightful.

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We also deliver robust card program management, allowing our customers to embed Marqeta in their offering without having to build certain complex compliance elements or customer support services.

Marqeta’s innovative products are developed with deep domain expertise and a customer-first mindset to launch, scale, and manage card programs.

Marqeta provides all of its customers with issuer processor services, and for most of its customers it also acts as a card program manager.

Depending on a customer’s desired level of control and responsibility, Marqeta can work with companies in a range of different configurations, but generally provides the following offerings:

• Managed By Marqeta:

With Managed By Marqeta, Marqeta typically connects customers to an Issuing Bank partner to act as the BIN sponsor for the customer’s card program, manages the customer’s card program on behalf of the Issuing Bank, and provides a full range of services including configuring many of the critical resources required by a customer’s production environment.

In addition to providing the customer access to the Marqeta dashboard via our APIs, Marqeta also manages a number of the primary tasks related to launching a card program, such as defining and managing the program with the Card Networks and Issuing Bank, operating the program and managing certain profitability components, and managing compliance with applicable regulations, the Issuing Bank, and Card Network rules.

Also available are a variety of managed services, including dispute management, fraud scoring, card fulfillment, reconciliation, and cardholder support services.

• Powered By Marqeta:

With Powered By Marqeta, Marqeta also provides customers access to the Marqeta dashboard via our APIs, provides payment processing, and assists with certain configuration elements that enable the customer to use the platform independently.

Generally, our PxM customers are responsible for other elements of the card program, including defining and managing the program with the Card Networks and Issuing Bank as well as managing compliance with applicable regulations, the Issuing Bank, and Card Network rules.

Given the modularity of the Marqeta platform, certain customers can also opt to incorporate some elements of MxM into their card program to create a custom solution.

Many customers adopt some combination of the MxM managed services even when not adopting the full MxM offering.

See the section titled “Business” under Part I, Item 1 of this Annual Report on Form 10-K for further discussion of our business and products.

Impact of Macroeconomic Factors

We are unable to predict the impact macroeconomic factors, including various geopolitical conflicts, ongoing supply chain shortages, higher inflation and interest rates, and uncertainty in global economic conditions will have on our processing volumes, and on our future results of operations.

We are unable to predict the impact macroeconomic factors, including various geopolitical conflicts, uncertainty related to global elections, changes in inflation and interest rates, and uncertainty in global economic conditions, will have on our processing volumes and on our future results of operations.

A deterioration in macroeconomic conditions could increase the risk of lower consumer spending, consumer and merchant bankruptcy, insolvency, business failure, higher credit losses, foreign currency fluctuations, or other business interruption, which may adversely impact our business.

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Gross margin 69 % 49 % 43 %

Net loss (in thousands) $ (222,962) $ (184,780) $ (163,929)

Net loss margin (33) % (25) % (32) %

Net income (loss) (in thousands)

$ 27,287 $ (222,962) $ (184,780)

Net income (loss) margin

5 % (33) % (25) %

Total operating expenses (in thousands) $ 376,315 $ 612,529 $ 529,809

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share-based compensation expense;

executive chairman long-term performance award;

payroll tax related to share-based compensation;

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income tax expense (benefit);

and other income (expense) net, which consists of changes in the fair value of redeemable convertible preferred stock warrant liabilities (for periods prior to the IPO), interest income from our short-term investments, realized foreign currency gains and losses, our share of equity method investments’ profit or loss, impairment of equity method investments or other financial instruments, and gain from sale of equity method investments.

and other income, net, which consists of interest income from our short-term investments, realized foreign currency gains and losses, our share of equity method investments’ profit or loss, impairment of equity method investments or other financial instruments, and gain from sale of equity method investments.

We believe that Adjusted EBITDA is an important measure of operating performance because it allows management and our board of directors to evaluate and compare our core operating results, including our operating efficiencies, from period to period.

Additionally, we utilize Adjusted EBITDA as an input into our calculation of our annual employee bonus plans.

See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures and a reconciliation of net loss to Adjusted EBITDA.

Additionally, we utilize Adjusted EBITDA as an input into our calculation of our annual employee bonus plans and performance-based restricted stock units.

See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures, a change in presentation, and a reconciliation of Net income (loss) to Adjusted EBITDA.

