Marqeta, Inc.

Previous wording

Adjusted EBITDA -Adjusted EBITDA is a non-GAAP financial measure that is calculated as Net income (loss) adjusted, as applicable, to exclude depreciation and amortization; share-based compensation expense; payroll tax related to share-based compensation; restructuring and other one-time costs; acquisition related expenses which consist of due diligence costs, transaction costs and integration costs related to potential or successful acquisitions and cash and non-cash postcombination compensation expenses; non-recurring litigation expense; income tax expense (benefit); and other income, net, which consists primarily of interest income from our short-term investments and cash deposits, impairment of financial instruments and realized foreign currency gains and losses. 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 income (loss) to Adjusted EBITDA.

Current wording

Adjusted EBITDA -Adjusted EBITDA is a non-GAAP financial measure that is calculated as Net income (loss) adjusted, as applicable, to exclude depreciation and amortization; share-based compensation expense; 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 income (loss) 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, as applicable, to exclude depreciation and amortization; share-based compensation expense; payroll tax related to share-based compensation; restructuring and other one-time costs; non-recurring litigation expense; and acquisition-related expenses which consists of due diligence costs, transaction cost and integration costs related to potential or successful acquisitions, and cash and non-cash postcombination compensation expenses. We believe that adjusted operating expenses is an important measure of operating performance because it allows management and our

Current wording

Adjusted Operating Expenses -Adjusted operating expenses is a non-GAAP financial measure that is calculated as Total operating expenses adjusted, as applicable, to exclude depreciation and amortization; share-based compensation expense; payroll tax related to share-based compensation; restructuring and other one-time costs; non-recurring litigation expense; and acquisition-related expenses which consists of due diligence costs, transaction cost and integration costs related to potential or successful acquisitions, and cash and non-cash postcombination compensation expenses. 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

Total platform services, net revenue increased by $24.4 million, or 18%, for the three months ended March 31, 2026, compared to the same period in 2025. 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.

Current wording

Total platform services, net revenue increased by $20.5 million, or 14%, for the three months ended June 30, 2026, compared to the same period in 2025. The overall increase in platform services revenue was primarily driven by a 32% 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

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 25%, in the three months ended March 31, 2026, compared to the same period in 2025. while TPV from all other customers, as a group, grew 58%, 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 26%, in the three months ended June 30, 2026, compared to the same period in 2025 while TPV from all other customers, as a group, grew 49%, 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 $7.8 million, or 19%, for the three months ended March 31, 2026, compared to the same period in 2025. This increase was primarily driven by higher Card Network and Issuing Bank fees associated with the 33% increase in TPV.

Current wording

Costs of revenue increased by $7.8 million, or 17%, for the three months ended June 30, 2026, compared to the same period in 2025. This increase was primarily driven by higher Card Network and Issuing Bank fees associated with the increase in TPV. In addition, we recognized higher costs related to card-related fulfillment, including card replacements and increased customer card shipments.

Previous wording

As the increase in costs of revenue was outpaced by the net revenue growth discussed above, gross profit increased by $18.9 million, or 19%, while gross margin remained flat for the three months ended March 31, 2026, compared to the same period in 2025.

Current wording

As the increase in costs of revenue was outpaced by the net revenue growth discussed above, gross profit increased by $17.8 million, or 17%, while gross margin remained flat for the three months ended June 30, 2026, compared to the same period in 2025.

Previous wording

Salaries, bonus, benefits, and payroll taxes decreased by $2.1 million, or 4%, for the three months ended March 31, 2026, compared to the same period in 2025. This decrease was primarily driven by lower post-combination compensation expenses for former Power Finance employees, an increase in capitalized salaries, bonus, and benefits costs related to internal-use software development in 2026, and lower year-over-year severance and one-time retention bonuses awarded to certain key employees. These were partially offset by a year-over-year increase in salaries, bonus, and contractor expenses as a result of an increase in headcount during the three months ended March 31, 2026, compared to the same period in 2025.

Current wording

Salaries, bonus, benefits, and payroll taxes increased by $1.6 million, or 3%, for the three months ended June 30, 2026, compared to the same period in 2025. This increase was primarily driven by a year-over-year increase in salaries, bonus, and contractor expenses as a result of an increase in headcount during the three months ended June 30, 2026, compared to the same period in 2025. The increase was partially offset by lower post-combination compensation expenses for former Power Finance employees, higher capitalized salaries, bonus, and benefits costs related to internal-use software development, and lower year-over-year severance and one-time retention bonuses awarded to certain key employees in the prior year.

