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What changed in Marqeta, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Marqeta, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+317 added−305 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-26)

Top changes in Marqeta, Inc.'s 2025 10-K

317 paragraphs added · 305 removed · 238 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

53 edited+16 added−18 removed65 unchanged
Biggest changeDepending on a customer’s desired level of control and responsibility, Marqeta can work with companies in a range of different configurations, but generally provide the following offerings: Managed By Marqeta : With Managed By Marqeta (“MxM”), Marqeta typically connects customers to an Issuing Bank to act as the Bank Identification Number (“BIN”) sponsor for the customer’s card program, manages the customer’s card program on behalf of the Issuing Bank, and provides a full range of services including configuring many of the critical resources required by a customer’s production environment.
Biggest changePayment processing provides customers with access to the Marqeta dashboard via our APIs and webhooks, our JIT Funding feature, and assists with certain configuration elements that enable customers to use the platform independently. • Bank and Network Management: Marqeta provides a service option to connect customers to an Issuing Bank partner to act as the BIN sponsor for the customer’s card program, define and manage a number of the primary tasks related to launching a card program, and can provide a full range of services including configuring many of the critical resources required by a customer’s production environment and managing the applicable regulations and the Issuing Bank.
Our Customers Marqeta serves customers in multiple industry verticals including financial services, on-demand services, BNPL, expense management, and e-commerce enablement. We see embedded finance as a significant contributor to our next wave of growth. There are two critical components to embedded finance: native integration and non-financial services businesses.
Our Customers Marqeta serves customers in multiple industry verticals including financial services, on-demand services, lending, including BNPL, expense management, and e-commerce enablement. We see embedded finance as a significant contributor to our next wave of growth. There are two critical components to embedded finance: native integration and non-financial services businesses.
We have a separate agreement with Afterpay that provides for the commercial terms of our relationship; however, we now aggregate Afterpay as part of our Block business for purposes of financial reporting in this Annual Report on Form 10-K and other filings we make with the SEC.
We have a separate agreement with Afterpay that provides for the commercial terms of our relationship; however, we aggregate Afterpay as part of our Block business for purposes of financial reporting in this Annual Report on Form 10-K and other filings we make with the SEC.
The current term of the contract expires in 2028 and automatically renews annually thereafter, unless either party provides written notice of its intent not to renew. Either party may terminate the agreement under specified circumstances, including upon a material breach that remains uncured for a specified period of time. Our Competitors We compete in a large and evolving market.
The current term of the contract expires in 2031 and automatically renews annually thereafter, unless either party provides written notice of its intent not to renew. Either party may terminate the agreement under specified circumstances, including upon a material breach that remains uncured for a specified period of time. Our Competitors We compete in a large and evolving market.
The current term of the agreement expires in 2028, after which it automatically renews on the same terms and conditions for a two-year renewal term, unless either party provides written notice of its intent not to renew at least 180 days prior to the expiration of the then-current term.
The current term of the agreement expires in 2029, after which it automatically renews on the same terms and conditions for a two-year renewal term, unless either party provides written notice of its intent not to renew at least 180 days prior to the expiration of the then-current term.
Digital Banking Marqeta for Banking provides our customers with access to a suite of bank account and money movement features offered through our Issuing Bank partners, including demand deposit accounts, direct deposit with early pay, ACH, cash loads, and fee-free ATMs, bill pay, and instant funding capabilities.
Banking & Money Movement Marqeta for Banking provides our customers with access to a suite of bank account and money movement features offered through our Issuing Bank partners, including savings accounts, demand deposit accounts, direct deposit with early pay, ACH, cash loads, and fee-free ATMs, bill pay, and instant funding capabilities.
Customers can also combine solutions across different use cases. 8 Table of Contents Agreements with Large Customers Block On April 19, 2016, we entered into a master services agreement with Block, Inc., formerly known as Square, Inc., as subsequently amended (the “Block Agreement”), which includes the commercial terms of our relationship with Block.
Customers can also combine solutions across different use cases. Agreements with Large Customers Block On April 19, 2016, we entered into a master services agreement with Block, Inc., formerly known as Square, Inc., as subsequently amended (the “Block Agreement”), which includes the commercial terms of our relationship with Block.
See the section titled “Management's Discussion and Analysis of Financial Condition and Results of Operations—Components of Results of Operations—Net Revenue” for the definitions of “Interchange Fees” and “Revenue Share.” 9 Table of Contents While an Issuing Bank must ultimately approve each card program, Marqeta configures the program design, negotiates key program terms, and selects the Issuing Bank for each customer.
See the section titled “Management's Discussion and Analysis of Financial Condition and Results of Operations—Components of Results of Operations—Net Revenue” for the definitions of “Interchange Fees” and “Revenue Share.” While an Issuing Bank must ultimately approve each card program, Marqeta configures the program design, negotiates key program terms, and selects the Issuing Bank for each customer.
For more information on the risks relating to our regulatory environment, see the section titled “Risk Factors—Risks Relating to Regulation.” Consumer Protection The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) created the Consumer Financial Protection Bureau (the “CFPB”) which regulates consumer financial products or services.
For more information on the risks relating to our regulatory environment, see the section titled “Risk Factors—Risks Relating to Regulation.” 11 Table of Contents Consumer Protection The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) created the Consumer Financial Protection Bureau (the “CFPB”) which regulates consumer financial products or services.
In the United States, the Currency and Foreign Transactions Reporting Act, known as the Bank Secrecy Act (the “BSA”) and amended by the USA PATRIOT Act of 2001, contains a variety of provisions aimed at fighting terrorism and money laundering. Among other things, the BSA and implementing regulations issued by the U.S.
Anti-Money Laundering and Sanctions Compliance In the United States, the Currency and Foreign Transactions Reporting Act, known as the Bank Secrecy Act (the “BSA”) and amended by the USA PATRIOT Act of 2001, contains a variety of provisions aimed at fighting terrorism and money laundering. Among other things, the BSA and implementing regulations issued by the U.S.
Either party may terminate the agreements under specified circumstances, including upon a material breach that remains uncured for a specified period of time. 10 Table of Contents Visa In 2017, we entered into a strategic alliance framework agreement with Visa. The agreement has been periodically amended.
Either party may terminate the agreements under specified circumstances, including upon a material breach that remains uncured for a specified period of time. Visa In 2017, we entered into a strategic alliance framework agreement with Visa. The agreement has been periodically amended.
The regulatory environment in which we operate is rapidly evolving, and some of the most significant government regulations in the U.S. that impact our business are discussed below.
The regulatory environment in which we operate is rapidly evolving, and some of the most significant government regulations that impact our business are discussed below.
International Regulation 14 Table of Contents The conduct of our business and the use of our products and services outside the United States are subject to various foreign laws and regulations administered by government entities and agencies in the countries and territories where we operate and where our customers and their cardholders use our products and services.
International Regulation The conduct of our business and the use of our products and services outside the United States are subject to various foreign laws and regulations administered by government entities and agencies in the countries and territories where we operate and where our customers and their cardholders use our products and services.
We believe that the principal competitive factors in our market include: • pricing; • multiple program types (debit, prepaid, credit); • multiple solutions (issuer-processing, banking & money movement); • multinational reach; • complete solutions at scale; • flexibility and configurability; • reliability; • compliance solutions; • program management; • brand recognition and reputation; and • industry expertise and customer service.
We believe that the principal competitive factors in our market include: • pricing; • multiple program types (debit, prepaid, credit); • multiple solutions (issuer-processing, banking & money movement); • multinational reach; • complete solutions at scale; • flexibility and configurability; • reliability; • compliance solutions; • program management; 10 Table of Contents • brand recognition and reputation; and • industry expertise and customer service.
Due to our relationships with Issuing Banks that are directly regulated for AML purposes, we have implemented an AML program designed to prevent our platform from being used to facilitate money laundering, terrorist financing, and other illicit activity. When providing program management services, we design our AML program to meet the requirements of our Issuing Banks.
Due to our relationships with Issuing Banks that are directly subject to the BSA, we have implemented an AML program designed to prevent our platform from being used to facilitate money laundering, terrorist financing, and other illicit activity. When providing program management services, we design our AML program to meet the requirements of our Issuing Banks.
A single integration with Marqeta Flex is intended to provide them access to a variety of global BNPL providers, and is expected to increase the speed at which they can build and launch card solutions that offer flexible payment methods, including custom and user-friendly BNPL loan options.
A single integration with Marqeta Hub provides them access to a variety of global BNPL providers, and is expected to increase the speed at which they can build and launch card solutions that offer flexible payment methods, including custom and user-friendly BNPL loan options.
In the years ended December 31, 2024, 2023, and 2022, total processing volume (“TPV”) on the Marqeta Platform was $291.1 billion, $222.3 billion, and $166.3 billion, respectively, which reflected year-over-year growth of 31% and 34%, respectively. TPV is the total dollar amount of payments processed through the Marqeta platform, net of returns and chargebacks.
In the years ended December 31, 2025, 2024, and 2023, total processing volume (“TPV”) on the Marqeta Platform was $382.5 billion, $291.1 billion, and $222.3 billion, respectively, which reflected year-over-year growth of 31% and 31%, respectively. TPV is the total dollar amount of payments processed through the Marqeta platform, net of returns and chargebacks.
Similarly, we may directly or indirectly be subject to various federal and state consumer credit protection regimes as a result of our credit platform and relationship with originating Issuing Banks, including, among others: • the Equal Credit Opportunity Act and Regulation B promulgated thereunder, which prohibit creditors from discriminating against credit applicants on the basis of race, color, sex, age, religion, national origin, marital status, the fact that all or part of the applicant’s income derives from any public assistance program, or the fact that the applicant has in good faith exercised any right under the Federal Consumer Credit Protection Act or any applicable state law; • the Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transactions Act, and Regulation V promulgated thereunder, which promote the accuracy, fairness, and privacy of information in the files of consumer reporting agencies; • the Truth-in-Lending Act, as amended by the Credit Card Accountability, Responsibility, and Disclosure Act of 2009, and Regulation Z promulgated thereunder, which require certain disclosures to consumers regarding the terms and conditions of loans, credit cards, and credit transactions; • the Military Lending Act and similar state laws, which provide disclosure requirements, interest rate limitations, substantive conduct obligations, and prohibitions on certain behavior relating to loans made to covered borrowers, which include both servicemembers and their dependents; and 13 Table of Contents • the Servicemembers Civil Relief Act and similar state laws, which allows active duty military members to suspend or postpone certain civil obligations so that the military member can devote his or her full attention to military duties.
These regulations include, among other things, disclosure of fees to the consumer prior to the creation of a prepaid account; liability limits and error-resolution requirements; regulation of prepaid accounts with overdraft and credit features; and the submission of prepaid account agreements to the CFPB and the publication of such agreements to the general public. 12 Table of Contents Similarly, we may directly or indirectly be subject to various federal and state consumer credit protection regimes as a result of our credit platform and relationship with originating Issuing Banks, including, among others: • the Equal Credit Opportunity Act and Regulation B promulgated thereunder, which prohibit creditors from discriminating against credit applicants on the basis of race, color, sex, age, religion, national origin, marital status, the fact that all or part of the applicant’s income derives from any public assistance program, or the fact that the applicant has in good faith exercised any right under the Federal Consumer Credit Protection Act or any applicable state law; • the Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transactions Act, and Regulation V promulgated thereunder, which promote the accuracy, fairness, and privacy of information in the files of consumer reporting agencies; • the Truth-in-Lending Act, as amended by the Credit Card Accountability, Responsibility, and Disclosure Act of 2009, and Regulation Z promulgated thereunder, which require certain disclosures to consumers regarding the terms and conditions of loans, credit cards, and credit transactions; • the Military Lending Act and similar state laws, which provide disclosure requirements, interest rate limitations, substantive conduct obligations, and prohibitions on certain behavior relating to loans made to covered borrowers, which include both servicemembers and their dependents; and • the Servicemembers Civil Relief Act and similar state laws, which allows active duty military members to suspend or postpone certain civil obligations so that the military member can devote his or her full attention to military duties.
BNPL Providers : Marqeta Flex is expected to expand BNPL distribution, enabling BNPL providers to benefit from greater access to consumers and higher transaction volumes. 7 Table of Contents Card Issuers : We believe Marqeta Flex will be a powerful solution for digital wallets and card issuers, allowing them to drive payment volume by incorporating multiple BNPL offerings into the transaction experience that can be customized to user preferences.
BNPL Providers : Marqeta Hub expands BNPL distribution, enabling BNPL providers to benefit from greater access to consumers and higher transaction volumes. 7 Table of Contents Card Issuers : Marqeta Hub is a powerful solution for digital wallets and card issuers, allowing them to drive payment volume by incorporating multiple BNPL offerings into the transaction experience that can be customized to user preferences.
Anti-Bribery Laws We are subject to anti-corruption and anti-bribery and similar laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the U.K. Bribery Act 2010, and other anti-corruption and anti-bribery laws in countries where we conduct activities.
Anti-Bribery Laws We are subject to anti-corruption and anti-bribery and similar laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the U.K.
These fees are reflected in our costs of revenue. When our customers engage us for PxM services, we do not manage the customer’s relationships with the Issuing Banks or Card Networks and the customer is responsible for managing compliance with, among other things, the Issuing Bank’s requirements and Card Network rules.
These fees are reflected in our costs of revenue. When we do not manage the customer’s relationships with the Issuing Banks or Card Networks, the customer is responsible for managing compliance with, among other things, the Issuing Bank’s requirements and Card Network rules. Our customers engage us for a combination of services based on their unique needs.
The intended benefits of Marqeta Flex for consumers, BNPL providers, and issuers include: Consumers : With Marqeta Flex, consumers will be guided to the BNPL options that can meet their needs, with access to personalized BNPL options inside of the payment apps they use most often.
The benefits of Marqeta Hub for consumers, BNPL providers, and issuers include: Consumers : With Marqeta Hub, consumers are guided to the BNPL options that can meet their needs, with access to personalized BNPL options inside of the payment apps they use most often.
Our ability to offer configurable and flexible solutions enables our customers to build highly differentiated programs with truly personalized rewards and spend controls. Innovative Rewards Structures : Customers can leverage our proprietary rewards engine, keeping users engaged with innovative rewards structures using multiple data points across user spend as well as transactions, repayments, and other data points.
Our program management and servicing solutions enables our customers to focus on building highly differentiated programs with truly personalized rewards and spend controls. Innovative Rewards Structures : Customers can leverage our proprietary rewards engine, keeping users engaged with innovative rewards structures using multiple data points across user spend as well as transactions, repayments, and other data points.
Credit Capabilities With Marqeta’s credit products, our customers have the tools to design, launch, and scale, and can work directly with us rather than managing several different providers. Customers can customize the user experience and embed the card within their brands.
Credit Capabilities With Marqeta’s credit products, our customers have the tools to bring innovative credit solutions to market. From program set up to program launch, our customers can work directly with us rather than managing several different providers. Customers can customize the user experience and embed the card within their brands.
The agreement provides that we pay Sutton Bank a fee based on a percentage of the value of transactions processed. Under this agreement we are entitled to receive 100% of the Interchange Fees for processing our customers’ card transactions. Our agreement with Sutton Bank requires us to indemnify Sutton Bank for certain losses, subject to specific enumerated exceptions.
Under this agreement we are entitled to receive 100% of the Interchange Fees for processing our customers’ card transactions. Our agreement with Sutton Bank requires us to indemnify Sutton Bank for certain losses, subject to specific enumerated exceptions.
Marqeta’s modern platform enables customers to build and rapidly scale their card programs with extensive control and configurability, and with high standards of reliability and security. Our platform is designed to reduce complexity for customers, enabling a full spectrum of consumer and commercial card issuing and transaction processing services in a single solution.
Marqeta’s modern platform enables customers to build and rapidly scale their card programs with extensive control and configurability, and with high standards of reliability and security. Our platform is designed to be flexible and configurable to enable our customers’ innovations by providing a full spectrum of consumer and commercial card issuing and transaction processing services in a single solution.
For example, a retail company could use Marqeta to create a debit program to offer wage solutions to its hourly workers, a consumer credit program to its most loyal shoppers, and a commercial credit program to key suppliers to meet its working capital needs. These programs can all exist on Marqeta’s single, global, modern platform.
For example, a retail company could use Marqeta to create a debit program to offer wage solutions to its hourly workers, a consumer credit program to its most loyal shoppers, and a commercial credit program to key suppliers to meet its working capital needs.
We maintain privacy policies and terms of service, which describe our practices concerning the use, transmission, and disclosure of certain information. 12 Table of Contents Additionally, our platform hosts, transmits, processes, and stores payment card data and is therefore required to comply with the PCI DSS.