Adjusted EBITDA Margin - Adjusted EBITDA Margin is a non-GAAP financial measure that is calculated as Adjusted EBITDA divided by Net revenue.

This measure is used by management and our board of directors to evaluate our operating efficiency.

See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures and a reconciliation of net loss to Adjusted EBITDA Margin.

See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures and a reconciliation of Net income (loss) to Adjusted EBITDA Margin.

Non-GAAP operating expenses - Non-GAAP operating expenses is a non-GAAP financial measure that is calculated as Total operating expenses adjusted to exclude depreciation and amortization;

share-based compensation expense;

executive chairman long-term performance award;

payroll tax related to share-based compensation;

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We believe that non-GAAP operating expenses is an important measure of operating performance because it allows management and our board of directors to evaluate and compare our core operating results, including our operating efficiencies, from period to period.

See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures and a reconciliation of total operation expenses to non-GAAP operating expenses.

See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures, a change in presentation, and a reconciliation of total operation expenses to non-GAAP operating expenses.

Components of Results of Operations

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Platform services revenue also includes processing and other fees.

Interchange Fees are earned on card transactions we process for our customers and are based on a percentage of the transaction amount plus a fixed amount per transaction.

“Interchange Fees” are transaction-based and volume-based fees set by a Card Network and paid by a merchant bank to the Issuing Bank that issued the payment card used to purchase goods or services from a merchant.

The Company earns Interchange Fees on card transactions we process for our customers and are based on a percentage of the transaction amount plus a fixed amount per transaction.

Interchange Fees are recognized when the associated transactions are settled.

“Revenue Share” payments are incentives to our customers to increase their processing volumes on our platform.

Revenue Share is generally computed as a percentage of the Interchange Fees earned or processing volume and is paid to our customers monthly.

Revenue Share is generally computed as a percentage of the Interchange Fees earned or processing volume and is paid to our MxM customers monthly.

Revenue Share payments are recorded as a reduction to net revenue.

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Costs of Revenue

Costs of revenue consist of Card Network fees, Issuing Bank fees, 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 fees are equal to a specified percentage of processing volume or a fixed amount per transaction routed through the respective Card Network.

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For certain incentive arrangements with an annual measurement period, the one-year period may not align with our fiscal year.

Additionally, unusual fluctuations in Card Network fees can occur in the quarter in which volume thresholds are attained as higher incentive rates are applied to volumes over the entire measurement periods, which can span six or twelve months.

Operating Expenses

We record network incentives in the period we attain the contractual volume thresholds, given the uncertainty in the ultimate annual attainment of incentives.

As such, unusual fluctuations in Card Network fees can occur in the quarter in which volume thresholds are attained as higher incentive rates are applied to volumes over the entire measurement periods, which can span six or twelve months.

Generally, we earn a higher rate of monetary incentives during the first quarter of our fiscal year, as the annual measurement period is closest to completion and higher volume thresholds have been reached.

In the second quarter of the fiscal year, we generally earn the lowest rate of monetary incentives, as the annual measurement period and volume thresholds have reset.

As we continue to enhance our processes and improve our ability to estimate these annual incentives with increasing precision, the fluctuation in recognition of these network incentives throughout the year is expected to diminish.

Operating Expenses (Benefit)

Compensation and Benefits.

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Other operating expenses consist primarily of insurance costs, indemnification costs, travel-related expenses, indirect state and local taxes, and other general office expenses.

Other Income (Expense), net

Other income (expense), net consists primarily of interest income from our short-term investments and cash deposits, gain from sale of equity method investments, impairment of equity method investments or other financial instruments, equity method investment share of loss, realized foreign currency gains and losses, and changes in the fair value of the redeemable convertible preferred stock warrant liabilities (for periods prior to the IPO).

Income Tax Benefit

Income tax expense consists of U.S.

Executive Chairman Long-Term Performance Award.

Executive Chairman Long-Term Performance Award consists of share-based compensation related to the Executive Chairman’s Long-Term Performance Award, including the impact of forfeiture.

The Executive Chairman Long-Term Performance Award was forfeited in the current year as a result of the Company’s Executive Chairman transitioning to a non-employee director role on the board of directors.