Previous wording

Share-based compensation decreased by $5.9 million, or 23%, for the three months ended March 31, 2026, compared to the same period in 2025. This decrease was primarily driven by the fully vesting of higher grant-date fair value awards issued in prior years. These older awards are being replaced by new awards granted in more recent periods that carry lower grant-date fair values.

Current wording

Share-based compensation decreased by $4.7 million, or 17%, for the three months ended June 30, 2026, compared to the same period in 2025. This decrease was primarily driven by the full vesting of higher grant-date fair value awards issued in prior years. These older awards are being replaced by new awards granted in more recent periods that carry lower grant-date fair values.

Previous wording

Technology expenses increased by $3.3 million, or 22%, for the three months ended March 31, 2026, compared to the same period in 2025. This increase was mainly driven by higher software licenses and hosting costs to support system and tool implementations amid ongoing business growth.

Current wording

Technology expenses increased by $2.3 million, or 14%, for the three months ended June 30, 2026, compared to the same period in 2025. This increase was mainly driven by higher software licenses and hosting costs to support system and tool implementations amid ongoing business growth.

Previous wording

Depreciation and amortization expense increased by $3.5 million, or 66%, for the three months ended March 31, 2026, compared to the same period in 2025. This increase was primarily driven by higher amortization of internally developed software as additional projects were capitalized and placed into service, as well as amortization of the customer relationships intangible asset acquired from TransactPay in the third quarter of 2025.

Current wording

Depreciation and amortization expense increased by $3.0 million, or 46%, for the three months ended June 30, 2026, compared to the same period in 2025. This increase was primarily driven by higher amortization of internally developed software as additional projects were capitalized and placed into service, as well as amortization of the customer relationships intangible asset acquired from TransactPay in the third quarter of 2025.

Previous wording

Marketing and advertising expenses increased by $0.7 million, or 147%, for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to increased spending on brand campaigns and continued investment in marketing and advertising initiatives.

Current wording

Marketing and advertising expenses increased by $0.5 million, or 73%, for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to increased spending on brand campaigns and continued investment in marketing and advertising initiatives.

Previous wording

Other income, net decreased by $4.6 million, or 44%, for the three months ended March 31, 2026, compared to the same period in 2025. 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 and the first quarter of 2026. We also realized lower average yields during the first quarter of 2026 compared to the same period in 2025. This decrease was partially offset by a $0.9 million gain from the remeasurement of the Digital Products Earn-out liability related to the TransactPay acquisition during the three months ended March 31, 2026.

Current wording

Other income, net decreased by $4.4 million, or 50%, for the three months ended June 30, 2026, compared to the same period in 2025. 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 and the first half of 2026. We also realized lower average yields during the second quarter of 2026 compared to the same period in 2025.

Previous wording

Other services revenue increased by $2.4 million, or 33%, for the three months ended March 31, 2026, compared to the same period in 2025, primarily driven by professional services rendered for a certain network integration project that was completed in the first quarter of 2026.

Current wording

Other services revenue increased $7.4 million, or 51% in the six months ended June 30, 2026, compared to the same period in 2025, driven by higher card-related fulfillment, including card replacements and increased customer card shipments and professional services rendered for a certain network integration project that was completed in the first quarter of 2026.

Previous wording

Other operating expenses remained relatively flat for the three months ended March 31, 2026 compared to the same period in 2025.

Current wording

Professional services expenses remained relatively flat for the six months ended June 30, 2026, compared to the same period in 2025.

Previous wording

We generated 42% and 45% of our net revenue from our largest customer, Block, during the three months ended March 31, 2026 and 2025, respectively.

Current wording

We generated 42% and 45% of our net revenue from our largest customer, Block, during the six months ended June 30, 2026 and 2025, respectively.

Previous wording

As of March 31, 2026, our primary sources of liquidity consisted of cash, cash equivalents, and short-term investments totaling $712.1 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. We believe our existing cash and cash equivalents and our short-term investments will be sufficient to meet our working capital and capital expenditure needs for more than the next 12 months. As of the date of filing this Quarterly Report on Form 10-Q, we have access to and control over all our cash, cash equivalents, and short-term investments, with the exception of restricted cash. The majority of our restricted cash amounts are held solely for safeguarding customer funds in connection with TransactPay’s card and e-money wallet programs, and are not available for our general corporate purposes or operations.

