MQ 10-K & 10-Q changes, risk factors and insider trading

WhileFor wethe haveyear experiencedended rapidDecember 31, 2025, net revenue growthincreased 23% to $624.9 million, from $507.0 million in prior2024. periods, ourOur net revenue decreased in the year ended December 31, 2024. The decrease in net revenue was2024, primarily driven by 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. Our total net revenue was $507.0$624.9 million, $676.2$507.0 million, and $748.2$676.2 million for the years ended December 31, 2025, 2024, 2023, and 2022,2023, respectively, a decreaseincrease of 25%23% and a decrease of 10%25% from the prior years, respectively. We believe our net revenue growth depends on several factors, including, but not limited to, our ability to:

Net revenue and TPV for any prior period should not be relied on as an indication of our future performance. If our TPV and net revenue growth rates decline or continue to decline, we may not achieve profitability as expected, and our business, financial condition, results of operations, and the price of our Class A common stock would be adversely affected.

We operate in a highly competitive and dynamic industry and we expect competition to increase in the future as established and emerging companies continue to enter the markets we serve or attempt to address the problems that our platform addresses. We face competition along several dimensions, including providers with legacy technology platforms, such as Fidelity National Information Services (FIS), Fiserv, and Global Payments (TSYS)Fiserv; modern API-based providers, such as Galileo, i2c, and Visa DPS; and emerging providers, such as Adyen and Stripe. We believe that the principal competitive factors in our market include: pricing; multiple program types (debit, prepaid, credit); multinational reach; complete solutions at scale; flexibility and configurability; reliability; compliance solutions; program management; brand recognition and reputation; and industry expertise and customer service. Moreover, as we expand the scope of our platform, we may face additional competition.

However, we expect that net revenue from a relatively small group of customers, including Block, will continue to account for a significant portion of our net revenue in the near term. The concentration of a large percentage of our net revenue with a limited number of customers exposes us disproportionately to any of those customers choosing to stop using our platform or using our platform in a reduced capacity, reducing their processing volume with us, or renegotiating, terminating, or failing to renew their agreements with us, or renewing their agreements with us on different terms.terms, or choosing to change network relationships. For example, the August 2023 Block Amendment renewed our agreement with Block for the Cash App program on different terms, which reduced reported net revenue. Should any of those events occur, our business, results of operations, and financial condition may be adversely affected.

We have incurred significant net losses since our inception, except for the year ended December 31, 2024. For the year ended December 31, 2024, we had net income of $27.3 million, which was primarily due to the forfeiture of the Executive Chairman Long-Term Incentive Award. We had net losses of $223.0$13.9 million and $184.8$223.0 million for the years ended December 31, 20232025 and 2022,2023, respectively. As of December 31, 20242025 and December 31, 2023,2024, our accumulated deficit was approximately $797.9$811.8 million and $825.2$797.9 million, respectively. We expect tomay continue to incur net losses for the foreseeable future and we may notfail to achieve profitability. We anticipate our operating expenses to continue to increase in the foreseeable future as we hire additional personnel, adjust compensation packages to hire new or retain existing employees, expand our operations and infrastructure, and continue to enhance and expand our platform, products, and services. These initiatives may be more costly than we expect and may not result in increased net revenue. Further as we expand our offerings to additional markets, our offerings in these markets may be less profitable than the markets in which we currently operate.

We also have agreements with Card Networks that, among other things, provide us certain monetary incentives based on the processing volume of our customers’ transactions routed through the respective Card Network. The timing and extent of amendments or new contracts related to our volume incentive arrangements with Card Networks could result in incentive payments that are recorded in a current period and based on volume processed in a prior period. We currently include Card Network fees in the pricing arrangements with the majority of our customers who engage us to arrange their use of one ofor more of the Card Networks. If these customers were to manage the relationship with the Card Networks directly, our reported net revenue may decrease. For example, the August 2023 Block Amendment provides that Block will be responsible for defining and managing the Cash App program with respect to the primary Card Network going forward which has the effect of reducing reported net revenue.

We intend to continue expanding and deepening our relationships with Issuing Banks and Card Networks. Diversifying these contractual relationships and operations increases the complexity of our operations and has leadled and may continue to lead to increased costs. The Issuing Banks and Card Networks we work with may fail to process transactions, breach their agreements with us, or refuse to renew or renegotiate our agreements with them on terms that are favorable, commercially reasonable, or at all. They might also take actions that could degrade the functionality of our platform, impose additional costs or requirements on us, or give preferential treatment to competitive services, including their own. If we are unsuccessful in establishing, renegotiating, or maintaining relationships with Issuing Banks or Card Networks, our business may be adversely affected.

The performance, availability, and connectivity of the data centers, cloud-based solutions, and other third parties that provide core services such as computing and storage infrastructure for our platform are outside of our control. If any of these infrastructure providers fail to provide sufficient capacity to support our platform or otherwise experience service outages, we may experience interruptions in our ability to operate our platform and our business could be adversely affected. We have experienced, and expect to continue to periodically experience, outages of the services provided by these providers.

Our operations depend on receiving, storing, transmitting, and otherwise processing sensitive information pertaining to our business, employees, customers, and customers’ end users. The confidentiality, integrity, and availability of such information residing on or processed using our systems is important to our business. While we have an internal security program, the success of such program has been, and will becontinue to be, impacted by new and existing vulnerabilities, human error, resource constraints, the efficiency of our processes and procedures, and management of gaps in controls. The integrity of our internal security program is also subject to changing standards or interpretations of standards as new frameworks are introduced and existing frameworks evolve.