Other Income, net

Other income, net consists primarily of interest income from our short-term investments and cash deposits, gain from sale of equity method investments, impairment of equity method investments or other financial instruments, equity method investment share of loss, and realized foreign currency gains and losses.

Income Tax Expense (Benefit)

Income tax expense (benefit) consists of U.S.

federal and state income taxes, and income taxes related to certain foreign jurisdictions.

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Gross profit 351,849 329,514 320,001

Operating expenses:

Operating expenses (benefit):

Compensation and benefits 397,595 446,381 361,880

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Other operating expenses 16,780 17,975 26,513

Executive chairman long-term performance award

(144,617) 53,214 53,214

Total operating expenses 376,315 612,529 529,809

Loss from operations

Other income (expense), net 52,440 24,926 (2,563)

Loss before income tax expense (230,575) (184,882) (164,569)

Income tax benefit

(24,466) (283,015) (209,808)

Net loss $ (222,962) $ (184,780) $ (163,929)

Other income, net

52,546 52,440 24,926

Income (Loss) before income tax expense

28,080 (230,575) (184,882)

Income tax expense (benefit)

793 (7,613) (102)

Net income (loss)

$ 27,287 $ (222,962) $ (184,780)

Comparison of the Fiscal Years Ended December 31, 2024 and 2023

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In prior periods, these costs were included within Costs of revenue.

The impact of these fees for the year ended December 31, 2023 was a $234.4 million reduction to net revenue, negatively impacting the growth rate by 31 percentage points.

The impact of these fees for the year ended December 31, 2024 was a $264.7 million reduction to Net revenue, negatively impacting the growth rate by 39 ppts.

These decreases in net revenue were partially offset by increased TPV from Block’s programs.

Revenue from other customers decreased $3.4 million, primarily driven by one customer migrating a portion of one of their programs to a competitor starting in Q3 2022, unfavorable changes in the mix of our card programs, particularly the growth of our PxM offering, and the impact of contract renewals partially offset by a 33% increase in TPV.

Other services revenue decreased $1.0 million, or 4%, for the year ended December 31, 2023 compared to the year ended December 31, 2022 due primarily to a decrease in card fulfillment revenue.

Net revenue from other customers increased $52.4 million primarily driven by an increase in TPV partially offset by the impact of contract renewals and unfavorable changes in the mix of our card programs, particularly the growth of our PxM offering.

Other services revenue increased $3.7 million, or 17%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This growth was driven by a rise in card-related fulfillments, which included both one-time replacements and an overall increase in customer card shipments compared to the prior period.

The increase in TPV was mainly driven by growth across all our major verticals, particularly financial services, and PxM customers.

The growth in TPV for our top five customers, as determined by their individual TPV in each respective period, was 33% for the year ended December 31, 2023 compared to the year ended December 31, 2022.

The growth in TPV for our top five customers, as determined by their individual processing volume in each respective period, was 24% for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This growth was mirrored by a 67% increase in TPV from all other customers for the same period.

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The decrease was primarily due to the revenue presentation change for our fees owed to Issuing Banks and Card Networks related to the Cash App primary Card Network volume which are now reflected within net revenue as a result of the August 2023 Block Amendment.

In addition, the Company realized improved economics with Issuing Bank partners.

These decreases were partially offset by increases in Issuing Bank and Network fees driven by increased TPV.

addition, the Company realized improved economics with the Issuing Banks with which we work.

These decreases were partially offset by increases in Issuing Bank and Card Network fees driven by TPV growth.

As a result of the decreases in costs of revenue being less than the decreases in net revenue explained above, our gross profit increased by $22.3 million, or 7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Our gross margin increased to 69% during the year ended December 31, 2024 from 49% during the year ended December 31, 2023.

Operating Expenses

Operating Expenses (Benefit)

Year Ended December 31,

(dollars in thousands) 2024 2023 $ Change % Change

Operating expenses:

Operating expenses (benefit):

Salaries, bonus, benefits, and payroll taxes

$ 261,033 $ 318,856 $ (57,823) (18) %

Share-based compensation 136,562 127,525 9,037 7 %

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Percentage of net revenue 3 % 3 %

Executive chairman long-term performance award

(144,617) 53,214 (197,831) (372) %

Percentage of net revenue

Total operating expenses $ 376,315 $ 612,529 $ (236,214) (39) %

Percentage of net revenue 74% 91%

Salaries, bonus, benefits, and payroll taxes increased by $64.5 million, or 25%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to a $74.7 million, or 38%, increase in employee salaries, partially offset by a $5.3 million, or 13%, decrease in employee bonuses and a $4.8 million, or 35%, decrease in contractor expense.

