Marqeta Inc
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
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FY2023 · Filed Feb 28, 2024
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Item 15. Exhibits and Financial Statements Schedules
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
- Consolidated Financial Statements
See Index to Consolidated Financial Statements at Part II, Item 8 herein.
- Financial Statement Schedules
All schedules have been omitted because they are not required, not applicable, or not present in amounts sufficient to require submission of the schedule.
- Exhibits
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description | Form | File No. | Exhibit Number | Filing Date |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant. | S-1/A | 333-256154 | 3.2 | May 24, 2021 |
| 3.2 | Amended and Restated Bylaws of the Registrant. | S-1/A | 333-256154 | 3.4 | May 24, 2021 |
| 4.1 | Form of Class A common stock certificate of the Registrant. | S-1 | 333-256154 | 4.1 | May 14, 2021 |
| 4.2 | Amended and Restated Investors Rights Agreement, dated May 27, 2020, by and among the Registrant and certain of its stockholders. | S-1 | 333-256154 | 4.2 | May 14, 2021 |
| 4.3 | Warrant to Purchase Stock issued to Comerica Ventures Incorporated by the Registrant, dated October 11, 2013. | S-1 | 333-256154 | 4.3 | May 14, 2021 |
| 4.4 | Warrant to Purchase Stock issued to Comerica Ventures Incorporated by the Registrant, dated October 11, 2013. | S-1 | 333-256154 | 4.4 | May 14, 2021 |
| 4.5† | Warrant to Purchase Common Stock issued to Uber Technologies, Inc. by the Registrant, dated September 15, 2020, as amended on January 7, 2021. | S-1/A | 333-256154 | 4.7 | May 24, 2021 |
| 4.6† | Warrant to Purchase Common Stock issued to Square, Inc. by the Registrant, dated March 13, 2021. | S-1 | 333-256154 | 4.8 | May 14, 2021 |
| 4.7† | Warrant to Purchase Common Stock issued to Ramp Business Corporation by the Registrant, dated March 31, 2021. | S-1/A | 333-256154 | 4.9 | May 24, 2021 |
| 4.8 | Description of the Registrant’s Securities. | 10-K | 001-40465 | 4.8 | March 11, 2022 |
| 10.1# | Form of Amended and Restated Indemnification Agreement between the Registrant and each of its directors and executive officers. | 10-K | 001-40465 | 10.1 | February 28, 2023 |
| 10.2# | Amended and Restated 2011 Equity Incentive Plan, as amended, and forms of agreements thereunder. | S-1/A | 333-256154 | 10.2 | May 14, 2021 |
| 10.3# | 2021 Stock Option and Incentive Plan, and forms of agreements thereunder. | S-1/A | 333-256154 | 10.3 | June 1, 2021 |
| 10.4# | 2021 Employee Stock Purchase Plan. | S-1/A | 333-256154 | 10.4 | June 1, 2021 |
| 10.5# | Senior Executive Cash Incentive Bonus Plan. | S-1/A | 333-256154 | 10.5 | May 24, 2021 |
| 10.6# | Executive Severance Plan. | S-1/A | 333-256154 | 10.6 | May 24, 2021 |
| 10.7# | Amended Non-Employee Director Compensation Policy. | 10-Q | 001-40465 | 10.1 | May 9, 2023 |
| 10.8# | Form of Director Offer Letter. | S-1 | 333-256154 | 10.12 | May 14, 2021 |
| 10.9#* | Offer Letters between the Registrant and Simon Khalaf dated May 25, 2022 and January 26, 2023. | 10-K | 001-40465 | 10.9 | February 28, 2023 |
| 10.10# | Offer Letter between the Registrant and Jason Gardner dated June 6, 2011. | S-1 | 333-256154 | 10.8 | May 14, 2021 |
| 10.11# | Offer Letter between the Registrant and Mike Milotich dated February 3, 2022. | 10-K | 001-40465 | 10.16 | March 11, 2022 |
| 10.12# | Offer Letter between the Registrant and Randy Kern dated May 20, 2021. | 10-K | 001-40465 | 10.12 | February 28, 2023 |
| 10.13* | Lease Agreement by and between the Registrant and MACH II 180 LLC, dated on or about March 1, 2016, as amended on November 8, 2017, March 14, 2019, and November 7, 2019. | ||||
| 10.14† | Master Services Agreement by and between the Registrant and Square, Inc., dated April 19, 2016, as amended on September 1, 2016, October 18, 2016, December 24, 2016, June 30, 2017, August 2, 2017, October 1, 2017, April 1, 2018, June 6, 2019, September 20, 2019, February 7, 2020, November 18, 2020, November 18, 2020, March 13, 2021, May 21, 2021, January 27, 2022, and March 1, 2023. | 10-Q | 001-40465 | 10.4 | May 9, 2023 |
| 10.15†* | Amendment No. 19 to the Master Services Agreement by and between the Registrant and Square, Inc. dated November 3, 2023. | ||||
| 10.16 | Amendment No. 18 to the Master Services Agreement by and between the Registrant and Square, Inc. dated September 26, 2023. | 10-Q | 001-40465 | 10.1 | November 8, 2023 |
| 10.17† | Amendment No. 17 to the Master Services Agreement by and between the Registrant and Square Inc. dated August 4, 2023. | 8-K/A | 001-40465 | 10.1 | August 11, 2023 |
| 10.18† | Amended and Restated Prepaid Card Program Manager Agreement by and between the Registrant and Sutton Bank, dated April 1, 2016, as amended on December 31, 2017, September 1, 2018, August 1, 2020, July 1, 2021, and January 23, 2023. | 10-Q | 001-40465 | 10.1 | August 8, 2023 |
| 21.1* | Subsidiaries of the Registrant. | ||||
| 23.1* | Consent of Ernst & Young LLP, independent registered public accounting firm. | ||||
| 24.1* | Power of Attorney (incorporate by reference to the signature page to this Annual Report on Form 10-K) | ||||
| 31.1* | Certification of the Principal Executive Officer, pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of the Principal Financial Officer, pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1** | Certification of the Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.2** | Certification of the Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97.1* | Compensation Recovery Policy. | ||||
| 99.1* | Standstill and Release Agreement. | ||||
| 101.INS* | Inline XBRL Instance Document. | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | ||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document. | ||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| 104* | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | ||||
| † | Certain confidential information contained in this exhibit has been omitted because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential. | ||||
| # | Indicates management contract or compensatory plan, contract or agreement. | ||||
| * | Filed herewith. | ||||
| ** | Furnished herewith. The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. | ||||
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