We use vendors to perform certain services for us, in some cases involving management or other processing of sensitive data, and these vendors face similar security threats to the confidentiality, security, and integrity of their systems and the data they process for us. Unauthorized parties have attempted and will continue to attempt to gain access to our platform, systems, or facilities, and those of our customers, vendors, and other third parties with which we do business using a variety of methods such as cloud account takeover attacks, software lifecycle compromise, denial-of-service attacks, generative artificial intelligence impersonation, phishing attacks and other forms of social engineering, and ransomware and other malicious code.

We have incorporated and may continue to incorporate artificial intelligence (“AI”) solutions and features (includingincluding, for example, AI solutions utilizing generative AI, model context protocol (“MCP”) servers and agentic AI) into our platform and other aspects of our business and operations. The use of AI solutions and features in our business may increase or create additional cybersecurity risks, including risks of security breaches, data leaks, and other incidents.

Also, due to political uncertainty and military actions associated with geopolitical tensions, we and the third parties with which we work withmay arebe vulnerable to heightened risks of security breaches and incidents.

Any attempted, perceivedperceived, or actual breach or incident could disrupt our systems and other aspects of our operations, result in unauthorized or unlawful access to or loss, modification, unavailability, misuse, or other unauthorized processing of ours and our employees’ data and the data of third parties with which we work, have a significant impact on our reputation as a trusted brand, and expose us to legal risk and potential liability, and costs associated with remediation. Further, if there is a breach impacting payment card information that we store, process, or transmit or that is stored, processed, or transmitted by our customers or other third parties that we do business with, we could be liable to the Issuing Banks or our customers for certain of their costs and expenses, in addition to the potential for fines, penalties, and other liabilities.

We have adopted a flexible-first work environment, and expect to continue to be subject to challenges and risks associated with having a remote workforce.workforce, in addition to the privacy and cybersecurity risks noted throughout this section. For example, our employees and contractors are accessing our servers remotely through home or other networks to perform their job responsibilities. Such security systems may be less secure than those used in our offices, which may subject us to increased security risks, and expose us to greater risks of data or financial loss and associated disruptions to our business operations. In addition, any inability to track and manage hardware and software assets across our remote workforce could lead to loss of intellectual property, a security breach or incident, and unauthorized access to our systems and applications, potentially adversely affecting our business and financial condition.

Our business depends on a strong andstrong, trusted brand, and any failure to maintain, protect, enhance, and effectively market our brand would hurtadversely affect our business.

InNet fiscalrevenue 2024,growth weattributed announcedto our new technologies, includingsuch as portfolio migration, UX Toolkit, and the development of Marqeta Flex. Net revenue growth attributed to these new technologiesHub is dependent on increasing the number of existing customers or new customers who use our platform and these capabilities. Failure to scale these technologies, a competitive market, or failure to bring Marqeta FlexHub to market could adversely affect our business and financial results.

The success of our credit issuing capabilities and other credit programs also depends on our ability to effectively manage related risks for us and our Issuing Banks. While the Issuing Banks or other third parties we work with bear the credit risk, in some cases they rely on our credit decisioning engine and managed services to underwrite and/or to otherwise support the management of credit card programs in accordance with their credit policies. Our current and future efforts and the efforts of our Issuing Banks and other partners to expand the capacity of our Issuing Banks and mitigate risk to our credit issuing capabilities and other credit programs may not be successful. Numerous factors, many of which are outside of our control, can adversely affect the evaluation of credit risk. The information we use in processing credit transactions may be inaccurate or incomplete as a result of error or fraud, both of which may be difficult to detect and avoid. If a fraudulent applicant is approved based on our credit risk model, we may be liable for the losses incurred by the Issuing Bank, which could adversely affect our business and results of operations.

It is also important for us to implement tools to support the operational efficiency of our platform. For example, in the past yearfew years AI solutions have emerged as an opportunity for us, our customers, our vendors, and other third parties to innovate more quickly and efficiently and better serve our customers. Rapid adoption and novel uses of AI may, however, introduce unique and unpredictable security risks to our systems and platform, products, and services.

We have incorporated and may continue to incorporate AI solutions and features into our platform or other offerings, and otherwise within our business, and these solutions and features may become more important to our operations or to our future growth over time. There can be no assurance that we will realize the desired or anticipated benefits from AI and we may fail to properly develop, implement or market our AI solutions and features or to do so in a cost-effective manner. Additionally, we may fail to offer the AI solutions and features that our customers and potential customers expect or adopt. Our competitors or other third parties may incorporate AI into their products, offerings, and solutions more quickly or more successfully than we do, which could impair our ability to compete effectively, and adversely affect our results of operations. Additionally, our AI solutions and features may expose us to additional claims, demands, and proceedings by private parties and regulatory authorities and subject us to legal liability as well as brand and reputational harm. For example, if AI models used in our products or other offerings are incorrectly designed, the data we use to train them is incomplete or inadequate, the outputs (including any analysis or recommendations) are or are deemed to be inaccurate or discriminatory, or we do not have sufficient rights to use the data on which our models rely, the performance of our AI solutions and features, as well as our reputation, could suffer or we could incur liability through the violation of contractual or regulatory obligations.