The increase in employee salaries was driven by $68.9 million in postcombination compensation costs to former employees of Power Finance and $11.6 million in costs related to the restructuring announced in the second quarter of 2023, partially offset by higher salaries, bonus, and benefits costs capitalized for internal-use software development.

Salaries, bonus, benefits, and payroll taxes decreased by $57.8 million, or 18%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The decrease was largely driven by lower year-over-year postcombination compensation costs to former employees of Power Finance.

To a lesser extent, lower year-over-year severance costs related to the restructuring that occurred in 2023, lower average headcount, and an increase in salaries, bonus, and benefits costs capitalized for internal-use software development in 2024 also contributed to the decrease.

Share-based compensation increased by $9.0 million, or 7%, in the year ended December 31, 2024 compared to the year ended December 31, 2023 mainly due to the increase in the number of RSU awards granted to employees, partially offset by higher share-based compensation capitalized for internal-use development.

Year Ended December 31,

(dollars in thousands) 2023 2022 $ Change % Change

Share-based compensation:

Restricted stock units

$ 99,648 $ 76,094 $ 23,554 31 %

Stock options 26,323 28,816 (2,493) (9) %

Executive Chairman Long-Term Performance Award 53,214 53,214 — — %

Employee Stock Purchase Plan 1,554 2,619 (1,065) (41) %

Total share-based compensation $ 180,739 $ 160,743 $ 19,996 12 %

Technology expenses increased by $4.4 million, or 8%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

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Professional services expenses decreased by $1.6 million, or 7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The decrease was due to the decreased consulting and recruiting fees.

Occupancy expense remained relatively flat for the year ended December 31, 2023 compared to the year ended December 31, 2022.

The decrease was due to the lower consulting fees incurred year over year.

Occupancy expense increased by $1.6 million, or 37%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The increase was driven by the $1.4 million impairment of the right-of-use assets associated with the Company's Oakland office.

Depreciation and amortization increased by $6.7 million, or 63%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The increase was primarily due to the amortization of developed technology intangible assets originating from the Power Finance acquisition.

Marketing and advertising expenses decreased by $1.4 million, or 36%, for the year ended December 31, 2023 compared to the year ended December 31, 2022 due to decreased conference and trade show costs incurred in the current year.

The increase was primarily due to an increase in the amortization of internally developed software as more projects have been capitalized and placed into service.

Marketing and advertising expenses increased by $0.4 million, or 16%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Other operating expenses decreased by $1.2 million, or 7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The decrease was primarily due to cost optimization initiatives and an indemnification cost of $5.9 million that was recognized in the prior year.

Other Income (Expense), Net

The decrease was primarily due to cost optimization initiatives in the current year.

Executive chairman long-term performance award decreased for the year ended December 31, 2024 compared to the same period in 2023 primarily due to a one-time reversal of share-based compensation expense of $167.3 million, of which $144.6 million related to expenses recognized in prior periods, as the Executive Chairman Long-Term Performance Award was forfeited in the current year as a result of the Company’s Executive Chairman transitioning to a non-employee director role on the board of directors.

Other Income, Net

Year Ended December 31,

(dollars in thousands) 2024 2023 $ Change % Change

Other income (expense), net $ 52,440 $ 24,926 $ 27,514 110 %

Other income, net

$ 52,546 $ 52,440 $ 106 — %

Percentage of net revenue 10 % 8 %

Other income (expense), net increased by $27.5 million, or 110%, for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to an increase of $32.8 million in interest income earned on our short-term investments portfolio and cash deposit balances, offset by a gain of $17.9 million from the sale of the Company’s equity method investment in a private company paired with an impairment of $11.6 million of an option to purchase the remaining equity interests in an equity method investee incurred during the prior year.

Income Tax Benefit

Income tax benefit increased by $7.5 million for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily attributable to a $8.0 million partial valuation allowance release due to the Power Finance acquisition, offset by income tax expenses resulting from profitable foreign operations.

