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 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, 2025 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, 2025, which was filed with the SEC on February 24, 2026. 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 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 income (loss), and cash flows for the interim periods presented. The interim results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026, or for any other future annual or interim period.

Reverse Stock Split

On June 30, 2026, following approval by the Company’s stockholders at the 2026 Annual Meeting of Stockholders on June 10, 2026, the Company effected a one-for-four reverse stock split of its issued and outstanding shares of Class A common stock and Class B common stock, together with a proportional reduction in the number of authorized shares of Class A, Class B, and preferred stock (the “Reverse Stock Split”). The Reverse Stock Split was effected by filing a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation. As a result of the Reverse Stock Split, every four shares of the Company’s Class A common stock or Class B common stock were automatically combined and converted into one share of the respective class of stock. The Reverse Stock Split did not change the par value per share of the Company’s common or preferred stock, nor did it alter the relative rights, preferences, or privileges of the holders of such stock. As a result, the aggregate par value of outstanding common stock was reduced proportionately, with a corresponding increase to additional paid-in capital. Total stockholders’ equity remained unchanged. No fractional shares were issued in connection with the Reverse Stock Split, and stockholders who otherwise would have been entitled to a fractional share received cash in lieu thereof.

All share-related and per share information presented in the accompanying condensed consolidated financial statements and notes thereto has been retroactively adjusted to reflect the Reverse Stock Split for all prior periods presented, as if the split had occurred at the beginning of the earliest period presented.

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, and valuation of income taxes, including the realizability of deferred tax assets and the related valuation allowance. Actual results could differ materially from these estimates.

Business Risks and Uncertainties

Prior to the quarter ended March 31, 2026, the Company incurred net losses in each quarter since its inception, with the exception of the quarter ended June 30, 2024, which was primarily due to the forfeiture of the Executive Chairman Long-Term Incentive Award. As of September 30, 2026, the Company had an accumulated deficit of $681.0 million. The Company believes that its cash and cash equivalents of $697.5 million and short-term investments of $0.7 million as of September 30, 2026 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

There have been no material changes to the Company’s significant accounting policies from the Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Recent Accounting Pronouncements

In May 2025, the FASB issued Accounting Standards Update No. 2025-04, “Compensation — Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer” (“ASU 2025-04”). ASU 2025-04 clarifies that share-based consideration granted to a customer is measured and classified in accordance with ASC Topic 718, and that the variable consideration constraint of ASC Topic 606 does not apply to such awards. The update also explicitly incorporates conditions based on customer purchases or contract execution into the definition of "performance conditions," requiring the Company to estimate vesting probability upfront under ASC Topic 718. Finally, the standard eliminates the accounting policy election to record forfeitures as they occur for customer share-based awards, requiring that forfeitures be estimated.

The Company early adopted ASU 2025-04 on a modified retrospective basis as of January 1, 2026. As of the adoption date, all previously issued customer common stock warrants had fully vested and none remained outstanding. Remaining capitalized warrant assets from previous vestings continue to be amortized as a reduction of net revenue over the remaining contract term. Because the previously issued warrants had already fully vested, the adoption of this standard did not have any impact on the Company’s condensed consolidated financial statements as of the adoption date. Warrants issued during the three and nine months ended September 30, 2026 were assessed and accounted for in accordance with the guidance in ASU 2025-04.

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 fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company plans to adopt this pronouncement in line with these effective dates. While the Company is currently evaluating the operational and financial reporting implications of this standard, the Company expects the adoption of ASU 2024-03 to result in enhanced disclosures regarding the type and nature of expenses included within the financial statement line items or similarly disaggregated expense disclosures.

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 ASU changes the timing of when certain costs begin to be capitalized for internal-use software projects, while retaining the criteria for what costs are capitalized and when capitalization ceases. The Company is currently evaluating the impact of adopting ASU 2025-06 on its condensed consolidated financial statements and related 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, 2026 and 2025 that was included in the deferred revenue balances at the beginning of the respective periods was $3.2 million and $5.0 million, respectively. Net revenue recognized during the nine months ended September 30, 2026 and 2025 that was included in the deferred revenue balances at the beginning of the respective periods was $7.4 million and $12.0 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, 2026, the aggregate transaction price allocated to our remaining performance obligations was $36.2 million. The Company expects to recognize approximately 79% withintwo years and the remaining 21% over the next three tofive years.

