Marqeta, Inc.

Our board of directors is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders of Marqeta, Inc., including any adjournments, continuations, or postponements (the “Annual Meeting”) for the purposes set forth in this proxy statement for our Annual Meeting (the “Proxy Statement”). In this Proxy Statement, we refer to Marqeta, Inc. as “Marqeta,” the “Company,” “we,” “us,” or “our.” The contents of our websites are not intended to be incorporated by reference into this Proxy Statement or in any other report or document we file with the Securities and Exchange Commission (the “SEC”), and any references to our websites in this Proxy Statement are intended to be inactive textual references only, unless specifically noted otherwise.

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information you should consider when voting. Please carefully read the entire Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) before voting.

2023 Financial and Operating Highlights

Marqeta had a transformative fiscal year 20231:

•Total processing volume increased by 34% year-over-year, from $166 billion in 2022, to $222 billion in 2023.

•Net revenue decreased by $72 million, or (10%) year-over-year, primarily driven by the Company’s contract renewal with Cash App, which allowed for reduced pricing and also resulted in a change to revenue presentation. The impact of fees owed to issuing banks and card networks related to the Cash App primary card network volume, which are netted against revenue earned from the Cash App program within Net revenue, was a reduction of $234 million, negatively impacting the growth rate by 31 percentage points. In prior periods, these costs were included within Cost of Revenue.

•Gross profit increased by $10 million, or 3% year-over-year. Gross margin was 49% for fiscal year 2023.

•Net loss increased by $38 million, or 21%, year-over-year to $223 million, primarily driven by expenses related to the Company’s Power Finance acquisition.

•Adjusted EBITDA for fiscal year 2023 was a loss of $2 million, a $40 million year-over-year improvement.

(1)See reconciliation in Annex I - Key Operating Metric and Non-GAAP Financial Measures.

Our Director Nominees

You are being asked to vote on the election of the following three Class III director nominees. Detailed information about each director can be found beginning on page 11.

Our Board of Directors

Our board of directors embodies a diverse range of viewpoints, backgrounds, and skills that are vital to its effectiveness.

See page 11 for individual details for each director, including experience and qualifications.

Corporate Governance Highlights

Strong corporate governance practices are key to achieving our performance goals while maintaining the trust and confidence of our stockholders, customers, and other stakeholders. Our corporate governance practices are described in more detail beginning on page 16 and in our Corporate Governance Guidelines, which can be found at www.investors.marqeta.com/governance/governance-overview.

Executive Compensation Highlights

You are being asked to vote on an advisory basis on the compensation paid to the Company’s NEOs as described in this Proxy Statement, including the Compensation Discussion & Analysis and Compensation Tables beginning on page 30.

In January 2023, the compensation committee and the board of directors approved changes to the executive officer compensation that were intended to further strengthen the alignment of pay and performance, as well as focus executives on creating long-term stockholder value. These changes included:

2023 Compensation Highlights

Adjusting base salaries and bonus targets for our NEOs to align their cash compensation with our compensation philosophy and their role within the Company; and granting long-term equity awards in the form of both restricted stock units and stock options that generally vest over multiple years and align our executive compensation with the interests of our stockholders.

3 2024 PROXY STATEMENT

Compensation Philosophy and Objectives

We meet these objectives through our compensation mix, including base salary, short-term incentives, and long-term incentives.