We maintain privacy policies and terms of service, which describe our practices concerning the use, transmission, and disclosure of certain information. Additionally, our platform hosts, transmits, processes, and stores payment card data and is therefore required to comply with the PCI DSS. As a result, we are subject to PCI DSS audits and must comply with related security requirements.
For instance, we are subject to processing fee and transaction fee regulation where our cards are used and may in the future be subject to Interchange Fee regulations in other countries where our cards are used. Privacy and Data Protection Privacy and data protection is a shared responsibility amongst all our employees.
For instance, we are subject to processing fee and transaction fee regulation where our cards are used and may in the future be subject to Interchange Fee regulations in other countries where our cards are used.
We completed our initial public offering (“IPO”) in June 2021 and our Class A common stock is listed on the Nasdaq Global Select Market (“Nasdaq”), under the symbol “MQ.” Our principal executive offices are located at 180 Grand Avenue, 6th Floor, Oakland, CA 94612, and our telephone number is (510) 671-5437.
Corporate Information We were incorporated in 2010 under the name Marqeta, Inc. as a Delaware corporation. Our Class A common stock is listed on the Nasdaq Global Select Market (“Nasdaq”), under the symbol “MQ.” Our principal executive offices are located at 180 Grand Avenue, 6th Floor, Oakland, CA 94612, and our telephone number is (510) 671-5437.
Anti-Money Laundering and Sanctions Compliance Although we are not a “money services business” or otherwise subject to anti-money laundering (“AML”) registration requirements under U.S. federal or state law, we are subject to certain AML laws and regulations in various jurisdictions.
Although we are not a BSA regulated entity subject to anti-money laundering (“AML”) registration requirements under U.S. federal or state law, or licensure requirements as a money transmitter (or its equivalent) under state law, we are subject to certain AML laws and regulations, such as sanctions and anti-bribery, in various jurisdictions.
As a result, we are subject to PCI DSS audits and must comply with related security requirements. Association and Card Network Rules Our Issuing Banks must comply with the bylaws, regulations, and requirements that are set forth by the Card Networks, including the PCI DSS and other applicable data security program requirements.
Association and Card Network Rules Our Issuing Banks must comply with the bylaws, regulations, and requirements that are set forth by the Card Networks, including the PCI DSS and other applicable data security program requirements. In providing services through our platform, we are certified and registered with certain Card Networks as a processor for member institutions.
In 2024, we introduced the UX Toolkit, which allows customers to create branded front-end experiences using a comprehensive set of pre-built UI components optimized for Marqeta's APIs. It enables customers to build Marqeta-powered debit and credit programs with fewer development resources.
For our credit customers, they can select a fully bank-approved UI template that's purpose-built for managing a credit card. 6 Table of Contents The UX Toolkit allows customers to create branded front-end experiences using a comprehensive set of pre-built UI components optimized for Marqeta's APIs. It enables customers to build Marqeta-powered debit and credit programs with fewer development resources.
The current term of the strategic relationship agreement expires in 2028 or at an earlier date if Marqeta achieves a certain processing volume milestone through the Mastercard network.
The contracts provide Marqeta with tiered incentives based on the processing volume of our customers’ transactions routed through Mastercard and its affiliated networks. The current term of the strategic relationship agreement expires in 2028 or at an earlier date if Marqeta achieves a certain processing volume milestone through the Mastercard network.
See the section titled “Risk Factors—Risks Relating to Our Business and Industry—We participate in markets that are competitive and continuously evolving, and if we do not compete successfully with established companies and new market entrants, our business, results of operations, financial condition, and future prospects could be materially and adversely affected” for additional information regarding the competitive environment in which we operate. 11 Table of Contents Intellectual Property We seek to protect our intellectual property by relying on a combination of patents, trademarks, copyrights, trade secrets, license agreements, confidentiality procedures, non-disclosure agreements, and employee confidential information and invention assignment agreements, as well as other legal and contractual rights.
See the section titled “Risk Factors—Risks Relating to Our Business and Industry—We participate in markets that are competitive and continuously evolving, and if we do not compete successfully with established companies and new market entrants, our business, results of operations, financial condition, and future prospects could be materially and adversely affected” for additional information regarding the competitive environment in which we operate.
Virtual : Customers can instantly issue one-time or multi-use branded payment cards that are ready to use immediately and enable faster funds disbursement with easier tracking of funds by unique virtual card numbers. Physical : Customers can customize the look and feel, graphics, and messaging of physical cards to reinforce their brand.
Our platform supports secured and unsecured, as well as revolving credit programs. Virtual : Customers can instantly issue one-time or multi-use branded payment cards that are ready to use immediately and enable faster funds disbursement with easier tracking of funds by unique virtual card numbers.
The Card Networks routinely update and modify their requirements and we, in turn, must work to comply with such updates to continue processing transactions on their networks.
As such, we are subject to applicable Card Network rules that could subject us to fines or penalties for certain acts or omissions. The Card Networks routinely update and modify their requirements and we, in turn, must work to comply with such updates to continue processing transactions on their networks.
Given our ability to direct the processing volume to specific Card Networks for these customers, we are able to negotiate certain incentive rebates that effectively reduce the overall Card Network fees. With the scale of the transactions we process on behalf of our customers, we believe we can continue to negotiate favorable incentive rebates.
We generally include the standard Card Network fees in the pricing arrangements with these customers, which are reflected in our costs of revenue. 9 Table of Contents Given our ability to direct the processing volume to specific Card Networks for these customers, we are able to negotiate certain incentive rebates that effectively reduce the overall Card Network fees.
Marqeta makes it easy for our customers to completely integrate the card experience into any app or website. For our credit customers, they can select a fully bank-approved UI template that's purpose-built for managing a credit card.
Marqeta makes it easy for our customers to completely integrate the card experience into any app or website.
When engaged by our customers to do so, Marqeta arranges for our customers to use one or more of the available Card Networks. We generally include the standard Card Network fees in the pricing arrangements with these customers, which are reflected in our costs of revenue.
When engaged by our customers to do so, Marqeta arranges for our customers to use one or more of the available Card Networks.
These services enable customers to drive additional engagement and spend by making it easy for their users to fund accounts and manage money. RiskControl With Marqeta’s RiskControl product, certain risk and compliance concerns are mitigated while reducing friction across the cardholder lifecycle.
These services enable customers to drive additional engagement and spend by making it easy for their users to fund accounts and manage money.
The FCPA includes anti-bribery and accounting provisions enforced by the Department of Justice and the Securities and Exchange Commission (the “SEC”).
Bribery Act 2010, and other anti-corruption and anti-bribery laws in countries where we conduct activities. 13 Table of Contents The FCPA includes anti-bribery and accounting provisions enforced by the Department of Justice and the Securities and Exchange Commission (the “SEC”).
Configurable : Highly configurable capabilities empower our customers to build native solutions tailored to their customer needs. Trust : We comply with applicable obligations under the Payment Card Industry Data Security Standard (“PCI DSS”) and provide a trusted environment for card issuing and payment processing with security, transparency, and real-time information.
Trust : We comply with applicable obligations under the Payment Card Industry Data Security Standard (“PCI DSS”) and provide a trusted environment for card issuing and payment processing with security, transparency, and real-time information. Our Offerings Marqeta’s innovative products are developed with deep domain expertise and a customer-first mindset to launch, scale, and manage card programs.
We have not experienced any work stoppages, and we consider our relations with our employees to be good. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing, and integrating our existing and prospective employees. Corporate Information We were incorporated in 2010 under the name Marqeta, Inc. as a Delaware corporation.
To our knowledge, none of our employees is represented by a labor union or covered by a collective bargaining agreement. We have not experienced any work stoppages, and we consider our relations with our employees to be good. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing, and integrating our existing and prospective employees.
These controls are supplemented by ongoing privacy risk assessments and periodic auditing. We also maintain a number of external and internal-facing privacy notices that describe how we collect and manage the personal data entrusted to us, including personal data provided by our customers, website visitors, employees, and applicants.
We also maintain a number of external and internal-facing privacy notices that describe how we collect and manage the personal data entrusted to us, including personal data provided by our customers, website visitors, employees, and applicants. 14 Table of Contents Our Employees and Human Capital Resources As of December 31, 2025, we had a total of 938 employees and we supplement our workforce with contractors and consultants.
Sutton Bank On April 1, 2016, we entered into a prepaid card program manager agreement with Sutton Bank, our largest Issuing Bank partner by processing volume. Under the terms of the agreement, as amended, Sutton Bank, among other things, issues cards and settles payment transactions for Marqeta’s customers’ approved card programs.
Under the terms of the agreement, as amended, Sutton Bank, among other things, issues cards and settles payment transactions for Marqeta’s customers’ approved card programs. The agreement provides that we pay Sutton Bank a fee based on a percentage of the value of transactions processed.
Under these agreements, as amended, we have agreed to cooperate with Mastercard on a number of initiatives, including international expansion, product, marketing, and business development collaboration. The contracts provide Marqeta with tiered incentives based on the processing volume of our customers’ transactions routed through Mastercard and its affiliated networks.
We have also entered into a number of subsequent arrangements with Mastercard, including certain brand agreements. Under these agreements, as amended, we have agreed to cooperate with Mastercard on a number of initiatives, including international expansion, product, marketing, and business development collaboration.
Our platform has a number of key attributes, including: Control : Dynamic spend controls and Just-in-Time Funding (“JIT Funding”) provide customers with control over the payments flow. 5 Table of Contents Scale : Global platform built on a cloud-native infrastructure and a suite of APIs to support our customers worldwide with a build-once, deploy-anywhere model.
Marqeta is certified to operate in more than 40 countries worldwide, and these programs can all exist on Marqeta’s single, global, modern platform. Our platform has a number of key attributes, including: Control : Dynamic spend controls and Just-in-Time Funding (“JIT Funding”) provide customers with control over the payments flow.
Marqeta Flex In 2024, we announced Marqeta Flex, a new solution that we believe will transform how buy now, pay later (“BNPL”) payment options can be delivered inside payment apps and wallets, by surfacing them when needed within the payment flow. Marqeta Flex is being developed with a few of our customers, and we expect to release it in 2025.
Marqeta Hub We believe Marqeta Hub (previously named Marqeta Flex) transforms how buy now, pay later (“BNPL”) payment options can be delivered inside payment apps and wallets by surfacing them when needed within the payment flow. Marqeta Hub expands BNPL distribution even further by giving consumers access to personalized BNPL options inside of their payment apps of choice.
Either we or Block may terminate the Block Agreement under certain specified circumstances, including upon a material breach. The Block Agreement also provides for certain other terms, including representations and warranties of the parties, intellectual property rights, data ownership and security, limitations on liability, confidentiality and indemnification rights, and other covenants.
The Block Agreement also provides for certain other terms, including representations and warranties of the parties, intellectual property rights, data ownership and security, limitations on liability, confidentiality and indemnification rights, and other covenants. 8 Table of Contents Our Relationships with Issuing Banks and Card Networks Marqeta works with Card Networks and Issuing Banks to enable card issuance, authorize transactions, and facilitate settlement for our customers’ card programs.
However, if these fees increase, our gross margins will decrease. Mastercard In 2020, we entered into a strategic relationship agreement with Mastercard. We have also entered into a number of subsequent arrangements with Mastercard, including certain brand agreements.
With the scale of the transactions we process on behalf of our customers, we believe we can continue to negotiate favorable incentive rebates. However, if these fees increase, our gross margin will decrease. Mastercard In 2020, we entered into a strategic relationship agreement with Mastercard.
Our comprehensive platform allows for automated decisioning using a variety of data sources and custom logic. Portfolio Migration In 2024, we launched Portfolio Migration, a new service that simplifies upgrading existing card programs onto our platform, reducing complexity and minimizing disruption during the transition.
We provide customers in Europe greater control of the offering and support the delivery of a comparable solution in Europe to that in the U.S. and Canada. Portfolio Migration Portfolio Migration simplifies upgrading existing card programs onto our platform, reducing complexity and minimizing disruption during the transition.
Certain customers engage us for a combination of our MxM and PxM services based on their unique needs. The involvement of our Issuing Banks and the Card Networks in these types of programs will depend on each program’s design.
The involvement of our Issuing Banks and the Card Networks in these types of programs will depend on each program’s design. Sutton Bank On April 1, 2016, we entered into a prepaid card program manager agreement with Sutton Bank, our largest Issuing Bank partner by processing volume.
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Card Issuing Our customers can issue debit, prepaid, and credit cards, including instant provision of a tokenized card to a digital wallet. Debit : Customers can link card products to a primary bank account for their users to fund and spend from.
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Scale : Global platform built on a cloud-native infrastructure and a suite of APIs to support our customers worldwide with a build-once, deploy-anywhere model. Configurable : Highly configurable capabilities empower our customers to build native solutions tailored to their customer needs.
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Physical cards can be magstripe, EMV-chip, and/or tap-to-pay enabled. Tokenization & Digital Wallets : Customers can instantly issue branded payment cards that are ready to use immediately in app or in mobile wallets, which provides for continuity if the physical cards are lost or stolen.
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Marqeta provides the following offerings based on a customer’s desired level of control and responsibility: 5 Table of Contents • Processing: Marqeta provides all of its customers with issuer processor services as our core offering.
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Processing Marqeta enables our customers to deliver innovative card experiences with enhanced control over transaction processing through dynamic spend controls and real-time decisioning via our JIT Funding feature. Dynamic Spend Control : Dynamic spend controls create unique card experiences while reducing customer exposure to risk by limiting where users can transact and configuring exact spend limits.
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In addition, Marqeta provides another service offering to manage compliance with applicable Card Network rules. • Program Management: Marqeta provides additional program management services that are required as part of a card program, including chargebacks and dispute resolution, reconciliation, and card fulfillment. • Value Added Services: Marqeta provides value added services that provide a more seamless experience for our customers, which include tokenization, real-time decisioning and fraud management, digital banking, and other customer experience services.
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Customers can tailor cards with flexibility in where, when, and how much the card can be used. Customers can also check real-time data and events to dynamically change the card experience as needed. JIT Funding : Marqeta’s JIT Funding feature enables customer cards to maintain a zero-amount balance until the card is used and approved.
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Card Issuing Our customers can issue debit, prepaid, and credit cards, and participating customers can take advantage of our flexible credential certifications. Flexible credentials allow a single hybrid card product to toggle between payment methods, putting the power of choice in the hands of the consumer.
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Upon approval, Marqeta automatically moves funds from an identified funding source into the appropriate account.
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We achieved certification with Visa Flexible Credential in May 2024, and can enable cardholders of participating customers to easily set parameters or choose whether they use debit, credit, Buy Now, Pay Later, or even pay using rewards points. Debit : Customers can link card products to a primary bank account for their users to fund and spend from.
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Real-Time Decisioning : Customers can mitigate fraud using Marqeta’s Real-Time Decisioning solution, which provides fine-tuned control over card transactions. 6 Table of Contents Customer Identification Program : Customers can verify the identity of cardholder applicants. 3D Secure : Customers can authenticate cardholders and authorize online transactions.
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Physical : Customers can customize the look and feel, graphics, and messaging of physical cards to reinforce their brand. Physical cards can be magstripe, EMV-chip, and/or tap-to-pay enabled.
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Disputes Management : Customers can manage disputes and chargebacks at scale with streamlined disputes management, including risk management services to handle disputes on their behalf.
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Our White Label App is a mobile / multi-channel application of the UX Toolkit that allows mobile-first customers to create a custom co-branded cardholder experience on iOS and Android. The white label app is intended to reduce time-to-launch and unlock opportunities for larger volume prospects.
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With Marqeta Flex, we plan to expand BNPL distribution even further by giving consumers access to personalized BNPL options inside of their payment apps of choice.
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Our comprehensive platform allows for automated decisioning using a variety of data sources and custom logic. TransactPay Through our acquisition of Transact Payments Limited (collectively, with its affiliates, “TransactPay”), we have strengthened our program management capabilities in Europe.
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Our Programs Marqeta’s innovative products are developed with deep domain expertise and a customer-first mindset to launch, scale, and manage card programs. Marqeta provides all of its customers with issuer processor services, and for most of its customers it also acts as a card program manager.
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Through TransactPay’s e-money institution (“EMI”) licenses and direct regulation sponsorship, we provide BIN sponsorship and card issuance in the UK, Gibraltar, and the EEA.
