3 unchanged sentences
Report of Registered Independent Public Accounting Firm (PCAOB ID:
+Added: Report of Predecessor Auditor (PCAOB ID:
Consolidated Balance Sheets
−Removed: Consolidated Statements of Operations and Comprehensive Loss
−Removed: Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
+Added: Consolidated Statements of Operations and Comprehensive Income ( Loss )
+Added: Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
1 unchanged sentence
Report of Independent Registered Public Accounting Firm
+Added: To the Stockholders and the Board of Directors
+Added: Marqeta, Inc.:
+Added: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
+Added: We have audited the accompanying consolidated balance sheet of Marqeta, Inc.
+Added: and subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements).
+Added: We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with U.S.
+Added: generally accepted accounting principles.
+Added: Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Basis for Opinions
+Added: The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting.
+Added: Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.
+Added: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
+Added: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audits in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
+Added: Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
+Added: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
+Added: Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
+Added: Our audits also included performing such other procedures as we considered necessary in the circumstances.
+Added: We believe that our audits provide a reasonable basis for our opinions.
+Added: Definition and Limitations of Internal Control Over Financial Reporting
+Added: 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.
+Added: 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;
+Added: (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;
+Added: 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.
+Added: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
+Added: 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.
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:
+Added: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: Revenue share
+Added: For the year ended December 31, 2024, the Company’s net revenue was $507.0 million.
+Added: As described in Note 2 to the consolidated financial statements, the Company's contracts with customers typically include provisions under which the Company shares a portion of interchange fees as consideration payable to its customers, referred to as revenue share.
+Added: 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.
+Added: Revenue share is recorded as a reduction to net revenue in the consolidated statements of operations and comprehensive income (loss).
+Added: We identified the evaluation of revenue share amounts as a critical audit matter.
+Added: The computation of revenue share amounts involved complexity, specifically the identification and evaluation of multiple data elements which can vary across different customer contracts and require manual processing given the underlying contract’s non-standard nature which impacted the extent of audit effort.
+Added: The following are the primary procedures we performed to address this critical audit matter.
+Added: • We evaluated the design and tested the operating effectiveness of certain internal controls related to the review of the Company’s revenue share calculation, including evaluating the completeness and accuracy of data elements used in the performance of this control.
+Added: • For a sample of monthly net revenue amounts recorded by customer, we independently evaluated the computation of revenue share applied in the calculation of net revenue by agreeing relevant data elements to contractual terms within executed contracts and other internal source documents detailing processing volume and fees resulting from interchange and issuing banks.
+Added: We compared the result of our independently evaluated net revenue amounts to the amounts recorded by the Company.
+Added: • For a further selection of December monthly net revenue amounts recorded by customer, we reviewed the Company’s computation of revenue share and resulting net revenue and agreed relevant data elements to contractual terms within executed contracts and other relevant internal source documents.
+Added: We have served as the Company’s auditor since 2024.
+Added: San Francisco, California
+Added: February 26, 2025
+Added: Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Marqeta, Inc.
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Marqeta, Inc.
−Removed: (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”).
−Removed: 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.
+Added: We have audited the accompanying consolidated balance sheet of Marqeta, Inc.
+Added: (the Company) as of December 31, 2023, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023 in conformity with U.S.
generally accepted accounting principles.
−Removed: 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
9 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: 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:
−Removed: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
−Removed: 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.
−Removed: Revenue Share, Consideration Payable to Customers
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: As customers’ processing volumes increase, the customers may earn an increased percentage of revenue share.
−Removed: 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.
−Removed: The Company records the amount due to the customer as revenue share payable on the consolidated balance sheets.
−Removed: 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.
−Removed: 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.
−Removed: How We Addressed the Matter in Our Audit We performed the following audit procedures, among others, related to revenue share amounts.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Valuation of an Acquired Developed Technology Intangible Asset
−Removed: Description of the Matter
−Removed: As discussed in Note 4 to the consolidated financial statements, the Company acquired Power Finance Inc.
−Removed: on February 3, 2023 for a base cash purchase price of $221.9 million.
−Removed: The Company accounted for this acquisition as a business combination and, accordingly, the assets acquired and liabilities assumed from Power Finance Inc.
−Removed: were recorded at fair value as of the acquisition date.
−Removed: Auditing the Company’s accounting for the acquisition of Power Finance Inc.
−Removed: 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.
−Removed: The estimation uncertainty was primarily due to the determination of the underlying assumptions used in the fair value measurement of the acquired developed technology.
−Removed: The significant assumptions used by management included revenue and EBITDA forecasts, obsolescence rate, and discount rate.
−Removed: These significant assumptions are forward looking and could be affected by future economic and market conditions.
−Removed: How We Addressed the Matter in Our Audit
−Removed: 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.
−Removed: 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.
−Removed: 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
−Removed: We have served as the Company’s auditor since 2018.
+Added: We served as the Company’s auditor from 2018 to 2024.
San Mateo, California
February 28, 2024,
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: To the Stockholders and the Board of Directors of Marqeta, Inc.
−Removed: Opinion on Internal Control Over Financial Reporting
−Removed: 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).
−Removed: 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.
−Removed: (the Company) has not maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
−Removed: 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.
−Removed: The following material weaknesses have been identified and included in management’s assessment.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Basis for Opinion
−Removed: 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.
−Removed: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: 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.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: 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.
−Removed: 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.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: Definition and Limitations of Internal Control Over Financial Reporting
−Removed: 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.
−Removed: 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;
−Removed: (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;
−Removed: 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.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: 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.
−Removed: /s/ Ernst & Young LLP
−Removed: San Mateo, California
+Added: except for Note 17, as to which the date is
February 26, 2025
16 unchanged sentences
Intangible assets, net
+Added: 29,774 35,631
+Added: 123,523 123,523
Other assets 20,375 16,587
10 unchanged sentences
Commitments and contingencies (Note 10)
−Removed: Stockholders’ equity:
Preferred stock, $ 0.0001 par value;
4 unchanged sentences
Additional paid-in capital 1,883,190 2,067,776
−Removed: Accumulated other comprehensive income (loss)
−Removed: 762 ( 7,237 )
+Added: Accumulated other comprehensive (loss) income
Accumulated deficit ( 797,908 ) ( 825,195 )
3 unchanged sentences
Marqeta, Inc.
−Removed: Consolidated Statements of Operations and Comprehensive Loss
+Added: Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except share and per share amounts)
4 unchanged sentences
Gross profit 351,849 329,514 320,001
−Removed: Operating expenses:
+Added: Operating expenses (benefit):
Compensation and benefits 397,595 446,381 361,880
5 unchanged sentences
Other operating expenses 16,780 17,975 26,513
+Added: Executive chairman long-term performance award
+Added: ( 144,617 ) 53,214 53,214
Total operating expenses 376,315 612,529 529,809
Loss from operations ( 24,466 ) ( 283,015 ) ( 209,808 )
−Removed: Other income (expense), net 52,440 24,926 ( 2,563 )
−Removed: Loss before income tax expense ( 230,575 ) ( 184,882 ) ( 164,569 )
−Removed: Income tax benefit
+Added: Other income, net
52,546 52,440 24,926
−Removed: Net loss $ ( 222,962 ) $ ( 184,780 ) $ ( 163,929 )
−Removed: Net loss attributable to common stockholders $ ( 222,962 ) $ ( 184,780 ) $ ( 163,929 )
−Removed: Other comprehensive income (loss), net of taxes:
+Added: Income (loss) before income tax expense
+Added: 28,080 ( 230,575 ) ( 184,882 )
+Added: Income tax expense (benefit)
+Added: 793 ( 7,613 ) ( 102 )
+Added: Net income (loss)
+Added: $ 27,287 $ ( 222,962 ) $ ( 184,780 )
+Added: Net income (loss) attributable to common stockholders
+Added: $ 27,287 $ ( 222,962 ) $ ( 184,780 )
+Added: Other comprehensive (loss) income, net of taxes:
Change in foreign currency translation adjustment $ ( 468 ) $ ( 40 ) $ ( 167 )
−Removed: Net change in unrealized gain (loss) on short-term investments
+Added: Net change in unrealized (loss) gain on short-term investments
( 608 ) 8,039 ( 4,840 )
−Removed: Net other comprehensive income (loss) 7,999 ( 5,007 ) ( 2,255 )
−Removed: Comprehensive loss $ ( 214,963 ) $ ( 189,787 ) $ ( 166,184 )
−Removed: Net loss per share attributable to common stockholders, basic and diluted $ ( 0.42 ) $ ( 0.34 ) $ ( 0.45 )
−Removed: 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
+Added: Net other comprehensive (loss) income
+Added: ( 1,076 ) 7,999 ( 5,007 )
+Added: Comprehensive income (loss)
+Added: $ 26,211 $ ( 214,963 ) $ ( 189,787 )
+Added: Net income (loss) per share attributable to Class A and Class B common stockholders
+Added: $ 0.05 $ ( 0.42 ) $ ( 0.34 )
+Added: $ 0.05 $ ( 0.42 ) $ ( 0.34 )
+Added: Weighted-average shares used in computing net income (loss) per share attributable to Class A and Class B common stockholders
+Added: 511,065 532,540 545,397
+Added: 518,845 532,540 545,397
See accompanying notes to Consolidated Financial Statements.
Marqeta, Inc.
−Removed: Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit)
−Removed: (in thousands, except share amounts)
−Removed: Redeemable Convertible
−Removed: Preferred Stock
+Added: Consolidated Statements of Stockholders' Equity
+Added: (in thousands)
Common Stock Additional
3 unchanged sentences
Stockholders’
−Removed: Equity (Deficit)
−Removed: Shares Amount Shares Amount
+Added: Shares Amount
Balance as of January 1, 2022 541,384 $ 54 $ 1,993,055 $ ( 2,230 ) $ ( 417,453 ) $ 1,573,426
−Removed: Issuance of common stock upon initial public offering, net of issuance costs — — 52,272,727 7 1,312,331 — — 1,312,338
−Removed: 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
−Removed: 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 7,786 — 9,754 — — 9,754
−Removed: Issuance of common stock under employee stock purchase plan — — 153,905 — 3,201 — — 3,201
Repurchase of early exercised stock options ( 46 ) — — — — —
+Added: Issuance of common stock under employee stock purchase plan 683 — 4,762 — — 4,762
Issuance of common stock upon net settlement of restricted stock units 3,215 — ( 15,362 ) — — ( 15,362 )
−Removed: Issuance of common stock upon exercise of common stock warrants — — 872,022 — 60 — — 60
Vesting of common stock warrants — — 8,621 — — 8,621
Share-based compensation expense — — 107,529 — — 107,529
+Added: Executive chairman long-term performance award — — 53,214 — — 53,214
+Added: Repurchase and retirement of common stock ( 11,657 ) ( 1 ) ( 79,200 ) — — ( 79,201 )
Change in accumulated other comprehensive income (loss) — — — ( 5,007 ) — ( 5,007 )
7 unchanged sentences
Share-based compensation expense — — 132,017 — — 132,017
−Removed: Repurchase and retirement of common stock — — ( 11,657,371 ) ( 1 ) ( 79,200 ) — — ( 79,201 )
+Added: Executive chairman long-term performance award — — 53,214 — — 53,214
+Added: Repurchase and retirement of common stock, including excise tax ( 34,511 ) ( 3 ) ( 190,345 ) — — ( 190,348 )
Change in accumulated other comprehensive income (loss) — — — 7,999 — 7,999
2 unchanged sentences
Issuance of common stock upon exercise of options 185 — 203 — — 203
−Removed: Repurchase of early exercised stock options — — ( 2,625 ) — — — — —
Issuance of common stock under employee stock purchase plan 656 — 2,715 — — 2,715
Issuance of common stock upon net settlement of restricted stock units 11,505 1 ( 35,408 ) — — ( 35,407 )
−Removed: Issuance of common stock upon exercise of common stock warrants — — — — — — — —
Vesting of common stock warrants — — 2,422 — — 2,422
Share-based compensation expense — — 143,621 — — 143,621
+Added: Executive chairman long-term performance award — — ( 144,617 ) — — ( 144,617 )
Repurchase and retirement of common stock, including excise tax ( 28,393 ) ( 3 ) ( 153,522 ) — — ( 153,525 )
Change in accumulated other comprehensive income (loss) — — — ( 1,076 ) — ( 1,076 )
−Removed: Net loss — — — — — — ( 222,962 ) ( 222,962 )
+Added: Net income — — — — 27,287 27,287
Balance as of December 31, 2024 504,296 $ 50 $ 1,883,190 $ ( 314 ) $ ( 797,908 ) $ 1,085,018
6 unchanged sentences
Cash flows from operating activities:
−Removed: Net loss $ ( 222,962 ) $ ( 184,780 ) $ ( 163,929 )
+Added: Net Income (loss)
+Added: $ 27,287 $ ( 222,962 ) $ ( 184,780 )
Adjustments to reconcile net loss to net cash provided by operating activities:
1 unchanged sentence
Share-based compensation expense 136,562 127,525 107,529
+Added: Executive chairman long-term performance award
+Added: ( 144,617 ) 53,214 53,214
Non-cash operating leases expense 1,756 2,527 2,281
29 unchanged sentences
Realized gain (loss) on investments
−Removed: Purchase of equity method investment and purchase option — — ( 20,000 )
Sale of equity method investment — — 25,732
−Removed: Net cash provided by (used in) investing activities 38,516 28,718 ( 329,121 )
+Added: Net cash provided by investing activities
+Added: 70,788 38,516 28,718
Cash flows from financing activities:
−Removed: 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 203 5,289 9,249
−Removed: Payment of contingent consideration ( 53,067 ) —
−Removed: Proceeds from exercise of warrants — — 60
+Added: Payment on acquisition-related contingent consideration
+Added: — ( 53,067 ) —
Proceeds from shares issued in connection with employee stock purchase plan 2,715 3,066 4,762
1 unchanged sentence
Repurchase of common stock ( 154,425 ) ( 190,420 ) ( 78,136 )
−Removed: Payment of deferred offering costs — — ( 4,760 )
−Removed: Net cash (used in) provided by financing activities ( 261,794 ) ( 79,487 ) 1,299,297
−Removed: (Decrease) Increase in cash, cash equivalents, and restricted cash ( 202,174 ) ( 63,735 ) 1,027,148
+Added: Net cash used in financing activities
+Added: ( 186,914 ) ( 261,794 ) ( 79,487 )
+Added: Decrease in cash, cash equivalents, and restricted cash
+Added: ( 57,956 ) ( 202,174 ) ( 63,735 )
Cash, cash equivalents, and restricted cash - Beginning of period 989,472 1,191,646 1,255,381
18 unchanged sentences
Share-based compensation capitalized to internal-use software $ 7,059 $ 4,492 $ —
−Removed: Repurchase of common stock accrued and not yet paid $ 991 $ 1,065 $ —
+Added: Repurchase of common stock, including excise tax, accrued and not yet paid
+Added: $ 906 $ 991 $ 1,065
Vesting of early exercised stock options $ — $ — $ 298
2 unchanged sentences
Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
Business Overview and Basis of Presentation
−Removed: Marqeta, Inc., (“the Company”) creates digital payment technology for innovation leaders.
+Added: Marqeta, Inc.
+Added: (“the Company”) was incorporated in the state of Delaware in 2010 and creates digital payment technology for innovation leaders.
The Company's modern card issuing platform empowers its customers to create customized and innovative payment card programs, giving them the configurability and flexibility to build better payment experiences.
1 unchanged sentence
The Company primarily earns revenue from processing card transactions for its customers.
−Removed: 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.
−Removed: Initial Public Offering
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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
2 unchanged sentences
All intercompany balances and transactions have been eliminated in consolidation.
+Added: Reclassifications
+Added: Prior period amounts related to our Executive Chairman Long-Term Performance Award have been reclassified to conform to the current period presentation.
Use of Estimates
3 unchanged sentences
Business Risks and Uncertainties
−Removed: The Company has incurred net losses since its inception.
−Removed: 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.
−Removed: 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.
+Added: The Company has incurred net losses except for the year ended December 31, 2024.
+Added: For the year ended December 31, 2024, the Company had net income of $ 27.3 million, which was primarily due to the forfeiture of the Executive Chairman Long-Term Incentive Award, and had an accumulated deficit of $ 797.9 million as of December 31, 2024.
+Added: 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 continued development of the existing platform infrastructure.
The Company believes that its cash and cash equivalents of $ 923.0 million and short-term investments of $ 179.4 million as of December 31, 2024 are sufficient to fund its operations through at least the next twelve months from the issuance of these financial statements.
−Removed: Marqeta, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
Summary of Significant Accounting Policies
−Removed: Segment Information
−Removed: The Company operates as a single operating segment and reporting unit.
−Removed: 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.
−Removed: 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.
−Removed: As of December 31, 2023 and December 31, 2022, long-lived assets located outside of the United States were not material.
Business Combinations
2 unchanged sentences
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.
−Removed: 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.
−Removed: Acquisition-related expenses and postcombination integration and employee compensation costs are recognized separately from the business combination and are expensed as incurred.
+Added: 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 Income (Loss).
+Added: Acquisition-related expenses and postcombination integration and employee
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
+Added: compensation costs are recognized separately from the business combination and are expensed as incurred.
Cash and Cash Equivalents
4 unchanged sentences
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.
−Removed: Restricted cash also includes cash used to secure a letter of credit for the Company’s lease of its office headquarters in Oakland, California.
+Added: Restricted cash also includes cash used to secure a letter of credit for the Company’s office lease 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.
3 unchanged sentences
treasury securities, U.S.
−Removed: agency securities, commercial paper, asset-backed securities, and corporate debt securities.
+Added: agency securities, 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.
−Removed: 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.
+Added: For securities in an unrealized loss position that the Company intends to hold and believes it is more likely than not that the securities will not be required to 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.
−Removed: The Company considers credit related impairments to be changes in value that are driven by a change in
−Removed: Marqeta, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The Company considers credit related impairments to be changes in value that are driven by a change in the creditor’s ability to meet its payment obligations, and records an allowance on the Consolidated Balance Sheets with a corresponding loss in Other income, net in the Consolidated Statements of Operations and Comprehensive Income (Loss) when the impairment is incurred.
+Added: Unrealized non-credit related losses and unrealized gains are recorded as a separate component in Accumulated other comprehensive income (loss), a component of stockholders’ equity until realized.
+Added: The Company records any realized gains or losses on the sale of short-term investments in Other income, net in the Consolidated Statements of Operations and Comprehensive Income (Loss).
Accounts Receivable
1 unchanged sentence
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.
−Removed: 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.
−Removed: As of December 31, 2023 and 2022, the allowance for accounts receivable was $ 0.3 million and $ 0.3 million, respectively.
+Added: The Company assesses collectability on an individual basis when it identifies specific customers with collectability issues, and on an aggregated basis by reviewing accounts receivable where similar characteristics exist.
+Added: As of December 31, 2024 and 2023, the combined general and specific allowance for accounts receivable was $ 2.4 million and $ 1.7 million, respectively.
Settlements Receivable
−Removed: Settlements receivable represent Interchange Fees earned on customers’ card transactions, net of pass through Card Network fees, and are due from Issuing Banks.
−Removed: 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.
−Removed: No allowance has been established.
+Added: Settlements receivable represent Interchange Fees earned on customers’ card transactions, net of pass through Card Network fees, that are due from Issuing Banks.
+Added: Interchange Fees are typically received
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
+Added: within one or two business days of the transaction date.
+Added: The Company has not experienced any historical collection issues with the Issuing Banks, and as such, no allowance has been established.
The Company does not generate revenue from Issuing Banks.
3 unchanged sentences
The Company begins to recognize rent expense when the lessor makes the underlying asset available to the Company.
−Removed: 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.
+Added: For short-term leases, the Company records rent expense in the Consolidated Statements of Operations and Comprehensive Income (Loss) on a straight-line basis over the lease term and records variable lease payments as incurred.
The Company has no finance leases.
6 unchanged sentences
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.
−Removed: Costs related to planning and other preliminary project activities and post-implementation activities are
−Removed: Marqeta, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
−Removed: expensed as incurred.
−Removed: The depreciation and amortization of property and equipment is recorded within Depreciation and amortization expense on the Consolidated Statements of Operations and Comprehensive Loss.
+Added: Costs related to planning and other preliminary project activities and post-implementation activities are expensed as incurred.
+Added: The depreciation and amortization of property and equipment is recorded within Depreciation and amortization expense on the Consolidated Statements of Operations and Comprehensive Income (Loss).
The excess purchase price over the fair value of identifiable net assets acquired is recorded as goodwill.
2 unchanged sentences
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.
−Removed: The amortization of these assets is recorded within Depreciation and amortization expense on the Consolidated Statements of Operations and Comprehensive Loss.
+Added: The amortization of these assets is recorded within Depreciation and amortization expense on the Consolidated Statements of Operations and Comprehensive (Income) Loss.
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
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.
6 unchanged sentences
An asset is considered impaired if its carrying amount exceeds the future undiscounted cash flow the asset is expected to generate.
−Removed: 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.
+Added: Based on management's assessment, the Company did not recognize any material impairment losses on its goodwill or finite-lived intangible assets during the periods presented herein.
+Added: See Note 9 for discussion of the Company’s operating lease impairment.
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.
−Removed: 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.
+Added: Under the equity method, the Company records its share of each entity’s profit or loss in Other income, net in the Consolidated Statements of Operations and Comprehensive Income (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.
5 unchanged sentences
The Company applied the measurement alternative to measure the option at cost, less any impairment.
−Removed: 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.
−Removed: Marqeta, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
+Added: During the year ended December 31, 2022, the Company recorded an impairment of $ 11.6 million within Other income, net on the Consolidated Statement of Operations and Comprehensive Income (Loss) related to the option based on the Company’s decision not to exercise the option.
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.
−Removed: 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.
−Removed: Deferred Offering Costs
−Removed: Deferred offering costs consist primarily of accounting, legal, and other fees related to the IPO.
−Removed: 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.
+Added: As a result, the Company recorded a gain of $ 17.9 million in the year ended December 31, 2022 in Other income, net on the Consolidated Statement of Operations and Comprehensive Income (Loss).
Revenue Recognition
1 unchanged sentence
Contracts with customers are evaluated on a contract-by-contract basis as contracts may include the transfer of multiple services.
−Removed: The Company’s contracts with customers typically include multiple performance obligations:
+Added: The Company’s contracts with customers typically include multiple
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
+Added: performance obligations:
1) providing access to the Company's payment processing platform, 2) providing managed services, or 3) providing card fulfillment services .
14 unchanged sentences
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.
−Removed: Marqeta, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (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.
2 unchanged sentences
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.
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
For net revenue generated from customer arrangements that involve third parties, the Company determines whether it has promised to provide the specified service itself (as principal) or to arrange for the specified service to be provided by another party (as an agent).
2 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
+Added: 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 Income (Loss).
+Added: 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 Income (Loss) reflects the net amount of consideration that the Company retains.
Revenue Share
1 unchanged sentence
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.
−Removed: The Company records Revenue Share as a reduction to net revenue in the Consolidated Statements of Operations and Comprehensive Loss.
+Added: The Company records Revenue Share as a reduction to net revenue in the Consolidated Statements of Operations and Comprehensive Income (Loss).
The Company records the amount due to the customer as Revenue Share payable on the Consolidated Balance Sheets.
9 unchanged sentences
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.
−Removed: Marqeta, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (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.
1 unchanged sentence
This material right is valued by estimating the discount that will be redeemed by the customer during the optional renewal period.
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
Reserve for Contract Contingencies and Processing Errors
2 unchanged sentences
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.
−Removed: 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.
+Added: 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 Income (Loss).
Costs of Revenue
−Removed: 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.
+Added: 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 Income (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.
−Removed: 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.
+Added: 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 typically 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.
−Removed: 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.
−Removed: Uncollected incentives are included in Network incentives receivable on the Consolidated Balance Sheets.
−Removed: 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.
+Added: The Company has marketing and incentive arrangements with Card Networks that provide the Company with monetary incentives for establishing customer card programs with, and routing volume through, the respective Card Network.
+Added: The amount of the incentives is generally determined based on a percentage of the processing volume or the number of transactions routed over the Card Network.
+Added: The Company records these incentives as a reduction of Card Network fees in customer arrangements where the Company is the principal.
+Added: Generally, as processing volumes increase, the Company earns a higher rate of monetary incentives from these arrangements, subject to attaining certain volume thresholds during an annual measurement period.
+Added: For certain incentive arrangements with an annual measurement period, the one-year period may not align with the Company’s fiscal year.
+Added: Given the uncertainty in the ultimate annual attainment of network incentives, the Company records network incentives in the period contractual volume thresholds are attained.
+Added: 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.
+Added: Generally, the Company earns 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.
+Added: 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.
+Added: Uncollected incentives are included in Network incentives receivable in the Consolidated Balance Sheets.
The Company's contracts with Card Networks and Issuing Banks typically have terms ranging from three to five years which may be renewed in one-year to two-year increments as agreed by both parties.
3 unchanged sentences
Research and Development Costs
−Removed: 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.
−Removed: 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.
−Removed: Share-based Compensation
−Removed: 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”).
−Removed: The Company determines compensation expense associated with RSUs based on the estimated fair value of its common stock on the date of grant.
−Removed: The compensation expense associated with stock options is determined based
+Added: Research and development costs, which consist primarily of salaries, employee benefits, share-based compensation, third-party hosting fees, and software licenses were $ 141.4 million, $ 148.0 million, and $ 108.3 million for the years ended December 31, 2024, 2023, and 2022, respectively.
Marqeta, Inc.
Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
−Removed: on the estimated grant date fair value using the Black-Scholes option pricing model.
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
+Added: development costs are expensed as incurred, and are included in Compensation and benefits and Technology expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).
+Added: Share-based Compensation
+Added: The primary types of share-based compensation utilized by the Company are restricted share units (“RSUs”), stock options, performance-based restricted stock units (“PSUs”), and the use of the employee stock purchase plan (“ESPP”).
+Added: The Company determines compensation expense associated with RSUs based on the estimated fair value of its common stock on the date of grant.
+Added: The compensation expense associated with stock options is determined based on the estimated grant date fair value using the Black-Scholes option pricing model.
The Company generally recognizes compensation expense using a straight-line amortization method over the respective vesting period.
+Added: The PSUs granted vest over three years and have a one year performance period with one-third of the PSUs subject to cliff vesting following the completion of the performance period, then vesting in equal quarterly installments thereafter.
+Added: Over the performance period, the number of PSUs that may be issued and the related share-based compensation expense that is recognized is adjusted upward or downward based upon the probability of achieving the approved performance targets against the performance metrics.
+Added: Depending on the probability of achieving the pre-established performance targets, the number of PSUs issued could range from 0 % to 200 % of the target amount.
The Company accounts for forfeitures as they occur.
2 unchanged sentences
based employees and to which the Company provides a matching contribution of 50 % of the first 6 % of compensation that an employee contributes.
−Removed: The matching contribution vests after one year of service.
+Added: The matching contribution vests immediately.
Restructuring
10 unchanged sentences
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.
−Removed: 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.
−Removed: Net Loss Per Share Attributable to Common Stockholders
−Removed: 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.
−Removed: Prior to the completion of the IPO, all series of redeemable convertible preferred stock were considered participating securities.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The Company recognizes interest and penalties, if any, related to uncertain tax positions in Income tax expense (benefit) in the Consolidated Statements of Operations and Comprehensive Income (Loss).
Marqeta, Inc.
Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
+Added: Net Income (Loss) Per Share Attributable to Common Stockholders
+Added: The Company presents basic and diluted net income (loss) per share attributable to common stockholders in conformity with the two-class method.
+Added: The Company calculates basic net income (loss) per share attributable to common stockholders by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.
+Added: Diluted net income (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, PSUs and common stock warrants to the extent these are dilutive.
Loss Contingencies
3 unchanged sentences
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.
−Removed: Significant judgment is required to determine both the probability and the estimated amount.
+Added: Judgment is required to determine both the probability and the estimated amount.
Fair Value Measurements
7 unchanged sentences
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.
−Removed: 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.
+Added: The Company’s financial instruments consist of cash equivalents, short-term investments, accounts receivable, settlements receivable, accounts payable, and accrued liabilities.
Cash equivalents are stated at amortized cost, which approximates fair value at the balance sheet dates, due to the short period of time to maturity.
Short-term investments are carried at fair value.
−Removed: 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.
−Removed: The redeemable convertible preferred stock warrant liabilities were carried at fair value.
+Added: Accounts receivable, settlements receivable, accounts payable, and accrued liabilities are stated at their carrying value, which approximates fair value due to the short period of time to the expected receipt or payment date.
Foreign Currency
2 unchanged sentences
dollars using average exchange rates for the period for income statement amounts and using end-of-period exchange rates for assets and liabilities.
−Removed: 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).
−Removed: Foreign currency transaction gains and losses are included in Other income (expense), net in the Consolidated Statements of Operations and Comprehensive Loss.
+Added: There translation adjustments are included in Accumulated other comprehensive income (loss) within the Consolidated Balance Sheets and the Consolidated Statements of Stockholders’ Equity.
+Added: Foreign currency transaction gains and losses are included in Other income, net in the Consolidated Statements of Operations and Comprehensive Income (Loss).
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
+Added: Recently Adopted Accounting Pronouncements
+Added: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-07, “Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures.” The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses.
+Added: The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures.
+Added: The amendments do not change how an entity identifies its operating segments, aggregates those operating segments, or applies quantitative thresholds to determine its reportable segments.
+Added: The amendment was applied retrospectively to all prior periods presented in the financial statements and was effective for the Company in fiscal 2024, and will be effective for interim periods in fiscal 2025.
+Added: The Company adopted the new disclosure requirements in Note 17 “Segments.” While the standard requires additional disclosures related to the Company’s single reportable segment, the standard did not have any impact on the Company’s consolidated financial position, results of operations, or cash flows.
Recent Accounting Pronouncements
−Removed: In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No.
+Added: In December 2023, the 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).
−Removed: ASU 2023-09 also requires entities to
−Removed: Marqeta, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
−Removed: disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.
+Added: ASU 2023-09 also requires entities to 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.
2 unchanged sentences
The Company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures.
+Added: In November 2024, the FASB issued Accounting Standards Update No.
+Added: 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (“ASU 2024-03”).
+Added: ASU 2024-03 is intended to improve disclosures about a public business entity's expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions.
+Added: The amendments in this ASU are effective for the Company in fiscal 2027 on a retrospective basis, with early adoption permitted.
+Added: The Company is currently evaluating the potential impact of this guidance on its disclosures.
Disaggregation of Revenue
5 unchanged sentences
Total net revenue $ 506,995 $ 676,171 $ 748,206
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
Contract Balances
11 unchanged sentences
The Company has performance obligations associated with commitments in customer contracts for future stand-ready obligations to process transactions throughout the contractual term.
−Removed: As of December 31, 2023 and 2022, the Company did not have a material right included in its deferred revenue balance.
−Removed: Business Combination
+Added: As of December 31, 2024, the aggregate amount of the transaction price allocated to our remaining performance obligations was $ 47.9 million.
+Added: The Company expects to recognize approximately 63 % within two years and the remaining 37 % over the next three to five years.
+Added: Business Combinations
+Added: On December 23, 2024, we entered into an agreement with Neptune International Ltd, an exempted company limited by shares incorporated under the laws of Bermuda, to purchase its TransactPay business for approximately € 45.0 million in cash, and an additional amount up to € 5.0 million for contingent consideration tied to performance-based goals.
+Added: TransactPay provides BIN Sponsorship, E-Money Licensing, and Virtual Account services in the UK and Europe.
+Added: The transaction is expected to close in the third quarter of 2025 and is subject to the regulatory transfer of the E-Money Institution license and other customary closing conditions.
+Added: Power Finance Inc.
On February 3, 2023, the Company acquired all outstanding stock of Power Finance Inc.
(“Power Finance”) for a base cash purchase price of $ 221.9 million.
−Removed: 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.
+Added: The purchase price does not include $ 53.1 million of contingent consideration tied to performance-based goals which were expected to be achieved within 12 months from the date of acquisition.
The Company determined the acquisition-date fair value of the contingent consideration liability, based on the likelihood of payment related to the contingent earn-out clauses, as part of the consideration transferred.
−Removed: Marqeta, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (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.
1 unchanged sentence
The following table summarizes the components of the purchase consideration transferred (in thousands):
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
Base purchase price less contingent consideration
6 unchanged sentences
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.
−Removed: 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.
+Added: Postcombination expense recognized was $ 39.7 million and $ 36.4 million for the years ended December 31, 2024 and 2023 and is included within Compensation and benefits in the Consolidated Statements of Operations and Comprehensive Income (Loss).
The assets acquired and liabilities assumed were recorded at fair value as of the acquisition date.
7 unchanged sentences
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.
−Removed: 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.
+Added: 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 Income (Loss).
+Added: Transaction costs for the Power Finance acquisition were immaterial for the year ended December 31, 2024.
During the third quarter of 2023, the Company paid out $ 53.1 million as the performance-based goals tied to the contingent consideration were achieved during the second quarter of 2023.
1 unchanged sentence
Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
Goodwill and Intangible Assets
4 unchanged sentences
Balance as of December 31, 2023
+Added: There were no changes to goodwill during the year ended December 31, 2024.
Intangibles Assets, net
2 unchanged sentences
Developed technology
+Added: $ 41,000 $ 41,000
Accumulated amortization
+Added: ( 11,226 ) ( 5,369 )
Intangibles, net
+Added: $ 29,774 $ 35,631
The amortization period for developed technology intangible assets is 7 years.
−Removed: Amortization expense for developed technology was $ 5.4 million for year ended December 31, 2023.
+Added: Amortization expense for developed technology was $ 5.9 million for the years ended December 31, 2024 and 2023.
Expected future amortization expense for intangible assets was as follows as of December 31, 2024:
2 unchanged sentences
Short-term Investments
−Removed: 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.
−Removed: Marqeta, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (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:
3 unchanged sentences
treasury securities $ 168,504 $ 396 $ — $ 168,900
−Removed: agency securities 15,000 — ( 7 ) 14,993
Asset-backed securities 10,444 65 — 10,509
−Removed: Corporate debt securities 2,981 — ( 6 ) 2,975
Total short-term investments $ 178,948 $ 461 $ — $ 179,409
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
December 31, 2023
3 unchanged sentences
agency securities 15,000 — ( 7 ) 14,993
−Removed: Commercial paper 28,815 — — 28,815
+Added: 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
−Removed: The Company had four and thirteen separate short-term investments in unrealized loss positions as of December 31, 2023 and 2022, respectively.
−Removed: 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.
+Added: The Company did not have any short-term investments in unrealized loss positions as of December 31, 2024.
+Added: The Company had four separate short-term investments in unrealized loss positions as of December 31, 2023.
+Added: Generally, the Company does not intend to sell any short-term investments that have unrealized losses, and it is not more likely than not that the Company will be required to sell such securities before any anticipated recovery of the entire amortized cost basis.
There were no material realized gains or losses from short-term investments that were reclassified out of accumulated other comprehensive income for the years ended December 31, 2024 and 2023.
10 unchanged sentences
Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
Fair Value Measurements
5 unchanged sentences
treasury bills 214,189 — — 214,189
+Added: Commercial paper
+Added: — 8,028 — 8,028
+Added: Corporate debt securities
+Added: — 53,238 — 53,238
+Added: Certificates of deposit
+Added: — 25,779 — 25,779
Short-term investments
treasury securities 168,900 — — 168,900
−Removed: agency securities — 14,993 — 14,993
Asset-backed securities — 10,509 — 10,509
−Removed: Corporate debt securities — 2,975 — 2,975
Total assets $ 841,284 $ 97,554 $ — $ 938,838
3 unchanged sentences
Money market funds $ 627,983 $ — $ — $ 627,983
+Added: treasury bills 230,602 — — 230,602
Short-term investments
1 unchanged sentence
agency securities — 14,993 — 14,993
−Removed: Commercial paper — 28,815 — 28,815
+Added: Asset-backed securities — 10,500 — 10,500
Corporate debt securities — 2,975 — 2,975
1 unchanged sentence
The Company classifies money market funds, U.S.
−Removed: treasury bills, commercial paper, U.S.
+Added: treasury bills, U.S.
treasury securities, U.S.
−Removed: 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.
+Added: agency securities, asset-backed securities, certificates of deposit, commercial paper and corporate debt securities within Level 1 or Level 2 of the fair value hierarchy because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs.
There were no transfers of financial instruments between the fair value hierarchy levels during the years ended December 31, 2024 and 2023.
1 unchanged sentence
Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
Certain Balance Sheet Components
22 unchanged sentences
Depreciation and amortization expense related to property and equipment was $ 11.6 million, $ 5.4 million, and $ 3.9 million for the years ended December 31, 2024, 2023, and 2022, respectively.
−Removed: The Company capitalized $ 16.4 million as internal-use software development costs during the year ended December 31, 2023.
−Removed: Internal-use software development costs during the year ended December 31, 2022 were no t material.
+Added: The Company capitalized $ 25.9 million and $ 16.4 million as internal-use software development costs during the years ended December 31, 2024 and 2023, respectively.
Other assets consisted of the following:
6 unchanged sentences
Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
Accrued Expenses and Other Current Liabilities
4 unchanged sentences
Deferred revenue
+Added: 13,593 11,829
Due to Issuing Banks
11 unchanged sentences
Other liabilities $ 6,331 $ 4,591
−Removed: 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.
+Added: In 2016, the Company entered into a lease agreement for its principal executive office located in Oakland, California (the “Oakland lease”), 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.
2 unchanged sentences
The Company is responsible for operating expenses that exceed the amount of base operating expenses as defined in the original lease agreement.
+Added: During the fourth quarter of 2024, the Company made a decision and ceased use of two floors which was identified as a triggering event to reassess the asset group and test for impairment.
+Added: This assessment resulted in an impairment of the Oakland lease and recognition of a loss of $ 1.4 million included within Occupancy expense in the Consolidated Statements of Operations and Comprehensive Income (Loss).
+Added: The estimated fair value of the right-of-use asset was measured on a nonrecurring basis determined using Level 3 inputs and is based on an income approach using probability weighted discounted future cash flows.
+Added: See Note 2 “Significant Accounting Policies” on Impairment of Long-Lived Assets for details.
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
The Company's operating lease costs are as follows:
4 unchanged sentences
Short-term lease cost 483 247 435
+Added: Operating lease impairment 1,443 — —
Total lease cost $ 5,941 $ 4,109 $ 4,246
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.
−Removed: Marqeta, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (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:
8 unchanged sentences
Letters of Credit
−Removed: 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.
−Removed: 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.
+Added: In connection with the Oakland lease, the Company is required to provide the landlord a letter of credit in the amount of $ 1.5 million.
+Added: The Company has secured this letter of credit by depositing $ 1.5 million with the issuing financial institution, and this deposit is classified as Restricted cash in the Consolidated Balance Sheets.
Purchase Obligations
4 unchanged sentences
During the years ended December 31, 2024, 2023, and 2022, the Company contributed a total of $ 5.0 million, $ 5.5 million, and $ 5.8 million to its defined contribution plans, respectively.
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
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.
−Removed: 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.
+Added: As of December 31, 2024 and 2023, there were no legal contingency matters, either individually or in aggregate, that the Company deemed probable 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.
−Removed: As additional information becomes available, the Company reassesses the potential liability and may revise the estimate.
+Added: As additional information becomes available, the Company reassesses the probability of the loss contingency and the potential liability, and may revise the estimate.
+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: Given the inherent uncertainty of litigation, the Company cannot reasonably estimate the likelihood of an unfavorable outcome or on 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.
Settlement of Payment Transactions
3 unchanged sentences
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.
−Removed: 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
−Removed: Marqeta, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
−Removed: customers' funds are not deposited at the Issuing Bank in time to settle our customers' transactions with the Card Networks.
+Added: At December 31, 2024 and 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 customers' funds are not deposited at the Issuing Bank in time to settle our customers' transactions with the Card Networks.
Indemnifications
2 unchanged sentences
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.
−Removed: 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.
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
+Added: 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 (Income) 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.
4 unchanged sentences
The offering periods are six months long and start in May and November of each year.
−Removed: 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:
+Added: The following table presents the share-based compensation expense recognized within the following line items in the Consolidated Statement of Operations and Comprehensive Income (Loss) and Consolidated Balance Sheet in the periods presented:
Year Ended December 31,
2 unchanged sentences
Stock options 23,732 26,323 28,816
−Removed: Executive Chairman Long-Term Performance Award 53,214 53,214 38,189
+Added: Performance restricted stock units
Employee Stock Purchase Plan 1,090 1,554 2,619
−Removed: Secondary sales of common stock — — 11,642
Share-based compensation recorded within Compensation and benefits
136,562 127,525 107,529
+Added: Executive chairman long-term performance award
+Added: ( 144,617 ) 53,214 53,214
Property and equipment (capitalized internal-use software)
+Added: 7,059 4,492 —
Total share-based compensation expense
$ ( 996 ) $ 185,231 $ 160,743
−Removed: Marqeta, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
Restricted Stock Units
8 unchanged sentences
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.
−Removed: A summary of the Company's RSUs activity under the Plans was as follows:
−Removed: Number of Restricted Stock Units Weighted-average grant date fair value per share
+Added: Performance Restricted Stock Units
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
+Added: During the first quarter of 2024, the Company granted performance-based restricted stock units (“PSUs”), under the 2021 Plan, to certain employees of the Company based on an initial target number.
+Added: The final number of PSUs that may vest and settle depend upon the Company’s performance against pre-established performance metrics over a predefined performance period, contingent on the compensation committee’s approval of the level of achievement against the pre-established performance targets at the end of the fiscal year.
+Added: The PSUs granted vest over three years and have a one year performance period with one-third of the PSUs subject to cliff vesting following the completion of the performance period then vesting in equal quarterly installments thereafter.
+Added: Over the performance period, the number of PSUs that may be issued and the related share-based compensation expense that is recognized is adjusted upward or downward based upon the probability of achieving the approved performance targets against the performance metrics.
+Added: Depending on the probability of achieving the pre-established performance targets, the number of PSUs issued could range from 0 % to 200 % of the target amount.
+Added: A summary of the Company's RSUs and PSUs activity under the Plans was as follows:
+Added: Number of Units
+Added: Weighted-average grant date fair value per share
Balance as of December 31, 2022
10 unchanged sentences
33,806 $ 5.96
−Removed: As of December 31, 2023, unrecognized compensation costs related to unvested RSUs was $ 231.4 million.
+Added: As of December 31, 2024, unrecognized compensation costs related to unvested RSUs and PSUs was $ 182.9 million.
These costs are expected to be recognized over a weighted-average period of 1.9 years.
4 unchanged sentences
Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
A summary of the Company's stock option activity under the Plans is as follows:
27 unchanged sentences
The total grant-date fair value of options vested during the years ended December 31, 2024, 2023, and 2022, was $ 42.4 million, $ 61.8 million, and $ 40.0 million, respectively.
−Removed: 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.
+Added: As of December 31, 2024, aggregate unrecognized compensation costs related to unvested outstanding stock options was $ 13.2 million.
These costs are expected to be recognized over a weighted-average period of 1.4 years.
1 unchanged sentence
Year Ended December 31,
−Removed: 2023 2022 2021
Dividend yield 0.0 % 0.0 %
2 unchanged sentences
Risk-free interest rate 3.78 % 2.32 %
+Added: The Company did not grant any stock options during the year ended December 31, 2024.
Marqeta, Inc.
Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
Executive Chairman Long-Term Performance Award
1 unchanged sentence
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.
−Removed: 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.
−Removed: 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:
−Removed: Tranche Company Stock Price Hurdle Number of Options Eligible to Vest
−Removed: 1 $ 67.50 2,826,884
−Removed: 2 $ 78.98 2,826,884
−Removed: 3 $ 92.40 2,826,884
−Removed: 4 $ 108.11 2,826,884
−Removed: 5 $ 126.49 2,826,884
−Removed: 6 $ 147.99 2,826,884
−Removed: 7 $ 173.15 2,826,884
−Removed: Total 19,788,188
−Removed: 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.
−Removed: 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.
−Removed: Secondary Sales of Common Stock
−Removed: 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.
−Removed: 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.
+Added: During the second quarter of 2024, the Company’s Executive Chairman stepped down from his role and transitioned to a non-employee director role on the board of directors causing the Executive Chairman Long-Term Performance Award to be forfeited per its terms resulting in a one-time reversal of share-based compensation expenses of $ 167.3 million, of which $ 144.6 million related to expenses recognized in prior years.
+Added: The Company accounts for forfeitures as they occur.
Stockholders’ Equity Transactions
Warrants to Purchase Common Stock
−Removed: 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.
+Added: In 2021 and 2020, the Company issued warrants to customers to purchase up to 1.2 million and 0.8 million shares of the Company’s common stock, respectively.
These warrants vest based on certain performance conditions that include issuing a specific percentage of new cards on the Company’s platform over a defined measurement period and reaching certain annual transaction count thresholds over the contract term, respectively.
2 unchanged sentences
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.
−Removed: Marqeta, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
−Removed: As of December 31, 2023 and 2022, 1,101,262 and 695,637 warrants were vested, respectively.
+Added: As of December 31, 2024 and 2023, 1.2 million and 1.1 million warrants were vested, respectively.
The Company recorded $ 1.7 million and $ 5.5 million as a reduction of net revenue related to these warrants during the years ended December 31, 2024 and 2023, respectively.
Upon vesting, the fair value of the vested warrants are recorded into the Company’s additional paid-in capital.
−Removed: 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.
+Added: Timing differences caused by the pattern of processing volume generated by the customer over the original terms of the contract and the vesting schedules of the warrants can cause differences in the amount of grant date fair value that is credited to additional paid in capital upon vesting and the amount recorded as a reduction in net revenue during any particular reporting period.
Share Repurchase Programs
6 unchanged sentences
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 .
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
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”).
2 unchanged sentences
The 2023 Share Repurchase Program has no set expiration date.
−Removed: 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 .
+Added: During the year ended December 31, 2024 the Company repurchased 5.2 million shares in the open market for $ 32.8 million, including transaction costs and excise taxes, at an average price of $ 6.27 under the 2023 Share Repurchase Program.
+Added: During the year ended December 31, 2023, the Company repurchased 31.3 million shares in the open market for $ 169.4 million under the 2023 Share Repurchase Program, for an average price of $ 5.41 .
+Added: Repurchases under the 2023 Share Repurchase Program were completed as of March 31, 2024.
+Added: On May 6, 2024, the Company’s board of directors authorized a share repurchase program of up to $ 200 million of the Company’s Class A common stock (the “2024 Share Repurchase Program”).
+Added: Under the 2024 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.
+Added: The number of shares repurchased and the timing of purchases are based on general business and market conditions, and other factors, including legal requirements.
+Added: The 2024 Share Repurchase Program has no set expiration date.
+Added: During the year ended December 31, 2024, the Company repurchased approximately 23.2 million shares in the open market and in privately negotiated transactions for $ 119.5 million under the 2024 Share Repurchase Program, for an average price of $ 5.16 , respectively.
+Added: The total price of the shares repurchased and the related transaction costs and excise taxes of $ 1.2 million during the year ended December 31, 2024 are reflected as a reduction to Common stock and Additional paid-in capital on the Company’s Consolidated Balance Sheets.
As of December 31, 2024 $ 80.5 million remained available for future share repurchases under the 2024 Share Repurchase Program.
−Removed: 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 .
+Added: 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”).
+Added: 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.
+Added: The number of shares repurchased and the timing of purchases are based on general business and market conditions, and other factors, including legal requirements.
+Added: The 2025 Share Repurchase Program has no set expiration date.
Restructuring
3 unchanged sentences
Additionally, the Company reduced previously accrued bonuses for impacted employees of $ 2.9 million due to the terms of the Restructuring Plan.
−Removed: These costs were included in Compensation and benefits in the Consolidated Statements of Operations and Comprehensive Loss.
+Added: These costs were included in Compensation and benefits in the Consolidated Statements of Operations and Comprehensive Income (Loss).
+Added: The following table summarizes the Company’s restructuring liability that was included in Accrued expenses and other current liabilities on the Consolidated Balance Sheet:
Marqeta, Inc.
Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
−Removed: The following table summarizes the Company’s restructuring liability that was included in Accrued expenses and other current liabilities on the Consolidated Balance Sheet:
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
Balance as of December 31, 2022 $ —
2 unchanged sentences
Balance as of December 31, 2023
−Removed: Net Loss Per Share Attributable to Common Stockholders
−Removed: Basic and diluted net loss per share attributable to common stockholders is as follows:
+Added: Net Income (Loss) Per Share Attributable to Common Stockholders
+Added: Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period.
+Added: Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding adjusted for the dilutive effect of all potential shares of common stock.
+Added: In periods when the Company reported a net loss, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive items were anti-dilutive.
+Added: The Company calculated basic and diluted net income (loss) per share attributable to common stockholders as follows:
Year Ended December 31,
2024 2023 (1)
−Removed: Net loss attributable to Class A and Class B common stockholders $ ( 222,962 ) $ ( 184,780 ) $ ( 163,929 )
−Removed: 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
−Removed: Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ ( 0.42 ) $ ( 0.34 ) $ ( 0.45 )
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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:
−Removed: As of December 31,
+Added: Net income (loss) attributable to common stockholders, basic
$ 24,938 $ 2,349 $ ( 199,108 ) $ ( 23,854 ) $ ( 142,650 ) $ ( 42,130 )
+Added: Net income (loss) attributable to common stockholders, diluted
+Added: $ 24,808 $ 2,479 $ ( 199,108 ) $ ( 23,854 ) $ ( 142,650 ) $ ( 42,130 )
+Added: Weighted-average shares used in computing basic Net income (loss) per share attributable to common stockholders
+Added: 467,071 43,993 475,564 56,976 421,043 124,349
+Added: Effect of dilutive potential shares of common stock
+Added: 4,646 3,135 — — — —
+Added: Weighted-average shares used in computing diluted Net income (loss) per share attributable to common stockholders
+Added: 471,717 47,128 475,564 56,976 421,043 124,349
+Added: Net income (loss) per share attributable to common stockholders, basic
+Added: $ 0.05 $ 0.05 $ ( 0.42 ) $ ( 0.42 ) $ ( 0.34 ) $ ( 0.34 )
+Added: Net income (loss) per share attributable to common stockholders, diluted
+Added: $ 0.05 $ 0.05 $ ( 0.42 ) $ ( 0.42 ) $ ( 0.34 ) $ ( 0.34 )
+Added: (1) The prior period Net income (loss) per share for Class A and Class B common stock has been presented separately to conform with current period presentation, which had no impact on our previously reported basic or diluted Net income (loss) per share.
+Added: As liquidation and dividend rights are identical for Class A common stock and Class B common stock, the undistributed earnings are allocated on a proportionate basis and the resulting income (loss) per share will, therefore, be the same for both Class A common stock and Class B common stock on an individual or combined basis.
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
+Added: Potentially dilutive securities that were excluded from the computation of diluted net income (loss) per share because including them would have had an anti-dilutive effect were as follows:
+Added: Year Ended December 31,
+Added: 2024 2023 2022
+Added: Class A Class B Class A Class B Class A Class B
Warrants to purchase Class B common stock — — — 1,900 — 1,900
2 unchanged sentences
Shares committed under the ESPP — — 253 — 409 —
−Removed: Stock options and RSUs available for future grants 70,722,895 60,892,581 61,893,427
Total 29,247 14,139 46,236 30,764 35,976 36,636
−Removed: Marqeta, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
The components of loss before income taxes by tax jurisdiction were as follows:
3 unchanged sentences
Foreign ( 792 ) 1,215 730
−Removed: Loss before income tax expense $ ( 230,575 ) $ ( 184,882 ) $ ( 164,569 )
+Added: Income (loss) before income tax expense $ 28,080 $ ( 230,575 ) $ ( 184,882 )
The components of income tax expense (benefit) were as follows:
12 unchanged sentences
Foreign 667 676 ( 455 )
−Removed: Income tax benefit $ ( 7,613 ) $ ( 102 ) $ ( 640 )
+Added: Income tax expense (benefit) $ 793 $ ( 7,613 ) $ ( 102 )
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
The reconciliation of the Company's effective tax rate to the statutory federal rate is as follows:
17 unchanged sentences
Effective tax rate 2.8 % 3.3 % 0.1 %
−Removed: Marqeta, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
Deferred tax assets and liabilities consist of the following:
+Added: 2024 December 31,
Deferred tax assets:
13 unchanged sentences
Deferred tax liabilities:
+Added: ( 7,061 ) ( 9,025 )
Right-of-use asset ( 581 ) ( 1,643 )
1 unchanged sentence
Net deferred tax assets $ 396 $ 495
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
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.
7 unchanged sentences
As of December 31, 2024 and 2023, the Company considered it more likely than not that substantially all of its deferred tax assets would not be realized.
−Removed: 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.
−Removed: 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, 2024, the Company had net operating loss carryforwards of approximately $ 175.6 million and $ 153.1 million for federal and state tax purposes, respectively.
1 unchanged sentence
If not utilized, the federal and state net operating carryforwards will begin to expire in 2035 and 2025, respectively.
−Removed: Marqeta, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (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 $ 34.6 million for federal income tax purposes and $ 14.2 million for California tax purposes.
13 unchanged sentences
Beginning balance
−Removed: Reductions of tax positions taken during previous years
+Added: $ 9,800 $ — $ —
Additions based on uncertain tax positions related to the current period
+Added: 2,399 3,238 —
Additions based on uncertain tax positions related to the prior periods
1 unchanged sentence
$ 12,199 $ 9,800 $ —
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
The Company’s policy is to include interest and penalties related to unrecognized tax benefits within our tax provision for income taxes.
5 unchanged sentences
Cash on deposit with financial institutions may exceed federally insured limits.
−Removed: 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.
−Removed: Government or U.S.
−Removed: Government agencies.
−Removed: Marqeta, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
As of December 31, 2024, short-term investments were $ 179.4 million, and there was no concentration of securities of the same issuer with an aggregate fair value greater than 5% of this total balance, except for U.S.
−Removed: Treasuries and U.S.
−Removed: agency securities, which amounted to $ 255.2 million, or 95 % of the short-term investments.
−Removed: As of December 31, 2023, all debt securities within the Company's portfolio are investment grade.
+Added: Treasury securities, which amounted to $ 168.9 million, or 94 %, of the short-term investments.
+Added: As of December 31, 2024, all debt securities within the Company's portfolio were investment grade.
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 the total balance, except for U.S.
Treasuries, which amounted to $ 255.2 million, or 95 % of the short-term investments.
−Removed: As of December 31, 2022, all debt securities within the Company's portfolio are investment grade.
+Added: As of December 31, 2023, all debt securities within the Company's portfolio were investment grade.
A significant portion of the Company's payment transactions is settled through one Issuing Bank, Sutton Bank.
1 unchanged sentence
A significant portion of the Company's revenue and accounts receivable is derived from a single customer.
−Removed: 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:
+Added: The following provides net revenue as a percentage of total net revenue and customers' receivables as a percentage of total customers receivables for our significant customers:
Percent of Net Revenue
4 unchanged sentences
Customer B * 11 %
+Added: * - Did not exceed 10% in the reporting period presented
+Added: Segment Information
+Added: The Company's chief operating decision maker (“CODM”) is its Chief Executive Officer, who regularly reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance.
+Added: The Company provides a single, global, cloud-based, open API platform for modern card issuing and transaction processing, and primarily earns revenue from processing card transactions for its customers.
+Added: As such, the Company operates as a single operating segment and reporting unit.
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
+Added: The CODM assesses performance and decides how to allocate resources based on consolidated net income (loss) as the measure of profit and loss and consolidated total assets.
+Added: The measure of segment assets is reported on the balance sheet as total assets.
+Added: The CODM uses net income (loss) in the annual budgeting process and subsequent monitoring of budget versus actual results as well as in assessing the return on consolidated total assets.
+Added: The following is the information used by the CODM in assessing segment performance:
+Added: Year Ended December 31,
+Added: 2024 2023 2022
+Added: Net revenue $ 506,995 $ 676,171 $ 748,206
+Added: Cost of revenue 155,146 346,657 428,205
+Added: Gross profit 351,849 329,514 320,001
+Added: Significant expenses:
+Added: Employee compensation and benefits 261,033 318,856 254,351
+Added: Share based compensation 136,562 127,525 107,529
+Added: Professional services 20,057 21,679 23,479
+Added: Technology 60,059 55,612 52,361
+Added: Occupancy and equipment 5,995 4,361 4,514
+Added: Depreciation and amortization 17,460 10,741 3,853
+Added: Marketing and advertising 2,986 2,566 3,995
+Added: Other operating expenses 16,780 17,975 26,513
+Added: Executive Chairman Long-Term Performance Award ( 144,617 ) 53,214 53,214
+Added: Interest income 53,411 52,613 19,829
+Added: Other income (expense) ( 865 ) ( 173 ) 5,097
+Added: Income tax expense (benefit) 793 ( 7,613 ) ( 102 )
+Added: Segment and consolidated net income (loss) 1
+Added: $ 27,287 $ ( 222,962 ) $ ( 184,780 )
+Added: 1 - The Company operates as a single reportable segment that is managed on a consolidated basis, therefore the Company’s segment net income (loss) is the same as the Company’s consolidated net income (loss).
+Added: For the years ended December 31, 2024, 2023, and 2022, net revenue outside of the United States, based on the billing address of the customer, was 10 %, 5 %, and 3 %, respectively.
+Added: As of December 31, 2024 and 2023, long-lived assets located outside of the United States were not material and not used by the CODM in assessing and evaluating financial performance and allocating resources.
Related Party Transactions
1 unchanged sentence
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: During the year December 31, 2022, the Company earned net revenue of $ 2.7 million from the private company.
+Added: Marqeta, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)
+Added: Subsequent Event
+Added: On February 26, 2025, the Company announced that the board of directors has appointed Michael (Mike) Milotich as Interim Chief Executive Officer (Principal Executive Officer), effective immediately.
+Added: Milotich will also continue to serve in his current role of Chief Financial Officer.
+Added: Milotich succeeds Simon Khalaf, who has stepped down as Chief Executive Officer and as a director as of February 24, 2025.
+Added: Milotich will continue to serve as the Company’s Principal Financial Officer and Principal Accounting Officer while he serves as Chief Executive Officer in an interim capacity until a successor for such position is appointed.
+Added: Khalaf is eligible to receive the benefits specified in the Marqeta Executive Severance Plan, if the conditions specified in such plan are met.
+Added: The Company does not consider these benefits material.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosures
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.