Marqeta, Inc.

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

1. Business Overview and Basis of Presentation

Marqeta, Inc. (“the Company”) was incorporated in the state of Delaware in 2010 and creates digital payment technology for innovation leaders. The Company's modern card issuing platform empowers its customers to create customized and innovative payment card programs, giving them the configurability and flexibility to build better payment experiences.

The Company provides all of its customers issuer processor services and for most of its customers it also acts as a card program manager. The Company primarily earns revenue from processing card transactions for its customers.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission, (“SEC”), for interim reporting. Certain information and note disclosures included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The Condensed Consolidated Balance Sheet as of December 31, 2024 has been derived from the Company’s audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 26, 2025. The accompanying Condensed Consolidated Financial Statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Annual Report on Form 10-K.

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying Condensed Consolidated Financial Statements reflect all adjustments of a normal, recurring nature considered necessary for a fair presentation of the Company's consolidated financial position, results of operations, comprehensive loss, and cash flows for the interim periods presented. The interim results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or for any other future annual or interim period.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make various estimates and assumptions relating to reported amounts of assets and liabilities, disclosure of contingent liabilities, and reported amounts of revenue and expenses. Significant estimates and assumptions include, but are not limited to, the fair value and useful lives of assets acquired and liabilities assumed through business combinations, the estimation of contingent liabilities, the fair value of equity awards and warrants, share-based compensation, the estimation of variable consideration in contracts with customers, the cumulative network incentive rate the Company expects to earn during the annual measurement period, the reserve for contract contingencies and processing errors and valuation of income taxes. Actual results could differ materially from these estimates.

Business Risks and Uncertainties

The Company has incurred net losses each quarter since its inception with the exception of the quarter ended June 30, 2024. The Company had an accumulated deficit of $810.4 million as of September 30, 2025. The Company expects to incur net losses from operations for the foreseeable future as it incurs costs and expenses related to creating new products for customers, acquiring new customers, developing its brand, expanding into new geographies and continued development of the existing platform infrastructure. The Company believes that its cash and cash equivalents of $747.2 million and short-term investments of $83.2 million as of September 30, 2025 are sufficient to fund its operations through at least the next twelve months from the issuance of these financial statements.

2. Summary of Significant Accounting Policies

Significant Accounting Policies

Costs of Revenue

The Company has marketing and incentive arrangements with Card Networks that provide the Company 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. The Company accounts for these incentives as a reduction of Card Network fees within Costs of Revenue in customer arrangements where the Company acts as the principal. As processing volumes increase, the Company earns a higher cumulative incentive rate, subject to achieving specific cumulative volume thresholds within an annual measurement period. For certain incentive arrangements, the annual measurement period may not align with the Company’s fiscal year.

Prior to the second quarter of fiscal year 2025, the Company recognized network incentives in the period when cumulative transaction volume thresholds were met, which was due to insufficient data to reliably estimate the incentives the Card Networks would ultimately earn over the respective annual period. This approach resulted in fluctuations in Card Network fees, particularly when thresholds were reached, as higher incentive rates were applied retroactively to the entire measurement period. Historically, the Company has earned the highest incentive rates in the first quarter of its fiscal year, when annual measurement periods are nearing completion and higher cumulative transaction volume thresholds are achieved. 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, the Company revised its accounting policy for estimating and recognizing network incentives. The Company now estimates and recognizes network incentives based on the cumulative incentive rates it expects to earn over the annual measurement period. The Company estimates the cumulative incentive rates based on its forecasts for the annual measurement periods, which incorporate both historical experience and our expectations of future events, in addition to other qualitative considerations. The 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 September 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.

Uncollected incentives are included in network incentives receivable on the Condensed Consolidated Balance Sheets. The Company's contracts with Card Networks and Issuing Banks generally have terms ranging between three tofive years, with options for renewal inone- totwo-year increments upon mutual agreement.