Other income, net is largely comprised of interest income, and remained relatively flat for the year ended December 31, 2024 compared to the year ended December 31, 2023, as higher average yields were largely offset by lower average investment balances.

Income Tax Expense (Benefit)

We recognized income tax expense of $0.8 million for the year ended December 31, 2024 compared to an income tax benefit of $7.6 million for the year ended December 31, 2023, which was primarily attributable to an $8.0 million partial valuation allowance release during 2023 due to the Power Finance acquisition, partially offset by income tax expenses resulting from profitable foreign operations.

Customer Concentration

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We encourage investors to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures.

A reconciliation of net loss to adjusted EBITDA and GAAP operating expenses to non-GAAP operating expenses for the periods presented is as follows:

A reconciliation of net income (loss) to adjusted EBITDA and GAAP operating expenses to non-GAAP operating expenses for the periods presented is as follows:

Year Ended December 31,

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Net revenue $ 506,995 $ 676,171 $ 748,206

Net loss $ (222,962) $ (184,780) $ (163,929)

Net loss margin (33) % (25) % (32) %

Net income (loss)

$ 27,287 $ (222,962) $ (184,780)

Net income (loss) margin

5 % (33) % (25) %

Total operating expenses $ 376,315 $ 612,529 $ 529,809

Net loss $ (222,962) $ (184,780) $ (163,929)

Net income (loss)

$ 27,287 $ (222,962) $ (184,780)

Depreciation and amortization expense 17,460 10,741 3,853

Share-based compensation expense (1) (2)

136,562 130,416 107,529

Executive chairman long-term performance award (1)

(144,617) 53,214 53,214

Payroll tax expense related to share-based compensation 2,570 2,211 1,977

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Restructuring (2)

Other (income) expense, net

Other income, net

(52,546) (52,440) (24,926)

Income tax benefit

Income tax expense (benefit)

793 (7,613) (102)

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Share-based compensation expense (1) (2)

(136,562) (130,416) (107,529)

Executive chairman long-term performance award (1)

144,617 (53,214) (53,214)

Payroll tax expense related to share-based compensation (2,570) (2,211) (1,977)

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_______________

(1) Prior period amounts related to our Executive Chairman Long-Term Performance Award have been reclassified to conform to the current period presentation.

(2) Restructuring includes a net reduction of $2.9 million of stock-based compensation related to the forfeiture of certain equity awards during the year ended December 31, 2023.

(3) Acquisition-related expenses, which include transaction costs, integration costs, and cash and non-cash postcombination compensation expense, have been excluded from adjusted EBITDA as such expenses are not reflective of our ongoing core operations and are not representative of the ongoing costs necessary to operate our business;

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In June 2021, we completed our IPO in which we 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.

At December 31, 2023, our principal sources of liquidity included cash, cash equivalents, and short-term investments totaling $1.2 billion, with such amounts held for working capital purposes.

Sources of Cash

At December 31, 2024, our principal sources of liquidity included cash, cash equivalents, and short-term investments totaling $1.1 billion, with such amounts held for working capital purposes, and cash provided by operations.

Our cash equivalents and short-term investments were comprised primarily of bank deposits, money market funds, U.S.

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agency securities, asset-backed securities, and corporate debt securities.

We have generated significant operating losses as reflected in our accumulated deficit.

We expect to continue to incur operating losses for the foreseeable future.

We have generated significant operating losses as reflected in our accumulated deficit, which is a trend we expect to continue.

Our primary uses of cash include operating costs such as compensation and benefits, technology costs, professional services, lease obligations, and other expenditures necessary to support our business.

Our future capital requirements will depend on many factors, including our planned continuing investment in product development, platform infrastructure, share repurchases, and global expansion.

We will use our cash for a variety of needs, including for ongoing investments in our business, potential strategic acquisitions, capital expenditures, and investment in our infrastructure, including our non-cancellable purchase commitments with cloud-computing service providers and certain Issuing Banks.

We believe our existing cash and cash equivalents and our short-term investments will be sufficient to meet our working capital and capital expenditure needs for more than the next 12 months, including the funding of our planned acquisition.

For additional information about our planned acquisition, see Note 4 “Business Combinations” to our Consolidated Financial Statements.