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In addition to providing the customer access to the Marqeta dashboard via our APIs, Marqeta also manages a number of the primary tasks related to launching a card program, such as defining and managing the program with the Card Networks and Issuing Bank, operating the program and managing certain profitability components, and managing compliance with applicable regulations, the Issuing Bank, and Card Network rules.
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With the combined capabilities of Marqeta and TransactPay, customers can take advantage of card program management features in the UK, Gibraltar, and the EEA, in addition to processing, while avoiding the added complexity associated with engaging multiple partners.
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Also available are a variety of managed services, including dispute management, fraud scoring, card fulfillment, reconciliation, and cardholder support services. Powered By Marqeta : With Powered By Marqeta (“PxM”), Marqeta also provides customers access to the Marqeta dashboard via our APIs, provides payment processing, and assists with certain configuration elements that enable the customer to use the platform independently.
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Either we or Block may terminate the Block Agreement under certain specified circumstances, including upon a material breach.
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Generally, our PxM customers are responsible for other elements of the card program, including defining and managing the program with the Card Networks and Issuing Bank as well as managing compliance with applicable regulations, the Issuing Bank, and Card Network rules.
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Intellectual Property We seek to protect our intellectual property by relying on a combination of patents, trademarks, copyrights, trade secrets, license agreements, confidentiality procedures, non-disclosure agreements, and employee confidential information and invention assignment agreements, as well as other legal and contractual rights.
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Given the modularity of the Marqeta platform, certain customers can also opt to incorporate elements of MxM into their card program to create a custom solution. Many customers adopt some combination of the MxM managed services even when not adopting the full MxM offering.
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Additionally, our subsidiary, Marqeta Services LLC, has obtained a number of state-level licenses in the United States for servicing, collections, and brokering activities, and is subject to direct supervision and regulatory obligations under applicable state laws.
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In addition, on March 13, 2021, and as specified in the Block Agreement, we granted Block a warrant to purchase up to 1,100,000 shares of our common stock at an exercise price of $0.01 per share, which is exercisable upon attaining certain milestones relating to Block’s creation of a specified percentage of new cardholders on our platform each year over a three-year period.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe are subject to anti-money laundering, anti-bribery and corruption (“AB&C”), sanctions, and similar laws, and non-compliance with such laws and regulations can subject us to criminal penalties or significant fines, adversely affect our business and reputation, or have other adverse consequences for us.
Biggest changeIf we fail to comply with such Card Network rules, we could also be fined and our registrations or certifications could be suspended or terminated which could limit our ability to process transactions and could have a material adverse effect on our business and results of operations. 34 Table of Contents We are subject to anti-money laundering, anti-bribery and corruption (“AB&C”), sanctions, and similar laws, and non-compliance with such laws and regulations can subject us to criminal penalties or significant fines, adversely affect our business and reputation, or have other adverse consequences for us.
If a fraudulent applicant is approved based on our credit risk model, we may be liable for the losses incurred by the Issuing Bank, which could adversely affect our business and results of operations. 23 Table of Contents There may be risks that exist, or that develop in the future, including market risks, interest rate risks, economic risks, and other external events, that we have not appropriately anticipated, identified, or mitigated that would impact our Issuing Banks or our ability to support credit products.
If a fraudulent applicant is approved based on our risk model, we may be liable for the losses incurred by the Issuing Bank, which could adversely affect our business and results of operations. 23 Table of Contents There may be risks that exist, or that develop in the future, including market risks, interest rate risks, economic risks, and other external events, that we have not appropriately anticipated, identified, or mitigated that would impact our Issuing Banks or our ability to support credit products.
We conduct vendor due diligence and manage such vendors using a risk-based approach intended to determine if relevant vendors have the ability, consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and to promptly report to us any suspected breach of their security measures that may affect our business.
We conduct vendor due diligence and manage such vendors using a risk-based approach intended to determine if relevant vendors have the ability, consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and to promptly report to us any breach of their security measures that may affect our business.
We currently include Card Network fees in the pricing arrangements with the majority of our customers who engage us to arrange their use of one of more of the Card Networks. If these customers were to manage the relationship with the Card Networks directly, our reported net revenue may decrease.
We currently include Card Network fees in the pricing arrangements with the majority of our customers who engage us to arrange their use of one or more of the Card Networks. If these customers were to manage the relationship with the Card Networks directly, our reported net revenue may decrease.
Such security systems may be less secure than those used in our offices, which may subject us to increased security risks, and expose us to risks of data or financial loss and associated disruptions to our business operations.
Such security systems may be less secure than those used in our offices, which may subject us to increased security risks, and expose us to greater risks of data or financial loss and associated disruptions to our business operations.
We have granted equity awards to employees and directors under our stock incentive plans in the past, and such grants may dilute your ownership as the equity vests and the RSUs are released and the options are exercised.
We have granted equity awards to employees and directors under our stock incentive plans in the past, and such grants may dilute your ownership as the equity vests and the RSUs and PSUs are released and the options are exercised.
The CFPB, for example, has indicated it has dormant authority to examine certain companies whose services may pose risk to consumers, which may include our company.
The CFPB, for example, has indicated it may use dormant authority to examine certain companies whose services may pose risk to consumers, which may include our company.
For example, we could issue shares of our Class A common stock or securities convertible into our Class A common stock or debt or other securities in connection with acquisitions or other strategic transactions or in an attempt to obtain financing or to further increase our capital resources. 40 Table of Contents Additionally, we expect to grant equity awards to employees and directors under our stock incentive plan.
For example, we could issue shares of our Class A common stock or securities convertible into our Class A common stock or debt or other securities in connection with acquisitions or other strategic transactions or in an attempt to obtain financing or to further increase our capital resources. 39 Table of Contents Additionally, we expect to grant equity awards to employees and directors under our stock incentive plan.
We have offices in the United States, Poland, and the United Kingdom (“U.K.”), and legal entities in various other global jurisdictions, and we may pursue further international expansion of our business in new international markets where we have limited or no experience in marketing, selling, employing personnel, and deploying our platform, products, and services.
We have offices in the United States, Poland, Malta, Gibraltar, and the United Kingdom (“U.K.”), and legal entities in various other global jurisdictions, and we may pursue further international expansion of our business in new international markets where we have limited or no experience in marketing, selling, employing personnel, and deploying our platform, products, and services.
We may not have sufficient protection or recovery plans in certain circumstances, such as a significant natural disaster, and our business interruption insurance may be insufficient to compensate us for losses that may occur. 44 Table of Contents Item 1B. Unresolved Staff Comments None.
We may not have sufficient protection or recovery plans in certain circumstances, such as a significant natural disaster, and our business interruption insurance may be insufficient to compensate us for losses that may occur. 42 Table of Contents Item 1B. Unresolved Staff Comments None.
Some of these agreements provide for uncapped liability for indemnification claims and some indemnity provisions survive termination or expiration of the applicable agreement. In some cases, we have in the past and could continue to be exposed to liability or indemnification claims from our customers, Card Networks, or Issuing Banks in connection with the services we provide.
Some of these agreements provide for uncapped liability for indemnification claims and some indemnity provisions survive termination or expiration of the applicable agreement. We have in the past been, and could continue to be, exposed to liability or indemnification claims from our customers, Card Networks, or Issuing Banks in connection with the services we provide.
Any of these results could harm our brand and adversely affect our results of operations. 39 Table of Contents Risks Relating to Ownership of Our Class A Common Stock The trading price of our Class A common stock has been and is likely to continue to be volatile, which could cause the value of your investment to decline.
Any of these results could harm our brand and adversely affect our results of operations. 38 Table of Contents Risks Relating to Ownership of Our Class A Common Stock The trading price of our Class A common stock has been and is likely to continue to be volatile, which could cause the value of your investment to decline.
Diversifying these contractual relationships and operations increases the complexity of our operations and has lead and may continue to lead to increased costs.
Diversifying these contractual relationships and operations increases the complexity of our operations and has led and may continue to lead to increased costs.
We regularly evaluate current information to determine whether we should adjust a recorded liability or record a new one. If a loss is reasonably possible and the loss or range of loss can be reasonably estimated, we disclose the possible loss in the accompanying notes to the Consolidated Financial Statements.
We regularly evaluate current information to determine whether we should adjust a recorded liability or record a new one. If a loss is reasonably possible and the loss or range of loss can be reasonably estimated and is expected to be material to the financial statements, we disclose the possible loss in the accompanying notes to the Consolidated Financial Statements.
Any actual or alleged failure to comply with these representations, or any such representations being, or alleged to be, deceptive or misrepresentative, may result in regulatory investigations, enforcement actions, and other proceedings, civil litigation, claims, and demands, and fines and other penalties and liabilities, all of which may result in additional cost and liability to us, damage our reputation, and adversely affect our business. 33 Table of Contents A portion of our net revenue is derived from Interchange Fees and changes in Interchange Fees or Interchange Fee regulation could adversely affect our business, results of operations, and financial condition.
Any actual or alleged failure to comply with these representations, or any such representations being, or alleged to be, deceptive or misrepresentative, may result in regulatory investigations, enforcement actions, and other proceedings, civil litigation, claims, and demands, and fines and other penalties and liabilities, all of which may result in additional cost and liability to us, damage our reputation, and adversely affect our business. 33 Table of Contents A portion of our net revenue is derived from Interchange Fees and changes in Interchange Fees or Interchange Fee regulations, or in interpretation of existing regulations, could adversely affect our business, results of operations, and financial condition.
Fraudulent activity could also result in the imposition of regulatory sanctions, including significant monetary fines, or other operating losses, all of which could have a material adverse effect on our business, results of operations, and financial condition. 26 Table of Contents Failure to attract and retain key personnel, including senior management and other highly skilled employees, could adversely affect our business.
Fraudulent activity could also result in the imposition of regulatory sanctions, including significant monetary fines, or other operating losses, all of which could have a material adverse effect on our business, results of operations, and financial condition. Failure to attract and retain key personnel, including senior management and other highly skilled employees, could adversely affect our business.
We could also become subject to investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources, and we may not be able to remain listed on Nasdaq. 35 Table of Contents Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our results of operations.
We could also become subject to investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources, and we may not be able to remain listed on Nasdaq. Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our results of operations.
Further, the laws of some foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States, and effective intellectual property protection and mechanisms may not be available in those jurisdictions. We also rely in part on trade secrets, proprietary technology, and other confidential information to maintain our competitive position.
Further, the laws of some foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States, and effective intellectual property protection and mechanisms may not be available in those jurisdictions. 37 Table of Contents We also rely in part on trade secrets, proprietary technology, and other confidential information to maintain our competitive position.
It may take a significant amount of time to address such vulnerabilities, defects, or errors once we are aware of them, which could negatively impact our products and services and result in liability to us, our vendors and service providers. 38 Table of Contents We may be accused of infringing the intellectual property rights of third parties.
It may take a significant amount of time to address such vulnerabilities, defects, or errors once we are aware of them, which could negatively impact our products and services and result in liability to us, our vendors and service providers. We may be accused of infringing the intellectual property rights of third parties.
For example, in the past year AI solutions have emerged as an opportunity for us, our customers, our vendors, and other third parties to innovate more quickly and efficiently and better serve our customers. Rapid adoption and novel uses of AI may, however, introduce unique and unpredictable security risks to our systems and platform, products, and services.
For example, in the past few years AI solutions have emerged as an opportunity for us, our customers, our vendors, and other third parties to innovate more quickly and efficiently and better serve our customers. Rapid adoption and novel uses of AI may, however, introduce unique and unpredictable security risks to our systems and platform, products, and services.
The concentration of a large percentage of our net revenue with a limited number of customers exposes us disproportionately to any of those customers choosing to stop using our platform or using our platform in a reduced capacity, reducing their processing volume with us, or renegotiating, terminating, or failing to renew their agreements with us, or renewing their agreements with us on different terms.
The concentration of a large percentage of our net revenue with a limited number of customers exposes us disproportionately to any of those customers choosing to stop using our platform or using our platform in a reduced capacity, reducing their processing volume with us, or renegotiating, terminating, or failing to renew their agreements with us, renewing their agreements with us on different terms, or choosing to change network relationships.
If a claim exceeds available insurance coverage or if the conditions of our insurance policies change, our business or financial condition could be adversely affected. Our business depends on a strong and trusted brand, and any failure to maintain, protect, enhance, and market our brand would hurt our business.
If a claim exceeds available insurance coverage or if the conditions of our insurance policies change, our business or financial condition could be adversely affected. Our business depends on a strong, trusted brand, and any failure to maintain, protect, enhance, and effectively market our brand would adversely affect our business.
Accordingly, we may need to engage in equity or debt financings to secure additional funds. 27 Table of Contents Any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our Class A common stock and Class B common stock.
Accordingly, we may need to engage in equity or debt financings to secure additional funds. Any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our Class A common stock and Class B common stock.
For example, our principle executive offices are located in the San Francisco Bay Area, a region known for seismic activity and wildfires, and a significant natural disaster in that area or any other location in which we have offices or facilities or employees working remotely, such as an earthquake, fire, or flood, could have a material adverse effect on our business, results of operations financial condition, and future prospects.
For example, our principal executive office is located in the San Francisco Bay Area, a region known for seismic activity and wildfires, and a significant natural disaster in that area or any other location in which we have offices or facilities or employees working remotely, such as an earthquake, fire, or flood, could have a material adverse effect on our business, results of operations financial condition, and future prospects.
We face competition along several dimensions, including providers with legacy technology platforms, such as Fidelity National Information Services (FIS), Fiserv, and Global Payments (TSYS); modern API-based providers, such as Galileo, i2c, and Visa DPS; and emerging providers, such as Adyen and Stripe.
We face competition along several dimensions, including providers with legacy technology platforms, such as Fidelity National Information Services (FIS) and Fiserv; modern API-based providers, such as Galileo, i2c, and Visa DPS; and emerging providers, such as Adyen and Stripe.
A small number of customers account for a large percentage of our net revenue. As discussed further in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for the years ended December 31, 2024, 2023, and 2022, Block accounted for 47%, 68%, and 71% of our net revenue, respectively.
A small number of customers account for a large percentage of our net revenue. As discussed further in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for the years ended December 31, 2025, 2024, and 2023, Block accounted for 45%, 47%, and 68% of our net revenue, respectively.
Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that: • provide that our board of directors will be classified into three classes of directors with staggered three-year terms; • permit our board of directors to establish the number of directors and fill any vacancies and newly-created directorships; • require super-majority voting to amend some provisions in our amended and restated certificate of incorporation and amended and restated bylaws; • authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; • provide that only the chairperson of our board of directors, our chief executive officer, or a majority of our board of directors will be authorized to call a special meeting of stockholders; • provide for a dual class common stock structure where holders of our Class B common stock are able to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our Class A and Class B common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets; • prohibit stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of our stockholders; • provide that the board of directors is expressly authorized to make, alter, or repeal our amended and restated bylaws; and 41 Table of Contents • contain advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that: • provide that our board of directors will be classified into three classes of directors with staggered three-year terms; • permit our board of directors to establish the number of directors and fill any vacancies and newly-created directorships; • require super-majority voting to amend some provisions in our amended and restated certificate of incorporation and amended and restated bylaws; • authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; • provide that only the chairperson of our board of directors, our chief executive officer, or a majority of our board of directors will be authorized to call a special meeting of stockholders; • provide for a dual class common stock structure where holders of our Class B common stock are able to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our Class A and Class B common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets; • prohibit stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of our stockholders; • provide that the board of directors is expressly authorized to make, alter, or repeal our amended and restated bylaws; and • contain advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings. 40 Table of Contents Moreover, Section 203 of the Delaware General Corporation Law may discourage, delay, or prevent a change in control of our company.
It could also damage ours and our customers’ businesses and, in turn, hurt our brand and reputation. The performance, availability, and connectivity of the data centers, cloud-based solutions, and other third parties that provide computing and storage infrastructure for our platform are outside of our control.
It could also damage ours and our customers’ businesses and, in turn, hurt our brand and reputation. The performance, availability, and connectivity of the data centers, cloud-based solutions, and other third parties that provide core services such as computing and storage infrastructure for our platform are outside of our control.
As a result, to maximize our Interchange Fees in the United States, we generally only contract with Issuing Banks that are subject to this exemption from the Durbin Amendment when we provide services for debit and prepaid card programs.
As a result, to maximize our Interchange Fees in the United States, we generally only contract with Issuing Banks that currently qualify for this exemption from the Durbin Amendment when we provide services for debit and prepaid card programs.