Restricted Cash

As of September 30, 2025, restricted cash primarily consisted of (i) cash used to secure a letter of credit for the Company’s office lease in Oakland, California, and (ii) funds held by TransactPay on behalf of its customers related to card and electronic money (“e-money”) wallet programs. The restricted cash associated with these customer funds arose from the Company’s acquisition of TransactPay on July 31, 2025 (see Note 4, “Business Combinations,” for further details). These funds represent program collateral, safeguarded funds, or settlement balances required to support timely transaction settlement. In the normal course of business, TransactPay receives customer funds in exchange for e-money issued or spent funds within the transaction settlement period for payments to the card networks. TransactPay must comply with applicable safeguarding requirements for customer funds, which is generally satisfied by maintaining cash or cash equivalents in segregated bank accounts. Accordingly, cash and cash equivalents held to meet TransactPay’s safeguarding, collateral or settlement requirements are classified as restricted cash on the Company’s Condensed Consolidated Balance Sheet. Corresponding obligations to the TransactPay customers are recognized as funds payable and amounts due to customers within current liabilities on the Condensed Consolidated Balance Sheet, reflecting the Company's custodial role.

The restricted cash acquired in the TransactPay acquisition is reflected as an investing inflow in the Condensed Consolidated Statement of Cash Flows.

Settlement of Payment Transactions

Generally, customers deposit a certain amount of pre-funding into accounts maintained at Issuing Banks to settle their payment transactions. For Marqeta's operations, these pre-funding amounts may only be used to settle customers' payment transactions and are not considered assets of the Company. Unlike TransactPay’s operations in Gibraltar and Malta, which are subject to safeguarding requirements for customer funds under the applicable jurisdictional regulations, Marqeta’s operations in other geographies, including the United States, are not required to comply with such regulations as there are no equivalent safeguarding rules. Accordingly, the funds held in customers’ accounts at Issuing Banks are not reflected on the Company’s Condensed Consolidated Balance Sheets.

Previously, the Company maintained cash balances as collateral with certain issuing bank partners in the event customers funds were not deposited at the Issuing Banks in time to settle customer transactions with the Card Networks. These deposits are no longer subject to such collateral requirements, and as such, the Company reclassified certain cash balances amounting to $7.0 million held at Issuing Banks from restricted cash to cash and cash equivalents during the three months ended September 30, 2025.

Funds payable and amounts due to customers

Following the acquisition of TransactPay on July 31, 2025, the Company recognizes liabilities related to the customer funds held in connection with card and e-money wallet programs that are classified as restricted cash.

Program managers and corporate customers prefund the prepaid cards issued by TransactPay. Upon receipt of the prefunding from these program managers and the issuance of e-money, TransactPay records a liability equal to the value of the prefunding and the e-money issued. This liability remains outstanding until the funds are redeemed or utilized by the end-users.

These obligations are presented as Funds payable and amounts due to customers in the Company’s Condensed Consolidated Balance Sheet. Prior to the TransactPay acquisition, the Company did not hold such customer funds or recognize the related liabilities.

Changes in funds payable and amounts due to customers are presented as cash flows from financing activities in the Company’s Condensed Consolidated Statement of Cash Flows. This classification aligns with the underlying nature of these balances, which represent funds received in exchange for electronic money and advances received by the Company on behalf of program managers and end-users.

There have been no other material changes to our significant accounting policies from our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”)issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The standard is effective for the Company’s annual period beginning January 1, 2025, with interim disclosures required for the period beginning January 1, 2026. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The standard will be adopted prospectively, and the Company anticipates the standard will increase the extent of its tax disclosures.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (“ASU 2024-03”). ASU 2024-03 is intended to improve disclosures about a public business entity's expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The amendments in this ASU are effective for the Company in fiscal 2027 on a retrospective basis, with early adoption permitted. The Company is currently evaluating the operational and financial reporting implications of this standard.

In September 2025, the FASB issued Accounting Standards Update No. 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” ("ASU 2025-06"). ASU 2025-06 modernizes the accounting for internal-use software costs by increasing the operability of the recognition guidance considering different methods of software development. ASU 2025-06 can be applied prospectively, retrospectively, or with a modified transition approach, and is effective for the Company for annual reporting as well as interim period reporting beginning in fiscal year 2028 with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its condensed consolidated financial statements and disclosures.

