Marqeta, Inc.

Previous wording

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; income tax expense; 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. We believe that Adjusted EBITDA 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. Additionally, we utilize Adjusted EBITDA as an input into our calculation of our annual employee bonus plans and performance-based restricted stock units. 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.

Current wording

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; 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. We believe that Adjusted EBITDA 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. Additionally, we utilize Adjusted EBITDA as an input into our calculation of our annual employee bonus plans and performance-based restricted stock units. 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.

Previous wording

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; 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. 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 operating expenses to Adjusted operating expenses.

Current wording

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; 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; and non-recurring litigation expense. 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 operating expenses to Adjusted operating expenses.

Previous wording

Platform services revenue, net. Platform services revenue includes Interchange Fees, net of Revenue Share and other service-level payments to customers, and Card Network and Issuing Bank costs for certain customer arrangements where the Company is an agent in the delivery of services to the customer. Platform services revenue also includes processing and other fees. “Interchange Fees” are transaction-based and volume-based fees set by a Card Network and paid by a merchant bank to the Issuing Bank that issued the payment card used to purchase goods or services from a merchant. We earn 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.

Current wording

Platform services revenue, net. Platform services revenue includes Interchange Fees, net of Revenue Share and other service-level payments to customers, and Card Network and Issuing Bank costs for certain customer arrangements where the Company is an agent in the delivery of services to the customer. Platform services revenue also includes processing and other fees. “Interchange Fees” are transaction-based and volume-based fees set by a Card Network and paid by a merchant bank to the Issuing Bank that issued the payment card used to purchase goods or services from a merchant. 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.

Previous wording

Effective in the second quarter of fiscal year 2025, we revised our accounting policy for estimating and recognizing network incentives. 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. The estimated cumulative incentive rates are applied to the volume and/or number of transactions processed during the reporting period to calculate the quarterly network incentives recognized. As a result of this policy revision, the Card Network incentives recognized during the three months ended June 30, 2025 were $6.8 million higher compared to the amount that would have been recognized under the previous policy.

Current wording

Effective in the second quarter of fiscal year 2025, we revised our accounting policy for estimating and recognizing network incentives. 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. The estimated cumulative incentive rates are applied to the volume and/or number of transactions processed during the reporting period to calculate the quarterly network incentives recognized. As a result of this policy revision, the Card Network incentives recognized during the three months ended June 30, 2025 were $1.3 million lower compared to the amount that would have been recognized under the previous policy. The cumulative impact of the revised policy on Card Network incentives recognized from April 1, 2025 through September 30, 2025 was $5.5 million higher than the amount that would have been recognized under the previous policy.

Previous wording

In July 2025, the One Big Beautiful Bill Act (H.R. 1, the “Tax Act”) was signed into law, reinstating certain provisions from the 2017 Tax Cuts and Jobs Act, including 100% bonus depreciation under Section 168(k) and immediate expensing of U.S.-based research costs under Section 174. We are currently evaluating the impact of these tax law changes on our financial condition and results of operations. Based on our preliminary assessment, we do not expect the Tax Act to have a material impact on our overall tax expense or effective tax rate for the year ending December 31, 2025.

Current wording

In July 2025, the One Big Beautiful Bill Act (H.R. 1, the “Tax Act”) was signed into law, reinstating certain provisions from the 2017 Tax Cuts and Jobs Act, including 100% bonus depreciation under Section 168(k) and immediate expensing of U.S.-based research costs under Section 174. We are currently evaluating the impact of these tax law changes on our financial condition and results of operations. Due to the full valuation allowance on our deferred tax assets, we do not expect the Tax Act to have a material impact on our overall tax expense or effective tax rate for the year ending December 31, 2025.

Previous wording

Total platform services, net revenue increased by $23.9 million, or 20%, for the three months ended June 30, 2025, compared to the same period in 2024. The overall increase in platform services revenue was primarily driven by a 29% increase in TPV, partially offset by unfavorable shifts in our card program mix, particularly the expansion of programs where we provide processing services with minimal or no program management.

Current wording

Total platform services, net revenue increased by $34.0 million, or 28%, for the three months ended September 30, 2025, compared to the same period in 2024. The overall increase in platform services revenue was primarily driven by a 33% increase in TPV, partially offset by unfavorable shifts in our card program mix, particularly the expansion of programs where we provide processing services with minimal or no program management.