As of the date of filing this Annual Report on Form 10-K, we have access to and control over all our cash, cash equivalents, and short-term investments, except amounts held as restricted cash.

On February 3, 2023, we acquired all outstanding stock of Power Finance.

Upon the closure of the acquisition, we paid $135.8 million to the shareholders of Power Finance Inc, net of cash acquired.

As part of the terms of the acquisition, we paid additional cash of $53.1 million for contingent consideration tied to performance-based goals that were achieved.

We also entered into postcombination cash compensation arrangements with certain key acquired employees whereby we agreed to pay them $85.1 million of cash over a weighted average 2.2 year service period following the acquisition date (subject to forfeiture upon termination).

As of December 31, 2024, $14.2 million of the postcombination cash compensation arrangements remained outstanding.

Share Repurchase

On September 14, 2022, our board of directors authorized a share repurchase program (the “2022 Share Repurchase Program”) of up to $100 million of our Class A common stock beginning September 15, 2022.

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however, the 2022 Share Repurchase Program was exhausted during the first quarter of 2023.

On May 8, 2023, our board of directors authorized a share repurchase program (the “2023 Share Repurchase Program” and together with the 2022 Share Repurchase Program, the “Share Repurchase Programs”) of up to $200 million of our Class A common stock.

On May 8, 2023, our board of directors authorized a share repurchase program (the “2023 Share Repurchase Program”) of up to $200 million of our Class A common stock.

Under the 2023 Share Repurchase Program, we are 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 2023 Share Repurchase Program has no set expiration date;

however, the 2023 Share Repurchase Program was exhausted during the first quarter of 2024.

On May 6, 2024, our board of directors authorized a share repurchase program (the “2024 Share Repurchase Program”) of up to $200 million of our Class A common stock.

Under the 2024 Repurchase Program, we are 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 2024 Share Repurchase Program has no set expiration date and may be canceled or suspended at any time without notice.

As of December 31, 2024 $80.5 million remained available for future share repurchases under the 2024 Share Repurchase Program.

On February 3, 2023, we acquired all outstanding stock of Power Finance.

Upon the closure of the acquisition, we paid $135.8 million to the shareholders of Power Finance Inc, net of cash acquired.

As part of the terms of the acquisition, we paid additional cash of $53.1 million for contingent consideration tied to performance-based goals that were achieved.

As of December 31, 2023, $54.1 million of the postcombination cash compensation arrangements remained outstanding.

During the second quarter of 2023, we announced a restructuring plan intended to reduce operating expenses and improve profitability by reducing the Company’s workforce.

In connection with the restructuring plan, we have paid approximately $14.6 million to impacted employees primarily related to one-time severance and benefit payments as of December 31, 2023.

We believe our existing cash and cash equivalents, and our short-term investments will be sufficient to meet our working capital and capital expenditure needs for more than the next 12 months.

As of the date of filing this Annual Report on Form 10-K, we have access to and control over all our cash, cash equivalents and short-term investments, except amounts held as restricted cash.

Our future capital requirements will depend on many factors, including our planned continuing investment in product development, platform infrastructure, share repurchases, and global expansion.

We will use our cash for a variety of needs, including for ongoing investments in our business, potential strategic acquisitions, capital expenditures and investment in our infrastructure, including our non-cancellable purchase commitments with cloud-computing service providers and certain Issuing Banks.

On February 25, 2025, the Company’s board of directors authorized an additional share repurchase program of up to $300 million of the Company’s Class A common stock (the “2025 Share Repurchase Program”).

Under the 2025 Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, in privately negotiated transactions, or by other means, in accordance with applicable federal securities laws, including through trading plans under Rule 10b5-1 of the Exchange Act.

The number of shares repurchased and the timing of purchases are based on general business and market conditions, and other factors, including legal requirements.

The 2025 Share Repurchase Program has no set expiration date.

Restricted Cash

At December 31, 2024, we had $8.5 million in restricted cash which included a deposit held at an Issuing Bank to provide the Issuing Bank collateral in the event that our customers' funds are not deposited at the Issuing Bank in time to settle our customers' transactions with the Card Networks.