3. Revenue

Disaggregation of Revenue

The following table provides information about disaggregated revenue from customers:

Contract Balances

The following table provides information about contract assets and deferred revenue:

Net revenue recognized during the three months ended September 30, 2025 and 2024 that was included in the deferred revenue balances at the beginning of the respective periods was $5.0 million and $2.7 million, respectively. Net revenue recognized during the nine months ended September 30, 2025 and 2024 that was included in the deferred revenue balances at the beginning of the respective periods was $12.0 million and $7.2 million, respectively.

Remaining Performance Obligations

The Company has performance obligations associated with commitments in customer contracts for future stand-ready obligations to process transactions throughout the contractual term. As of September 30, 2025, the aggregate transaction price allocated to our remaining performance obligations was $44.1 million. The Company expects to recognize approximately 65% withintwo years and the remaining 35% over the next three tofive years.

4. Business Combinations

TransactPay

On July 31, 2025, the Company completed its acquisition of Neptune International Ltd, an exempted company limited by shares incorporated under the laws of Bermuda, and purchased Transact Payments Limited (collectively, with its affiliates, “TransactPay”). TransactPay provides BIN Sponsorship, E-money Licensing, and Virtual Account services in the UK and Europe. The Company’s acquisition of TransactPay strengthens its card program management in Europe and bolsters its digital payment capabilities in the UK and Europe, where e-money institution (“EMI”) licenses are required for issuing and managing electronic money.

The preliminary purchase price consisted the following:

Holdback Consideration

Pursuant to the terms of the merger agreement, the Company retained $3.5 million in holdback consideration, with $2.3 million for indemnification purposes and $1.2 million for post-closing adjustments, collectively, the “Holdbacks”. These Holdbacks serve to secure the sellers’ obligations with respect to pre-closing representations and warranties, potential indemnification claims, and post-closing purchase price adjustments. The Company has recognized a corresponding liability for the Holdbacks in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet, reflecting the contingent nature of these amounts and their expected settlement within one year.

Contingent Consideration

As part of the acquisition, the Company agreed to provide additional contingent consideration in the form of two earn-out arrangements, which would be payable to the sellers upon satisfaction of specified post-closing performance conditions through December 31, 2025. These earn-outs are classified as liabilities and are reported in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet. The earn-outs were initially measured at fair value as of the closing date, with subsequent changes in fair value recognized in earnings until settlement. The following details the earn-outs:

•Regulatory Improvement Earn-out - $2.3 million payable on an all or nothing basis if no enforcement actions, investigations, or proceedings are pending against TransactPay by any relevant regulatory authorities in Malta, Gibraltar, and/or the United States as of December 31, 2025.

•Digital Products Earn-out - Up to $3.4 million payable based on the achievement of escalating gross profit thresholds for TransactPay’s digital products in the year ended December 31, 2025.

In determining the fair value of these earn-out liabilities at Closing, the Company evaluated the probability of achieving the respective performance conditions, considering the short time frame from closing to the December 31, 2025 measurement date, along with historical and projected operational metrics. For the Regulatory Improvement Earn-Out, a high probability of success was assigned based on the lack of material regulatory issues resulting in inclusion of the full $2.3 million in the purchase price. For the Digital Products Earn-Out, a Monte Carlo simulation model was utilized, incorporating actual digital products gross profit performance through the quarter ended September 30, 2025, and forward-looking projections for the remainder of 2025, which yielded an estimated fair value of $1.3 million. These fair value estimates are Level 3 measurements under ASC 820, subject to significant unobservable inputs, and may be adjusted in future periods based on changes in anticipated outcomes.

The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed at the closing date:

The purchase price allocation for the TransactPay acquisition remains preliminary as of September 30, 2025, and is subject to revision for certain acquired assets and assumed liabilities. In particular, the Company continues to evaluate facts and circumstances that existed as of the closing date, which may result in adjustments to provisional amounts for identifiable intangible assets, deferred tax assets and/or liabilities, and purchase consideration. Any measurement period adjustments will be recognized prospectively in the period in which the adjustments are determined, with the measurement period ending as soon as sufficient information is obtained or no later than one year from the closing date.