Previous wording

Other services revenue increased $1.3 million, or 21%, in the three months ended June 30, 2025, compared to the same period in 2024, driven by higher card-related fulfillment, including one-time card replacements and increased customer card shipments.

Current wording

Other services revenue increased $1.4 million, or 22%, in the three months ended September 30, 2025, compared to the same period in 2024, driven by higher card-related fulfillment, including one-time card replacements and increased customer card shipments.

Previous wording

The increase in TPV was driven by strong performance across all our major use cases, particularly financial services, lending including buy-now-pay later, and expense management. TPV for our top five customers, based on their individual processing volumes in each respective period, increased by 19% in the three months ended June 30, 2025, compared to the same period in 2024, while TPV from all other customers, as a group, grew by 70% over the same period. Note that the composition of the top five customers may differ between the two periods.

Current wording

The increase in TPV was driven by strong performance across all our major use cases, particularly financial services, lending including buy-now-pay later, and expense management. TPV for our top five customers, based on their individual processing volumes in each respective period, increased by 22% in the three months ended September 30, 2025, compared to the same period in 2024, while TPV from all other customers, as a group, grew by 72% over the same period. Note that the composition of the top five customers may differ between the two periods.

Previous wording

Costs of revenue increased by $0.4 million, or 1%, for the three months ended June 30, 2025, compared to the same period in 2024. This increase was driven by higher Card Network and Issuing Bank fees related to the 29% increase in TPV, but was mostly offset by $6.8 million higher network incentives recognized during the three months ended June 30, 2025 as a result of the revised accounting policy. Card Network fees are reported net of monetary incentives from Card Networks for processing volume during the period.

Current wording

Costs of revenue increased by $10.9 million, or 29%, for the three months ended September 30, 2025, compared to the same period in 2024. This increase was driven by higher Card Network and Issuing Bank fees related to the 33% increase in TPV.

Previous wording

As the increase in costs of revenue was outpaced by the net revenue growth discussed above, gross profit increased by $24.7 million, or 31%, and gross margin improved by approximately 6 percentage points for the three months ended June 30, 2025, compared to the same period in 2024.

Current wording

As the increase in costs of revenue was outpaced by the net revenue growth discussed above, gross profit increased by $24.4 million, or 27%, and gross margin remained flat for the three months ended September 30, 2025, compared to the same period in 2024.

Previous wording

Salaries, bonus, benefits, and payroll taxes decreased by $12.5 million, or 19%, for the three months ended June 30, 2025, compared to the same period in 2024. This decrease was primarily driven by lower post-combination compensation expenses for former Power Finance employees and an increase in capitalized salaries, bonus, and benefits costs related to internal-use software development in 2025. These savings were partially offset by the expense incurred during the three months ended June 30, 2025 associated with the one-time retention bonuses given to certain key employees following the departure of our former CEO in the first quarter of 2025, which were not incurred in the same period in 2024.

Current wording

Salaries, bonus, benefits, and payroll taxes decreased by $6.1 million, or 9%, for the three months ended September 30, 2025, compared to the same period in 2024. This decrease was primarily driven by lower post-combination compensation expenses for former Power Finance employees and an increase in capitalized salaries, bonus, and benefits costs related to internal-use software development in 2025. These savings were partially offset a year-over-year increase in bonus expense and expenses incurred during the three months ended September 30, 2025 related to one-time retention bonuses given to certain key employees following the departure of our former CEO in the first quarter of 2025, which were not incurred in the same period in 2024.

Previous wording

Share-based compensation decreased by $9.2 million, or 25%, for the three months ended June 30, 2025, compared to the same period in 2024, mainly due to the forfeitures of stock based awards.

Current wording

Share-based compensation decreased by $10.0 million, or 28%, for the three months ended September 30, 2025, compared to the same period in 2024, mainly due to higher year-over-year forfeitures of stock based awards and the full vesting of older stock option awards exceeding the expense associated with newer restricted stock unit awards. No new stock options have been granted in recent years.

Previous wording

Professional services expenses decreased by $0.6 million or 12%, for the three months ended June 30, 2025, compared to the same period in 2024 due to lower legal and consulting fees.