4. Business Combinations

TransactPay

The Company completed its acquisition of TransactPay on July 31, 2025. Refer to Note 4, “Business Combinations,” to theconsolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional information regarding this acquisition. The measurement period for the acquisition ended during the three months ended September 30, 2026. The Company finalized the purchase price and allocation of the purchase price during that period with no adjustments to the amounts reported as of December 31, 2025. As part of the acquisition agreement, the Company withheld a portion of the shareholder closing consideration to cover potential losses for indemnified events (the "Indemnification Holdback"). The Company released the Indemnification Holdback during the three months ended September 30, 2026 for $2.2 million. As a result, no Indemnification Holdback liability was outstanding as of September 30, 2026.

Contingent Consideration

As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the acquisition of TransactPay includedtwo earn-out arrangements (the “Regulatory Improvement Earn-out” of $2.3 million and the “Digital Products Earn-out” of up to $3.4 million) payable upon satisfaction of specified post-closing performance conditions. The digital products relate to an emerging line of business that was not part of TransactPay’s core operations at the time of acquisition. The accruals for both earn-outs were included as part of accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheet as of December 31, 2025.

As of December 31, 2025, the Company had accrued approximately $2.3 million for the Regulatory Improvement Earn-out and approximately $1.3 million for the Digital Products Earn-out, reflecting management’s best estimate of the amounts expected to be paid based on the facts and circumstances available at that time.

During the three months ended March 31, 2026, the Company remeasured the Digital Products Earn-out liability based on updated gross profit information, reducing the accrual by $0.9 million. This reduction was recognized as a gain in Other income, net in the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2026.

In April 2026, the Company settled both earn-out arrangements for an aggregate payment of approximately $2.7 million, consisting of $2.3 million for the Regulatory Improvement Earn-out and $0.4 million for the Digital Products Earn-out. As a result, no contingent consideration liability was outstanding as of September 30, 2026.

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:

(1) The customer relationships and EMI licenses acquired in the TransactPay acquisition are denominated in Euros. The changes in the carrying amounts reported for these assets since the acquisition date as of September 30, 2026 and December 31, 2025 are attributable to fluctuations in foreign currency exchange rates.

The amortization period for developed technology and customer relationships intangible assets is 7 years and 2 years, respectively. Amortization expense for intangible assets was $2.3 million and $2.0 million for the three months ended September 30, 2026 and 2025, respectively. Amortization expense for intangible assets was $7.0 million and $5.0 million for the nine months ended September 30, 2026 and 2025, respectively.

6. Short-term Investments

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

The Company didnot have any short-term investments in unrealized loss positions as of September 30, 2026 and December 31, 2025. 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 income (loss) for both the three and nine months ended September 30, 2026 and 2025. The Company determined there were no material credit or non-credit related impairments as of September 30, 2026 and December 31, 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.

There were no transfers of financial instruments between the fair value hierarchy levels during the three and nine months ended September 30, 2026, or the year ended December 31, 2025.

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 $7.9 million and $5.6 million for the three months ended September 30, 2026 and 2025, respectively, and $21.8 million and $14.6 million for the nine months ended September 30, 2026 and 2025, respectively.

The Company capitalized $10.4 million and $11.0 million as internal-use software development costs during the three months ended September 30, 2026 and 2025, respectively, and $32.0 million and $30.5 million during the nine months ended September 30, 2026 and 2025, respectively.

Other Assets

Other assets consisted of the following:

The increase in deferred tax assets, net as of September 30, 2026 primarily reflects the recognition of deferred tax assets related to U.S. net operating losses, federal tax credits carryforwards, and capitalized research and development expenditures following the release of a significant portion of the related valuation allowances during the three and nine months ended September 30, 2026. See Note 13 for additional information.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

9. Commitments and Contingencies

Letter of Credit and Restricted Cash

In connection with the Oakland lease, the Company is required to provide the landlord a $0.9 million letter of credit. The Company has secured this letter of credit by depositing $0.9 million with the issuing financial institution. During the second quarter of 2026, the Company established a $1.2 million deposit held at an Issuing Bank, which serves as collateral to ensure settlement of cardholder transactions with the Card Networks in the event that cardholder funds are not deposited in time. Both amounts are classified as long-term restricted cash and recorded in other assets on the Condensed Consolidated Balance Sheets.