Restricted cash and Funds payable and amounts due to customers

The restricted cash acquired consists of funds held on behalf of customers in segregated accounts as part of program management activities for card and e-money wallet programs. These funds function as collateral or settlement balances to facilitate timely transaction processing, and the Company is subject to restrictions on their use to ensure compliance with regulatory safeguarding requirements. Notwithstanding these restrictions, the Company bears the associated credit risk and retains the right to earn interest on the balances. Accordingly, the Company has concluded that these funds qualify as its assets and are classified as restricted cash on the Condensed Consolidated Balance Sheet. Corresponding obligations to the customers are recognized as funds payable and amounts due to customers within current liabilities on the Condensed Consolidated Balance Sheet, reflecting the Company's custodial role.

Customer Relationships

The customer relationships intangible asset, which represents established relationships with program managers and end-users, was determined to have an estimated useful life of two years. The fair value was estimated using the replacement cost method, which considers the hypothetical costs to recreate these relationships.

EMI Licenses

The EMI licenses, which permit the issuance of e-money in relevant jurisdictions, have no fixed expiration date and can be renewed indefinitely, provided ongoing regulatory requirements, such as periodic filings and payment of required fees, are met. Accordingly, these are classified as indefinite-lived intangible assets and are not subject to amortization but will be tested for impairment annually or more frequently if indicators exist. The fair value of the EMI licenses was determined using the income approach, specifically the “with-and-without” method, which estimates the incremental economic benefit attributable to the licenses by comparing the present value of projected cash flows with and without the licenses in place.

Goodwill

The goodwill is attributable to expected synergies. The acquisition is a non-taxable business combination and goodwill recognized in the acquisition is not deductible for tax purposes.

Acquisition Costs

The Company incurred approximately $2.9 million acquisition related costs, of which $1.0 million was recognized during the three months ended December 31, 2024 and $0.8 million and $1.9 million were recognized during the three and nine months ended September 30, 2025, respectively, and are primarily included in professional services on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

The results of operations of TransactPay have been included in the Company’s Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income from the acquisition date of July 31, 2025, through September 30, 2025. The results of operations of TransactPay for periods prior to the acquisition date were not material to the Company’s consolidated statements of operations. Accordingly, supplemental pro forma financial information has not been presented.

5. Goodwill and Intangible Assets, net

Goodwill

Goodwill consisted of the following:

Intangible Assets, net

The following table presents the Intangible assets resulting from the Company’s business combinations as of the dates presented:

The amortization period for developed technology and customer relationships intangible assets is 7 years and 2 years, respectively. Amortization expense for intangible assets was $2.0 million and $1.5 million for the three months ended September 30, 2025 and 2024, respectively, and $5.0 million and $4.4 million for the nine months ended September 30, 2025 and 2024, respectively.

Expected future amortization expense for intangible assets was as follows as of September 30, 2025:

6. Short-term Investments

The Company's short-term investments are classified as available-for-sale securities and recorded at fair value within Current assets in the Condensed Consolidated Balance Sheets. These investments may be sold at anytime to support operational needs, even prior to maturity.

The following table provides the amortized cost, unrealized gain, and estimated fair value of the Company's short-term investments:

The Company didnot have any short-term investments in unrealized loss positions as of September 30, 2025 and December 31, 2024. Generally, the Company does not intend to sell short-term investments that have unrealized losses, and does not anticipate that it is more likely than not that it will be required to sell such securities before any anticipated recovery of the entire amortized cost basis.

There wereno realized gains or losses from short-term investments that were reclassified out of accumulated other comprehensive loss for both the three and nine months ended September 30, 2025 and 2024. The Company determined there were no material credit or non-credit related impairments as of September 30, 2025.

The following table summarizes the stated maturities of the Company’s short-term investments:

7. Fair Value Measurements

The following tables present the fair value hierarchy for assets and liabilities measured at fair value:

The Company classifies money market funds, U.S. treasury bills, commercial paper, certificates of deposit, U.S. treasury securities, asset-backed securities, and corporate debt securities within Level 1 or Level 2 of the fair value hierarchy because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The Company classifies the fair value of contingent consideration liability within Level 3 of the fair value hierarchy due to significant inputs that are not observable in the market, including the probability of achieving the milestones, estimated gross profit and discount rates.

There were no transfers of financial instruments between the fair value hierarchy levels during the three and nine months ended September 30, 2025, or the year ended December 31, 2024.