Current wording

Professional services expenses increased by $0.8 million or 16%, for the three months ended September 30, 2025, compared to the same period in 2024 due to higher legal and consulting fees.

Previous wording

Occupancy expense decreased by $0.4 million or 30%, for the three months ended June 30, 2025, compared to the same period in 2024. The decrease is due to the impairment of the right-of-use asset associated with our Oakland office recorded during the fourth quarter of 2024.

Current wording

Occupancy expense decreased slightly during the three months ended September 30, 2025 compared to the same period in 2024, which was largely due to the impairment of the right-of-use asset associated with our Oakland office recorded during the fourth quarter of 2024.

Previous wording

Depreciation and amortization expense increased by $2.7 million, or 68%, for the three months ended June 30, 2025 compared to the same period in 2024. This increase was primarily driven by higher amortization of internally developed software as additional projects were capitalized and placed into service.

Current wording

Depreciation and amortization expense increased by $2.6 million, or 58%, for the three months ended September 30, 2025 compared to the same period in 2024. This increase was primarily driven by higher amortization of internally developed software as additional projects were capitalized and placed into service.

Previous wording

Marketing and advertising expenses remained relatively flat for the three months ended June 30, 2025 compared to the same period in 2024.

Current wording

Marketing and advertising expenses increased by $0.3 million, or 54%, for the three months ended September 30, 2025 compared to the same period in 2024, which was driven by our continued investment in marketing.

Previous wording

Other income, net decreased by $5.4 million, or 38%, for the three months ended June 30, 2025, compared to the same period in 2024. This decrease was primarily driven by lower interest income from our short-term investment portfolio and cash balances, as average balances were lower due to $162.9 million of share repurchases completed in the quarter. We also realized lower average yields during the second quarter of 2025 compared to the same period in 2024.

Current wording

Other income, net decreased by $6.5 million, or 47%, for the three months ended September 30, 2025, compared to the same period in 2024. This decrease was primarily driven by lower interest income from our short-term investment portfolio and cash balances, as average balances were lower due to share repurchases completed in 2025. We also realized lower average yields during the third quarter of 2025 compared to the same period in 2024.

Previous wording

We generated 46% and 47% of our net revenue from our largest customer, Block, during the three months ended June 30, 2025 and 2024, respectively.

Current wording

We generated 44% and 47% of our net revenue from our largest customer, Block, during the three months ended September 30, 2025 and 2024, respectively.

Previous wording

Total platform services, net revenue increased by $41.8 million, or 18%, for the six months ended June 30, 2025, compared to the same period in 2024. The overall increase in platform services revenue was primarily driven by a 28% increase in TPV, partially offset by unfavorable shifts in our card program mix, particularly the expansion of programs where we provide processing services with minimal or no program management.

Current wording

Total platform services, net revenue increased by $75.8 million, or 21%, for the nine months ended September 30, 2025, compared to the same period in 2024. The overall increase in platform services revenue was primarily driven by a 30% increase in TPV, partially offset by unfavorable shifts in our card program mix, particularly the expansion of programs where we provide processing services with minimal or no program management.

Previous wording

Other services revenue increased $4.4 million, or 44% in the six months ended June 30, 2025, compared to the same period in 2024, driven by higher card-related fulfillment, including one-time card replacements and increased customer card shipments.

Current wording

Other services revenue increased $5.8 million, or 36% in the nine months ended September 30, 2025, compared to the same period in 2024, driven by higher card-related fulfillment, including one-time card replacements and increased customer card shipments.

Previous wording

The TPV increase was driven by robust growth across all major use cases, particularly financial services, lending including buy-now-pay later, and expense management. TPV for our top five customers, based on their individual processing volumes in each respective period, grew by 19% for the six months ended June 30, 2025, compared to the same period in 2024. TPV from all other customers, as a group, increased by 67% in the six months ended June 30, 2025, compared to the same period in 2024. Note that the composition of the top five customers may differ between the two periods.

Current wording

The TPV increase was driven by robust growth across all major use cases, particularly financial services, lending including buy-now-pay later, and expense management. TPV for our top five customers, based on their individual processing volumes in each respective period, grew by 20% for the nine months ended September 30, 2025, compared to the same period in 2024. TPV from all other customers, as a group, increased by 69% in the nine months ended September 30, 2025, compared to the same period in 2024. Note that the composition of the top five customers may differ between the two periods.