As of September 30, 2026, the balance of restricted cash associated with customer funds was $265.3 million, of which $58.8 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”) againstthe Company and certain of its current and former officers (“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 lawsuitbut alleges a broader putative class period of between May 7, 2024 and November 4, 2024 and some additional and/or different allegations on which the claims are based. 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, subject to judicial approvals. The Company’s Directors & Officers insurance policy includes a $5.0 million self-insured retention that applies to covered losses related to the Securities Actions, including legal defense fees and settlement payments. In September 2026, the Court granted preliminary approval of the settlement. The Company and insurers have funded their respective portions of the settlement fund. The fairness and final approval hearing for the settlement is scheduled for January 2027.

As a result of the funding, the $13.0 million settlement liability previously recorded in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet as of December 31, 2025 was released during the three months ended September 30, 2026, and the corresponding insurance recovery receivable previously recorded in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheet as of December 31, 2025 was reduced to an immaterial balance as of September 30, 2026. The Company expects to continue to incur legal fees in connection with this matter through final approval. Such fees are expected to be recoverable under the Company’s insurance policy and are not expected to be material.

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 certain of the Company’s current and former officers 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 “N.D. Cal. Derivative Actions”). A fourth substantially similar putative shareholder derivative lawsuit, captioned Prasad Murthy v. Simon Khalaf, et al., Case No: 2026-0670-KSJM (Del. Ch.) was filed on May 27, 2026 in the Delaware Court of Chancery. The defendants, including the Company as nominal defendant, have not been served with the complaint. On October 9, 2026, the parties to the N.D. Cal. Derivative Actions entered into a term sheet providing for the implementation of certain corporate governance reforms as part of the settlement of the derivative actions, which settlement is subject to court approval.

Settlement of Payment Transactions

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 the 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 material losses of this nature during the three and nine months ended September 30, 2026 and 2025, 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 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, 2026 and 2025.

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, 2026 and December 31, 2025, 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, 2026 and 2025.

10. 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 Statements of Operations and Comprehensive Income (Loss) 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, 2026, unrecognized compensation expense related to unvested RSUs and PSUs was $139.1 million. These costs are expected to be recognized over a weighted-average period of 2.0 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.

As of September 30, 2026, aggregate unrecognized compensation expense related to unvested outstanding stock options was $0.5 million. These costs are expected to be recognized over a weighted-average period of 0.3 years.

11. Stockholders’ Equity Transactions

Warrant to Purchase Common Stock

On September 2, 2026, in connection with the renewal of a commercial agreement, the Company issued a warrant to a certain customer to purchase up to 550,000 shares of the Company's Class A common stock (the “2026 Warrant”). Upon exercise of the earned portion of the 2026 Warrant, the customer will be entitled to purchase shares of the Company’s Class A common stock at a price of $0.01 per share. A warrant was previously issued to the same customer under the original agreement executed in September 2020. No warrant previously issued to the customer remained outstanding prior to the issuance of the 2026 Warrant. The 2026 Warrant is classified as an equity instrument and treated as consideration payable to a customer. The Company determined the grant-date fair value of the 2026 Warrant to be $16.81 per share underlying the warrant based on the Black-Scholes valuation model.

Upon execution of the agreement in the third quarter of 2026, the portion of the 2026 Warrant representing the right to purchase 25,000 shares was earned. The $0.4 million total grant-date fair value of this earned portion of the 2026 Warrant was capitalized, with an offsetting credit to additional paid-in capital, and is being recognized on a straight-line basis as a reduction of net revenue over thefive-year contract term. The remaining portion of the 2026 Warrant, representing the right to purchase up to 525,000 shares, could be earned and become exercisable in tranches, subject to the terms of the 2026 Warrant, upon the achievement of specific milestones related to transaction volume over thefive-year term. The grant-date fair value of any portion of the 2026 Warrant that is earned is recognized as a reduction of net revenue in the period the related volume tier is achieved, with a corresponding credit to additional paid-in capital.

