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Marqeta, Inc.

For the period ended Mar 31, 2025. Filed May 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 7, 2025

MQ$18.59+0.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-04.

0001628280-24-045055

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-07.

0001628280-25-023249

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 116 previous paragraphs and 103 current paragraphs.

57 unchanged; 31 reworded; 12 added; 22 removed; 6 previous and 3 current paragraphs rearranged.

Tables are not compared: 12 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (12)

Current report

As we continue to enhance our processes and improve our ability to estimate these annual incentives with increasing precision, the fluctuation in recognition of these network incentives throughout the year is expected to diminish.

Current report

Share-based compensation decreased by $5.4 million in the three months ended March 31, 2025 compared to the same period in 2024 mainly due to the forfeitures of stock based awards as a result of the Company’s CEO departure during the first quarter of 2025.

Current report

Occupancy expense decreased by $0.2 million or 16% for the three months ended March 31, 2025 compared to the same period in 2024. The decrease is due to the impairment of the right-of-use asset associated with the Company's Oakland office recorded during the fourth quarter of 2024.

Current report

Other operating expenses remained relatively flat for the three months ended March 31, 2025 compared to the same period in 2024.

Current report

(3) Restructuring and other one-time costs include the costs associated with the transition of our CEO and other one-time costs related to retention bonuses provided to other key employees. These bonuses have service requirements and are expensed over the requisite service period.

Current report

Net cash provided by operating activities was $10.0 million in the three months ended March 31, 2025 compared to cash provided by operating activities of $0.4 million in the same period in 2024. The increase in net cash provided by operating activities during the three months ended March 31, 2025 was largely due to higher gross profit and lower operating expenses, which lowered our net loss period-over-period, and favorable timing of settlements and accounts receivable collections. These benefits were partially offset by the unfavorable timing of accrued expenses and other liabilities.
Removed paragraphs (22)

Previous report

Share-based compensation increased by $3.5 million in the three months ended September 30, 2024 compared to the same period in 2023 mainly due to an increase in the number of employees and awards granted.

Previous report

Occupancy expense remained relatively flat for the three months ended September 30, 2024 compared to the same period in 2023.

Previous report

Other operating expenses increased by $0.3 million, or 7% for the three months ended September 30, 2024 compared to the same period in 2023.

Previous report

Comparison of the Nine Months Ended September 30, 2024 and 2023

Previous report

Total net revenue decreased by $186.1 million, or 33%, for the nine months ended September 30, 2024 compared to the same period in 2023, of which $223.1 million of this decrease was attributable to Block, Inc. The decrease in net revenue was primarily driven by the amendment to the Block agreement in August 2023 (the “August 2023 Block Amendment”) which allowed for reduced pricing and impacted the revenue presentation for the Cash App Program as fees owed to Issuing Banks and Card Networks related to the Cash App primary Card Network volume are recorded as a reduction to the revenue earned from the Cash App program within Net revenue effective as of July 1, 2023. In prior periods, these costs were included within Costs of revenue. The impact of these fees for the nine months ended September 30, 2024 was a $264.7 million reduction to Net revenue, negatively impacting the growth rate by 47 ppts. These decreases in net revenue were partially offset by increased TPV from Block’s programs. Revenue from other customers increased $37.2 million, primarily driven by an increase in TPV partially offset by the impact of contract renewals and unfavorable changes in the mix of our card programs, particularly the growth of our PxM offering.

Previous report

Other services revenue decreased $0.3 million, or 2% in the nine months ended September 30, 2024 compared to the same period in 2023 due to a one-time card fulfillment order which occurred in the prior year.

Previous report

Costs of revenue decreased by $193.5 million for the nine months ended September 30, 2024 compared to the same period in 2023. The decrease was primarily due to the revenue presentation change as a result of the August 2023 Block Amendment. These decreases were partially offset by increases in Issuing Bank and Network fees driven by the 32% increase in TPV.