Current wording

As of June 30, 2026, our primary sources of liquidity consisted of cash, cash equivalents, and short-term investments totaling $700.9 million, held primarily for working capital purposes. Our cash equivalents and short-term investments consisted 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. We believe our existing cash and cash equivalents and our short-term investments will be sufficient to meet our working capital and capital expenditure needs for more than the next 12 months. As of the date of filing this Quarterly Report on Form 10-Q, we have access to and control over all our cash, cash equivalents, and short-term investments, with the exception of restricted cash. The majority of our restricted cash amounts are held solely for safeguarding customer funds in connection with TransactPay’s card and e-money wallet programs, and are not available for our general corporate purposes or operations.

Previous wording

Our Board of Directors has periodically authorized share repurchase programs for repurchases of shares of our Class A common stock, including most recently on December 4, 2025, when our Board of Directors authorized an additional share repurchase program of up to $100 million of the Company’s Class A common stock (the “December 2025 Share Repurchase Program”). Under the December 2025 Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, in privately negotiated transactions, or by other means, in accordance with applicable federal securities laws, including through trading plans under Rule 10b5-1 of the Exchange Act. The number of shares repurchased and the timing of purchases are based on general business and market conditions, and other factors, including legal requirements. The December 2025 Share Repurchase Program has no set expiration date. As of March 31, 2026, $52.4 million remained available for future share repurchases under the December 2025 Share Repurchase Program.

Current wording

Our Board of Directors has periodically authorized share repurchase programs for repurchases of shares of our Class A common stock. Most recently, on August 3, 2026, our Board of Directors authorized an additional share repurchase program authorizing the Company to purchase up to an aggregate of $150 million of the Company’s Class A common stock (the “August 2026 Share Repurchase Program”). This August 2026 Share Repurchase Program is distinct from the existing December 2025 Share Repurchase Program, which, as of the date of this filing, has been fully completed with no authorization remaining. Under the August 2026 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. The timing and total amount of any stock repurchases will be determined at management's discretion and depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices and other considerations. The execution of the repurchase program will be consistent with the Company's capital allocation strategy, which prioritizes investments to grow the business. The August 2026 Share Repurchase Program has no set expiration date, and does not obligate Marqeta to acquire a specific number of shares of Class A common stock and may be canceled or suspended at any time without notice.

Previous wording

We believe our existing cash and cash equivalents, and short-term investments of $712.1 million as of March 31, 2026, 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 $700.9 million as of June 30, 2026, 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 March 31, 2026, we had $281.3 million in restricted cash, of which $280.3 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.

Current wording

As of June 30, 2026, we had $262.6 million in restricted cash, of which $260.4 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.

Previous wording

Net cash used in operating activities was $3.4 million for the three months ended March 31, 2026, compared to net cash provided by operating activities of $10.0 million for the same period in 2025. The year-over-year change was primarily driven by unfavorable working capital timing, particularly related to network incentive receivables and settlement receivables, which was partially offset by higher gross profit and lower operating expenses and year-over-year growth in the revenue share payable.

Current wording

Net cash provided by operating activities was $59.8 million for the six months ended June 30, 2026, compared to net cash provided by operating activities of $22.5 million for the same period in 2025. The year-over-year change was primarily driven by higher gross profit and favorable working capital timing, particularly related to network incentive receivables, partially offset by higher operating expenses.

Previous wording

Net cash provided by investing activities increased by $1.2 million to $16.1 million for the three months ended March 31, 2026, from $14.9 million in the same period in 2025. This increase was primarily due to additional proceeds from maturities of short-term investments, partially offset by additional investments in internal-use software.

Current wording

Net cash provided by investing activities decreased by $40.5 million to $35.3 million for the six months ended June 30, 2026, from $75.7 million in the same period in 2025. This decrease was primarily due to fewer maturities of short-term investments and higher capitalization of internal-use software.

Previous wording

Net cash used in financing activities decreased to $74.5 million for the three months ended March 31, 2026, from $117.0 million in the same period in 2025. This decrease was primarily due to lower repurchases of our Class A common stock, partially offset by changes in funds payable and amounts due to customers

Current wording

Net cash used in financing activities decreased to $158.9 million for the six months ended June 30, 2026, from $288.5 million in the same period in 2025. The decrease was primarily due to lower repurchases of our Class A common stock, partially offset by a $2.7 million contingent consideration payment related to the TransactPay acquisition.