Portions of the 2026 Warrant that are earned between July 1 of any year and June 30 of the following year will become vested and exercisable at any time on or after August 1 of the following year. For example, portions that are earned between July 1, 2026 and June 30, 2027 vest and become exercisable on August 1, 2027.

As of September 30, 2026, the portion of the 2026 Warrant representing the right to purchase 36,250 shares has been earned, but is not exercisable until August 1, 2027. The Company recorded a $0.2 million reduction in net revenue related to the earned portion of the 2026 Warrant for both the three and nine months ended September 30, 2026.

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. The number of shares repurchased and the timing of purchases were based on general business and market conditions, and other factors, including legal requirements.

During the nine months ended September 30, 2025, the Company repurchased approximately 4.8 million shares under the 2024 Share Repurchase Program for a total cost of $80.5 million, at an average price of $16.80 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 were reflected as a reduction to common stock and Additional paid-in capital on the Company’s Condensed Consolidated Balance Sheet. Repurchases under the 2024 Share Repurchase Program were completed as of March 31, 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 “February 2025 Share Repurchase Program”). Under the February 2025 Share Repurchase Program, the Company was 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 were based on general business and market conditions, and other factors, including legal requirements.

During the three and nine months ended September 30, 2025, the Company repurchased approximately 0.8 million and 11.4 million shares under the February 2025 Share Repurchase Program for $19.3 million and $212.4 million, at an average price of $24.48 and $18.68 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, were reflected as a reduction to common stock and Additional paid-in capital on the Company’s Condensed Consolidated Balance Sheet. Repurchases under the February 2025 Share Repurchase Program were completed as of December 31, 2025.

On December 4, 2025, the Company’s 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 were based on general business and market conditions, and other factors, including legal requirements. The December 2025 Share Repurchase Program had no set expiration date.

The Company has revised its previously reported remaining authorization as of the date of filing of its Quarterly Report on Form 10-Q filed with the SEC on August 4, 2026, as well as the Current Report on Form 8-K filed with the SEC on August 4, 2026, which was understated by $1.3 million due to clerical errors identified by the Company and a vendor. After giving effect to the correction, the available amount remaining under authorization as of June 30, 2026 was $2.1 million. There was no material change to stockholders' equity as a result of the revision. The Company has assessed the materiality of the errors and determined they were not material to the condensed consolidated financial statements as of and for the three and six months ended June 30, 2026.

During the three and nine months ended September 30, 2026, the Company repurchased approximately 0.1 million and 5.7 million shares under the December 2025 Share Repurchase Program for $2.1 million and $92.2 million, at an average price of $16.40 and $16.21 per share, respectively. The aggregate cost of the shares repurchased and the related transaction costs and excise taxes of animmaterial amount and $1.1 million during the three and nine months ended September 30, 2026, respectively, are reflected as a reduction to Common stock and Additional paid-in capital on the Company’s Condensed Consolidated Balance Sheet. Repurchases under the December 2025 Share Repurchase Program were completed as of September 30, 2026.

On August 3, 2026, the Company’s Board of Directors unanimously approved 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”).

In making the determination that the August 2026 Share Repurchase Program is in the best interest of the Company and its stockholders, the Board of Directors considered a number of factors including, but not limited to, the Company's liquidity and capital allocation strategy, legal and regulatory compliance, the effect of any repurchases on concentration of ownership and voting power, and the effect of any repurchases on any of our periodically reported financial metrics. For the avoidance of doubt, the Board of Directors does not expect that the repurchases contemplated under the August 2026 Share Repurchase Program would result in any stockholder having a majority of voting power.

Under the August 2026 Share Repurchase Program, the Company may repurchase shares from time to time through open market purchases, in privately negotiated transactions or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, in accordance with applicable securities laws and other restrictions, including Rule 10b-18 under 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 share repurchase program has no termination 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.

During the three and nine months ended September 30, 2026, the Company repurchased approximately 0.6 million shares under the August 2026 Share Repurchase Program for $9.7 million, at an average price of $16.21 per share. The aggregate cost of the shares repurchased and the related transaction costs and excise taxes, which were immaterial, during the three and nine months ended September 30, 2026, 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, 2026, $140.3 million remained available for future share repurchases under the August 2026 Share Repurchase Program.