8. Certain Balance Sheet Components

Property and Equipment, net

Property and equipment consisted of the following:

Depreciation and amortization expense related to property and equipment was $5.6 million and $2.9 million for the three months ended September 30, 2025 and 2024, respectively and $14.6 million and $7.5 million for the nine months ended September 30, 2025 and 2024, respectively.

The Company capitalized $11.0 million and $5.6 million as internal-use software development costs during the three months ended September 30, 2025, and 2024, respectively, and $30.5 million and $20.2 million during the nine months ended September 30, 2025, and 2024, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

9. Leases

In 2016, the Company entered into a lease agreement for its principal executive office located in Oakland, California (the “Oakland lease”), for 19,000 square feet of office space, which was subsequently amended resulting in a total of 63,000 square feet of office space being leased. The Company’s lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms. The Company is responsible for operating expenses that exceed the amount of base operating expenses as defined in the original lease agreement.

During the second quarter of 2025, the Company amended its Oakland lease, extending the term for certain floors by 24 months. The lease modification was not accounted for as a separate contract, and the extension has been accounted for as an operating lease. Accordingly, the Company recorded an increase to the Operating lease right-of-use assets, net and Operating lease liabilities, net of current portion in the Condensed Consolidated Balance Sheets of approximately $3.5 million, which represents the present value of the lease payments for the 24-month extension.

As part of the TransactPay acquisition (see Note 4, “Business Combinations,” for further details), the Company assumedtwo operating leases for office space in Malta and Gibraltar expiring in October 2029 and October 2035, respectively. Consistent with the Oakland lease, these lease arrangements consist primarily of fixed rental payments in exchange for the right to use the underlying leased assets over the respective lease terms, with no significant variable lease payments or purchase options. As of the acquisition date, the Company recognized right-of-use assets and corresponding operating lease liabilities of $2.5 million based on the present value of the remaining lease payments.

The Company's operating lease costs are as follows:

The Company does not have any sublease income and its lease agreements do not contain any residual value guarantees or material restrictive covenants.

The weighted average remaining operating lease term and the weighted average discount rate used in the calculation of the Company's lease assets and lease liabilities were as follows:

Maturities of operating lease liabilities by year are as follows as of September 30, 2025:

As of September 30, 2025, the Company had additional operating lease commitments of approximately $1.9 million on an undiscounted basis for a certain office lease that will commence during the fourth quarter of 2025, with a lease term ofthree years.

10. Commitments and Contingencies

Letter of Credit and Restricted Cash

In connection with the Oakland lease, the Company is required to provide the landlord a $1.5 million letter of credit. The Company has secured this letter of credit by depositing $1.5 million with the issuing financial institution. In April 2025, the lease was amended, which extended the lease for a reduced amount of office space bytwo years. As part of the extension, the letter of credit will be reduced to $0.9 million effective on March 1, 2026, with an expiration date of February 2028. As of September 30, 2025, $0.9 million of restricted cash is recorded in other assets on the Condensed Consolidated Balance Sheet to reflect the extended obligation, while the remaining $0.6 million, not required after February 2026, is recorded in current assets as restricted cash.

As previously disclosed in Note 2, “Summary of Significant Accounting Policies” and Note 4, “Business Combinations”, restricted cash also includes customer funds held by TransactPay in segregated accounts as part of its program management activities related to card and e-money wallet programs. As of September 30, 2025, the balance of restricted cash associated with these customer funds was $233.9 million, of which $42.8 million is invested in money market funds.

Legal Contingencies

From time to time in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings. Given the unpredictable nature of legal proceedings, the Company bases its assessment on the information available at the time the financials are available to be issued. As additional information becomes available, the Company reassesses the probability of the loss contingency and the potential liability, and may revise the estimate. The Company is currently involved in the following matters:

On December 9, 2024, a putative securities class action lawsuit, captioned Wai v. Marqeta, Inc., et al., Case No. 24-cv-08874 (N.D. Cal.), was filed in federal court in the Northern District of California (“Court”) against the Company, its former Chief Executive Officer, and its Chief Financial Officer (“Defendants”) alleging violations of federal securities laws. The lawsuit asserted that Defendants made false or misleading statements relating to the Company’s performance or revenue and gross profit expectations in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