The legal, regulatory, and policy environments around AI are evolving rapidly. For example, the European Union approved the EU Artificial Intelligence Act (the “EU AI Act, which achieved approval by the European Council on February 2, 2024,Act”), and the EuropeanEU ParliamentAI Act went into effect on MarchAugust 13,2, 2024,2024. The EU AI Act establishes a comprehensive, risk-based governance framework for artificial intelligence in the EU market, and will impose obligationsobligations, which may be onerous or burdensome, on providers and users of AI technologies. Additionally, several U.S. states have proposed, and in certain cases have enacted, legislation imposing obligations in connection with the development or use of, or otherwise regulating, AI technologies. U.S. and state-specific regulatory bodies have also issued advisories on the use of AI technologies and will likely step up their oversight and enforcement of these technologies. Other countries also are contemplating laws regulating AI and machine learning technologies. We may become subject to new legal and other obligations in connection with our use of AI, which could require us to make significant changes to our policies and practices, necessitating expenditure of significant time, expense, and other resources.

We have offices in the United States, Poland, Malta, Gibraltar, and the United Kingdom (“U.K.”), and legal entities in various other global jurisdictions, and we may pursue further international expansion of our business in new international markets where we have limited or no experience in marketing, selling, employing personnel, and deploying our platform, products, and services. Managing international operations requires us to comply with new regulatory frameworks, additional regulatory hurdles, and implement additional resources and controls. Our business model may not be successful or have the same traction outside the United States. International expansion subjects our business to additional risks, including:

Additionally, if the Issuing Banks we work with do not receive and submit ACH return files from us on time to the Federal Reserve Bank, the originating depository financial institution that sent the original ACH payment is not required to return the funds to the customer account at the Issuing Bank. We have in the pastpast, and may in the futurefuture, be responsible for delays or errors in processing ACH return files, in which case we bear responsibility for the funds that should have been returned to the customer account and may suffer financial losses.

Changes in our executive management team may also disrupt our business. Any employment agreements we have with our executive officers or other key personnel do not require them to continue to work for us for any specified period and, therefore, they could terminate their employment with us at any time. We have inrecently the past,experienced, and may incontinue theto future, experienceexperience, high attrition and turnover rates across the Company, including executive officers and other key personnel. For example, we recently appointed a new Chief Financial Officer, effective February 9, 2026. At that time, Mr. Milotich, the Company’s Chief Executive Officer and Chief Financial Officer, ceased serving in the Chief Financial Officer role and no longer serves as the Company’s principal financial officer. Mr. Milotich continues to serve as the Chief Executive Officer and as a member of the board of directors. Additionally, we have in the past and may continue in the future to periodically reorganize the Company’s departments in an effort to increase efficiencies or better serve our customers. The loss of theseexecutive employeesofficers and key personnel may lead to a decrease in institutional knowledge which may adversely affect our business. Additionally, we do not maintain any key person insurance policies.

We intend to continue to make investments to support our business and may require additional funds. Despite having $1.1$771.9 billionmillion in cash and highly liquid short-term investments on our balance sheet, weas of December 31, 2025. We may seek additional funds to develop new products and enhance our platform and existing products, expand our operations, improve our infrastructure, or acquire complementary businesses, technologies, services, products, and other assets. In addition, we are using a portion of our cash to satisfy tax withholding and remittance obligations related to the vesting of Restricted Stock Units (“RSUs”) and Performance-based Restricted Stock Units (“PSUs”) as well as to effect share repurchases. See the section titled “Risk Factors—Risks Relating to Ownership of Our Class A Common Stock—We cannot guarantee that our share repurchase program will enhance long-term stockholder value. Share repurchases could also affect the trading price of our stock and may reduce working capital” for additional information regarding our share repurchase programs. Accordingly, we may need to engage in equity or debt financings to secure additional funds.

We have in the past and may in the future acquire or invest in businesses, products, or technologies that we believe could complement our platform, products, and services, expand our geographic reach or customer base, or otherwise offer growth opportunities. For example, we acquired Power Finance Inc. in February 2023 and we intend to complete the acquisition of the TransactPay businessin of Neptune International Ltd inJuly 2025. The identification, pursuit, evaluation, and negotiation of potential strategic transactions may divert the attention of management and entail various expenses, whether or not such transactions are ultimately consummated. Any acquisition, investment, or business relationship may result in unforeseen operating difficulties and expenditures or require us to make adjustments to our or the acquired company's business models. There can be no assurance that we will be successful in identifying, negotiating, and consummating favorable transaction opportunities or successfully integrating the acquired personnel, operations, and technologies, or effectively scaling and managing the combined business following the acquisition.

In the ordinary course of business, we have been, are currently, and in the future may be, involved in litigation or disputes. We have also receivedreceived, and may in the future receive, inquiries, warrants, subpoenas, and other requests for information in connection with government investigations. Such claims, disputes, lawsuits, proceedings, and investigations could involve matters relating to employment, wage and hour, commercial, antitrust, securities, the duties of officers or directors, regulatory compliance, and other matters. The number and significance of litigation, regulatory, and government or legal investigation matters and disputes has increased and may continue to increase as our business expands. We also had in the past, have currently, and may have in the future indemnification obligations as a result of our contracts with customers and other counterparties that may require us to reimburse or pay for damages, fees, or other expenses associated with claims, lawsuits, proceedings, and investigations such customers and other counterparties face.