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

Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) 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 income (loss) 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 because including them would have had an anti-dilutive effect as the Company was in a loss position during the period:

Potentially dilutive securities that were excluded from the computation of diluted net income per share during the three and nine months ended September 30, 2026 because including them would have had an anti-dilutive effect were as follows:

13. Income Tax

The Company recorded income tax benefit of $104.4 million and income tax expense of $0.5 million for the three months ended September 30, 2026 and 2025, respectively, and an income tax benefit of $103.7 million and income tax expense of $0.9 million for the nine months ended September 30, 2026 and 2025, respectively.

The benefit for income taxes for the three and nine months ended September 30, 2026 was mainly attributable to the release of a significant portion of the valuation allowance on the Company’s U.S. federal and certain states’ deferred tax assets, which resulted in a $106.6 million income tax benefit, partially offset by income tax expense from current period activity.

The provision for income taxes recorded in the three and nine months ended September 30, 2025 consists of state and foreign income taxes in foreign jurisdictions in which the Company conducts business.

The Company regularly assesses the need for a valuation allowance on its deferred tax assets. In performing that assessment, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of all available evidence, whether it is more-likely-than-not that some or all of the deferred tax assets will be realized. The determination of the realizability of deferred tax assets involves significant judgment and relies on management's estimates of future taxable income.

The Company had cumulative U.S. pre-tax book income, adjusted for permanent book-tax differences, over the twelve-quarter period ended September 30, 2026 and expects to continue to sustain this profitability position for the foreseeable future. This cumulative profitability represents objective and verifiable positive evidence that carries significant weight. After evaluating all available positive and negative evidence, including this cumulative profitability and anticipated future earnings, the Company concluded that it is more-likely-than-not that the U.S. federal and certain states’ deferred tax assets are realizable. As a result of this change in judgment, the Company released a significant portion of the valuation allowance previously recorded against its U.S. deferred tax assets during the three and nine months ended September 30, 2026. The majority of the released valuation allowance related to U.S. federal and state net operating losses, federal tax credit carryforwards and capitalized research and development (“R&D”) expenditures. Because the change in estimate occurred during an interim period, the portion of the valuation allowance release attributable to current year income was included in the estimated annual effective tax rate, while the release supported by projections of future taxable income is recorded as a discrete benefit. The Company released $106.6 million of valuation allowance as a discrete tax benefit during the three and nine months ended September 30, 2026.

The Company’s judgment regarding the need for a valuation allowance may reasonably change in future reporting periods due to many factors, including changes in expectations of future profitability in the U.S. and changes in tax laws or regulations. The Company will continue to maintain a valuation allowance against deferred tax assets where the Company believes that it is more-likely-than-not that some or all the deferred tax assets will not be realized. The remaining valuation allowance as of September 30, 2026 was $11.0 million, maintained against deferred tax assets related to California R&D credits.

The Company is subject to income tax examination in the United States and foreign jurisdictions. Because the Company has net operating loss and R&D tax credits carryforwards for U.S. federal and state jurisdictions, the statute of limitations is open for all tax years. The Company believes it has provided adequate reserves for uncertain tax positions in all open tax years.

14. 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, 2026, short-term investments were insignificant. As of December 31, 2025, short-term investments were $62.5 million. 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 $56.1 million, or 90%, at December 31, 2025.

A significant portion of the Company's payment transactions are settled throughone Issuing Bank, Sutton Bank. For the three months ended September 30, 2026 and 2025,55% and 63%, 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, 2026 and 2025,58% and 65%, 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.

The Company derives a significant portion of its revenue from one customer. This customer accounted for 41% and 44% of net revenue for the three months ended September 30, 2026 and 2025, respectively, and 42% and 45% of net revenue for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, two separate customers accounted for 16% and 14% of the Company’s accounts receivable balance. As of December 31, 2025, two separate customers accounted for 12% and 12% of the Company’s accounts receivable balance.

15. Segment Information

The Company's chief operating decision maker (“CODM”) is its Chief Executive 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 asingle 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 income (loss) is the same as the Company’s consolidated net income (loss).

Net revenue outside of the United States, based on the billing address of the customer, was 15% and 14%, for the three months ended September 30, 2026 and 2025, respectively, and was 15% and 13%, for the nine months ended September 30, 2026 and 2025, respectively.

As of September 30, 2026 and December 31, 2025, 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.