On December 10, 2024, a second putative securities class action lawsuit, captioned Ford v. Marqeta, Inc., et al., Case No. 24-cv-08892 (N.D. Cal.), was filed in the same Court against the same Defendants alleging violations of the same federal securities laws. The second lawsuit asserted similar theories of liability as the first lawsuit. 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. 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. The Company 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. The settlement is subject to further documentation and judicial approvals. The Company has recorded a legal contingency expense of $4.3 million during the three and nine months ended September 30, 2025, which represents the Company’s probable loss amount related to the Securities Actions and is included within other operating expenses on the Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income. This expense is based upon the remaining retention of the Company’s Directors & Officers Insurance Policy, pursuant to which the Company is responsible for the first $5.0 million of expenses incurred, inclusive of legal defense fees, of which the Company has paid approximately $0.7 million as of September 30, 2025. Insurance proceeds are expected to cover any amount of the settlement above the Company’s $5.0 million self-insured retention. The determination that the insurance recovery of any figure higher than the Company’s self-insured retention is based on the terms of the applicable insurance policies and the Company’s communications with the insurers.

The settlement liability is recorded in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet, and an other asset has been established for the amount the Company expects to receive from the insurers, which is recorded in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheet.

On February 4, 2025, a putative shareholder derivative lawsuit, captioned Smith v. Khalaf, et al., Case No. 25-cv-01174 (N.D. Cal.), was filed in the same Court against the Company’s former Chief Executive Officer, its Chief Financial Officer, and its Board of Directors (as then constituted), and names the Company as a nominal defendant. 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 lawsuits, captioned Ojserkis v. Khalaf, et al., Case No. 25-cv-01883 (N.D. Cal.) and Preciado v. Khalaf, 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.

Settlement of Payment Transactions

As described in Note 2, “Summary of Significant Accounting Policies,” pre-funding amounts deposited by program management customers into accounts maintained at Issuing Banks may only be used to settle customers’ payment transactions, and are not subject to same safeguarding regulations as TransactPay’s customer funds, and as such, are not considered assets of the Company. Accordingly, the funds held in customers’ accounts at Issuing Banks are not reflected on the Company’s Condensed Consolidated Balance Sheets. If a customer does not have sufficient funds to settle a transaction, the Company is liable to the Issuing Bank to settle the transaction and would therefore incur losses if such amounts cannot be subsequently recovered from the customer. The Company did not incur losses of this nature during the three and nine months ended September 30, 2025 and 2024, respectively.

Indemnifications

In the ordinary course of business, the Company enters into agreements of varying scope and terms pursuant to which it agrees to indemnify customers, Card Networks, Issuing Banks, vendors, lessors, and other parties with respect to certain matters, including, but not limited to, losses or expenses arising out of the breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. With respect to Issuing Banks, the Company has received requests for indemnification from time to time and may indemnify an Issuing Bank for losses such Issuing Bank may incur for non-compliance with applicable laws and regulations, if those losses resulted from the Company’s failure to perform under its program agreement. No significant claims have been incurred during the three and nine months ended September 30, 2025 and 2024.

In addition, the Company has entered into indemnification agreements with its directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. As of September 30, 2025 and December 31, 2024, no demands have been made upon the Company to provide indemnification under such agreements, and the Company is not aware of any claims that could have a material effect on its Condensed Consolidated Financial Statements.

The Company also includes service level commitments to its customers, warranting certain levels of performance and permitting these customers to receive credits in the event the Company fails to meet the levels outlined in their respective agreements. No material credits were issued during the three and nine months ended September 30, 2025 and 2024.

11. Stock Incentive Plans

The following table presents the share-based compensation expense by award type recognized within the following line items in the Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income and Condensed Consolidated Balance Sheet in the periods presented:

Restricted Stock Units and Performance Share Units

A summary of the Company's restricted stock units (RSUs) and performance-based restricted stock units (PSUs) activity under the Plans was as follows:

As of September 30, 2025, unrecognized compensation expense related to unvested RSUs and PSUs was $151.5 million. These costs are expected to be recognized over a weighted-average period of 1.9 years.