We conduct vendor due diligence and manage such vendors using a risk-based approach intended to determine if relevant vendors have the ability, consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and to promptly report to us any suspected breach of their security measures that may affect our business. If we are unable to timely and accurately identify at-risk vendors or if a service provider fails to properly safeguard our data or intellectual property, fails to meet contractual requirements (including compliance with applicable laws and regulations), suffers a cyberattack, security breach or incident, or other system outage or interruption, or terminates its contract with us, we could be subject to claims from customers or other third parties or regulatory enforcement actions, and such incidents may also put information we process at risk which could in turn adversely affect our business, reputation, financial condition, or results of operations.

Our agreements with Issuing Banks, Card Networks, customers, vendors, lessors, and other third parties include indemnification provisions under which we agree to indemnify them for losses or expenses suffered or incurred in certain circumstances, including, for example, in relation to claims arising out of the breach of such agreements, services to be provided by us, or from intellectual property infringement claims made by third parties. Some of these agreements provide for uncapped liability for indemnification claims and some indemnity provisions survive termination or expiration of the applicable agreement. In some cases, weWe have in the past been, and could continue to bebe, exposed to liability or indemnification claims from our customers, Card Networks, or Issuing Banks in connection with the services we provide. Large payments to customers, Card Networks, or Issuing Banks could harm our business, results of operations, and financial condition. Any dispute with a customer, Card Network, or Issuing Bank with respect to these obligations could have adverse effects on our relationship with that counterparty and other existing or prospective customers, Card Networks, or Issuing Banks, and harm our business and results of operations. Further, although we carry insurance, our liability insurance may not cover all potential claims made against us or be sufficient to cover us for all liability that may be imposed, and any such coverage may not continue to be available to us on acceptable terms or at all.

In addition, we have been and may continue to be involved in various lawsuits, claims, and proceedings that arise in the ordinary course of business. We record a liability for these when we believe it is probable that we have incurred a loss, and that we can reasonably estimate the loss. We regularly evaluate current information to determine whether we should adjust a recorded liability or record a new one. If a loss is reasonably possible and the loss or range of loss can be reasonably estimated,estimated and is expected to be material to the financial statements, we disclose the possible loss in the accompanying notes to the Consolidated Financial Statements. Judgment is required to determine both the probability and the estimated amount.

While we currently operate our business in an effort to ensure our business itself is not subject to the same level of regulation or licensing as the Issuing Banks and Card Networks that we contract with, Issuing Banks and Card Networks operate in a highly regulated environment, and there is a risk that those regulations could become directly applicable to or directly impact us. We have structured our business in a manner reasonably designed to comply with applicable laws and regulations, including, but not limited to, applicable laws relating to money laundering, sanctions, consumer protection, and money transmission services; however, it is possible that a relevant regulator may disagree, which could expose us to penalties and/or censure. If a relevant regulator disagreed with our analysis of, and compliance with, applicable laws, we may be required to seek licenses, authorizations, or approvals from those regulators, which may be dependent on us meeting certain capital and other requirements, and may subject us to additional regulation and oversight, all of which could significantly increase our operating costs.

As our business and platform continue to develop and expand, we continue to become subject to additional laws, rules, regulations, and industry standards, including possible additional examination and supervision, in the United States and internationally. For example, in Canada, the Retail Payment Activities Act (the “RPAA”) will subjectsubjects payment service providers (“PSPs”), including a Marqeta subsidiary, to supervision by the Bank of Canada. One of our subsidiaries submitted an application for registration under the RPAA in November 2024,Canada and we and otherrequires PSPs mustto establish, implement, and maintain a risk management and incident response framework that complies with the RPAARPAA. A Marqeta subsidiary, Marqeta Payments LLC, is registered as a PSP and is subject to these regulatory requirements and supervision. Additionally, TransactPay operates under an EMI license in the UK, Gibraltar, and the EEA. As a result, TransactPay is subject to stringent requirements related to capital adequacy, anti-fraud measures, data security, and transaction monitoring, as well as oversight by Septemberrelevant 8,European 2025.financial authorities. New or expanded regulation or changes in interpretation or enforcement of existing regulations may have an adverse effect on our business, results of operations, and financial condition due to increased compliance costs and new restrictions affecting the offering of our platform, products and services.

As a result of our business relationships, we may also be subject to direct or indirect supervision and examination by various authorities. The CFPB, for example, has indicated it hasmay use dormant authority to examine certain companies whose services may pose risk to consumers, which may include our company. The Board of Governors of the Federal Reserve System, the FDIC, and the Office of the Comptroller of the Currency (the “Federal Banking Agencies”) have also issued a growing number of enforcement actions in connection with partnerships between banks and financial technology companies in recent years. The Federal Banking Agencies have also published interagency guidance for banks to develop and implement risk management practices for these arrangements, which clarifies supervisory expectations for banks to oversee the third parties with whom they partner. With respect to payment activities, including card issuing, the Federal Banking Agencies have indicated that they may further clarify their supervisory expectations. Accordingly, as a program manager for Issuing Banks, we are subject to the Issuing Banks’ risk management standards for third-party relationships in accordance with supervisory guidance and examination by the Federal Banking Agencies. Should we or the Issuing Banks with whom we work be unable to satisfy these standards, we may have to discontinue certain programs or relationships or be unable to onboard new customers or products to the Issuing Banks, and, it is also possible that regulators could hold us or our customers responsible for actual or perceived deficiencies in connection with our arrangements with Issuing Banks, and our business, financial condition, and results of operations may be adversely affected.