I nternational expansion subjects our business to additional risks, including: • failure to anticipate competitive conditions and competition with market players that have greater experience in the local markets than we do or that have pre-existing relationships with potential customers and investors in those markets; • conforming our platform with applicable business customs and languages; • increased costs and difficulty in protecting intellectual property and sensitive data, including compliance with data residency requirements or commitments; • increased costs from local Card Networks, BIN sponsors, vendors, and other local providers; • potential changes to our established business and pricing models; • the ability to support and integrate with local BIN sponsors and other service providers; • difficulties in managing foreign operations; • increased travel, infrastructure, and legal and compliance costs; • difficulties in recruiting and retaining qualified personnel; • difficulties in gaining acceptance from industry self-regulatory bodies; • risks related to government regulations in and related to foreign jurisdictions, including compliance with multiple, potentially conflicting, and changing laws, regulations, and industry standards, and related penalties or fines for non-compliance; • Interchange Fee regulation in foreign jurisdictions; • exchange rate risk and global market volatility; • potential restrictions on repatriation of earnings; • management of tax consequences; and 25 Table of Contents • political, social, and/or economic instability or military conflict.
I nternational expansion subjects our business to additional risks, including: • failure to anticipate competitive conditions and competition with market players that have greater experience in the local markets than we do or that have pre-existing relationships with potential customers and investors in those markets; • conforming our platform with applicable business customs and languages; • increased costs and difficulty in protecting intellectual property and sensitive data, including compliance with data residency requirements or commitments; • increased costs from local Card Networks, BIN sponsors, vendors, and other local providers; • potential changes to our established business and pricing models; • the ability to support and integrate with local BIN sponsors and other service providers; • difficulties in managing foreign operations; • increased travel, infrastructure, and legal and compliance costs; • difficulties in recruiting and retaining qualified personnel; • difficulties in gaining acceptance from industry self-regulatory bodies; • risks related to government regulations in and related to foreign jurisdictions, including compliance with multiple, potentially conflicting, and changing laws, regulations, and industry standards, and related penalties or fines for non-compliance; • Interchange Fee regulation in foreign jurisdictions; • exchange rate risk and global market volatility; • potential restrictions on repatriation of earnings; • management of tax consequences; and • political, social, and/or economic instability or military conflict. 25 Table of Contents As a result of these risks, we may not be successful in managing our existing international operations or expanding our international operations, and our business and financial condition could be adversely affected.
While we have an internal security program, the success of such program will be impacted by new and existing vulnerabilities, human error, resource constraints, the efficiency of our processes and procedures, and management of gaps in controls.
While we have an internal security program, the success of such program has been, and will continue to be, impacted by new and existing vulnerabilities, human error, resource constraints, the efficiency of our processes and procedures, and management of gaps in controls.
If we fail to comply with these laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including the possible loss of export privileges, fines imposed on us and responsible employees, and, in extreme cases, the incarceration of responsible employees.
If we fail to comply with these laws and regulations, or with export control and economic sanctions regulations in other jurisdictions, we and certain of our employees could be subject to substantial civil or criminal penalties, including the possible loss of export privileges, fines imposed on us and responsible employees, and, in extreme cases, the incarceration of responsible employees.
The use of AI solutions and features in our business may increase or create additional cybersecurity risks, including risks of security breaches, data leaks, and other incidents. 21 Table of Contents Also, due to political uncertainty and military actions associated with geopolitical tensions, we and the third parties we work with are vulnerable to heightened risks of security breaches and incidents.
The use of AI solutions and features in our business may increase or create additional cybersecurity risks, including risks of security breaches, data leaks, and other incidents. Also, due to political uncertainty and military actions associated with geopolitical tensions, we and the third parties with which we work may be vulnerable to heightened risks of security breaches and incidents.
If any of our controls and systems do not perform as expected, we may experience material weaknesses. In addition, testing and maintaining internal controls and disclosure controls may divert management’s attention from other matters that are important to our business.
We have experienced material weaknesses in the past, and if any of our controls and systems do not perform as expected, we may experience material weaknesses in the future. In addition, testing and maintaining internal controls and disclosure controls may divert management’s attention from other matters that are important to our business.
Further, while we do not handle or interact with cryptocurrency and we only process transactions on our platform in fiat currencies, certain cryptocurrency businesses use our platform to provide card products to their customers and end users. The regulation of cryptocurrency is rapidly evolving and varies significantly among jurisdictions and is subject to substantial uncertainty.
Further, while we only process transactions on our platform in fiat currencies, certain cryptocurrency businesses use our platform to provide card products to their customers and end users. The regulation of cryptocurrency is rapidly evolving and varies significantly among jurisdictions and is subject to substantial uncertainty.
Our TPV was $291.1 billion, $222.3 billion, and $166.3 billion for the years ended December 31, 2024, 2023, and 2022, respectively, an increase of 31% and 34% from the prior years, respectively. Net revenue and TPV for any prior period should not be relied on as an indication of our future performance.
Our TPV was $382.5 billion, $291.1 billion, and $222.3 billion for the years ended December 31, 2025, 2024, and 2023, respectively, an increase of 31% and 31% from the prior years, respectively. Net revenue and TPV for any prior period should not be relied on as an indication of our future performance.
The Active Share Repurchase Programs may be suspended, modified, or discontinued at any time and we have no obligation to repurchase any amount of our Class A common stock under the programs. The Active Share Repurchase Programs have no set expiration date.
The December 2025 Share Repurchase Program may be suspended, modified, or discontinued at any time and we have no obligation to repurchase any amount of our Class A common stock under the programs. The December 2025 Share Repurchase Program has no set expiration date.
For the year ended December 31, 2024, we had net income of $27.3 million, which was primarily due to the forfeiture of the Executive Chairman Long-Term Incentive Award. We had net losses of $223.0 million and $184.8 million for the years ended December 31, 2023 and 2022, respectively.
For the year ended December 31, 2024, we had net income of $27.3 million, which was primarily due to the forfeiture of the Executive Chairman Long-Term Incentive Award. We had net losses of $13.9 million and $223.0 million for the years ended December 31, 2025 and 2023, respectively.
For the years ended December 31, 2024, 2023, and 2022, 70%, 76%, and 82%, respectively, of TPV was settled through one Issuing Bank, Sutton Bank.
For the years ended December 31, 2025, 2024, and 2023, 64%, 70%, and 76%, respectively, of TPV was settled through one Issuing Bank, Sutton Bank.
The decrease in net revenue was primarily driven by the August 2023 Block Amendment which allowed for reduced pricing and impacted the revenue presentation for the Cash App program as fees owed to Issuing Banks and Card Networks related to the Cash App primary Card Network volume are recorded as a reduction to the revenue earned from the Cash App program within Net revenue effective as of July 1, 2023.
Our net revenue decreased in the year ended December 31, 2024, primarily driven by the August 2023 Block Amendment which allowed for reduced pricing and impacted the revenue presentation for the Cash App program as fees owed to Issuing Banks and Card Networks related to the Cash App primary Card Network volume are recorded as a reduction to the revenue earned from the Cash App program within Net revenue effective as of July 1, 2023.
We may introduce other new products, technologies, or business opportunities in the future. Our failure to accurately predict the demand or growth of new products, technologies, or businesses could have a material and adverse effect on our business, results of operations, financial condition, and future prospects.
Our failure to accurately predict the demand or growth of new products, technologies, or businesses could have a material and adverse effect on our business, results of operations, financial condition, and future prospects.
Issuing Banks that are exempt from the Interchange Fee restrictions in the Durbin Amendment are able to access higher interchange rates on debit and prepaid card transactions.
Issuing Banks that are exempt from the Interchange Fee restrictions in the Durbin Amendment are able to access higher interchange rates on debit and prepaid card transactions, if those transactions meet certain requirements.
The actual timing, manner, number, and value of shares repurchased under the Active Share Repurchase Programs will depend on a number of factors, including the availability of cash, the market price of our Class A common stock, general market and economic conditions, applicable requirements, and other business considerations.
The actual timing, manner, number, and value of shares repurchased under the December 2025 Share Repurchase Program will depend on a number of factors, including the availability 41 Table of Contents of cash, the market price of our Class A common stock, general market and economic conditions, applicable requirements, and other business considerations.
In prior periods, these costs were included within Costs of revenue. Our total net revenue was $507.0 million, $676.2 million, and $748.2 million for the years ended December 31, 2024, 2023, and 2022, respectively, a decrease of 25% and a decrease of 10% from the prior years, respectively.
In prior periods, these costs were included within Costs of revenue. Our total net revenue was $624.9 million, $507.0 million, and $676.2 million for the years ended December 31, 2025, 2024, and 2023, respectively, a increase of 23% and a decrease of 25% from the prior years, respectively.
The process of designing and implementing effective internal controls and disclosure controls is a continuous effort. To maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including technology- and accounting-related costs and significant management oversight.
To maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including technology- and accounting-related costs and significant management oversight.
Our directors, executive officers, and their affiliates, beneficially own in the aggregate 46.23% of the voting power of our capital stock as of December 31, 2024.
Our directors, executive officers, and their affiliates, beneficially own in the aggregate 48% of the voting power of our capital stock as of December 31, 2025.
For example, if AI models used in our products or other offerings are incorrectly designed, the data we use to train them is incomplete or inadequate, the outputs (including any analysis or recommendations) are or are deemed to be inaccurate or discriminatory, or we do not have sufficient rights to use the data on which our models rely, the performance of our AI solutions and features, as well as our reputation, could suffer or we could incur liability through the violation of contractual or regulatory obligations.
For example, if AI models used in our products or other offerings, whether developed internally or otherwise, are incorrectly designed, the data we use to train them is incomplete or inadequate, the outputs (including any analysis or recommendations) are or are deemed to be inaccurate or discriminatory, or we do not have sufficient rights to use the data on which our models rely, the performance of our AI solutions and features, as well as our reputation, could suffer, may expose us to additional claims, demands, and proceedings by private parties and regulatory authorities, or we could incur liability through the violation of contractual or regulatory obligations.
Moreover, the anticipated benefits, growth, or synergies of any acquisition, investment, or business relationship may not be realized or we may be exposed to unknown risks or liabilities.
We may not accurately forecast the financial impact of an acquisition transaction. Moreover, the anticipated benefits, growth, or synergies of any acquisition, investment, or business relationship may not be realized or we may be exposed to unknown risks or liabilities.
We have adopted a flexible-first work environment, and expect to continue to be subject to challenges and risks associated with having a remote workforce. For example, our employees are accessing our servers remotely through home or other networks to perform their job responsibilities.
We have adopted a flexible-first work environment, and expect to continue to be subject to challenges and risks associated with having a remote workforce, in addition to the privacy and cybersecurity risks noted throughout this section. For example, our employees and contractors are accessing our servers remotely through home or other networks to perform their job responsibilities.
Despite having $1.1 billion in cash and highly liquid short-term investments on our balance sheet, we may seek additional funds to develop new products and enhance our platform and existing products, expand our operations, improve our infrastructure, or acquire complementary businesses, technologies, services, products, and other assets.
Despite having $771.9 million in cash and highly liquid short-term investments on our balance sheet, as of December 31, 2025. We may seek additional funds to develop new products and enhance our platform and existing products, expand our operations, improve our infrastructure, or acquire complementary businesses, technologies, services, products, and other assets.
While these Issuing Banks are currently exempt from the limitations on debit and prepaid card Interchange Fees, and we expect them to continue to be exempt, we can offer no assurance or guarantee that they will remain exempt, and various events outside our control may cause these Issuing Banks to become subject to the interchange fee limits under the Durbin Amendment.
While these Issuing Banks currently qualify for this exemption from the limitations on debit and prepaid card Interchange Fees, and we expect them to continue to qualify for the exemption, we can offer no assurance or guarantee that they will remain exempt, and various events outside our control may cause these Issuing Banks, or some of the debit and prepaid card transactions processed on cards they issue, to become subject to the interchange fee limits under the Durbin Amendment.
If our TPV and net revenue growth rates decline or continue to decline, we may not achieve profitability as expected, and our business, financial condition, results of operations, and the price of our Class A common stock would be adversely affected.
If our TPV and net revenue growth rates decline, we may not achieve profitability as expected, and our business, financial condition, results of operations, and the price of our Class A common stock would be adversely affected. Our growth has placed, and may continue to place, significant demands on our management and our operational and financial resources.
In addition, as of December 31, 2024, we had 14,962,000 option shares outstanding that, if fully vested and exercised, would result in the issuance of an equal number of shares of Class A or Class B common stock, as well as 33,806,000 total shares of Class A or Class B common stock subject to RSU awards.
In addition, as of December 31, 2025, we had 8,197,000 option shares outstanding that, if fully vested and exercised, would result in the issuance of an equal number of shares of Class A or Class B common stock, as well as 29,086,000 total shares of Class A or Class B common stock subject to RSU and PSU awards.
Negative publicity about us or our industry could adversely affect our business, results of operations, financial condition, and future prospects. We have developed a strong and trusted brand that has contributed significantly to the success of our business. We believe that maintaining and promoting our brand in a cost-effective manner is important to the continued growth of our business.
Negative publicity about us or our industry could adversely affect our business, results of operations, financial condition, and future prospects. We have developed a strong and trusted brand that has contributed significantly to the success of our business.
This includes, for example, regulations relating to cybersecurity, such as Europe’s Digital Operational Resilience Act, U.S. federal and state-specific data broker legislation, and laws, regulations, and advisory opinions pertaining to the development and use of AI.
This includes, for example, regulations relating to cybersecurity, such as the EU’s Digital Operational Resilience Act and Cyber Resilience Act, other EU regimes such as the EU’s Data Act, regulations relating to the EMI license held by TransactPay, U.S. federal and state-specific data broker legislation, and laws, regulations, and advisory opinions pertaining to the development and use of AI.
The Court of Chancery of the State of Delaware and the United States District Court for the District of Delaware may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders. 42 Table of Contents We cannot guarantee that our share repurchase program will enhance long-term stockholder value.
The Court of Chancery of the State of Delaware and the United States District Court for the District of Delaware may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.
We have in the past and may in the future acquire or invest in businesses, products, or technologies that we believe could complement our platform, products, and services, expand our geographic reach or customer base, or otherwise offer growth opportunities.
We have in the past and may in the future acquire or invest in businesses, products, or technologies that we believe could complement our platform, products, and services, expand our geographic reach or customer base, or otherwise offer growth opportunities. For example, we acquired Power Finance Inc. in February 2023 and TransactPay in July 2025.
As we continue to operate and expand internationally, we are also subject to, and will continue to be subject to, international privacy laws including but not limited to the EU’s General Data Protection Regulation (“GDPR”), the U.K.
Department of Justice has issued regulations restricting certain bulk transfers of sensitive personal data. As we continue to operate and expand internationally, we are also subject to, and will continue to be subject to, international privacy laws including but not limited to the EU’s General Data Protection Regulation (“GDPR”), the U.K.
We contract with Issuing Banks to settle funds on behalf of our customers on a daily basis for a variety of transaction types.
We may incur losses relating to the settlement of payment transactions on our platform. We contract with Issuing Banks to settle funds on behalf of our customers on a daily basis for a variety of transaction types.
Certain of our products and services may be subject to export control and economic sanctions regulations, including the U.S. Export Administration Regulations, and various economic and trade sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control.
Export Administration Regulations, and various economic and trade sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control.
The IFPA is expected to be effective on July 1, 2025, pending ongoing litigation. While any potential reduction in our revenue from the new law in Illinois is not expected to be material, if any additional legislation regulating Interchange Fees is enacted in other jurisdictions, then the portion of our net revenue derived from Interchange Fees may be adversely affected.
While any potential reduction in our revenue from the new law in Illinois is not expected to be material, if any additional legislation regulating Interchange Fees is enacted in other jurisdictions, or if there are changes in existing regulations or to the interpretation of existing regulations, then the portion of our net revenue derived from Interchange Fees may be adversely affected.
Our NOLs and other tax attributes may also be subject to limitations under state law. For example, recently enacted California legislation limits the use of state NOLs for tax years beginning on or after January 1, 2024, and before January 1, 2027.
For example, recently enacted California legislation limits the use of state NOLs for tax years beginning on or after January 1, 2024, and before January 1, 2027.
We may require additional capital to support our business, and this capital might not be available on acceptable terms, if at all. We intend to continue to make investments to support our business and may require additional funds.
Additionally, we do not maintain any key person insurance policies. 27 Table of Contents We may require additional capital to support our business, and this capital might not be available on acceptable terms, if at all. We intend to continue to make investments to support our business and may require additional funds.
Other U.S. states have also passed or are considering privacy legislation, including omnibus privacy legislation similar to the CCPA, and industry organizations regularly adopt and advocate for new standards in these areas.