Stock Options

A summary of the Company's stock option activity under the Plans is as follows:

(1) Intrinsic value is calculated based on the difference between the exercise price of in-the-money-stock options and the fair value of the common stock as of the respective balance sheet dates.

(2) The 2011 Plan allows for early exercise of stock options. Accordingly, options granted under this plan are included as exercisable stock options regardless of vesting status.

As of September 30, 2025, aggregate unrecognized compensation expense related to unvested outstanding stock options was $3.5 million. These costs are expected to be recognized over a weighted-average period of 1.0 years.

12. Stockholders’ Equity Transactions

Share Repurchase Programs

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”). Under the 2024 Share Repurchase Program, the Company was authorized to repurchase shares through open market purchases, in privately negotiated transactions or by other methods, in accordance with applicable federal securities laws, including through trading plans under Rule 10b5-1 of the Exchange Act. Repurchase decisions, including timing and volume of repurchases, are based on general business and market conditions, and other factors, including legal requirements. The 2024 Share Repurchase Program had no set expiration date and was fully completed during the first quarter of 2025.

On February 25, 2025, the Company’s Board of Directors authorized an additional share repurchase program for up to $300 million of the Company’s Class A common stock (the “2025 Share Repurchase Program”). 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. Repurchase decisions are based on general business and market conditions, and other factors, including legal requirements. The 2025 Share Repurchase Program has no set expiration date.

During the nine months ended September 30, 2025, the Company repurchased approximately 19.2 million shares under the 2024 Share Repurchase Program for a total cost of $80.5 million, at an average price of $4.20 per share. The aggregate cost of the shares repurchased and the related transaction costs and excise taxes of $1.1 million during the nine months ended September 30, 2025 are reflected as a reduction to common stock and Additional paid-in capital on the Company’s Condensed Consolidated Balance Sheet.

During the three and nine months ended September 30, 2025, the Company repurchased approximately 3.2 million and 45.5 million shares under the 2025 Share Repurchase Program for $19.3 million and $212.4 million, at an average price of $6.12 and $4.67 per share, respectively. The aggregate cost of the shares repurchased and the related transaction costs and excise taxes of $0.1 million and $2.7 million during the three and nine months ended September 30, 2025, respectively, are reflected as a reduction to

Common stock and Additional paid-in capital on the Company’s Condensed Consolidated Balance Sheet. As of September 30, 2025, $87.6 million remained available for future share repurchases under the 2025 Share Repurchase Program.

During the three and nine months ended September 30, 2024, the Company repurchased approximately 9.4 million and 20.4 million shares in the open market under the 2024 Share Repurchase Program for $48.4 million and $107.5 million at an average price of $5.15 and $5.28 per share, respectively. The aggregate cost of the shares repurchased and the related transaction costs and excise taxes of $0.5 million and $1.2 million during the three and nine months ended September 30, 2024 are reflected as a reduction to Common stock and Additional paid-in capital on the Company’s Condensed Consolidated Balance Sheets.

Additionally, during the nine months ended September 30, 2024, the Company repurchased 5.2 million shares under the 2023 Share Repurchase Program authorized in May 2023 (the “2023 Share Repurchase Program”) for $32.8 million, at an average price of $6.27 per share. Repurchases under the 2023 Share Repurchase Program were completed during the first quarter of 2024.

13. Net (Loss) Income Per Share Attributable to Common Stockholders

Basic net (loss) income per share is computed by dividing the net (loss) income by the weighted-average number of shares of common stock outstanding during the period. Diluted net (loss) income per share is computed by dividing net (loss) income by the weighted-average number of shares of common stock outstanding adjusted for the dilutive effect of all potential shares of common stock. In periods when the Company reported a net loss, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive items are anti-dilutive.

The Company calculated basic and diluted net (loss) income per share attributable to common stockholders as follows:

As the liquidation and dividend rights are identical for Class A common stock and Class B common stock, the undistributed earnings are allocated on a proportionate basis and the resulting income or loss per share will, therefore, be the same for both Class A common stock and Class B common stock on an individual or combined basis.