Previous wording

Costs of revenue increased by $7.0 million for the six months ended June 30, 2025, compared to the same period in 2024. This increase was primarily driven by a 28% increase in TPV, but was partially offset by $6.8 million of higher network incentives recognized during the second quarter as a result of the revised accounting policy. Card Network fees are presented net of monetary incentives from Card Networks for processing volume during the period.

Current wording

Costs of revenue increased by $17.9 million for the nine months ended September 30, 2025, compared to the same period in 2024. This increase was primarily driven by a 30% increase in TPV, but was partially offset by $5.5 million of higher network incentives recognized during the second and third quarter as a result of the revised accounting policy. Card Network fees are presented net of monetary incentives from Card Networks for processing volume during the period.

Previous wording

Salaries, bonus, benefits, and payroll taxes decreased by $16.1 million, or 12%, for the six months ended June 30, 2025, compared to the same period in 2024. This decrease was primarily driven by lower year-over-year post-combination compensation expenses for former Power Finance employees and an increase in capitalized salaries, bonus, and benefits costs related to internal-use software development during six months ended June 30, 2025. These savings were partially offset by expenses incurred during the six months ended June 30, 2025 associated with restructuring and one-time retention bonuses given to certain key employees following the departure of our former CEO in the first quarter of 2025, which were not incurred in the same period in 2024.

Current wording

Salaries, bonus, benefits, and payroll taxes decreased by $22.2 million, or 11%, for the nine months ended September 30, 2025, compared to the same period in 2024. This decrease was primarily driven by lower year-over-year post-combination compensation expenses for former Power Finance employees and an increase in capitalized salaries, bonus, and benefits costs related to internal-use software development during nine months ended September 30, 2025. These savings were partially offset a year-over-year increase in bonus expense and expenses incurred during the nine months ended September 30, 2025 related to one-time retention bonuses given to certain key employees following the departure of our former CEO in the first quarter of 2025, which were not incurred in the same period in 2024.

Previous wording

Share-based compensation decreased by $14.6 million, 22%, for the six months ended June 30, 2025, compared to the same period in 2024, mainly due to the forfeitures of stock based awards, including those related to the CEO’s departure during the first quarter of 2025.

Current wording

Share-based compensation decreased by $24.6 million, 24%, for the nine months ended September 30, 2025, compared to the same period in 2024, mainly due to higher year-over-year forfeitures of stock based awards, including those related to the CEO’s departure during the first quarter of 2025, as well as the full vesting of older stock option awards outpacing the expense from newer restricted stock unit awards. No new stock options have been granted in recent years.

Previous wording

Technology expenses increased by $3.0 million, or 11%, for the six months ended June 30, 2025, compared to the same period in 2024, mainly driven by higher licensing and hosting costs to support system and tool implementations amid ongoing business growth.

Current wording

Technology expenses increased by $3.7 million, or 8%, for the nine months ended September 30, 2025, compared to the same period in 2024, mainly driven by higher licensing and hosting costs to support system and tool implementations amid ongoing business growth.

Previous wording

Professional services expenses increased by $1.2 million, or 14%, for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to higher consulting fees.

Current wording

Professional services expenses increased by $2.0 million, or 15%, for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to higher consulting and legal fees.

Previous wording

Occupancy expense decreased by $0.5 million, or 23%, for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to the impairment of the right-of-use asset associated with our Oakland office recorded during the fourth quarter of 2024.

Current wording

Occupancy expense decreased by $0.7 million, or 19%, for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to the impairment of the right-of-use asset associated with our Oakland office recorded during the fourth quarter of 2024.

Previous wording

Depreciation and amortization increased by $4.5 million, or 60%, for the six months ended June 30, 2025, compared to the same period in 2024. This increase was primarily driven by higher amortization of internally developed software as additional projects were capitalized and placed into service.

Current wording

Depreciation and amortization increased by $7.1 million, or 59%, for the nine months ended September 30, 2025, compared to the same period in 2024. This increase was primarily driven by higher amortization of internally developed software as additional projects were capitalized and placed into service.

Previous wording

The Executive chairman long-term performance award decreased by 100% for the six months ended June 30, 2025, compared to the same period in 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.

Current wording

The Executive chairman long-term performance award decreased by 100% for the nine months ended September 30, 2025, compared to the same period in 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.

