Marqeta, Inc.

Our board of directors (the “Board”) is soliciting your proxy to vote at the 2025 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, 2024 (“fiscal year 2024”) (the “2024 Annual Report”) before voting.

2024 Financial and Operating Highlights

Marqeta had a transformative fiscal year 20241:

•Total Processing Volume increased by 31% year-over-year, from $222 billion in 2023 to $291 billion in 2024.

•Net Revenue decreased by $169 million, or 25% 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 the 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 $265 million, negatively impacting the growth rate by 39%. In prior periods, these costs were included within Cost of Revenue.

•Gross Profit increased by $22 million, or 7% year-over-year. Gross Margin was 69% for the year ended December 31, 2024.

•Net Income increased by $250 million year-over-year to $27 million, primarily driven by the one-time reversal of $145 million in share-based compensation recognized in prior years stemming from the forfeiture of the Executive Chairman Long-Term Performance Award, as well as increases in gross profit growth and lower operating expenses.

•Adjusted EBITDA for the year ended December 31, 2024 was earnings of $29 million, a $31 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 I director nominees. Detailed information about each director can be found beginning on page 8.

About Marqeta

Marqeta’s mission is modernizing financial services by making the entire payment experience native and delightful. Marqeta’s modern platform empowers our customers to create customized and innovative payment card programs, giving them configurability and flexibility. When our customers come to us to build a payments solution, they are not just building a card, they are building a payments experience.

Our platform encompasses debit, prepaid, and credit programs, and provides banking and money movement, risk management, and rewards products. We also deliver robust card program management, allowing our customers to embed Marqeta in their offerings without having to build certain complex elements or customer support services.

Our Board of Directors

Our directors possess a diverse range of skills, experience, qualifications, and perspectives, as well as a range of tenures, that allow the Board to effectively oversee the business, ensuring alignment with long term strategic decisions and the interests of our stockholders.

See page 8 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.

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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 29.

For fiscal year 2024, the Compensation Committee and the Board approved changes to 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:

2024 Compensation Highlights

•Adjusted base salaries and bonus targets for our NEOs to align their cash compensation with market pay levels, our compensation philosophy, and each executive’s role within the Company.•Granted long-term equity awards in the form of both time-based restricted stock units and performance-based restricted stock units.

Our executive compensation program is designed to:

•Recruit, reward, and retain highly qualified executive officers. •Align the long-term interests of stockholders and executive officers.•Motivate our executive officers by giving them a stake in our growth.•Provide compensation packages that are competitive and reasonable relative to peers, the overall market, and individual performance.

We meet these objectives through our compensation mix, including base salary, short-term incentives, including annual cash incentives (“ACI”), and long-term incentives.

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