Further, while we do not handle or interact with cryptocurrency and we only process transactions on our platform in fiat currencies, certain cryptocurrency businesses use our platform to provide card products to their customers and end users. The regulation of cryptocurrency is rapidly evolving and varies significantly among jurisdictions and is subject to substantial uncertainty. Various legislative and executive bodies in the United States and other countries may adopt laws, regulations, or guidance, or take other actions, which may impact our Issuing Banks and restrain the growth of cryptocurrency businesses and in turn impact the net revenue associated with our cryptocurrency business customers.

For example, we are subject to the California Consumer Privacy Act (as amended, including by the California Privacy Rights Act, the “CCPA”), which imposes significant restrictions on the collection, processing, and disclosure of personal data, including imposing increased penalties related to data privacy incidents. Other U.S. states have also passed or are considering privacy legislation, including omnibus privacy legislation similar to the CCPA, and industry organizations regularly adopt and advocate for new standards in these areas. We are also subject to U.S. federal legislation such as the Gramm-Leach-Bliley Act and regulatory oversight in this area,area. including byFurther, the CFPBU.S. whichDepartment of Justice has shownissued anregulations increasedrestricting interestcertain inbulk the governancetransfers of sensitive personal data.

In addition, other global laws, rules, and regulations related to data governance may impact our current and future operations. This includes, for example, regulations relating to cybersecurity, such as Europe’sthe EU’s Digital Operational Resilience Act and Cyber Resilience Act, other EU regimes such as the EU’s Data Act, regulations relating to the EMI license held by TransactPay, U.S. federal and state-specific data broker legislation, and laws, regulations, and advisory opinions pertaining to the development and use of AI.

A portion of our net revenue is derived from Interchange Fees and changes in Interchange Fees or Interchange Fee regulationregulations, or in interpretation of existing regulations, could adversely affect our business, results of operations, and financial condition.

A portion of our net revenue is derived from Interchange Fees and the amount of Interchange Fees we earn is highly dependent on the interchange rates that the Card Networks set and adjust. Interchange Fees and assessments are subject to change from time to time by the Card Networks and due to government regulation. Interchange Fees have historically been, and continue be, the subject of intense legal and regulatory scrutiny and competitive pressures in the electronic payments industry in the United States and internationally. For example, in the United States, the Durbin Amendment may restrict or otherwise impact the way we do business or limit our ability to charge certain fees to customers. Issuing Banks that are exempt from the Interchange Fee restrictions in the Durbin Amendment are able to access higher interchange rates on debit and prepaid card transactions. As a result, to maximize our Interchange Fees in the United States, we generally only contract with Issuing Banks that are subject to this exemption from the Durbin Amendment when we provide services for debit and prepaid card programs. While these Issuing Banks are currently exemptqualify for this exemption from the limitations on debit and prepaid card Interchange Fees, and we expect them to continue to bequalify exempt,for the exemption, we can offer no assurance or guarantee that they will remain exempt, and various events outside our control may cause these Issuing BanksBanks, or some of the debit and prepaid card transactions processed on cards they issue, to become subject to the interchange fee limits under the Durbin Amendment. In addition, new laws or regulations related to interchange fees may be enacted. For example, Illinois passed the Interchange Fee Prohibition Act (“IFPA”), which prohibits the collection of debit and credit card interchange fees in Illinois for the portion of a card transaction that is attributable to sales taxes, excise taxes and gratuities if the merchant informs the acquiring bank of the amount of these taxes and gratuities. The IFPA is expected to be effective on July 1, 2025,2026, pending ongoing litigation. While any potential reduction in our revenue from the new law in Illinois is not expected to be material, if any additional legislation regulating Interchange Fees is enacted in other jurisdictions, or if there are changes in existing regulations or to the interpretation of existing regulations, then the portion of our net revenue derived from Interchange Fees may be adversely affected. Further, complying with a patchwork of state laws governing Interchange Fees may create compliance burdens for our Issuing Banks and us, which may adversely affect our business, financial condition, and results of operations.

Certain of our products and services may be subject to export control and economic sanctions regulations, including the U.S. Export Administration Regulations, and various economic and trade sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. If we fail to comply with these laws and regulations, or with export control and economic sanctions regulations in other jurisdictions, we and certain of our employees could be subject to substantial civil or criminal penalties, including the possible loss of export privileges, fines imposed on us and responsible employees, and, in extreme cases, the incarceration of responsible employees.

The process of designing and implementing effective internal controls and disclosure controls is a continuous effort. To maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including technology- and accounting-related costs and significant management oversight. IfWe have experienced material weaknesses in the past, and if any of our controls and systems do not perform as expected, we may experience material weaknesses.weaknesses in the future. In addition, testing and maintaining internal controls and disclosure controls may divert management’s attention from other matters that are important to our business.

We are subject to income taxes in the United States and numerous foreign jurisdictions. Our domestic and international tax liabilities are dependent upon the location of earnings among these different jurisdictions. Any changes in tax legislation, regulations, policies, or practices in the jurisdictions in which we operate could increase our effective tax rate and materially increase the amount of taxes we owe, thereby negatively impacting our results of operations as well as our cash flows from operations. For example, on July 4, 2025, H.R. 1, also known as the “One Big Beautiful Bill Act,” was enacted into law, making a number of changes to U.S. federal income tax law, including permanently suspending the requirement to capitalize and amortize domestic research and development expenditures and permitting such deductions on a current basis. However, due to our full valuation allowance on our deferred tax assets, these changes did not have a significant impact on our financial position or results of operations.

Additionally, successful assertion by one or more states, or foreign jurisdictions, requiring us to collect sales, value added, or similar indirect taxes where we presently do not do so, or to collect more of such indirect taxes in a jurisdiction in which we currently do collect some indirect taxes, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest. Also, any change to applicable tax laws or successful challenge to how or where our profits are currently recognized, could increase our overall taxes, and our business, financial condition, or results of operations may be adversely impacted. For example, the Organization for Economic Co-operation and Development (the "OECD") has proposed a global minimum tax rate of 15% ("Pillar Two"), which has been, and is being adopted by multiple jurisdictions. On January 5, 2026, the OECD announced a “side-by-side” elective safe harbor that exempts U.S.-parented multinational entities (like us) from certain provisions of Pillar Two for fiscal years beginning on or after January 1, 2026.

We have incurred substantial net operating losses (“NOLs”) and other tax attributes, including research & development (“R&D”) credits, during our history. In general, under Section 382 of the Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” (generally defined as a greater than 50-percentage-point cumulative change (by value) in the equity ownership of certain stockholders over a rolling three-year period) is subject to limitations on a company’s ability to utilize its NOLs and other tax attributes to offset taxable income. We have experienced ownership changes since inception and believe that our existing NOLs and other tax attributes, including R&D credit carryforward, will be subject to such limitation.limitations.

Additionally, we expect to grant equity awards to employees and directors under our stock incentive plan. We have granted equity awards to employees and directors under our stock incentive plans in the past, and such grants may dilute your ownership as the equity vests and the RSUs and PSUs are released and the options are exercised. In addition, as of December 31, 2024,2025, we had 14,962,0008,197,000 option shares outstanding that, if fully vested and exercised, would result in the issuance of an equal number of shares of Class A or Class B common stock, as well as 33,806,00029,086,000 total shares of Class A or Class B common stock subject to RSU and PSU awards.

InOur May 2023, our boardBoard of directorsDirectors approvedhas aperiodically $200 millionauthorized share repurchase programprograms for repurchases of shares of our Class A common stock, including most recently the authorization on December 4th, 2025, for the repurchase of up to an aggregate of $100 million of our Class A common stock (the “2023December 2025 Share Repurchase Program”). Repurchases under the 2023 Share Repurchase Program were completed as of March 31, 2024. In May 2024, our board of directors approved another $200 million share repurchase program for shares of our Class A common stock (the “2024 Share Repurchase Program”), and in February 2025, our board of directors approved an additional $300 million share repurchase program for shares of our Class A common stock (the “2025 Share Repurchase Program,” and, together with the 2024 Share Repurchase Program, the “Active Share Repurchase Programs”). The actual timing, manner, number, and value of shares repurchased under the ActiveDecember 2025 Share Repurchase ProgramsProgram will depend on a number of factors, including the availability of cash, the market price of our Class A common stock, general market and economic conditions, applicable requirements, and other business considerations. The ActiveDecember 2025 Share Repurchase ProgramsProgram may be suspended, modified, or discontinued at any time and we have no obligation to repurchase any amount of our Class A common stock under the programs. The ActiveDecember 2025 Share Repurchase ProgramsProgram havehas no set expiration date. We intend to make all repurchases in compliance with applicable regulatory guidelines and to administer the plans in accordance with applicable laws, including Rule 10b-8 of the Exchange Act. Other risks and uncertainties include, among other things, the market price of our stock prevailing from time to time, the nature of other investment opportunities presented to us, our financial performance and our cash flows from operations, and general economic conditions, which could adversely affect our results of operations and cash flows.

Our business, the industry, and our customers’ businesses are generally sensitive to macroeconomic conditions. Our net revenue is impacted, to a significant extent, by general economic conditions, their impact on levels of spending by businesses and their customers, and the financial performance of our customers. Supply chain disruption, a global labor shortage, increased inflation, uncertainty in global regulatory and economic conditions, including as a result of uncertainty in global trade from actual and potential tariffs and counter tariffs, and higher interest rates have at times adversely affected our business, results of operations, and business outlook and may continue tocould create uncertainty as to our and our customers’, vendors’ and other counterparties’ financial results, operations, and business outlook.outlook now or in the future. We are unable to predict the impact that these and other macroeconomic factors may have or continue to have on our business and processing volumes, and on our future results of operations.

Weak economic conditions may make it more difficult to collect on outstanding accounts receivable. The global credit and financial markets have from time to time experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, rising interest and inflation rates, declines in consumer confidence, declines in economic growth, increases in unemployment rates, and uncertainty about economic stability. The bank closures and failures in 2023 created bank-specific and broader financial institution liquidity risk and concerns. Future adverse developments with respect to specific financial institutions or the broader financial services industry may lead to market-wide liquidity shortages, impair the ability of companies to access near-term working capital needs, and create additional market and economic uncertainty.

Our systems and operations are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, strikes, health pandemics, such as the COVID-19 pandemic, and similar events. For example, our principleprincipal executive officesoffice areis located in the San Francisco Bay Area, a region known for seismic activity and wildfires, and a significant natural disaster in that area or any other location in which we have offices or facilities or employees working remotely, such as an earthquake, fire, or flood, could have a material adverse effect on our business, results of operations financial condition, and future prospects. Our insurance coverage may be insufficient to compensate us for the losses that may occur. In addition, strikes, wars, terrorism, and other geopolitical unrest could cause disruptions in our business and lead to interruptions, delays, or loss of critical data. If a natural disaster, power outage, connectivity issue, or other event occurs that impacts our employees’ ability to work remotely, our business and results of operations could be adversely affected. We may not have sufficient protection or recovery plans in certain circumstances, such as a significant natural disaster, and our business interruption insurance may be insufficient to compensate us for losses that may occur.

Marqeta’s mission is modernizing financial services by making the entire payment experience native and delightful. Marqeta’s modern platform empowers our customers to create customized and innovative payment card programs with configurability and flexibility. Marqeta’s open APIs provide instant access to highly scalable, cloud-based payment infrastructure that enables customers to embed the payments experience into apps or websites for a personalized user experience. Customers can launch and manage their own card programs, issue cards, and authorize and settle payment transactions quickly using our platform. We also deliver robust bank, network, and card program management,management and value added services, allowing our customers to embed Marqeta in their offering without having to build certain complex compliance elements or customer support services.

Marqeta’s innovative products are developed with deep domain expertise and a customer-first mindset to launch, scale, and manage card programs. Marqeta provides allthe offollowing itsofferings customers with issuer processor services, and for most of its customers it also acts as a card program manager. Dependingbased 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 offeringsresponsibility:

•ManagedBank Byand MarqetaNetwork Management: With Managed By Marqeta, Marqeta typicallyprovides connectsa service option to connect customers to an Issuing Bank partner to act as the BIN sponsor for the customer’s card program, managesdefine theand customer’smanage carda program on behalfnumber of the Issuingprimary Bank,tasks related to launching a card program, and providescan provide 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 definingenvironment and managing the programapplicable withregulations and the Card Networks and Issuing Bank,Bank. operatingIn theaddition, programMarqeta andprovides managinganother certainservice profitabilityoffering components,to and managingmanage 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.

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 counter tariffs, 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” under Part I, Item 1A of this Annual Report on Form 10-K for further discussion of the possible impact of these macroeconomic factors on our business.

Key Operating MetricMetrics and Non-GAAP Financial Measures

We review a number of operating and financial metrics, including the key operating metric set forth below, to help us evaluate our business and growth trends, establish budgets, evaluate the effectiveness of our investments, and assess operational efficiencies. In addition to the results determined in accordance with GAAP, the following table sets forth a key operating metric and non-GAAP financial measures that we consider useful in evaluating our operating performance.performance:

Adjusted EBITDA - Adjusted EBITDA is a non-GAAP financial measure that is calculated as Net income (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 chargesand other one-time costs; acquisition related expenses which consist of due diligence costs, transaction costs and integration costs related to potential or successful acquisitions and cash and non-cash postcombination compensation expenses; non-recurring litigation expense; income tax expense (benefit); and other income, net, which consists primarily of interest income from our short-term investments,investments and cash deposits, impairment of financial instruments and 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.losses. We believe that Adjusted EBITDA is an important measure of operating performance because it allows management and our boardBoard of directorsDirectors to evaluate and compare our core operating results, including our operating efficiencies, from period to period. Additionally, we utilize Adjusted EBITDA as an input into our calculation of our annual employee bonus plans and performance-based restricted stock units. See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures, a change in presentation, and a reconciliation of Net income (loss) income to Adjusted EBITDA.

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 boardBoard of directorsDirectors 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 income (loss) income to Adjusted EBITDA Margin.

Non-GAAPAdjusted operating expenses - Non-GAAPAdjusted 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 chargesand other one-time costs; non-recurring litigation expense; and acquisition-related expenses which consists of due diligence costs, transaction cost and integration costs related to potential or successful acquisitions, and cash and non-cash postcombination compensation expenses. We believe that non-GAAPadjusted 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 operation expenses to non-GAAPadjusted operating expenses.

Platform services revenue, net. Platform services revenue includes Interchange Fees, net of Revenue Share and other service-level payments to customers, and Card Network and Issuing Bank costs for certain customer arrangements where the Company is an agent in the delivery of services to the customer. Platform services revenue also includes processing and other fees. “Interchange Fees” are transaction-based and volume-based fees set by a Card Network and paid by a merchant bank to the Issuing Bank that issued the payment card used to purchase goods or services from a merchant. TheWe Company earnsearn Interchange Fees on card transactions we process for our customers and the fees are based on a percentage of the transaction amount plus a fixed amount per transaction. Interchange Fees are recognized when the associated transactions are settled.

“Revenue Share” payments are incentives to our customers to increase their processing volumes on our platform. Revenue Share is generally computed as a percentage of the Interchange Fees earned or processing volume and is paid to our MxM customers monthly. Revenue Share payments are recorded as a reduction to net revenue. Generally, as customers' processing volumes increase, the rates at which we share revenue increase.

Processing and other fees are priced as either a percentage of processing volume or on a fee per transaction basis and are earnedearned, for example, when payment cards are used at automated teller machines or to make cross-border purchases. Minimum processing fees, where customers' processing volumes fall below certain thresholds, as well as transaction fees for utilizing other value-added services and program management features, are also included in processing and other fees.

Costs of revenue consist of Card Network fees, Issuing Bank fees, and card fulfillment costs for customer arrangements where thewe Company isare the principal in providing services to the customer and excludes depreciation and amortization, which is reported separately within the Consolidated Statements of Operations and Comprehensive Income (Loss). Income. Card Network fees are equal to a specified percentage of processing volume or a fixed amount per transaction routed through the respective Card Network. Issuing Bank fees compensate our Issuing Banks for issuing cards to our customers and sponsoring our card programs with the Card Networks and are typically equal to a specified percentage of processing volume or a fixed amount per transaction. Card fulfillment costs include physical cards, packaging, and other fulfillment costs.