Previous report

As a result of the decreases in costs of revenue being more than the decreases in net revenue explained above, our gross profit increased by $7.4 million, or 3%, for the nine months ended September 30, 2024 compared to the same period in 2023. Our gross margin increased by 24 percentage points in the nine months ended September 30, 2024 compared to the same period in 2023.

Previous report

Share-based compensation increased by $7.3 million in the nine months ended September 30, 2024 compared to the same period in 2023 mainly due to an increase in the number of employees and awards granted in 2024 and due to the forfeiture of awards related to the prior year restructuring which lowered share-based compensation costs recorded in 2023.

Previous report

Professional services expenses decreased by $1.1 million, or 7%, for the nine months ended September 30, 2024 compared to the same period in 2023. The decrease was primarily due to decreased consulting fees.

Previous report

Occupancy expense remained relatively flat for the nine months ended September 30, 2024 compared to the same period in 2023.

Previous report

Depreciation and amortization increased by $4.4 million, or 57%, for the nine months ended September 30, 2024 compared to the same period in 2023. The increase was primarily due to the amortization of internally developed software and to the amortization of developed technology intangible assets originating from the Power Finance acquisition.

Previous report

Marketing and advertising expenses increased by $0.3 million or 25% for the nine months ended September 30, 2024 compared to the same period in 2023 due to an increase in branding spend.

Previous report

Other operating expenses decreased by $2.7 million, or 19%, for the nine months ended September 30, 2024 compared to the same period in 2023. The decrease was primarily due to cost optimization initiatives impacting the current year.

Previous report

Other income, net increased by $4.3 million, or 12%, for the nine months ended September 30, 2024 compared to the same period in 2023. The increase was primarily attributable to an increase in interest income earned on our short-term investments portfolio due to higher interest rates during the nine months ended September 30, 2024.

Previous report

Income tax expense increased by $7.0 million for the nine months ended September 30, 2024 compared to the same period in 2023 primarily due to a $7.2 million partial valuation allowance release in the prior year stemming from the acquisition of Power Finance Inc.

Previous report

Net cash provided by operating activities was $33.4 million in the nine months ended September 30, 2024 compared to $4.6 million in the same period in 2023. The increase in net cash provided by operating activities is due mainly to generating net income in the current period and the timing of collections of settlement receivables and payments of revenue share payables, partially offset by decreased non-cash expenses due to the forfeiture of the Executive Chairman Long-Term Performance Award.
Reworded paragraphs (31)

Previous wording

Marqeta’s innovative products are developed with deep domain expertise and a customer-first mindset to launch, scale, and manage card programs. Marqeta provides all of its customers with issuer processor services, and for most of its customers it also acts as a card program manager. Depending on a customer’s desired level of control and responsibility, Marqeta can work with companies in a range of different configurations:

Current wording

Marqeta’s innovative products are developed with deep domain expertise and a customer-first mindset to launch, scale, and manage card programs. Marqeta provides all of its customers with issuer processor services, and for most of its customers it also acts as a card program manager. Depending on a customer’s desired level of control and responsibility, Marqeta can work with companies in a range of different configurations, but generally provides the following offerings:

Previous wording

•Managed By Marqeta: With Managed By Marqeta (“MxM”), Marqeta provides an Issuing Bank partner to act as the Bank Identification Number (“BIN”) sponsor for the customer’s card program, manages the customer’s card program on behalf of the Issuing Bank, and provides a full range of services including configuring many of the critical resources required by a customer’s production environment. In addition to providing the customer access to the Marqeta dashboard via our APIs, Marqeta also manages a number of the primary tasks related to launching a card program, such as defining and managing the program with the Card Networks and Issuing Bank, operating the program and managing certain profitability components, and managing compliance with applicable regulations, the Issuing Bank, and Card Network rules. Also available to our MxM customers are a variety of managed services, including dispute management, fraud scoring, card fulfillment, and cardholder support services.