Other U.S. states have also passed or are considering privacy legislation, including omnibus privacy legislation similar to the CCPA, and industry organizations regularly adopt and advocate for new standards in these areas. We are also subject to U.S. federal legislation such as the Gramm-Leach-Bliley Act and regulatory oversight in this area. Further, the U.S.
Our systems and operations are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, strikes, health pandemics, such as the COVID-19 pandemic, and similar events.
Our business is subject to the risks of earthquakes, fire, floods, pandemics, and other natural catastrophic events, and to interruption by man-made issues such as power disruptions and strikes. Our systems and operations are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, strikes, health pandemics, such as the COVID-19 pandemic, and similar events.
The techniques used to perpetrate fraud are continually evolving, and we expend considerable resources to continue to monitor and combat them. Criminals may commit fraud using techniques such as stolen identities and bank accounts, compromised business email accounts, employee or insider fraud, account takeover, false applications, check fraud, “skimming,” counterfeit payment cards, and stolen cards or card account numbers.
Criminals may commit fraud using techniques such as stolen identities and bank accounts, compromised business email accounts, employee or insider fraud, account takeover, false applications, check fraud, “skimming,” counterfeit payment cards, and stolen cards or card account numbers.
Illegitimate transactions or illegal activities such as money laundering or terrorist funding can expose us to governmental and regulatory enforcement actions and potentially prevent us from satisfying our contractual obligations to our Issuing Banks and other counterparties, which may cause us to be in breach of our obligations.
Illegitimate transactions or illegal activities such as money laundering or terrorist funding can expose us to governmental and regulatory enforcement actions and potentially prevent us from satisfying our contractual obligations to our Issuing Banks and other counterparties, which may cause us to be in breach of our obligations. 26 Table of Contents The techniques used to perpetrate fraud are continually evolving, and we expend considerable resources to continue to monitor and combat them.
Ours or these third parties’ failure to comply with these laws and regulations could result in a breach and/or termination of our agreements with Issuing Banks and customers and/or fines or penalties by governmental agencies, which would have a material adverse effect on our business, results of operations, and financial condition. 34 Table of Contents We may be subject to governmental export controls and economic sanctions regulations that could impair our ability to compete in international markets and could subject us to liability if we fail to comply.
Ours or these third parties’ failure to comply with these laws and regulations could result in a breach and/or termination of our agreements with Issuing Banks and customers and/or fines or penalties by governmental agencies, which would have a material adverse effect on our business, results of operations, and financial condition.
Any failure to maintain high quality customer support, or a market perception that we do not maintain high quality customer support, could erode customer trust and adversely affect our reputation, business, results of operations, and financial condition.
We believe that maintaining and promoting our brand in a cost-effective manner is important to the continued growth of our business. 22 Table of Contents Any failure to maintain high quality customer support, or a market perception that we do not maintain high quality customer support, could erode customer trust and adversely affect our reputation, business, results of operations, and financial condition.
As of December 31, 2024 and December 31, 2023, our accumulated deficit was approximately $797.9 million and $825.2 million, respectively. We expect to continue to incur net losses for the foreseeable future and we may not achieve profitability.
As of December 31, 2025 and December 31, 2024, our accumulated deficit was approximately $811.8 million and $797.9 million, respectively. We may continue to incur net losses and may fail to achieve profitability.
Unauthorized parties have attempted and will continue to attempt to gain access to our platform, systems, or facilities, and those of our customers, vendors, and other third parties with which we do business using a variety of methods such as cloud account takeover attacks, software lifecycle compromise, denial-of-service attacks, phishing attacks and other forms of social engineering, and ransomware and other malicious code.
Unauthorized parties have attempted and will continue to attempt to gain access to our platform, systems, or facilities, and those of our customers, vendors, and other third parties with which we do business using a variety of methods such as cloud account takeover attacks, software lifecycle compromise, denial-of-service attacks, generative artificial intelligence impersonation, phishing attacks and other forms of social engineering, and ransomware and other malicious code. 21 Table of Contents We have incorporated and may continue to incorporate artificial intelligence (“AI”) solutions and features (including, for example, AI solutions utilizing generative AI, model context protocol (“MCP”) servers and agentic AI) into our platform and other aspects of our business and operations.
Our new products and technologies have a limited performance history, and any failure to execute on our related strategy could have an adverse impact on our business and financial condition. In fiscal 2024, we announced new technologies, including portfolio migration, UX Toolkit, and the development of Marqeta Flex.
Our new products and technologies have a limited performance history, and any failure to execute on our related strategy could have an adverse impact on our business and financial condition.
The Sarbanes-Oxley Act of 2002 requires, among other things, that we maintain effective disclosure controls and procedures and to report any material weakness in our internal controls over financial reporting. In 2023, we identified a material weakness related to the accounting for our acquisition of Power Finance , and a material weakness related to information technology general controls .
The Sarbanes-Oxley Act of 2002 requires, among other things, that we maintain effective disclosure controls and procedures and to report any material weakness in our internal controls over financial reporting. 35 Table of Contents The process of designing and implementing effective internal controls and disclosure controls is a continuous effort.
We have experienced ownership changes since inception and believe that our existing NOLs and other tax attributes, including R&D credit carryforward, will be subject to such limitation. 36 Table of Contents In addition, the amount of NOLs and other tax attributes that we are permitted to deduct may be subject to limitations and our NOLs and other tax attributes may expire before they are fully utilized.
We have experienced ownership changes since inception and believe that our existing NOLs and other tax attributes, including R&D credit carryforward, will be subject to such limitations.
Supply chain disruption, a global labor shortage, increased inflation, and higher interest rates have adversely affected our business, results of operations, and business outlook and may continue to create uncertainty as to our and our customers’, vendors’ and other counterparties’ financial results, operations, and business outlook.
Supply chain disruption, a global labor shortage, increased inflation, uncertainty in global regulatory and economic conditions, including as a result of uncertainty in global trade from actual and potential tariffs and counter tariffs, and higher interest rates have at times adversely affected our business, results of operations, and business outlook and could create uncertainty as to our and our customers’, vendors’ and other counterparties’ financial results, operations, and business outlook now or in the future.
As a result of this or other legislative or regulatory changes, or other unforeseen reasons, our existing NOLs and other tax attributes could expire or otherwise be unavailable to offset future income tax liabilities. 37 Table of Contents Risks Relating to Intellectual Property If we fail to adequately protect our intellectual property rights, our business could be adversely affected and we could incur additional expenses to protect our rights.
As a result of this or other legislative or regulatory changes, or other unforeseen reasons, our existing NOLs and other tax attributes could expire or otherwise be unavailable to offset future income tax liabilities.
If we fail to manage growth effectively, our business and financial results may be adversely affected. While we have experienced rapid net revenue growth in prior periods, our net revenue decreased in the year ended December 31, 2024.
If we fail to manage growth effectively, our business and financial results may be adversely affected. For the year ended December 31, 2025, net revenue increased 23% to $624.9 million, from $507.0 million in 2024.
Moreover, Section 203 of the Delaware General Corporation Law may discourage, delay, or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock.
Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock.
Our competitors or other third parties may incorporate AI into their products, offerings, and solutions more quickly or more successfully than we do, which could impair our ability to compete effectively, and adversely affect our results of operations.
Our competitors or other third parties may incorporate AI into their products, offerings, and solutions more quickly or more successfully than we do, which could impair our ability to compete effectively, and adversely affect our results of operations. 24 Table of Contents Additionally, our AI solutions and features may expose us to additional claims, demands, and proceedings by private parties and regulatory authorities and subject us to legal liability as well as brand and reputational harm.
There can be no assurance that we will be successful in identifying, negotiating, and consummating favorable transaction opportunities or successfully integrating the acquired personnel, operations, and technologies, or effectively scaling and managing the combined business following the acquisition.
There can be no assurance that we will be successful in identifying, negotiating, and consummating favorable transaction opportunities or successfully integrating the acquired personnel, operations, and technologies, or effectively scaling and managing the combined business following the acquisition. 28 Table of Contents Specifically, we may not successfully evaluate or utilize the acquired technology or personnel from an acquired business and we may be unable to retain key personnel after a transaction, including personnel who are critical to the success of the ongoing business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+0 added−1 removed8 unchanged
Biggest changeOur cybersecurity program is designed to align with certain industry standards and best practices, such as ISO 27001 and the National Institute of Standards and Technology Cybersecurity Framework.
Biggest changeOur CISO oversees a team of cybersecurity professionals in areas including Governance, Risk, and Compliance, Product and Infrastructure Security, Security Operations, Business Continuity, Crisis Management, Business Technology, and Identity Security. Our cybersecurity program is designed to align with certain industry standards and best practices, such as ISO 27001 and the National Institute of Standards and Technology Cybersecurity Framework.
As part of our overall risk management system, all employees are required to complete annual cybersecurity training and relevant employees are trained at least annually on applicable safeguards. We periodically engage consultants in connection with our risk assessment processes to help us design and implement our cybersecurity policies and procedures, as well as to monitor and test our safeguards.
As part of our overall risk management system, all employees are required to complete annual cybersecurity training and relevant employees are trained at least annually on applicable safeguards. We periodically engage consultants in connection with our risk management processes to help us design and implement our cybersecurity policies, procedures, and controls, as well as to monitor and test our safeguards.
The maturation and scaling of our cybersecurity program is ongoing and despite our investments in our cybersecurity program, there will always be residual risk and the potential for control failure or bypass by a determined cyber threat actor. 45 Table of Contents
The maturation and scaling of our cybersecurity program is ongoing and despite our investments in our cybersecurity program, there will always be residual risk and the potential for control failure or bypass by a determined cyber threat actor. 43 Table of Contents
We conduct periodic risk assessments to identify reasonably foreseeable internal and external cybersecurity risks, the criticality of such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks. Following these risk assessments, we develop strategies, policies, standards, and action plans to minimize identified risks and reasonably address identified gaps in existing safeguards.
We conduct periodic assessments to identify reasonably foreseeable internal and external cybersecurity risks, the criticality of such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks. We develop risk-informed strategies, policies, standards, and action plans to minimize identified risks and reasonably address identified gaps in existing safeguards.
Our board of directors administers its cybersecurity risk oversight function directly as a whole, as well as through the audit committee. Our CISO provides quarterly and as-needed briefings to the audit committee regarding cybersecurity risks and activities, including any recent cybersecurity incidents and related responses, cybersecurity systems testing, and activities of third-party consultants.
Our board of directors administers its cybersecurity risk oversight function directly as a whole, as well as through the audit committee. Our CISO provides quarterly and as-needed briefings to the audit committee regarding cybersecurity risks and activities, including any recent cybersecurity incidents and related responses, cybersecurity program health, and activities of third-party consultants.
Removed
Our CISO reports to our Chief Technology and AI Officer and oversees a team of cybersecurity professionals in areas including Governance, Risk, and Compliance, Product and Infrastructure Security, Security Operations, and Identity Security.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 2. Properties Our principal executive office is located in Oakland, California, where we currently have a lease agreement that expires in 2026. We also lease additional facilities in London, United Kingdom and Warsaw, Poland. We believe that our facilities are suitable to meet our current needs.
Biggest changeItem 2. Properties Our principal executive office is located in Oakland, California, under a lease agreement expiring in 2028. We also lease additional facilities in London, United Kingdom, Warsaw, Poland, Sliema, Malta, and Queensway, Gibraltar. We believe that our existing facilities are suitable to support our current and near-term operational needs.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

6 edited+3 added−1 removed4 unchanged
Biggest changeWe expect that the Securities Actions will be consolidated and proceed as one lawsuit after the Court appoints a lead plaintiff for the putative class. On February 4, 2025, a putative shareholder derivative lawsuit, captioned Smith v. Khalaf, et al. , Case No. 25-cv-01174 (N.D.
Biggest changeKhalaf, et al. , Case No. 3:25-cv-02100 (N.D. Cal.) were filed on February 21, 2025 and February 27, 2025, respectively. All three putative shareholder derivative suits have been consolidated into one lawsuit captioned In re Marqeta, Inc. Derivative Litigation , Case No. 4:25-cv-01174-YGR (N.D. Cal). The consolidated derivative action is currently stayed pending developments in the consolidated Securities Actions.
This lawsuit asserts claims for breach of fiduciary duties and violations of federal securities laws, among other claims, between the time period of May 7, 2024 and November 4, 2024 under similar theories as the Securities Actions. Another substantially similar putative shareholder derivative lawsuit, captioned Ojserkis v. Khalaf, et al. , Case No. 25-cv-01883 (N.D.
This lawsuit asserts claims for breach of fiduciary duties and violations of federal securities laws, among other claims, between the time period of May 7, 2024 and November 4, 2024 under similar theories as the Securities Actions. Two other substantially similar putative shareholder derivative lawsuit, captioned Ojserkis v. Khalaf, et al. , Case No. 25-cv-01883 (N.D. Cal.) and Preciado v.
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.
Cal.), was filed in federal court in the Northern District of California (“Court”) against the Company and certain of its current and former officers (“Defendants”) alleging violations of federal securities laws.
Cal.), was filed on February 21, 2025. Given the inherent uncertainty of litigation, the Company cannot reasonably estimate the likelihood of an unfavorable outcome or the amount or range of any potential loss.
Given the inherent uncertainty of litigation, the Company cannot reasonably estimate the likelihood of an unfavorable outcome or the amount or range of any potential loss. Item 4. Mine Safety Not applicable. 44 Table of Contents PART II
Cal.), was filed in the same Court against the Company’s Chief Executive Officer, its Chief Financial Officer, and its Board of Directors, and names the Company as a nominal defendant.
Khalaf, et al. , Case No. 25-cv-01174 (N.D. Cal.), was filed in the same Court against certain of the Company’s current and former officers and its Board of Directors (as then constituted), and named the Company as a nominal defendant.
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. 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.
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. The Securities Actions have been consolidated into one consolidated securities litigation captioned In re Marqeta, Inc. Securities Litigation , Case No. 24-08874-YGR (N.D.
Removed
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. Item 4. Mine Safety Not applicable. 46 Table of Contents PART II
Added
Cal) and the Court has appointed a lead plaintiff and lead plaintiff’s counsel in the matter. On April 10, 2025, the lead plaintiff filed a consolidated amended complaint, which alleges a putative class period of between February 28, 2024 and November 4, 2024.
Added
We and the other Defendants filed a motion to dismiss the consolidated amended complaint on May 15, 2025. On November 3, 2025, a settlement was reached, in principle, with the lead plaintiff’s counsel to resolve the Securities Actions for payments totaling $13.0 million, subject to further documentation and judicial approvals.
Added
The Company’s Directors and Officers insurance policy includes a $5.0 million self-insured retention that applies to covered losses related to the Securities Actions, including legal defense fees and settlement payments. If finalized, the settlement will be funded by insurance less the self-insured retention. On February 4, 2025, a putative shareholder derivative lawsuit, capti oned Smith v.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+2 added−2 removed5 unchanged
Biggest changeThe returns shown are based on historical results and are not intended to be indicative of future performance. 47 Table of Contents Purchase of Equity Securities by the Issuer The following table contains information relating to the repurchases of our common stock made by us in the three months ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) October 1 - October 31, 2024 1,797,349 $ 4.74 1,797,349 83,995,650 November 1 - November 30, 2024 1,000,000 $ 3.47 1,000,000 80,525,650 December 1 - December 31, 2024 — $ — — 80,525,650 Total 2,797,349 2,797,349 (1) 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”).
Biggest changeThe returns shown are based on historical results and are not intended to be indicative of future performance. 45 Table of Contents Purchase of Equity Securities by the Issuer The following table contains information relating to the repurchases of our common stock made by us in the three months ended December 31, 2025 (in thousands, except per share amounts): Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) (2) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) (2) October 1 - October 31, 2025 9,245 $ 4.73 9,245 $ 43,891 November 1 - November 30, 2025 9,189 $ 4.77 9,189 $ 17 December 1 - December 31, 2025 1,733 $ 4.89 1,733 $ 91,544 Total 20,167 20,167 (1) On February 25, 2025, our Board of Directors authorized a new share repurchase program of up to $300 million of our Class A common stock (the “February 2025 Share Repurchase Program”).
The following stock performance graph depicts the cumulative total return on our Class A common stock relative to the cumulative total returns of the Nasdaq Composite Index and the S&P Information Technology Index during each monthly period from June 9, 2021 (the date our Class A common stock began trading on the Nasdaq Global Select Market) through December 31, 2024.
The following stock performance graph depicts the cumulative total return on our Class A common stock relative to the cumulative total returns of the Nasdaq Composite Index and the S&P Information Technology Index during each monthly period from June 9, 2021 (the date our Class A common stock began trading on the Nasdaq Global Select Market) through December 31, 2025.
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.
Under the December 2025 Share Repurchase Program, we are authorized to repurchase shares through open market purchases, in privately negotiated transactions, or by other means, in accordance with applicable federal securities laws, including through trading plans under Rule 10b5-1 of the Exchange Act.
The number of shares repurchased and the timing of purchases are based on general business and market conditions, and other factors, including legal requirements. The 2024 Share Repurchase Program has no set expiration date.
The number of shares repurchased and the timing of purchases are based on general business and market conditions, and other factors, including legal requirements. The December 2025 Share Repurchase Program has no set expiration date. Item 6. Reserved 46 Table of Contents
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information for Common Stock Our Class A common stock has traded on the Nasdaq Global Select Market under the symbol “MQ” since our IPO on June 9, 2021. Prior to that date, there was no public market for our common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information for Common Stock Our Class A common stock trades on the Nasdaq Global Select Market under the symbol “MQ.” There is no public trading market for our Class B common stock.
There is no public trading market for our Class B common stock. Stockholders As of February 21, 2025, we had 37 holders of record of our Class A common stock and 48 holders of record of our Class B common stock.
Stockholders As of February 20, 2026, we had 29 holders of record of our Class A common stock and 34 holders of record of our Class B common stock.
Removed
Use of Proceeds The IPO of our Class A common stock was effected pursuant to a registration statement on Form S-1 (File No. 333-256154), which was declared effective by the SEC on June 8, 2021.
Added
Under the February 2025 Share Repurchase Program, we were 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. Repurchase decisions were based on general business and market conditions, and other factors, including legal requirements.
Removed
There has been no material change in the planned use of proceeds from our IPO as discussed in our final prospectus filed with the SEC on June 10, 2021, pursuant to Rule 424(b) of the Securities Act. Item 6. Reserved 48 Table of Contents
Added
Repurchases under the February 2025 Share Repurchase Program were completed as of December 31, 2025. (2) On December 4, 2025, our Board of Directors authorized an additional share repurchase program of up to $100 million of the Company’s Class A common stock (the “December 2025 Share Repurchase Program”).

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

69 edited+32 added−31 removed26 unchanged
Biggest changeWe encourage investors to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures. 58 Table of Contents A reconciliation of net income (loss) to adjusted EBITDA and GAAP operating expenses to non-GAAP operating expenses for the periods presented is as follows: Year Ended December 31, 2024 2023 2022 (dollars in thousands) Net revenue $ 506,995 $ 676,171 $ 748,206 Net income (loss) $ 27,287 $ (222,962) $ (184,780) Net income (loss) margin 5 % (33) % (25) % Total operating expenses $ 376,315 $ 612,529 $ 529,809 Net income (loss) $ 27,287 $ (222,962) $ (184,780) Depreciation and amortization expense 17,460 10,741 3,853 Share-based compensation expense (1) (2) 136,562 130,416 107,529 Executive chairman long-term performance award (1) (144,617) 53,214 53,214 Payroll tax expense related to share-based compensation 2,570 2,211 1,977 Acquisition-related expenses (3) 41,584 75,473 1,439 Restructuring (2) — 8,670 — Other income, net (52,546) (52,440) (24,926) Income tax expense (benefit) 793 (7,613) (102) Adjusted EBITDA $ 29,093 $ (2,290) $ (41,796) Adjusted EBITDA Margin 6 % — % (6) % Total operating expenses $ 376,315 $ 612,529 $ 529,809 Depreciation and amortization expense (17,460) (10,741) (3,853) Share-based compensation expense (1) (2) (136,562) (130,416) (107,529) Executive chairman long-term performance award (1) 144,617 (53,214) (53,214) Payroll tax expense related to share-based compensation (2,570) (2,211) (1,977) Restructuring (2) — (8,670) — Acquisition-related expenses (3) (41,584) (75,473) (1,439) Non-GAAP operating expenses $ 322,756 $ 331,804 $ 361,797 _______________ (1) Prior period amounts related to our Executive Chairman Long-Term Performance Award have been reclassified to conform to the current period presentation.
Biggest changeWe encourage investors to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures. 56 Table of Contents A reconciliation of Net (loss) income to adjusted EBITDA and GAAP operating expenses to Adjusted operating expenses for the periods presented is as follows: Year Ended December 31, 2025 2024 2023 (dollars in thousands) Net revenue $ 624,884 $ 506,995 $ 676,171 Net (loss) income $ (13,925) $ 27,287 $ (222,962) Net (loss) income margin (2) % 5 % (33) % Total operating expenses $ 483,702 $ 376,315 $ 612,529 Net (loss) income $ (13,925) $ 27,287 $ (222,962) Share-based compensation expense (1) 104,788 136,562 130,416 Depreciation and amortization expense 27,163 17,460 10,741 Acquisition-related expenses (2) 9,437 41,584 75,473 Restructuring and other one-time costs (3) 7,840 — 8,670 Non-recurring litigation expense (4) 4,297 — — Payroll tax expense related to share-based compensation 2,483 2,570 2,211 Executive chairman long-term performance award — (144,617) 53,214 Other income, net (33,101) (52,546) (52,440) Income tax expense (benefit) 596 793 (7,613) Adjusted EBITDA $ 109,578 $ 29,093 $ (2,290) Adjusted EBITDA Margin 18 % 6 % — % Total operating expenses $ 483,702 $ 376,315 $ 612,529 Share-based compensation expense (1) (104,788) (136,562) (130,416) Depreciation and amortization expense (27,163) (17,460) (10,741) Acquisition-related expenses (2) (9,437) (41,584) (75,473) Restructuring and other one-time costs (3) (7,840) — (8,670) Non-recurring litigation expenses (4) (4,297) — — Payroll tax expense related to share-based compensation (2,483) (2,570) (2,211) Executive chairman long-term performance award — 144,617 (53,214) Adjusted operating expenses $ 327,694 $ 322,756 $ 331,804 _______________ (1) Restructuring includes a net reduction of $2.9 million of stock-based compensation related to the forfeiture of certain equity awards during the year ended December 31, 2023.
Key Operating Metric and Non-GAAP Financial Measures We review a number of operating and financial metrics, including the key operating metric set forth below, to help us evaluate our business and growth trends, establish budgets, evaluate the effectiveness of our investments, and assess operational efficiencies.
Key Operating Metrics and Non-GAAP Financial Measures We review a number of operating and financial metrics, including the key operating metric set forth below, to help us evaluate our business and growth trends, establish budgets, evaluate the effectiveness of our investments, and assess operational efficiencies.
This measure is used by management and our board of directors to evaluate our operating efficiency. See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures and a reconciliation of Net income (loss) to Adjusted EBITDA Margin.
This measure is used by management and our Board of Directors to evaluate our operating efficiency. See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures and a reconciliation of Net (loss) income to Adjusted EBITDA Margin.
In this assessment, we consider if we obtain control of the specified goods or services before they are transferred to the customer. The assessment of whether we are considered the principal or the agent in a transaction could impact our Net revenue and Cost of revenue recognized on the Consolidated Statements of Operations and Comprehensive Income (Loss).
In this assessment, we consider if we obtain control of the specified goods or services before they are transferred to the customer. The assessment of whether we are considered the principal or the agent in a transaction could impact our Net revenue and Cost of revenue recognized on the Consolidated Statements of Operations and Comprehensive (Loss) Income.
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.
Under the December 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.
Revenue Share is generally computed as a percentage of the Interchange Fees earned or processing volume and is paid to our MxM customers monthly. Revenue Share payments are recorded as a reduction to net revenue. Generally, as customers' processing volumes increase, the rates at which we share revenue increase.
Revenue Share is generally computed as a percentage of the Interchange Fees earned or processing volume and is paid to our customers monthly. Revenue Share payments are recorded as a reduction to net revenue. Generally, as customers' processing volumes increase, the rates at which we share revenue increase.
(3) Acquisition-related expenses, which include transaction costs, integration costs, and cash and non-cash postcombination compensation expense, have been excluded from adjusted EBITDA as such expenses are not reflective of our ongoing core operations and are not representative of the ongoing costs necessary to operate our business; instead, these are costs specifically associated with a discrete transaction.
(2) Acquisition-related expenses, which include transaction costs, integration costs and cash and non-cash postcombination compensation expense, have been excluded from adjusted EBITDA as such expenses are not reflective of our ongoing core operations and are not representative of the ongoing costs necessary to operate our business; instead, these are costs specifically associated with a discrete transaction.
A deterioration in macroeconomic conditions could increase the risk of lower consumer spending, consumer and merchant bankruptcy, insolvency, business failure, higher credit losses, foreign currency fluctuations, or other business interruption, which may adversely impact our business.
A deterioration in macroeconomic conditions could increase the risk of lower consumer spending, including discretionary spending, consumer and merchant bankruptcy, insolvency, business failure, higher credit losses, foreign currency fluctuations, or other business interruption, which may adversely impact our business.
Issuing Bank fees compensate our Issuing Banks for issuing cards to our customers and sponsoring our card programs with the Card Networks and are typically equal to a specified percentage of processing volume or a fixed amount per transaction. Card fulfillment costs include physical cards, packaging, and other fulfillment costs.
Issuing Bank fees compensate our Issuing Banks for issuing cards to our customers and sponsoring our card programs with the Card Networks and are typically equal to a specified percentage of processing volume or a fixed 49 Table of Contents amount per transaction. Card fulfillment costs include physical cards, packaging, and other fulfillment costs.
A discussion regarding our liquidity, financial condition, and results of operations for the fiscal year ended December 31, 2023 compared to the fiscal year ended December 31, 2022 can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 28, 2024, which is hereby incorporated by reference.
A discussion regarding our liquidity, financial condition, and results of operations for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023 can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 26, 2025, which is hereby incorporated by reference.
A discussion regarding our liquidity, financial condition, and results of operations for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023 is presented below.
A discussion regarding our liquidity, financial condition, and results of operations for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024 is presented below.
See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures, a change in presentation, and a reconciliation of Net income (loss) to Adjusted EBITDA. Adjusted EBITDA Margin - Adjusted EBITDA Margin is a non-GAAP financial measure that is calculated as Adjusted EBITDA divided by Net revenue.
See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures, a change in presentation, and a reconciliation of Net (loss) income to Adjusted EBITDA. 48 Table of Contents Adjusted EBITDA Margin - Adjusted EBITDA Margin is a non-GAAP financial measure that is calculated as Adjusted EBITDA divided by Net revenue.
Costs of Revenue Costs of revenue consist of Card Network fees, Issuing Bank fees, and card fulfillment costs for customer arrangements where the Company is the principal in providing services to the customer and excludes depreciation and amortization, which is reported separately within the Consolidated Statements of Operations and Comprehensive Income (Loss).
Costs of Revenue Costs of revenue consist of Card Network fees, Issuing Bank fees, and card fulfillment costs for customer arrangements where we are 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) Income.
We also deliver robust card program management, allowing our customers to embed Marqeta in their offering without having to build certain complex compliance elements or customer support services. Marqeta’s innovative products are developed with deep domain expertise and a customer-first mindset to launch, scale, and manage card programs.
We also deliver robust bank, network, and card program management and value added services, allowing our customers to embed Marqeta in their offering without having to build certain complex compliance elements or customer support services. Marqeta’s innovative products are developed with deep domain expertise and a customer-first mindset to launch, scale, and manage card programs.
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). 63 Table of Contents
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) Income.
We believe that non-GAAP operating expenses is an important measure of operating performance because it allows management and our board of directors to evaluate and compare our core operating results, including our operating efficiencies, from period to period.
We believe that adjusted operating expenses is an important measure of operating performance because it allows management and our board of directors to evaluate and compare our core operating results, including our operating efficiencies, from period to period.
See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures, a change in presentation, and a reconciliation of total operation expenses to non-GAAP operating expenses. 51 Table of Contents Components of Results of Operations Net Revenue We have two components of net revenue: platform services revenue, net and other services revenue.
See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures, a change in presentation, and a reconciliation of total operation expenses to adjusted operating expenses. Components of Results of Operations Net Revenue We have two components of net revenue: platform services revenue, net and other services revenue.
Non-GAAP operating expenses - Non-GAAP operating expenses is a non-GAAP financial measure that is calculated as Total operating expenses adjusted to exclude depreciation and amortization; share-based compensation expense; executive chairman long-term performance award; payroll tax related to share-based compensation; restructuring charges; and acquisition-related expenses which consists of due diligence costs, transaction cost and integration costs related to potential or successful acquisitions, and cash and non-cash postcombination compensation expenses.
Adjusted operating expenses - Adjusted operating expenses is a non-GAAP financial measure that is calculated as Total operating expenses adjusted to exclude depreciation and amortization; share-based compensation expense; executive chairman long-term performance award; payroll tax related to share-based compensation; restructuring and other one-time costs; non-recurring litigation expense; and acquisition-related expenses which consists of due diligence costs, transaction cost and integration costs related to potential or successful acquisitions, and cash and non-cash postcombination compensation expenses.
There are a number of limitations related to the use of these non-GAAP measures versus their most directly comparable GAAP measures, including the following: • other companies, including companies in our industry, may calculate adjusted EBITDA and non-GAAP operating expenses differently than how we calculate this measure or not at all; this reduces its usefulness as a comparative measure; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditures; and • adjusted EBITDA does not reflect the effect of income taxes that may represent a reduction in cash available to us.
There are a number of limitations related to the use of these non-GAAP measures versus their most directly comparable GAAP measures, including the following: • other companies, including companies in our industry, may calculate adjusted EBITDA and operating expenses differently than how we calculate these measures or not at all; limiting their usefulness as comparative measures; • although depreciation and amortization are non-cash charges, the assets being depreciated or amortized may require future replacement, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditures; and • adjusted EBITDA does not reflect the effect of income taxes that may represent a reduction in cash available to us.
We also entered into postcombination cash compensation arrangements with certain key acquired employees whereby we agreed to pay them $85.1 million of cash over a weighted average 2.2 year service period following the acquisition date (subject to forfeiture upon termination). As of December 31, 2024, $14.2 million of the postcombination cash compensation arrangements remained outstanding.
We also entered into postcombination cash compensation arrangements with certain key acquired employees whereby we agreed to pay them $85.1 million of cash over a weighted-average service period of 2.2 years following the acquisition date (subject to forfeiture upon termination). As of December 31, 2025, $1.0 million of the postcombination cash compensation arrangements remained outstanding.
Customer Concentration We generated 47% and 68% of our net revenue from our largest customer, Block, during the years ended December 31, 2024 and 2023, respectively. 57 Table of Contents Use of Non-GAAP Financial Measures Our non-GAAP measures have limitations as analytical tools and you should not consider them in isolation.
Customer Concentration We generated 45% and 47% of our net revenue from our largest customer, Block, during the years ended December 31, 2025 and 2024, respectively. 55 Table of Contents Use of Non-GAAP Financial Measures Our non-GAAP measures have limitations as analytical tools and you should not consider them in isolation.
We recognize revenue when the promised services are complete, and our performance obligations are satisfied. Platform services are considered complete when we have authorized the transaction, validated that the transaction has no errors, and accepted and posted the data to our records. Other services revenue. Other services revenue primarily consists of revenue earned for card fulfillment services.
Platform services are considered complete when we have authorized the transaction, validated that the transaction has no errors, and accepted and posted the data to our records. Other services revenue. Other services revenue primarily consists of revenue earned for card fulfillment services.
Uses of Cash Our primary uses of cash include operating costs such as compensation and benefits, technology costs, professional services, lease obligations, and other expenditures necessary to support our business. Our future capital requirements will depend on many factors, including our planned continuing investment in product development, platform infrastructure, share repurchases, and global expansion.
Uses of Cash Our primary uses of cash include operating costs such as compensation and benefits, technology costs, professional services, lease obligations, and other expenditures necessary to support our operations. Our future capital requirements will depend on many factors, including our continued investments in product development, platform infrastructure, share repurchases, and global expansion.
Our cash equivalents and short-term investments were comprised primarily of bank deposits, money market funds, U.S. treasury bills, U.S. treasury securities, U.S. agency securities, asset-backed securities, and corporate debt securities. We have generated significant operating losses as reflected in our accumulated deficit, which is a trend we expect to continue.
Our cash and cash equivalents and short-term investments were comprised primarily of bank deposits, money market funds, U.S. treasury bills, U.S. treasury securities, U.S. agency securities, asset-backed securities, and corporate debt securities. We have generated significant operating losses as reflected in our accumulated deficit.
Adjusted EBITDA - Adjusted EBITDA is a non-GAAP financial measure that is calculated as Net income (loss) adjusted to exclude depreciation and amortization; share-based compensation expense; executive chairman long-term performance award; payroll tax related to share-based compensation; restructuring charges; acquisition related expenses which consist of due diligence costs, transaction costs and integration costs related to potential or successful acquisitions and cash and non-cash postcombination compensation expenses; income tax expense (benefit); and other income, net, which consists of interest income from our short-term investments, realized foreign currency gains and losses, our share of equity method investments’ profit or loss, impairment of equity method investments or other financial instruments, and gain from sale of equity method investments.
Adjusted EBITDA - Adjusted EBITDA is a non-GAAP financial measure that is calculated as Net (loss) income adjusted to exclude depreciation and amortization; share-based compensation expense; executive chairman long-term performance award; payroll tax related to share-based compensation; restructuring and other one-time costs; acquisition related expenses which consist of due diligence costs, transaction costs and integration costs related to potential or successful acquisitions and cash and non-cash postcombination compensation expenses; non-recurring litigation expense; income tax expense (benefit); and other income, net, which consists primarily of interest income from our short-term investments and cash deposits, impairment of financial instruments and realized foreign currency gains and losses.
The Company earns Interchange Fees on card transactions we process for our customers and are based on a percentage of the transaction amount plus a fixed amount per transaction. Interchange Fees are recognized when the associated transactions are settled. “Revenue Share” payments are incentives to our customers to increase their processing volumes on our platform.
We earn Interchange Fees on card transactions we process for our customers and the fees are based on a percentage of the transaction amount plus a fixed amount per transaction. Interchange Fees are recognized when the associated transactions are settled. Revenue Share payments are incentives to our customers to increase their processing volumes on our platform.
Net cash provided by operating activities was $58.2 million for the year ended December 31, 2024 compared to $21.1 million in the year ended December 31, 2023.
Net cash provided by operating activities was $162.6 million for the year ended December 31, 2025 compared to $58.2 million in the year ended December 31, 2024.
Processing and other fees are priced as either a percentage of processing volume or on a fee per transaction basis and are earned when payment cards are used at automated teller machines or to make cross-border purchases. Minimum processing fees, where customers' processing volumes fall below certain thresholds, are also included in processing and other fees.
Processing and other fees are priced as either a percentage of processing volume or on a fee per transaction basis and are earned, for example, when payment cards are used at automated teller machines or to make cross-border purchases.
The number of shares repurchased and the timing of purchases are based on general business and market conditions, and other factors, including legal requirements. The 2025 Share Repurchase Program has no set expiration date.
The number of shares repurchased and the timing of purchases are based on general business and market conditions, and other factors, including legal requirements. The December 2025 Share Repurchase Program has no set expiration date. As of December 31, 2025, $91.5 million remained available for future share repurchases under the December 2025 Share Repurchase Program.
Cash Flows The following table summarizes our cash flows for the periods indicated: Year Ended December 31, 2024 2023 2022 (in thousands) Net cash provided by (used in) operating activities $ 58,170 $ 21,104 $ (12,966) Net cash provided by investing activities 70,788 38,516 28,718 Net cash used in financing activities (186,914) (261,794) (79,487) Decrease in cash, cash equivalents, and restricted cash $ (57,956) $ (202,174) $ (63,735) Operating Activities Our largest source of cash provided by our operating activities is our net revenue.
Cash Flows The following table summarizes our cash flows for the periods indicated: Year Ended December 31, 2025 2024 2023 (in thousands) Net cash provided by operating activities $ 162,623 $ 58,170 $ 21,104 Net cash provided by investing activities 271,111 70,788 38,516 Net cash used in financing activities (347,319) (186,914) (261,794) Increase (decrease) in cash, cash equivalents, and restricted cash $ 86,415 $ (57,956) $ (202,174) Operating Activities Our primary source of cash from operating activities is net revenue.
We will use our cash for a variety of needs, including for ongoing investments in our business, potential strategic acquisitions, capital expenditures, and investment in our infrastructure, including our non-cancellable purchase commitments with cloud-computing service providers and certain Issuing Banks.
We intend to allocate our cash toward ongoing business investments, potential strategic acquisitions, capital expenditures, share repurchases, and investment in our infrastructure, including our non-cancellable purchase commitments with cloud-computing service providers and certain Issuing Banks.
As of the date of filing this Annual Report on Form 10-K, we have access to and control over all our cash, cash equivalents, and short-term investments, except amounts held as restricted cash. On February 3, 2023, we acquired all outstanding stock of Power Finance.
As of the date of filing this Annual Report on Form 10-K, we have access to and control over all our cash, cash equivalents, and short-term investments, with the exception of restricted cash.
The timing of settlement of certain operating assets and liabilities, including revenue share payments, bonus payments, prepayments made to cloud-computing service providers, settlement receivables, and network incentive receivables can affect the amounts reported as Net cash used in or provided by operating activities on the Consolidated Statement of Cash Flows.
The timing of settlements of certain operating assets and liabilities, such as revenue share payments, bonus payments, prepayments to cloud-computing service providers, settlements receivable, and network incentives receivable, may impact the amounts reported as net cash provided by or used in operating activities in the Consolidated Statements of Cash Flows.
We have separate marketing and incentive arrangements with Card Networks that provide us with monetary incentives for establishing customer card programs with, and routing volume through, the respective Card Network. 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.
We have marketing and incentive arrangements with Card Networks, that provide us with monetary incentives for establishing customer card programs with and routing transaction volume through the respective Card Networks. These incentives are typically calculated as a percentage of the processed transaction volume or the number of transactions routed through the Card Network.
These estimates can include, but are not limited to: • future expected cash flows from acquired developed technologies; • obsolescence curves and other useful life assumptions, such as the period of time and intended use of acquired intangible assets in our product offerings; • discount rates; • uncertain tax positions and tax-related valuation allowances; and • fair value of assumed equity awards. 62 Table of Contents These estimates are inherently uncertain and unpredictable, and unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates, or actual results.
These estimates can include, but are not limited to: • future expected cash flows from acquired licenses, developed technologies and customer relationships; • useful life assumptions, such as the period of time and intended use of acquired intangible assets in our product offerings; • probability of achieving the expected performance of the earn-out arrangements; • uncertain tax positions and tax-related valuation allowances; • fair value of assumed equity awards; and 60 Table of Contents • discount rates.
We believe our existing cash and cash equivalents and our short-term investments will be sufficient to meet our working capital and capital expenditure needs for more than the next 12 months, including the funding of our planned acquisition. For additional information about our planned acquisition, see Note 4 “Business Combinations” to our Consolidated Financial Statements.
We believe our existing cash and cash equivalents and our short-term investments will be sufficient to meet our working capital and capital expenditure needs for more than the next 12 months.
Upon the closure of the acquisition, we paid $135.8 million to the shareholders of Power Finance Inc, net of cash acquired. As part of the terms of the acquisition, we paid additional cash of $53.1 million for contingent consideration tied to performance-based goals that were achieved.
Upon the closure of the acquisition, we paid $135.8 million to the shareholders of Power Finance Inc, net of cash acquired. Additionally, we paid $53.1 million in contingent consideration upon achievement of specified performance-based milestones.
We record these incentives as a reduction of Card Network fees in customer arrangements where the Company is the principal. Generally, as processing volumes increase, we earn a higher rate of monetary incentives from these arrangements, subject to attaining certain volume thresholds during an annual measurement period.
We account for these incentives as a reduction of Card Network fees within Costs of Revenue in customer arrangements where we act as the principal. As processing volumes increase, we earn a higher cumulative incentive rate, subject to achieving specific cumulative volume thresholds within an annual measurement period.
Other services revenue increased $3.7 million, or 17%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. This growth was driven by a rise in card-related fulfillments, which included both one-time replacements and an overall increase in customer card shipments compared to the prior period.
Other services revenue increased $5.4 million, or 21%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. This growth was driven by a rise in card-related fulfillment activities, reflecting an overall increase in customer card shipments compared to the prior year.
The increase in TPV was mainly driven by growth across all our major verticals, particularly financial services, and PxM customers. The growth in TPV for our top five customers, as determined by their individual processing volume in each respective period, was 24% for the year ended December 31, 2024 compared to the year ended December 31, 2023.
The increase in TPV was driven by strong performance across all of our major use cases, particularly financial services, lending, including buy-now-pay later, and expense management. TPV from our top five customers, as determined by their individual processing volume in each respective period, grew 21% for the year ended December 31, 2025 compared to the year ended December 31, 2024.
We maintain a full valuation allowance against our U.S. federal and state net deferred tax assets as we have concluded that it is not more likely than not that we will realize our net deferred tax assets. 53 Table of Contents Results of Operations The following table sets forth our results of operations for the periods presented: Year Ended December 31, (dollars in thousands) 2024 2023 2022 Net revenue $ 506,995 $ 676,171 $ 748,206 Costs of revenue 155,146 346,657 428,205 Gross profit 351,849 329,514 320,001 Operating expenses (benefit): Compensation and benefits 397,595 446,381 361,880 Technology 60,059 55,612 52,361 Professional services 20,057 21,679 23,479 Occupancy 5,995 4,361 4,514 Depreciation and amortization 17,460 10,741 3,853 Marketing and advertising 2,986 2,566 3,995 Other operating expenses 16,780 17,975 26,513 Executive chairman long-term performance award (144,617) 53,214 53,214 Total operating expenses 376,315 612,529 529,809 Loss from operations (24,466) (283,015) (209,808) Other income, net 52,546 52,440 24,926 Income (Loss) before income tax expense 28,080 (230,575) (184,882) Income tax expense (benefit) 793 (7,613) (102) Net income (loss) $ 27,287 $ (222,962) $ (184,780) 54 Table of Contents Comparison of the Fiscal Years Ended December 31, 2024 and 2023 Net Revenue Year Ended December 31, (dollars in thousands) 2024 2023 $ Change % Change Net revenue: Total platform services, net $ 481,665 $ 654,553 $ (172,888) (26) % Other services 25,330 21,618 3,712 17 % Total net revenue $ 506,995 $ 676,171 $ (169,176) (25) % Total Processing Volume (TPV) (in millions) $ 291,105 $ 222,264 $ 68,841 31 % Total net revenue decreased by $169.2 million, or 25%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, of which $221.5 million was attributable to our largest customer, Block.
Due to the full valuation allowance on our deferred tax assets, the Tax Act did not have a material impact on our overall tax expense or effective tax rate for the year ended December 31, 2025. 51 Table of Contents Results of Operations The following table sets forth our results of operations for the periods presented: Year Ended December 31, (dollars in thousands) 2025 2024 2023 Net revenue $ 624,884 $ 506,995 $ 676,171 Costs of revenue 187,612 155,146 346,657 Gross profit 437,272 351,849 329,514 Operating expenses (benefit): Compensation and benefits 340,419 397,595 446,381 Technology 65,005 60,059 55,612 Professional services 21,879 20,057 21,679 Occupancy 3,766 5,995 4,361 Depreciation and amortization 27,163 17,460 10,741 Marketing and advertising 5,073 2,986 2,566 Other operating expenses 20,397 16,780 17,975 Executive chairman long-term performance award — (144,617) 53,214 Total operating expenses 483,702 376,315 612,529 Loss from operations (46,430) (24,466) (283,015) Other income, net 33,101 52,546 52,440 (Loss) income before income tax expense (benefit) (13,329) 28,080 (230,575) Income tax expense (benefit) 596 793 (7,613) Net (loss) income $ (13,925) $ 27,287 $ (222,962) 52 Table of Contents Comparison of the Fiscal Years Ended December 31, 2025 and 2024 Net Revenue Year Ended December 31, (dollars in thousands) 2025 2024 $ Change % Change Net revenue: Total platform services, net $ 594,137 $ 481,665 $ 112,472 23 % Other services 30,747 25,330 5,417 21 % Total net revenue $ 624,884 $ 506,995 $ 117,889 23 % Total Processing Volume (TPV) (in millions) $ 382,513 $ 291,105 $ 91,408 31 % Total platform services, net revenue increased by $112.5 million, or 23%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Year Ended December 31, 2024 2023 2022 Total Processing Volume (TPV) (in millions) $ 291,105 $ 222,264 $ 166,260 Net revenue (in thousands) $ 506,995 $ 676,171 $ 748,206 Gross profit (in thousands) $ 351,849 $ 329,514 $ 320,001 Gross margin 69 % 49 % 43 % Net income (loss) (in thousands) $ 27,287 $ (222,962) $ (184,780) Net income (loss) margin 5 % (33) % (25) % Total operating expenses (in thousands) $ 376,315 $ 612,529 $ 529,809 Non-GAAP Measures: Adjusted EBITDA (in thousands) $ 29,093 $ (2,290) $ (41,796) Adjusted EBITDA margin 6 % — % (6) % Non-GAAP operating expenses (in thousands) $ 322,756 $ 331,804 $ 361,797 50 Table of Contents Total Processing Volume (“TPV”) - TPV represents the total dollar amount of payments processed through our platform, net of returns and chargebacks.
In addition to the results determined in accordance with GAAP, the following table sets forth a key operating metric and non-GAAP financial measures that we consider useful in evaluating our operating performance: Year Ended December 31, 2025 2024 2023 Total Processing Volume (TPV) (in millions) $ 382,513 $ 291,105 $ 222,264 Net revenue (in thousands) $ 624,884 $ 506,995 $ 676,171 Gross profit (in thousands) $ 437,272 $ 351,849 $ 329,514 Gross margin 70 % 69 % 49 % Net (loss) income (in thousands) $ (13,925) $ 27,287 $ (222,962) Net (loss) income margin (2) % 5 % (33) % Total operating expenses (in thousands) $ 483,702 $ 376,315 $ 612,529 Non-GAAP Measures: Adjusted EBITDA (in thousands) $ 109,578 $ 29,093 $ (2,290) Adjusted EBITDA margin 18 % 6 % — % Adjusted operating expenses (in thousands) $ 327,694 $ 322,756 $ 331,804 Total Processing Volume (“TPV”) - TPV represents the total dollar amount of payments processed through our platform, net of returns and chargebacks.
See the section titled “Business” under Part I, Item 1 of this Annual Report on Form 10-K for further discussion of our business and products. 49 Table of Contents Impact of Macroeconomic Factors We are unable to predict the impact macroeconomic factors, including various geopolitical conflicts, uncertainty related to global elections, changes in inflation and interest rates, and uncertainty in global economic conditions, will have on our processing volumes and on our future results of operations.
Impact of Macroeconomic Factors We are unable to predict the impact macroeconomic factors, including various geopolitical conflicts, uncertainty related to global elections, changes in inflation and interest rates, and uncertainty in global regulatory and economic conditions, including as a result of uncertainty in global trade from potential 47 Table of Contents tariffs and counter tariffs, will have on our processing volumes and on our future results of operations.
This growth was mirrored by a 67% increase in TPV from all other customers for the same period. Note that the top five customers may differ between the two periods.
TPV from all other customers increased 69% over the same period. Note that the composition of the top five customers may differ between the two periods.
Restricted cash also includes cash held at a bank to secure our payments under a lease agreement for our office space.
Restricted cash also includes $1.6 million cash held at a bank to secure our payments under a lease agreement for our office space, of which $0.9 million is recorded in other assets in the Consolidated Balance Sheet.
As a result of the decreases in costs of revenue being less than the decreases in net revenue explained above, our gross profit increased by $22.3 million, or 7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Gross profit increased by $85.4 million, or 24%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, as net revenue growth outpaced the increase in costs of revenue.
The Executive Chairman Long-Term Performance Award was forfeited in the current year as a result of the Company’s Executive Chairman transitioning to a non-employee director role on the board of directors.
The Executive Chairman Long-Term Performance Award was forfeited in fiscal year 2024 as a result of the Company’s Executive Chairman transitioning to a non-employee director role on the Board of Directors. 50 Table of Contents Other Income, net Other income, net consists primarily of interest income from our short-term investments and cash deposits, and realized foreign currency gains and losses.