Previous wording

Other income, net decreased by $8.8 million, or 31%, for the six months ended June 30, 2025, compared to the same period in 2024. This decrease was primarily driven by lower interest income from our short-term investment portfolio and cash balances, as average balances were lower due to $193.1 million of share repurchases completed during the six months ended June 30, 2025. We also realized lower average yields during the six months ended June 30, 2025 compared to the same period in 2024.

Current wording

Other income, net decreased by $15.3 million, or 37%, for the nine months ended September 30, 2025, compared to the same period in 2024. This decrease was primarily driven by lower interest income from our short-term investment portfolio and cash balances, as average balances were lower due to $212.4 million of share repurchases completed during the nine months ended September 30, 2025. We also realized lower average yields during the nine months ended September 30, 2025 compared to the same period in 2024.

Previous wording

We generated 45% and 48% of our net revenue from our largest customer, Block, during the six months ended June 30, 2025 and 2024, respectively.

Current wording

We generated 45% and 48% of our net revenue from our largest customer, Block, during the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

(2) Restructuring and other one-time costs include the costs associated with the transition of our CEO and other one-time costs related to retention bonuses provided to other key employees. These bonuses have service requirements and are expensed over the requisite service period.

Current wording

(2) Restructuring and other one-time costs include the costs associated with the transition of our former CEO and other one-time costs related to retention bonuses provided to other key employees. These bonuses have service requirements and are expensed over the requisite service period.

Previous wording

As of June 30, 2025, our primary sources of liquidity consisted of cash, cash equivalents, and short-term investments totaling $821.6 million, held primarily for working capital purposes. 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, commercial paper, certificates of deposit, and corporate debt securities. We have historically incurred significant operating losses, as reflected in our accumulated deficit, and anticipate continued operating losses for the foreseeable future.

Current wording

As of September 30, 2025, our primary sources of liquidity consisted of cash, cash equivalents, and short-term investments totaling $830.5 million, held primarily for working capital purposes. Our cash equivalents and short-term investments were comprised primarily of bank deposits, money market funds, U.S. treasury bills, U.S. treasury securities, asset-backed securities, commercial paper, certificates of deposit, and corporate debt securities. We have historically incurred significant operating losses, as reflected in our accumulated deficit, and anticipate continued operating losses for the foreseeable future.

Previous wording

On February 25, 2025, our Board of Directors authorized a new share repurchase program for up to $300 million of our Class A common stock (the “2025 Share Repurchase Program”). Repurchases may be executed through open market purchases, privately negotiated transactions, or other methods, in compliance with applicable federal securities laws, including Rule 10b5-1 trading plans under the Exchange Act. Repurchase decisions are based on general business and market conditions, legal requirements, and other relevant factors. The 2025 Share Repurchase Program has no set expiration date. During the six months ended June 30, 2025, we repurchased approximately 42.3 million shares for $193.1 million under this program. As of June 30, 2025, $106.9 million remained available for future share repurchases.

Current wording

On February 25, 2025, our Board of Directors authorized a new share repurchase program for up to $300 million of our Class A common stock (the “2025 Share Repurchase Program”). Repurchases may be executed through open market purchases, privately negotiated transactions, or other methods, in compliance with applicable federal securities laws, including Rule 10b5-1 trading plans under the Exchange Act. Repurchase decisions are based on general business and market conditions, legal requirements, and other relevant factors. The 2025 Share Repurchase Program has no set expiration date. During the nine months ended September 30, 2025, we repurchased approximately 45.5 million shares for $212.4 million under this program. As of September 30, 2025, $87.6 million remained available for future share repurchases.

Previous wording

On May 6, 2024, the our Board of Directors authorized a $200 million share repurchase program for our Class A common stock (the "2024 Share Repurchase Program"), following the exhaustion of the $200 million 2023 Share Repurchase Program in the first quarter of fiscal year 2024. Repurchases under the 2024 Share Repurchase Program were made through open market purchases, privately negotiated transactions, or other methods, in accordance with applicable federal securities laws, including Rule 10b5-1 trading plans of the Exchange Act. Repurchase decisions were based on general business and market conditions, legal requirements, and other factors. During the six months ended June 30, 2025, we repurchased approximately 19.2 million shares for $80.5 million, fully utilizing the 2024 Share Repurchase Program authorization.