Current wording

•Managed By Marqeta: With Managed By Marqeta (“MxM”), Marqeta typically connects customers to an Issuing Bank partner to act as the Bank Identification Number (“BIN”) sponsor for the customer’s card program, manages the customer’s card program on behalf of the Issuing Bank, and provides a full range of services including configuring many of the critical resources required by a customer’s production environment. In addition to providing the customer access to the Marqeta dashboard via our APIs, Marqeta also manages a number of the primary tasks related to launching a card program, such as defining and managing the program with the Card Networks and Issuing Bank, operating the program and managing certain profitability components, and managing compliance with applicable regulations, the Issuing Bank, and Card Network rules. Also available are a variety of managed services, including dispute management, fraud scoring, card fulfillment, reconciliation, and cardholder support services.

Previous wording

•Powered By Marqeta: With Powered By Marqeta (“PxM”), Marqeta also provides customers access to the Marqeta dashboard via our APIs, provides payment processing, and assists with certain configuration elements that enable the customer to use the platform independently. Unlike under our MxM card programs, our PxM customers are responsible for other elements of the card program, including defining and managing the program with the Card Networks and Issuing Bank as well as managing compliance with applicable regulations, the Issuing Bank, and Card Network rules.

Current wording

•Powered By Marqeta: With Powered By Marqeta (“PxM”), Marqeta also provides customers access to the Marqeta dashboard via our APIs, provides payment processing, and assists with certain configuration elements that enable the customer to use the platform independently. Generally, our PxM customers are responsible for other elements of the card program, including defining and managing the program with the Card Networks and Issuing Bank as well as managing compliance with applicable regulations, the Issuing Bank, and Card Network rules.

Previous wording

Given the modularity of the Marqeta platform, certain customers can also opt to incorporate elements of MxM into their PxM card program to create a custom Powered By Plus solution.

Current wording

Given the modularity of the Marqeta platform, certain customers can also opt to incorporate some elements of MxM into their card program to create a custom solution. Many customers adopt some combination of the MxM managed services even when not adopting the full MxM offering.

Previous wording

We are unable to predict the impact macroeconomic factors, including various geopolitical conflicts, uncertainty related to global elections, changes in inflation and interest rates, and uncertainty in global economic conditions, will have on our processing volumes, and on our future results of operations. A deterioration in macroeconomic conditions could increase the risk of lower consumer spending, consumer and merchant bankruptcy, insolvency, business failure, higher credit losses, foreign currency fluctuations, or other business interruption, which may adversely impact our business. We continue to monitor these situations and may take actions that alter our operations and business practices as may be required by federal, state, or local authorities or that we determine are in the best interests of our customers, vendors, and employees. See the section titled “Risk Factors” in this Quarterly Report on Form 10-Q and in our 2023 Annual Report for further discussion or incorporation by reference of the possible impact of these macroeconomic factors on our business.

Current wording

We are unable to predict the impact macroeconomic factors, including various geopolitical conflicts, uncertainty related to global elections, changes in inflation and interest rates, and uncertainty in global regulatory and economic conditions, including as a result of uncertainty in global trade from potential tariffs and countertariffs, will have on our processing volumes, and on our future results of operations. A deterioration in macroeconomic conditions could increase the risk of lower consumer spending, including discretionary spending, consumer and merchant bankruptcy, insolvency, business failure, higher credit losses, foreign currency fluctuations, or other business interruption, which may adversely impact our business. We continue to monitor these situations and may take actions that alter our operations and business practices as may be required by federal, state, or local authorities or that we determine are in the best interests of our customers, vendors, and employees. See the section titled “Risk Factors” in this

Previous wording

Adjusted EBITDA -Adjusted EBITDA is a non-GAAP financial measure that is calculated as Net (loss) income adjusted to exclude depreciation and amortization; share-based compensation expense; executive chairman long-term performance award; payroll tax related to share-based compensation; restructuring charges; 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; income tax expense (benefit); and other income (expense) net, which consists of interest income from our short-term investments, realized foreign currency gains and losses, our share of equity method investments’ profit or loss, impairment of equity method investments or other financial instruments, and gain from sale of equity method investments. 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 (loss) income to Adjusted EBITDA.