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$ 58,170 $ 21,104 $ (12,966)

Net cash provided by (used in) investing activities 38,516 28,718 (329,121)

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

Net cash provided by investing activities

70,788 38,516 28,718

Net cash used in financing activities

(186,914) (261,794) (79,487)

Decrease in cash, cash equivalents, and restricted cash

$ (57,956) $ (202,174) $ (63,735)

Operating Activities

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Our primary uses of cash in our operating activities are for Card Network and Issuing Bank fees, and employee-related compensation.

The timing of settlement of certain operating liabilities, including Revenue Share payments, bonus payments and prepayments made to cloud-computing service providers, can affect the amounts reported as Net cash used in or provided by operating activities on the Consolidated Statement of Cash Flows.

Net cash provided by operating activities was $21.1 million for the year ended December 31, 2023 compared to a net cash used of $13.0 million in the year ended December 31, 2022.

The increase in net cash provided by operating activities during fiscal year 2023 was mainly due to increased non-cash expenses and the timing of payments for costs of our services and operating expenses.

The timing of settlement of certain operating assets and liabilities, including revenue share payments, bonus payments, prepayments made to cloud-computing service providers, settlement receivables, and network incentive receivables can affect the amounts reported as Net cash used in or provided by operating activities on the Consolidated Statement of Cash Flows.

Net cash provided by operating activities was $58.2 million for the year ended December 31, 2024 compared to $21.1 million in the year ended December 31, 2023.

The increase in net cash provided by operating activities during fiscal year 2024 was due mainly to higher gross profit and lower operating expenses that improved net income year-over-year and favorable timing of settlement receivable collections.

These benefits were partially offset by the unfavorable timing of revenue share payables.

Investing Activities

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Net cash provided by investing activities was $70.8 million for the year ended December 31, 2024 compared to $38.5 million in the year ended December 31, 2023.

The increase in net cash provided by investing activities during fiscal year 2023 was primarily due to sale and maturities in short-term investments, partially offset by the purchase of short-term investments, the Power Finance acquisition in 2023, the sale of equity method investments in 2022, and capitalization of internal-use software.

The increase in net cash provided by investing activities is primarily due to the Power Finance acquisition which occurred in 2023, partially offset by a decrease in cash inflows from the maturities and sales of short-term investments and higher capitalization of internal-use-software in the current year.

Financing Activities

Net cash provided by financing activities consists primarily of proceeds from the issuance of our equity securities.

Net cash used in financing activities consists primarily of net payments related to the share-based compensation activity and share repurchase programs.

Net cash used in financing activities was $261.8 million for the year ended December 31, 2023 compared to a net cash used of $79.5 million in the year ended December 31, 2022.

The increase in net cash used in financing activities is primarily due to payments to repurchase shares under the Share Repurchase Programs, the payment of the contingent consideration from our Power Finance acquisition and share-based compensation activity.

Net cash used in financing activities consists primarily of net payments related to the share-based compensation activities and share repurchase programs.

Net cash used in financing activities was $186.9 million for the year ended December 31, 2024 compared to $261.8 million in the year ended December 31, 2023.

The decrease in net cash used in financing activities is primarily due to the payment of the contingent consideration from our Power Finance acquisition in the prior year and lower payments to repurchase our Class A common stock under the 2024 and 2023 Share Repurchase Programs, partially offset by higher tax payments related to net share settlement of share-based compensation awards.

Obligations and Other Commitments

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Our actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies, including recent accounting pronouncements, are described in “ Note 2 - Summary of Significant Accounting Policies” in the accompanying notes to our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Our significant accounting policies, including recently issued and adopted accounting pronouncements, are described in “ Note 2 - Summary of Significant Accounting Policies” in the accompanying notes to our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

We believe that of our significant accounting policies, the following policies involve accounting estimates and assumptions which we consider to be the most critical to our financial statements.

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In this assessment, we consider if we obtain control of the specified goods or services before they are transferred to the customer.

The assessment of whether we are considered the principal or the agent in a transaction could impact our Net revenue and Cost of revenue recognized on the Consolidated Statements of Operations and Comprehensive Loss.

Business Combinations

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• fair value of assumed equity awards.

These estimates are inherently uncertain and unpredictable, and unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results.

These estimates are inherently uncertain and unpredictable, and unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates, or actual results.

During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill.

We continue to collect information and reevaluate these estimates and assumptions quarterly and record any adjustments to our preliminary estimates to goodwill provided that we are within the measurement period.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis