What changed in this filing

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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-28 · 77 added, 57 removed, 126 unchanged (52% of the section changed)

5 unchanged sentences

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on such evaluation, our management has concluded our disclosure controls and procedures were not effective at a reasonable assurance level as of December 31, 2023, due to the material weaknesses in internal control over financial reporting described in Management’s Report on Internal Control Over Financial Reporting below.

Based on such evaluation, our management has concluded our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2024.

Management's Report on Internal Control Over Financial Reporting

1 unchanged sentence

Under the supervision of and with the participation of our principal executive officer and principal financial officer, our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria established in “Internal Control - Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on that assessment, our management has concluded that our internal control over financial reporting as of December 31, 2023 was not effective due to the material weaknesses identified below.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Ernst & Young, LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this Annual Report on Form 10-K.

A material weakness is a deficiency, or a 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.

In the period ended March 31, 2023, management identified a material weakness related to the accounting for our acquisition of Power Finance (the “Business Combination Material Weakness”), 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.

The material weakness resulted in an error related to the allocation of merger consideration between purchase consideration and post-combination expense that was not detected on a timely basis.

The error was corrected by management in the Condensed Consolidated Financial Statements as of and for the three months ended March 31, 2023.

For the period ended December 31, 2023, management identified a material weakness related to information technology general controls (“ITGCs”) (the “ITGC Material Weakness” and together with the Business Combination Material Weakness, the “2023 Material Weaknesses”) in user access over certain information technology (“IT”) systems that support the Company’s revenue and related financial reporting processes.

As a result, the related process-level IT dependent manual controls, certain change management controls, and automated application controls for certain key IT systems were also deemed ineffective for the period ended December 31, 2023.

The 2023 Material Weaknesses did not result in any material misstatements in our Consolidated Financial Statements included in this Annual Report on Form 10-K.

Our management concluded that the Consolidated Financial Statements included in this Annual Report on Form 10-K, present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States.

Management’s Plan to Remediate the Material Weaknesses

Our management is committed to maintaining a strong internal control environment.

As it relates to the Business Combination Material Weakness, we have and will continue to take actions to enhance the design of our business combination controls with the level of precision required to operate them in an effective manner.

We will continue to enhance our management review control activities, including the review of inputs, assumptions and reports produced by third-party specialists supporting the purchase price allocation accounting and the application of technical accounting principles.

To remediate the ITGC Material Weakness, we are enhancing the design of our ITGCs over the IT systems that support the Company’s revenue and related financial reporting processes, including, (i) developing and implementing additional training and awareness addressing ITGCs and policies, including educating control owners concerning the principles and requirements of each control, with a focus on user access;

(ii) increasing the extent of oversight and verification checks included in operation of user access controls and processes;

(iii) deploying additional tools to support administration of user access;

and (iv) enhancing quarterly management reporting on the remediation measures to the audit committee of the board of directors.

Although we intend to complete the remediation process as promptly as possible, we will not be able to fully remediate the ITGC Material Weakness until these steps have been completed and the controls are operating effectively.

Based on that assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2024.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by KPMG, LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

Except for the identification of the 2023 Material Weaknesses and related remediation efforts to date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) during the fourth quarter of fiscal 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) during the fourth quarter of fiscal 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, except as described below.

Material Weakness Remediation

As previously disclosed with the audit of our consolidated financial statements for the year ended December 31, 2023, we identified the following material weaknesses:

In the period ended March 31, 2023, management identified a material weakness related to the accounting for our 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.

For the period ended December 31, 2023, management identified a material weakness related to information technology general controls in user access over certain information technology systems that support the Company’s revenue and related financial reporting processes.

During the year ended December 31, 2024, the Company implemented measures designed to remediate the control deficiencies contributing to the material weaknesses.

These remediation actions included refining the design of our review controls surrounding purchase price allocation accounting—providing more robust oversight of third-party specialists’ work and improving the precision of management review activities—as well as conducting additional training and awareness programs addressing user access requirements and policies, increasing oversight and verification of user access controls, and implementing new tools to administer user access more effectively.

These efforts resulted in the remediation of the previously identified material weaknesses as of December 31, 2024.

Limitations on Effectiveness of Controls and Procedures

4 unchanged sentences

Other Information

During our last fiscal quarter, on December 12, 2023, Martha Cummings , a member of our board of directors , adopted a “ Rule 10b5-1 trading arrangement ” as defined in Regulation S-K Item 408 providing for the sale from time to time of an aggregate of up to 340,241 shares of our Class A Common Stock.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

The duration of the trading arrangement is until April 8, 2025 , or earlier if all transactions under the trading arrangement are completed, but in no case earlier than one year or later than two years from December 12, 2023.

(b) During the last fiscal quarter of 2024, no director or officer, as defined in Rule 16a-1(f) of the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

52 unchanged sentences

Amended Non-Employee Director Compensation Policy.

001-40465 10.1

July 19, 2024

Form of Director Offer Letter.

2 unchanged sentences

February 28, 2023

Offer Letter between the Registrant and Jason Gardner dated June 6, 2011.

S-1 333-256154

10.8 May 14, 2021

Offer Letter between the Registrant and Mike Milotich dated February 3, 2022.

3 unchanged sentences

February 28, 2023

Transition Agreement by and between Marqeta, Inc.

and Randy Kern, dated November 8, 2024.

November 12, 2024

Offer Letters between the Registrant and Todd Pollak, dated November 4, 2022 and January 26, 2023.

001-40465 10.3

Offer Letter between the Registrant and Crystal Sumner, dated January 6, 2023.

001-40465 10.4

Lease Agreement by and between the Registrant and MACH II 180 LLC, dated on or about March 1, 2016, as amended on November 8, 2017, March 14, 2019, and November 7, 2019.

001-40465 10.13

February 28, 2024

Master Services Agreement by and between the Registrant and Square, Inc., dated April 19, 2016, as amended on September 1, 2016, October 18, 2016, December 24, 2016, June 30, 2017, August 2, 2017, October 1, 2017, April 1, 2018, June 6, 2019, September 20, 2019, February 7, 2020, November 18, 2020, November 18, 2020, March 13, 2021, May 21, 2021, January 27, 2022, and March 1, 2023.

2 unchanged sentences

2 3 to the Master Services Agreement by and between the Registrant and Square, Inc.

dated November 3, 2023.

dated December 18 , 202 4 .

A mendment No.

22 to the Master Services Agreement by and between the Registrant and Square, Inc.

dated October 28 , 2024.

A mendment No.

21 to the Master Services Agreement by and between the Registrant and Square, Inc.

dated October 4, 2024.

A mendmen t to Amendment No .

19 to the Master Services Agreement by and between the Registrant and Square, Inc.

dated May 10, 2024.

001-40465 10.1

August 7, 2024

Amendment No.

19 to the Master Services Agreement by and between the Registrant and Square, Inc.

dated November 3, 2023.

001-40465 10.15

February 28, 2024

Amendment No.

18 to the Master Services Agreement by and between the Registrant and Square, Inc.

dated September 26, 2023.

1 unchanged sentence

November 8, 2023

A mendment No.

Amendment No.

17 to the Master Services Agreement by and between the Registrant and Square Inc.

5 unchanged sentences

August 8, 2023

Eighth Amendment to the Prepaid Card Program Manager Agreement by and between the Registrant and Sutton Bank, dated November 15, 2024.

Seventh Amendment to the Amended and Restated Prepaid Card Program Manager Agreement by and between the Registrant and Sutton Bank, dated April 4, 2024.

001-40465 10.1

Addendum to the Amended and Restated Prepaid Card Program Manager Agreement by and between the Registrant and Sutton Bank, dated January 19, 2024.

001-40465 10.2

Letter from Ernst & Young LLP dated March 7, 2024.

001-40465 16.1

March 1, 2024

Insider Trading Policy.

21.1* Subsidiaries of the Registrant.

Consent of KPMG LLP, independent registered public accounting firm.

Consent of Ernst & Young LLP, independent registered public accounting firm.

24.1* Power of Attorney (incorporate by reference to the signature page to this Annual Report on Form 10-K)

31.1* Certification of the Principal Executive Officer, pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of the Principal Financial Officer, pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1** Certification of the Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2** Certification of the Principal Financial Officer, pursuant to 18 U.S.C.

24.1* Power of Attorney (incorporated by reference to the signature page to this Annual Report on Form 10-K)

31.1* Certification of the Principal Executive and Financial Officer, pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1** Certification of the Principal Executive and Financial Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

C ompe nsation Recovery Policy .

Standstill and Release Agreement.

Compensation Recovery Policy.

001-40465 97.1

February 28, 2024

Inline XBRL Instance Document.

15 unchanged sentences

February 26, 2025

/s/ Simon Khalaf

Chief Executive Officer (Principal Executive Officer)

February 28, 2024

/s/ Michael (Mike) Milotich

Michael (Mike) Milotich

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Interim Chief Executive Officer & Chief Financial Officer (Principal Executive, Financial, and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Simon Khalaf, Michael Milotich, and Crystal Sumner, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Milotich and Crystal Sumner, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Simon Khalaf Chief Executive Officer and Director February 28, 2024

Simon Khalaf (Principal Executive Officer)

/s/ Michael (Mike) Milotich Chief Financial Officer February 28, 2024

Michael (Mike) Milotich (Principal Financial and Accounting Officer)

/s/ Jason Gardner Director February 28, 2024

Jason Gardner

/s/ Martha Cummings Director February 28, 2024

Martha Cummings

/s/ Gerri Elliott Director February 28, 2024

Gerri Elliott

/s/ Helen Riley Director February 28, 2024

/s/ Arnon Dinur Director February 28, 2024

/s/ Michael (Mike) Milotich Interim Chief Executive Officer & Chief Financial Officer

February 26, 2025

Michael (Mike) Milotich (Principal Executive, Financial, and Accounting Officer)

/s/ Judson Linville Director February 26, 2025

Judson Linville

/s/ Kiran Prasad Director February 28, 2024

/s/ Godfrey Sullivan Director February 28, 2024

Godfrey Sullivan

/s/ Najuma Atkinson

1 unchanged sentence

Najuma Atkinson

/s/ Alpesh Chokshi

Director February 26, 2025

Alpesh Chokshi

/s/ Martha Cummings Director February 26, 2025

Martha Cummings

/s/ Jason Gardner

Director February 26, 2025

Jason Gardner

Director February 26, 2025

/s/ Kiran Prasad

Director February 26, 2025

/s/ Helen Riley

Director February 26, 2025

/s/ Godfrey Sullivan Director February 26, 2025

Godfrey Sullivan

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

What changed 10-K

Item 9A. Controls and Procedures