Current wording

Adjusted EBITDA -Adjusted EBITDA is a non-GAAP financial measure that is calculated as Net loss adjusted to exclude depreciation and amortization; share-based compensation expense; executive chairman long-term performance award; 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; 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 loss to Adjusted EBITDA.

Previous wording

Adjusted EBITDA Margin -Adjusted EBITDA Margin is a non-GAAP financial measure that is calculated as Adjusted EBITDA divided by Net revenue. This measure is used by management and our board of directors to evaluate our operating efficiency. See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures and a reconciliation of Net (loss) income to Adjusted EBITDA Margin.

Current wording

Adjusted EBITDA Margin -Adjusted EBITDA Margin is a non-GAAP financial measure that is calculated as Adjusted EBITDA divided by Net revenue. This measure is used by management and our Board of Directors to evaluate our operating efficiency. See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures and a reconciliation of Net loss to Adjusted EBITDA Margin.

Previous wording

Non-GAAP operating expenses -Non-GAAP operating expenses is a non-GAAP financial measure that is calculated as Total operating expenses adjusted to exclude depreciation and amortization; share-based compensation expense; executive chairman long-term performance award; payroll tax related to share-based compensation; restructuring charges; 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 non-GAAP 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 non-GAAP operating expenses.

Current wording

Non-GAAP operating expenses -Non-GAAP operating expenses is a non-GAAP financial measure that is calculated as Total operating expenses adjusted to exclude depreciation and amortization; share-based compensation expense; executive chairman long-term performance award; payroll tax related to share-based compensation; restructuring and other one-time costs; 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 non-GAAP 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 non-GAAP operating expenses.

Previous wording

We have separate marketing and incentive arrangements with Card Networks that provide us with monetary incentives for establishing customer card programs with, and routing volume through, the respective Card Network. The amount of the incentives is generally determined based on a percentage of the processing volume or the number of transactions routed over the Card Network. We record these incentives as a reduction of Card Network fees in customer arrangements where the Company is the principal. Generally, as processing volumes increase, we earn a higher rate of monetary incentives from these arrangements, subject to attaining certain volume thresholds during an annual measurement period. For certain incentive arrangements with an annual measurement period, the one-year period may not align with our fiscal year. Additionally, uncertainty in the ultimate annual attainment of incentives can result in unusual fluctuations in Card Network fees and can occur in the quarter in which volume thresholds are attained as higher incentive rates are applied to volumes over the entire measurement periods, which can span six or twelve months. Generally, we earn a higher rate of monetary incentives during the first quarter as the annual measurement period is closest to completion and higher volume thresholds have been reached. In the second quarter, we generally earn the lowest rate of monetary incentives as the annual measurement period and volume thresholds have reset.

Current wording

We have separate marketing and incentive arrangements with Card Networks that provide us with monetary incentives for establishing customer card programs with, and routing volume through, the respective Card Network. The amount of the incentives is generally determined based on a percentage of the processing volume or the number of transactions routed over the Card Network. We record these incentives as a reduction of Card Network fees in customer arrangements where the Company is the principal. Generally, as processing volumes increase, we earn a higher rate of monetary incentives from these arrangements, subject to attaining certain volume thresholds during an annual measurement period. For certain incentive arrangements with an annual measurement period, the one-year period may not align with our fiscal year.

Previous wording

Executive chairman long-term performance award decreased for the nine months ended September 30, 2024 compared to the prior year comparable period primarily due to a one-time reversal of share-based compensation expense of $167.3 million, of which $144.6 million related to prior year periods, as the Executive Chairman Long-Term Performance Award was forfeited in the second quarter of 2024 as a result of the Company’s Executive Chairman transitioning to a non-employee director role on the board of directors.

