Marqeta Inc

From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of business. The following matter was resolved during the quarter ended March 31, 2024 and is no longer pending against the Company:

On August 24, 2023, a putative class action and shareholder derivative lawsuit was filed in the case captioned Stephanie Smith v. Jason Gardner, et al. (Case No. 2023-0872-MTZ) in the Court of Chancery for the State of Delaware against each of the members of our board of directors and naming Marqeta as a nominal defendant. The complaint alleged that the individual defendants breached fiduciary duties in approving the 2023 Share Repurchase Program by failing to implement measures to prevent Marqeta founder Jason Gardner from acquiring control of the Company or to ensure that unaffiliated stockholders receive a control premium. The plaintiff sought damages and injunctive relief in the case, among other relief.

On February 24, 2024 the parties entered into a Standstill and Release Agreement (the “Standstill Agreement”) in which (i) the plaintiff agreed to file a stipulation of dismissal of the lawsuit, (ii) Mr. Gardner agreed not to take unilateral, affirmative action to increase his voting power above 49.99% of the total voting power of the Company’s outstanding stock for the period of time between and including February 24, 2024 and September 11, 2024, and (iii) the parties agreed to releases and related provisions. The stipulation of dismissal received court approval. The summary of the Standstill Agreement is qualified in its entirety by reference to the full text, which is filed as Exhibit 99.1 toour 2023 Annual Report and is incorporated herein by reference.

In connection with the dismissal of the case, the Court retained jurisdiction solely for the purpose of adjudicating the anticipated application by Plaintiff’s counsel for an award of attorneys’ fees and reimbursement of expenses to Plaintiff’s counsel. The Company subsequently agreed to pay $425,000.00 to Plaintiff’s counsel, on behalf of all defendants, in full satisfaction of the claim for attorneys’ fees and expenses in the lawsuit (the “Mootness Fee”). In making this decision, the Company considered various factors, including the cost and uncertainties of litigation. The Defendants deny any wrongdoing.

On March 25, 2024, the Court entered an order directing that the case be closed, subject to Marqeta filing an affidavit with the Court confirming that notice of the agreement to pay the Mootness Fee was provided. The Company filed a Current Report on Form 8-K providing such notice on March 26, 2024. In entering the order, the Court was not asked to review, and did not pass judgment on, the payment of the Mootness Fee or its reasonableness. Pursuant to the Court’s order, the case was closed on the Court’s docket on March 28, 2024.