Current wording

On May 6, 2024, the our Board of Directors authorized a $200 million share repurchase program for our Class A common stock (the "2024 Share Repurchase Program"), following the exhaustion of the $200 million 2023 Share Repurchase Program in the first quarter of fiscal year 2024. Repurchases under the 2024 Share Repurchase Program were made through open market purchases, privately negotiated transactions, or other methods, in accordance with applicable federal securities laws, including Rule 10b5-1 trading plans of the Exchange Act. Repurchase decisions were based on general business and market conditions, legal requirements, and other factors. During the nine months ended September 30, 2025, we repurchased approximately 19.2 million shares for $80.5 million, fully utilizing the 2024 Share Repurchase Program authorization.

Previous wording

On February 3, 2023, we acquired all outstanding stock of Power Finance Inc. (“Power Finance”). As part of the terms of the acquisition, we 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 from the acquisition date, subject to forfeiture upon termination. As of June 30, 2025, $3.2 million of the postcombination cash compensation arrangements remained outstanding.

Current wording

On February 3, 2023, we acquired all outstanding stock of Power Finance Inc. (“Power Finance”). As part of the terms of the acquisition, we 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 from the acquisition date, subject to forfeiture upon termination. As of September 30, 2025, $2.1 million of the postcombination cash compensation arrangements remained outstanding.

Previous wording

We believe our existing cash and cash equivalents, and short-term investments of $821.6 million as of June 30, 2025, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. As of the date of filing this Quarterly Report on Form 10-Q, we maintain full access to and control over all our cash, cash equivalents and short-term investments, except amounts held as restricted cash. Our future capital requirements will depend on many factors, such as continued investment in product development, platform infrastructure, share repurchases, potential strategic acquisitions, capital expenditures, and global expansion. We plan to allocate cash to support ongoing business investments, infrastructure enhancements, and non-cancellable purchase commitments with cloud-computing service providers and certain Issuing Banks.

Current wording

We believe our existing cash and cash equivalents, and short-term investments of $830.5 million as of September 30, 2025, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. As of the date of filing this Quarterly Report on Form 10-Q, we maintain full access to and control over all our cash, cash equivalents and short-term investments, except amounts held as restricted cash. Our future capital requirements will depend on many factors, such as continued investment in product development, platform infrastructure, share repurchases, potential strategic acquisitions, capital expenditures, and global expansion. We plan to allocate cash to support ongoing business investments, infrastructure enhancements, and non-cancellable purchase commitments with cloud-computing service providers and certain Issuing Banks.

Previous wording

As of June 30, 2025, we had $8.5 million in restricted cash which included a $7.0 million deposit held at an Issuing Bank to serve as collateral to ensure settlement of our customers' transactions with the Card Networks, in the event that customer funds are not deposited in time. Restricted cash also includes $1.5 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 June 30, 2025 Condensed Consolidated Balance Sheet.

Current wording

As of September 30, 2025, we had $235.4 million in restricted cash, of which $233.9 million is related to the cash and cash equivalents held by TransactPay on behalf of its customers related to card and e-money wallet programs. Restricted cash also includes $1.5 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 September 30, 2025 Condensed Consolidated Balance Sheet.

Previous wording

Net cash provided by operating activities was $22.5 million for the six months ended June 30, 2025, a decrease from $26.1 million for the same period in 2024. The year-over-year decrease was primarily driven by the unfavorable timing of settlements for network incentive receivables and accrued expenses and other liabilities, which was partially offset by higher gross profit and lower operating expenses.

Current wording

Net cash provided by operating activities was $109.3 million for the nine months ended September 30, 2025, an increase from $33.4 million for the same period in 2024. The year-over-year increase was primarily driven by higher gross profit and lower operating expenses and the favorable timing of settlements for network incentive receivables and revenue share payable.

Previous wording

Net cash provided by investing activities primarily consists of proceeds from maturities of short-term investments, while net cash used in investing activities primarily includes purchases of short-term investments, purchases of property and equipment, and capitalized costs for internal-use software development.

Current wording

Net cash provided by investing activities primarily consists of proceeds from maturities of short-term investments, while net cash used in investing activities primarily includes purchases of short-term investments, purchases of property and equipment, capitalized costs for internal-use software development, and business combinations.