Current wording

Executive Chairman Long-Term Performance Award consists of share-based compensation related to the Executive Chairman Long-Term Performance Award, including the impact of forfeiture. The Executive Chairman Long-Term Performance Award was forfeited in the prior year as a result of the Company’s Executive Chairman transitioning to a non-employee director role on the Board of Directors.

Previous wording

Other income, net consists primarily of interest income from our short-term investments and cash deposits, gain from sale of equity method investments, impairment of equity method investments or other financial instruments, equity method investment share of loss, and realized foreign currency gains and losses.

Current wording

Other income, net consists primarily of interest income from our short-term investments and cash deposits, impairment of financial instruments, and realized foreign currency gains and losses.

Previous wording

Total net revenue increased by $19.1 million, or 18%, for the three months ended September 30, 2024 compared to the same period in 2023, of which an increase of $5.1 million was attributable to our largest customer, Block, Inc. The overall increase in net revenue was primarily driven by a 30% increase in TPV partially offset by the impact of a renegotiated platform partnership and unfavorable changes in the mix of our card programs, particularly the growth of our PxM offering.

Current wording

Total platform services, net revenue increased by $17.9 million, or 16%, for the three months ended March 31, 2025 compared to the same period in 2024. The overall increase in platform services revenue was primarily driven by a 27% increase in TPV, which was partially offset by unfavorable changes in the mix of our card programs, particularly the growth of programs where we provide processing services but very little or no program management.

Previous wording

Other services revenue increased $1.6 million, or 35%, in the three months ended September 30, 2024 compared to the same period in 2023. This growth was driven by a rise in card-related fulfillments, which included both one-time card replacements and increased customer card shipments compared to the same period in 2023.

Current wording

Other services revenue increased $3.2 million, or 79%, in the three months ended March 31, 2025 compared to the same period in 2024. This growth was driven by a rise in card-related fulfillment, which included both one-time card replacements and increased customer card shipments compared to the same period in 2024.

Previous wording

The increase in TPV was driven by growth across all our major verticals, particularly financial services, with PxM customers outperforming MxM customers. The growth in TPV for our top five customers, as determined by their individual processing volume in each respective period, was 23% in the three months ended September 30, 2024 compared to the same period in 2023, while TPV from all other customers, as a group, grew by 67% in the three months ended September 30, 2024 compared to the same period in 2023. Note that the top five customers may differ between the two periods.

Current wording

The increase in TPV was driven by growth across all our major verticals, particularly financial services, with PxM customers outperforming MxM customers. The growth in TPV for our top five customers, as determined by their individual processing volume in each respective period, was 18% in the three months ended March 31, 2025 compared to the same period in 2024, while TPV from all other customers, as a group, grew by 64% in the three months ended March 31, 2025 compared to the same period in 2024. Note that the top five customers may differ between the two periods.

Previous wording

Costs of revenue increased by $1.5 million, or 4%, for the three months ended September 30, 2024 compared to the same period in 2023. The increase in costs is attributed to higher Card Network and Issuing Bank fees stemming from the 30% increase in TPV, partially offset by higher network incentives earned during the current year. Card Network fees are presented net of monetary incentives from Card Networks for processing volume through the respective Card Networks during the period.

Current wording

Costs of revenue increased by $6.6 million, or 19%, for the three months ended March 31, 2025 compared to the same period in 2024. The increase in costs is attributed to higher Card Network and Issuing Bank fees stemming from the 27% increase in TPV, which was partially offset by higher network incentives earned during the current year. Card Network fees are presented net of monetary incentives from Card Networks for processing volume through the respective Card Networks during the period.

Previous wording

As a result of the increases in costs of revenue being less than the increases in net revenue explained above, our gross profit increased by $17.6 million, or 24%, in the three months ended September 30, 2024 compared to the same period in 2023, and our gross margin increased by 3 percentage points in the three months ended September 30, 2024 compared to the same period in 2023.