The following potentially dilutive securities were excluded from the computation of diluted net loss per share during the three and nine months ended September 30, 2025 and the three months ended September 30, 2024 because including them would have had an anti-dilutive effect as the Company was in a loss position during the periods:

Potentially dilutive securities that were excluded from the computation of diluted net income per share because including them would have had an anti-dilutive effect were as follows:

14. Income Tax

The Company recorded an income tax expense of $0.5 million and $0.1 million for the three months ended September 30, 2025 and 2024, respectively, and $0.9 million and $0.4 million for the nine months ended September 30, 2025 and 2024, respectively. Income tax expense for both respective periods was primarily attributable to income tax expense in profitable foreign jurisdictions.

The Company is subject to income tax audits in the U.S. and foreign jurisdictions. The Company records liabilities related to uncertain tax positions and believes that it has provided adequate reserves for income tax uncertainties in all open tax years.

In July 2025, Congress passed and the President signed into law H.R. 1, the One Big Beautiful Bill Act (the "Tax Act"), which addresses certain business tax provisions enacted as a part of the 2017 Tax Cuts and Jobs Act including restoration of 100% bonus depreciation under Section 168(k) and Section 174 expensing for US-based research. Accounting Standards Codification Topic 740, Income Taxes, (“Topic 740”) requires the tax impacts to be included in the reporting period that includes the date the Tax Act was signed into law. As the Tax Act was enacted in the third quarter of fiscal year 2025, the Company reflected the impacts of the Tax Act in its income tax expense beginning in the third quarter of fiscal year 2025. Due to the Company's full valuation allowance on its net deferred tax assets, these tax law changes did not have a significant effect on the Company's financial position or results of operations.

15. Concentration Risks and Significant Customers

Financial instruments that potentially expose the Company to concentration of credit risk consist of cash and cash equivalents, short-term investments, and accounts receivable. Cash and cash equivalents held with financial institutions may exceed federally insured limits, posing potential credit risk.

As of September 30, 2025 and December 31, 2024, short-term investments were $83.2 million and $179.4 million, respectively, and there was no concentration of securities of the same issuer with an aggregate fair value greater than 5% of the total balance, except for U.S. treasury securities, which amounted to $72.1 million, or 87%, at September 30, 2025 and $168.9 million, or 94%, at December 31, 2024, respectively.

A significant portion of the Company's payment transactions are settled throughone Issuing Bank, Sutton Bank. For the three months ended September 30, 2025 and 2024,63% and 69%, respectively, of Total Processing Volume, which is the total dollar amount of payments processed through the Company’s platform, net of returns and chargebacks, was settled through Sutton Bank. For the nine months ended September 30, 2025 and 2024,65% and 72%, respectively, of Total Processing Volume was settled through Sutton Bank.

The Company derives a significant portion of its revenue from one customer. This customer accounted for 44% and 47% net revenue for the three months ended September 30, 2025 and 2024, respectively, and 45% and 48% for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, two separate customers accounted for 16% and 12% of the Company’s accounts receivable balance. As of December 31, 2024, two separate customers accounted for 13% and 10% of the Company’s accounts receivable balance.

16. Segment Information

The Company's chief operating decision maker (“CODM”) is its Chief Executive Officer and Chief Financial Officer, who regularly reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company provides a single, global, cloud-based, open API platform for modern card issuing and transaction processing, and primarily earns revenue from processing card transactions for its customers. As such, the Company operates as a single operating segment and reporting unit.

The CODM assesses performance and decides how to allocate resources based on consolidated net income or loss as the measure of profit and loss and consolidated total assets. The measure of segment assets is reported on the balance sheet as total assets. The CODM uses net income or loss in the annual budgeting process and subsequent monitoring of budget versus actual results as well as in assessing the return on consolidated total assets.

The following is the information used by the CODM in assessing segment performance:

1 The Company operates as a single reportable segment that is managed on a consolidated basis, therefore the Company’s segment net (loss) income is the same as the Company’s consolidated net (loss) income.

Net revenue outside of the United States, based on the billing address of the customer, was 14% and 10%, for the three months ended September 30, 2025 and 2024, respectively, and was 13% and 9%, for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025 and December 31, 2024, tangible long lived assets outside of the US were not material and not used by the CODM in assessing and evaluating financial performance and allocating resources.