Operating Expenses (Benefit) Year Ended December 31, (dollars in thousands) 2024 2023 $ Change % Change Operating expenses (benefit): Salaries, bonus, benefits, and payroll taxes $ 261,033 $ 318,856 $ (57,823) (18) % Share-based compensation 136,562 127,525 9,037 7 % Total compensation and benefits 397,595 446,381 (48,786) (11) % Percentage of net revenue 78 % 66 % Technology 60,059 55,612 4,447 8 % Percentage of net revenue 12 % 8 % Professional services 20,057 21,679 (1,622) (7) % Percentage of net revenue 4 % 3 % Occupancy 5,995 4,361 1,634 37 % Percentage of net revenue 1 % 1 % Depreciation and amortization 17,460 10,741 6,719 63 % Percentage of net revenue 3 % 2 % Marketing and advertising 2,986 2,566 420 16 % Percentage of net revenue 1 % — % Other operating expenses 16,780 17,975 (1,195) (7) % Percentage of net revenue 3 % 3 % Executive chairman long-term performance award (144,617) 53,214 (197,831) (372) % Percentage of net revenue (29) % 8 % Total operating expenses $ 376,315 $ 612,529 $ (236,214) (39) % Percentage of net revenue 74% 91% Salaries, bonus, benefits, and payroll taxes decreased by $57.8 million, or 18%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
As a result, gross margin improved to 70% during the year ended December 31, 2025 from 69% in the prior year. 53 Table of Contents Operating Expenses (Benefit) Year Ended December 31, (dollars in thousands) 2025 2024 $ Change % Change Operating expenses (benefit): Salaries, bonus, benefits, and payroll taxes $ 235,631 $ 261,033 $ (25,402) (10) % Share-based compensation 104,788 136,562 (31,774) (23) % Total compensation and benefits 340,419 397,595 (57,176) (14) % Percentage of net revenue 54 % 78 % Technology 65,005 60,059 4,946 8 % Percentage of net revenue 10 % 12 % Professional services 21,879 20,057 1,822 9 % Percentage of net revenue 4 % 4 % Occupancy 3,766 5,995 (2,229) (37) % Percentage of net revenue 1 % 1 % Depreciation and amortization 27,163 17,460 9,703 56 % Percentage of net revenue 4 % 3 % Marketing and advertising 5,073 2,986 2,087 70 % Percentage of net revenue 1 % 1 % Other operating expenses 20,397 16,780 3,617 22 % Percentage of net revenue 3 % 3 % Executive chairman long-term performance award — (144,617) 144,617 (100) % Percentage of net revenue — (29) % Total operating expenses $ 483,702 $ 376,315 $ 107,387 29 % Percentage of net revenue 77% 74% Salaries, bonus, benefits, and payroll taxes decreased by $25.4 million, or 10%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Professional services expenses decreased by $1.6 million, or 7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Share-based compensation decreased by $31.8 million, or 23%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Obligations and Other Commitments Our principal commitments consist of obligations under our operating leases for office space and other non-cancellable purchase commitments. For additional information about our operating leases and non-cancellable purchase commitments, see Note 9 “Leases” and Note 10 “Commitments and Contingencies” to our Consolidated Financial Statements.
For additional information about our operating leases and non-cancellable purchase commitments, see Note 9 “Leases” and Note 10 “Commitments and Contingencies” to our Consolidated Financial Statements. Critical Accounting Policies and Estimates Our Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States.
Critical Accounting Policies and Estimates Our Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses, and related disclosures.
The preparation of these Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses, and related disclosures. On an ongoing basis, we evaluate our accounting estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.
Technology expenses increased by $4.4 million, or 8%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was due to higher software as a service costs to support our continued growth and higher software licensing costs as we implement new internal systems and tools.
Technology expenses increased by $4.9 million, or 8%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. This increase was mainly driven by higher software license and hosting costs to support system and tool implementations amid ongoing business growth.
In June 2021, we completed our IPO in which we received aggregate net proceeds of $1.3 billion after deducting underwriting discounts and commissions of $91.6 million and offering costs of $7.5 million. 59 Table of Contents Sources of Cash At December 31, 2024, our principal sources of liquidity included cash, cash equivalents, and short-term investments totaling $1.1 billion, with such amounts held for working capital purposes, and cash provided by operations.
Sources of Cash At December 31, 2025, our principal sources of liquidity included cash, cash equivalents, and short-term investments totaling $771.9 million, with such amounts held for working capital purposes, and cash provided by operations.
Costs of Revenue and Gross Margin Year Ended December 31, (dollars in thousands) 2024 2023 $ Change % Change Costs of revenue: Card Network fees, net $ 123,332 $ 309,453 $ (186,121) (60) % Issuing Bank fees 13,408 21,549 (8,141) (38) % Other 18,406 15,655 2,751 18 % Total costs of revenue $ 155,146 $ 346,657 $ (191,511) (55) % Gross profit $ 351,849 $ 329,514 $ 22,335 7 % Gross margin 69 % 49 % Costs of revenue decreased by $191.5 million, or 55%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Costs of Revenue and Gross Margin Year Ended December 31, (dollars in thousands) 2025 2024 $ Change % Change Costs of revenue: Card Network fees, net $ 147,498 $ 123,332 $ 24,166 20 % Issuing Bank fees 17,692 13,408 4,284 32 % Other 22,422 18,406 4,016 22 % Total costs of revenue $ 187,612 $ 155,146 $ 32,466 21 % Gross profit $ 437,272 $ 351,849 $ 85,423 24 % Gross margin 70 % 69 % Costs of revenue increased by $32.5 million, or 21%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily driven by higher Card Network and Issuing Bank fees related to the 31% growth in TPV.
Our primary uses of cash in our operating activities are for Card Network and Issuing Bank fees, and employee-related compensation.
Primary cash outflows include Card Network and Issuing Bank fees, as well as employee-related compensation and technology expenses.
Marketing and advertising expenses increased by $0.4 million, or 16%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. Other operating expenses decreased by $1.2 million, or 7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Marketing and advertising expenses increased by $2.1 million, or 70%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, which was driven by our continued investment in brand awareness and customer acquisition initiatives to support business growth.
Other Income, Net Year Ended December 31, (dollars in thousands) 2024 2023 $ Change % Change Other income, net $ 52,546 $ 52,440 $ 106 — % Percentage of net revenue 10 % 8 % Other income, net is largely comprised of interest income, and remained relatively flat for the year ended December 31, 2024 compared to the year ended December 31, 2023, as higher average yields were largely offset by lower average investment balances.
Other Income, Net Year Ended December 31, (dollars in thousands) 2025 2024 $ Change % Change Other income, net $ 33,101 $ 52,546 $ (19,445) (37) % Percentage of net revenue 5 % 10 % Other income, net decreased by $19.4 million, or 37% for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Executive chairman long-term performance award decreased for the year ended December 31, 2024 compared to the same period in 2023 primarily due to a one-time reversal of share-based compensation expense of $167.3 million, of which $144.6 million related to expenses recognized in prior periods, as the Executive Chairman Long-Term Performance Award was forfeited in the current year as a result of the Company’s Executive Chairman transitioning to a non-employee director role on the board of directors.
The executive chairman long-term performance award decreased by 100% for the year ended December 31, 2025 compared to December 31, 2024 due to the forfeiture in the second quarter of 2024 following the Executive Chairman’s transition to a non-employee director role on the Board of Directors.
Financing Activities Net cash used in financing activities consists primarily of net payments related to the share-based compensation activities and share repurchase programs. 61 Table of Contents Net cash used in financing activities was $186.9 million for the year ended December 31, 2024 compared to $261.8 million in the year ended December 31, 2023.
Net cash used in financing activities increased to $347.3 million for the year ended December 31, 2025, from $186.9 million in the year ended December 31, 2024.
The decrease was largely driven by lower year-over-year postcombination compensation costs to former employees of Power Finance. To a lesser extent, lower year-over-year severance costs related to the restructuring that occurred in 2023, lower average headcount, and an increase in salaries, bonus, and benefits costs capitalized for internal-use software development in 2024 also contributed to the decrease.
This decrease was primarily driven by lower year-over-year post-combination compensation expenses for former Power Finance employees and higher capitalization of salaries, bonus, and benefits costs associated with internal-use software development activities during 2025.
Generally, we earn a higher rate of monetary incentives during the first quarter of our fiscal year, as the annual measurement period is closest to completion and higher volume thresholds have been reached. In the second quarter of the fiscal year, we generally earn the lowest rate of monetary incentives, as the annual measurement period and volume thresholds have reset.
This approach resulted in fluctuations in Card Network incentives, particularly when thresholds were reached, as higher incentive rates were applied retroactively to the entire annual measurement period. Historically, we have earned the highest incentive rates in the first quarter of our fiscal year, when annual measurement periods are nearing completion and higher cumulative transaction volume thresholds are achieved.
For certain incentive arrangements with an annual measurement period, the one-year period may not align with our fiscal year. 52 Table of Contents We record network incentives in the period we attain the contractual volume thresholds, given the uncertainty in the ultimate annual attainment of incentives.
For certain incentive arrangements, the annual measurement period may not align with our fiscal year. Prior to the second quarter of fiscal year 2025, we recognized network incentives in the period when cumulative transaction volume thresholds were met, due to insufficient data to reliably estimate the amount of incentives Card Networks would ultimately earn over the respective annual period.
Depending on a customer’s desired level of control and responsibility, Marqeta can work with companies in a range of different configurations, but generally provides the following offerings: • Managed By Marqeta: With Managed By Marqeta, Marqeta typically connects customers to an Issuing Bank partner to act as the BIN sponsor for the customer’s card program, manages the customer’s card program on behalf of the Issuing Bank, and provides a full range of services including configuring many of the critical resources required by a customer’s production environment.
Payment processing provides customers with access to the Marqeta dashboard via our APIs and webhooks, our JIT Funding feature, and assists with certain configuration elements that enable customers to use the platform independently. • Bank and Network Management: Marqeta provides a service option to connect customers to an Issuing Bank partner to act as the BIN sponsor for the customer’s card program, define and manage a number of the primary tasks related to launching a card program, and can provide a full range of services including configuring many of the critical resources required by a customer’s production environment and managing the applicable regulations and the Issuing Bank.
Depreciation and amortization increased by $6.7 million, or 63%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily due to an increase in the amortization of internally developed software as more projects have been capitalized and placed into service.
The increase was primarily driven by higher amortization of internally developed software as additional projects were capitalized and placed into service during the year ended December 31, 2025. To a lesser extent, amortization of the customer relationships intangible asset acquired from the TransactPay acquisition, which started in the third quarter of 2025, contributed to the increase.
The decrease was due to the lower consulting fees incurred year over year. 56 Table of Contents Occupancy expense increased by $1.6 million, or 37%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was driven by the $1.4 million impairment of the right-of-use assets associated with the Company's Oakland office.
Professional services expenses increased by $1.8 million, or 9%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. This increase was primarily due to an increase in administrative consulting services. Occupancy expense decreased by $2.2 million, or 37%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Investing Activities Net cash provided by investing activities consists primarily of maturities and sales of our investments in short-term investments and sale of equity method investments. Net cash used in investing activities consists primarily of purchases of short-term investments, purchases of property and equipment, and equity method investments.
Investing Activities Net cash flows from investing activities primarily consist of proceeds from maturities of short-term investments, offset by purchases of short-term investments, acquisitions of property and equipment, capitalized internal-use software development costs, and cash consideration for business combinations.
Net cash provided by investing activities was $70.8 million for the year ended December 31, 2024 compared to $38.5 million in the year ended December 31, 2023.
Net cash provided by investing activities increased to $271.1 million for the year ended December 31, 2025, from $70.8 million in the year ended December 31, 2024. This year-over-year improvement was primarily driven by $229.7 million in restricted cash acquired as part of the TransactPay acquisition and $28.9 million in additional proceeds from maturities of short-term investments.
Marqeta provides all of its customers with issuer processor services, and for most of its customers it also acts as a card program manager.
Marqeta provides the following offerings based on a customer’s desired level of control and responsibility: • Processing: Marqeta provides all of its customers with issuer processor services as our core offering.
As of December 31, 2024 $80.5 million remained available for future share repurchases under the 2024 Share Repurchase Program. 60 Table of Contents 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”).
As of December 31, 2025, $2.4 million of the holdbacks remain outstanding, retained solely for general indemnification purposes, and are expected to be released within one year, subject to any valid indemnification claims asserted prior to the scheduled release date. 58 Table of Contents Share Repurchase Our Board of Directors has periodically authorized share repurchase programs for repurchases of shares of our Class A common stock, including most recently on December 4, 2025, when our Board of Directors authorized an additional share repurchase program of up to $100 million of the Company’s Class A common stock (the “December 2025 Share Repurchase Program”).
Removed
In addition to providing the customer access to the Marqeta dashboard via our APIs, Marqeta also manages a number of the primary tasks related to launching a card program, such as defining and managing the program with the Card Networks and Issuing Bank, operating the program and managing certain profitability components, and managing compliance with applicable regulations, the Issuing Bank, and Card Network rules.
Added
In addition, Marqeta provides another service offering to manage compliance with applicable Card Network rules. • Program Management: Marqeta provides additional program management services that are required as part of a card program, including chargebacks and dispute resolution, reconciliation, and card fulfillment. • Value Added Services: Marqeta provides value added services that provide a more seamless experience for our customers, which include tokenization, real-time decisioning and fraud management, digital banking, and other customer experience services.
Removed
Also available are a variety of managed services, including dispute management, fraud scoring, card fulfillment, reconciliation, and cardholder support services. • Powered By Marqeta: With Powered By Marqeta, Marqeta also provides customers access to the Marqeta dashboard via our APIs, provides payment processing, and assists with certain configuration elements that enable the customer to use the platform independently.
Added
See the section titled “Business” under Part I, Item 1 of this Annual Report on Form 10-K for further discussion of our business and products.
Removed
Generally, our PxM customers are responsible for other elements of the card program, including defining and managing the program with the Card Networks and Issuing Bank as well as managing compliance with applicable regulations, the Issuing Bank, and Card Network rules.
Added
Minimum processing fees, where customers' processing volumes fall below certain thresholds, as well as transaction fees for utilizing other value-added services and program management features, are also included in processing and other fees. We recognize revenue when the promised services are complete, and our performance obligations are satisfied.
Removed
Given the modularity of the Marqeta platform, certain customers can also opt to incorporate some elements of MxM into their card program to create a custom solution. Many customers adopt some combination of the MxM managed services even when not adopting the full MxM offering.
Added
Conversely, the second quarter generally reflected the lowest incentive rates, as the annual measurement periods and cumulative transaction volume thresholds reset to lower levels. Effective in the second quarter of fiscal year 2025, we revised our accounting policy for estimating and recognizing network incentives.
Removed
In addition to the results determined in accordance with GAAP, the following table sets forth a key operating metric and non-GAAP financial measures that we consider useful in evaluating our operating performance.
Added
We now estimate and recognize network incentives based on the cumulative incentive rate we expect to earn over the annual measurement period. We estimate the cumulative incentive rates based on our forecasts for the annual measurement periods, which incorporates both historical experience and our expectations of future events, in addition to other qualitative considerations.
Removed
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−0 removed1 unchanged
Biggest changeInterest Rate Risk We had cash, cash equivalents, and short-term investments totaling $1.1 billion as of December 31, 2024. The fair value of our cash, cash equivalents, and short-term investments would not be significantly affected by either an i ncrease or decrease in interest rates due to the short-term maturities of the majority of these instruments.
Biggest changeInterest Rate Risk We had cash, cash equivalents, and short-term investments totaling $771.9 million as of December 31, 2025. The fair value of our cash, cash equivalents, and short-term investments would not be significantly affected by either an i ncrease or decrease in interest rates due to the short-term maturities of these instruments.
Because we classify our short-term investments as “available-for-sale”, no gains or losses are recognized in the Consolidated Statement of Operations and Comprehensive Loss due to changes in interest rates unless such securities are sold prior to maturity or declines in fair value are due to credit losses. We have the ability to hold all short-term investments until their maturities.
Because we classify our short-term investments as “available-for-sale”, no gains or losses are recognized in the Consolidated Statement of Operations and Comprehensive (Loss) Income due to changes in interest rates unless such securities are sold prior to maturity or declines in fair value are due to credit losses. We have the ability to hold all short-term investments until their maturities.
A hypothetical 100 basis point increase or decreas e in interest rates would not have a material effect on our financial results or financial condition. Foreign Currency Exchange Risk Most of our sales and operating expenses are denominated in U.S. dollars, and therefore our results of operations are not currently subject to significant foreign currency risk.
A hypothetical 100 basis point increase or decreas e in interest rates would not have a material effect on our financial results or financial condition. Foreign Currency Exchange Risk The majority of our sales and operating expenses are denominated in U.S. dollars, and therefore our results of operations are not currently subject to significant foreign currency risk.
As of December 31, 2024, a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have had a material impact on our Consolidated Financial Statements. 64 Table of Contents
As of December 31, 2025, a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have had a material impact on our Consolidated Financial Statements. 62 Table of Contents

Other MQ 10-K year-over-year comparisons