Current wording

As a result of the increases in costs of revenue being less than the increases in net revenue explained above, our gross profit increased by $14.5 million, or 17%, in the three months ended March 31, 2025 compared to the same period in 2024. Gross margin remained flat in the three months ended March 31, 2025 compared to the same period in 2024.

Previous wording

Salaries, bonus, benefits, and payroll taxes decreased by $5.0 million, or 7%, for the three months ended September 30, 2024 compared to the same period in 2023. The decrease was driven by lower postcombination compensation costs to former employees of Power Finance and an increase in salaries, bonus, and benefits costs capitalized for internal-use software development in 2024, partially offset by increased salaries and benefits costs as a result of higher headcount in the three-months ended September 30, 2024 compared to the same period in 2023.

Current wording

Salaries, bonus, benefits, and payroll taxes decreased by $3.5 million, or 6%, for the three months ended March 31, 2025 compared to the same period in 2024. The decrease was driven by lower postcombination compensation costs to former employees of Power Finance and an increase in salaries, bonus, and benefits costs capitalized for internal-use software development in 2025. Partially offsetting the decrease in salaries, bonus, benefits, and payroll taxes was restructuring and other one-time retention bonus costs associated with the departure of the Company’s CEO that were recognized during the three months ended March 31, 2025 that did not occur in the same period in 2024.

Previous wording

Technology expenses increased by $2.4 million, or 17% for the three months ended September 30, 2024 compared to the same period in 2023. The increase was due to higher licensing and hosting costs to support our continued growth as we implement and support our systems and tools.

Current wording

Technology expenses increased by $1.7 million, or 13% for the three months ended March 31, 2025 compared to the same period in 2024. The increase was due to higher licensing and hosting costs to support our continued growth as we implement and support our systems and tools.

Previous wording

Professional services expenses increased by $0.6 million or 13% for the three months ended September 30, 2024 compared to the same period in 2023 due to an increase in consulting fees.

Current wording

Professional services expenses increased by $1.8 million or 47% for the three months ended March 31, 2025 compared to the same period in 2024 due to an increase in legal and consulting fees.

Previous wording

Depreciation and amortization expense increased by $1.3 million, or 43%, for the three months ended September 30, 2024 compared to the same period in 2023. The increase was primarily due to an increase in the amortization of internally developed software as more projects have been capitalized and placed into service.

Current wording

Depreciation and amortization expense increased by $1.8 million, or 51%, for the three months ended March 31, 2025 compared to the same period in 2024. The increase was primarily due to an increase in the amortization of internally developed software as more projects have been capitalized and placed into service.

Previous wording

Marketing and advertising expenses increased by $0.2 million, or 68% for the three months ended September 30, 2024 compared to the same period in 2023 due to an increase in branding spend.

Current wording

Marketing and advertising expenses increased by $0.1 million, or 24% for the three months ended March 31, 2025 compared to the same period in 2024 due to an increase in branding spend.

Previous wording

Other income, net decreased by $1.4 million, or 9%, for the three months ended September 30, 2024 compared to the same period in 2023. The decrease was primarily due to a decrease in interest income earned on our short-term investments portfolio as we had smaller portfolio balances during the third quarter of 2024. Interest rates remained relatively flat during the comparable periods.

Current wording

Other income, net decreased by $3.4 million, or 25%, for the three months ended March 31, 2025 compared to the same period in 2024. The decrease was primarily due to a decrease in interest income earned on our short-term investment portfolio and cash balances as we had smaller portfolio balances and recognized lower average yields during the first quarter of 2025 compared to the same period in 2024.

Previous wording

We generated 47% and 50% of our net revenue from our largest customer, Block, during the three months ended September 30, 2024 and 2023, respectively.

Current wording

We generated 45% and 49% of our net revenue from our largest customer, Block, during the three months ended March 31, 2025 and 2024, respectively.

Previous wording

A reconciliation of Net (loss) income to adjusted EBITDA and GAAP operating expenses to non-GAAP operating expenses for the periods presented is as follows:

Current wording

A reconciliation of Net loss to adjusted EBITDA and GAAP operating expenses to non-GAAP operating expenses for the periods presented is as follows:

Previous wording

As of September 30, 2024, our principal sources of liquidity included cash, cash equivalents, and short-term investments totaling $1.1 billion, with such amounts held 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, U.S. agency securities, asset-backed securities, commercial paper, certificates of deposit, and corporate debt securities. We have generated significant operating losses as reflected in our accumulated deficit. We expect to continue to incur operating losses for the foreseeable future.

Current wording

As of March 31, 2025, our principal sources of liquidity included cash, cash equivalents, and short-term investments totaling $988.4 million, with such amounts held 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, U.S. agency securities, asset-backed securities, commercial paper, certificates of deposit, and corporate debt securities. We have generated significant operating losses as reflected in our accumulated deficit. We expect to continue to incur operating losses for the foreseeable future.

Previous wording

On May 6, 2024, the Company’s board of directors unanimously authorized the repurchase of up to $200 million of the Company’s Class A common stock (the "2024 Share Repurchase Program") as the prior program (the "2023 Share Repurchase Program," authorized for $200 million on May 8, 2023) had been exhausted during the first quarter of 2024. Both plans have the same repurchase conditions. Under the 2024 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 will be based on general business and market conditions, and other factors, including legal requirements. The 2024 Share Repurchase Program has no set expiration date and may be canceled or suspended at any time without notice.

Current wording

On May 6, 2024, the Company’s Board of Directors unanimously authorized the repurchase of up to $200 million of the Company’s Class A common stock (the "2024 Share Repurchase Program") as the prior program (the "2023 Share Repurchase Program," authorized for $200 million on May 8, 2023) had been exhausted during the first quarter of 2024. Under the 2024 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 was based on general business and market conditions, and other factors, including legal requirements. During the three months ended March 31, 2025, we repurchased approximately 19.2 million shares for $80.5 million under the 2024 Share Repurchase Program, which exhausted the authorization under the 2024 Share Repurchase Program.

Previous wording

On February 3, 2023, we acquired all outstanding stock of Power Finance Inc. (“Power Finance”). As part of the terms of the acquisition, we entered into postcombination cash compensation arrangements with certain key acquired employees whereby we shall pay them $85.1 million of cash over a weighted average 2.2 year service period following the acquisition date (subject to forfeiture upon termination). As of September 30, 2024, $24.2 million of the postcombination cash compensation arrangements remained outstanding.

Current wording

On February 3, 2023, we acquired all outstanding stock of Power Finance Inc. (“Power Finance”). As part of the terms of the acquisition, we entered into postcombination cash compensation arrangements with certain key acquired employees whereby we shall pay them $85.1 million of cash over a weighted average 2.2 year service period following the acquisition date (subject to forfeiture upon termination). As of March 31, 2025, $4.3 million of the postcombination cash compensation arrangements remained outstanding.

Previous wording

Net cash provided by investing activities consists primarily of maturities of our short-term investments. Net cash used in investing activities consists primarily of purchases of short-term investments, purchases of property and equipment, capitalization of internal-use software and cash consideration for business combinations.

Current wording

Net cash provided by investing activities consists primarily of maturities of our short-term investments. Net cash used in investing activities consists primarily of purchases of short-term investments, purchases of property and equipment, and capitalization of internal-use software.

Previous wording

Net cash provided by investing activities in the nine months ended September 30, 2024 was $37.0 million compared to net cash used in the same period in 2023 of $43.4 million. The increase in net cash provided by investing activities is primarily due to the Power Finance acquisition which occurred in 2023 partially offset by decreased cash inflows from the maturities and sales of short-term investments and increased capitalization of internal-use-software in the current year.

Current wording

Net cash provided by investing activities in the three months ended March 31, 2025 was $14.9 million compared to net cash provided by investing activities in the same period in 2024 of $33.5 million. The decrease in net cash provided by investing activities is primarily due to fewer maturities of short-term investments during the three months ended March 31, 2025.

Previous wording

Net cash used in financing activities in the nine months ended September 30, 2024 was $165.0 million compared to $197.3 million in the same period in 2023. The decrease in net cash used in financing activities is primarily due to the payment of the contingent consideration from our Power Finance acquisition in the prior year offset by increased payments to repurchase our Class A common stock under the 2024 and 2023 Share Repurchase Programs and increased tax withholdings related to net share settlement of share-based compensation awards.

Current wording

Net cash used in financing activities in the three months ended March 31, 2025 was $117.0 million compared to $44.5 million in the same period in 2024. The increase in net cash used in financing activities is primarily due to increased payments to repurchase our Class A common stock under the 2024 and 2025 Share Repurchase Programs, partially offset by a decrease in tax withholdings related to net share settlement of share-based compensation awards and cash received from stock option exercises.

Previous wording

Our Condensed Consolidated Financial Statements are prepared in accordance with GAAP. The preparation of these Condensed Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

Current wording

Our Condensed Consolidated Financial Statements are prepared in accordance with GAAP. The preparation of these Condensed Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses, and related disclosures. On an ongoing basis, we evaluate our accounting estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Quarterly Report on Form 10-Q and in our 2024 Annual Report for further discussion or incorporation by reference of the possible impact of these macroeconomic factors on our business.

Current report — wording carried from elsewhere

We record network incentives in the period we attain the contractual volume thresholds, given the uncertainty in the ultimate annual attainment of incentives. As such, unusual fluctuations in Card Network fees can occur in the quarter in which volume thresholds are attained as higher incentive rates are applied to volumes over the entire measurement periods, which can span six or twelve months. Generally, we earn a higher rate of monetary incentives during the first quarter of our fiscal year, as the annual measurement period is closest to completion and higher volume thresholds have been reached. In the second quarter of the fiscal year, we generally earn the lowest rate of monetary incentives as the annual measurement period and volume thresholds have reset.

Current report — wording carried from elsewhere

On February 25, 2025, the Company’s Board of Directors authorized an additional share repurchase program of 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. 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 2025 Share Repurchase Program has no set expiration date. During the three months ended March 31, 2025, the Company repurchased approximately 7.1 million shares for $30.3 million under the 2025 Share Repurchase Program. As of March 31, 2025, $269.7 million remained available for future share repurchases under the 2025 Share Repurchase Program.
Rearranged previous paragraphs (6)

Previous report — wording carried elsewhere

Executive Chairman Long-Term Performance Award consists of share-based compensation related to the Executive Chairman Long-Term Performance Award including the impact of forfeiture.

Previous report — wording carried elsewhere

The increase in TPV was mainly driven by growth across all our major verticals, particularly financial services and PxM customers. The growth in TPV for our top five customers, as determined by their individual processing volume in each respective period, was 25% in the nine months ended September 30, 2024 compared to the same period in 2023, while TPV from all other customers, as a group, grew by 69% in the nine months ended September 30, 2024 compared to the same period in 2023. Note that the top five customers may differ between the two periods.

Previous report — wording carried elsewhere

Costs of Revenue and Gross Margin

Previous report — wording carried elsewhere

Salaries, bonus, benefits, and payroll taxes decreased by $58.8 million or 23%, for the nine months ended September 30, 2024 compared to the same period in 2023. The decrease was driven by lower postcombination compensation costs to former employees of Power Finance, lower severance costs as a restructuring occurred in 2023, lower headcount year over year and an increase in salaries, bonus, and benefits costs capitalized for internal-use software development in 2024.

Previous report — wording carried elsewhere

Technology expenses increased by $2.5 million or 6% for the nine months ended September 30, 2024 compared to the same period in 2023 mainly due to higher licensing and hosting costs to support our continued growth as we implement and support our systems and tools.

Previous report — wording carried elsewhere

We generated 48% and 72% of our net revenue from our largest customer, Block, during the nine months ended September 30, 2024 and 2023, respectively.