We have separate marketing and incentive arrangements with Card NetworksNetworks, that provide us with monetary incentives for establishing customer card programs with,with and routing transaction volume through,through the respective Card Network.Networks. The amount of theThese incentives isare generallytypically determinedcalculated based onas a percentage of the processingprocessed transaction volume or the number of transactions routed overthrough the Card Network. We recordaccount for these incentives as a reduction of Card Network fees within Costs of Revenue in customer arrangements where thewe Companyact isas the principal. Generally, asAs processing volumes increase, we earn a higher ratecumulative ofincentive monetary incentives from these arrangements,rate, subject to attainingachieving certainspecific cumulative volume thresholds duringwithin an annual measurement period. For certain incentive arrangementsarrangements, with anthe annual measurement period, the one-year period may not align with our fiscal year.

WePrior recordto the second quarter of fiscal year 2025, we recognized network incentives in the period wewhen attaincumulative transaction volume thresholds were met, due to insufficient data to reliably estimate the contractualamount volumeof thresholds,incentives givenCard Networks would ultimately earn over the uncertainty in the ultimaterespective annual attainmentperiod. ofThis incentives.approach Asresulted such, unusualin fluctuations in Card Network feesincentives, canparticularly occur in the quarter in which volumewhen thresholds arewere attainedreached, as higher incentive rates arewere applied retroactively to volumes over the entire annual measurement periods,period. which can span six or twelve months. Generally,Historically, we earnhave aearned higherthe ratehighest ofincentive monetaryrates incentives duringin the first quarter of our fiscal year, as thewhen annual measurement periodperiods isare closest tonearing completion and higher cumulative transaction volume thresholds haveare beenachieved. reached. InConversely, the second quarter of the fiscal year, we generally earnreflected the lowest rateincentive of monetary incentives,rates, as the annual measurement periodperiods and cumulative transaction volume thresholds havereset reset.to lower levels.

Executive Chairman Long-Term Performance Award. Executive Chairman Long-Term Performance Award consists of share-based compensation related to the Executive Chairman’s Long-Term Performance Award, including the impact of forfeiture. The Executive Chairman Long-Term Performance Award was forfeited in the currentfiscal year 2024 as a result of the Company’s Executive Chairman transitioning to a non-employee director role on the boardBoard of directors.Directors.

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.

Other services revenue increased $3.7$5.4 million, or 17%,21%, for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. This growth was driven by a rise in card-related fulfillments,fulfillment whichactivities, included both one-time replacements andreflecting an overall increase in customer card shipments compared to the prior period.year.

The increase in TPV was mainly driven by growthstrong performance across all of our major verticals,use cases, particularly financial services, lending, including buy-now-pay later, and PxMexpense customers. The growth inmanagement. TPV forfrom our top five customers, as determined by their individual processing volume in each respective period, wasgrew 24%21% for the year ended December 31, 20242025 compared to the year ended December 31, 2023. This growth was mirrored by a 67% increase in2024. TPV from all other customers forincreased 69% over the same period. Note that the composition of the top five customers may differ between the two periods.

Costs of revenue decreasedincreased by $191.5$32.5 million, or 55%,21%, for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024, Theprimarily decreasedriven by higher Card Network and Issuing Bank fees related to the 31% growth in TPV. This increase was primarilypartially offset by $1.5 million of higher network incentives recognized in 2025 due to the revenuerevised presentationaccounting changepolicy for ourestimating fees owed to Issuing Banks and Card Networks related to the Cash App primary Card Network volume which are now reflected within net revenueincentives as a result of the August 2023 Block Amendment. In addition, the Company realized improved economics with the Issuing Banks with which we work. These decreases were partially offset by increases in Issuing Bank and Card Network fees drivenare bypresented TPVnet growth.of monetary incentives received from Card Networks.

As a result of the decreases in costs of revenue being less than the decreases in net revenue explained above, our grossGross profit increased by $22.3$85.4 million, or 7%,24%, for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024, Ouras net revenue growth outpaced the increase in costs of revenue. As a result, gross margin increasedimproved to 69%70% during the year ended December 31, 20242025 from 49%69% duringin the yearprior ended December 31, 2023.year.

Salaries, bonus, benefits, and payroll taxes decreased by $57.8$25.4 million, or 18%,10%, for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. TheThis decrease was largelyprimarily driven by lower year-over-year postcombinationpost-combination compensation costsexpenses tofor former employees of Power Finance.Finance To a lesser extent, lower year-over-year severance costs related to the restructuring that occurred in 2023, lower average headcount,employees and anhigher increasecapitalization inof salaries, bonus, and benefits costs capitalizedassociated forwith internal-use software development activities during 2025. These savings were partially offset by an increase in 2024year-over-year alsobonus contributedexpense and severance and one-time retention bonuses awarded to certain key employees during the decrease.year ended December 31, 2025 for which there were no comparable expenses in 2024.

TechnologyShare-based expensescompensation increaseddecreased by $4.4$31.8 million, or 8%,23%, for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. TheThis increasedecrease was mainly due to higher softwareyear-over-year forfeitures of stock based awards, including those related to the departure of our former CEO in the first quarter of 2025, as a service costs to support our continued growth and higher software licensing costswell as wethe implementfull newvesting internalof systemsolder andstock tools.option grants outpacing the expense from newer restricted stock unit awards.

Other operatingTechnology expenses decreasedincreased by $1.2$4.9 million, or 7%,8%, for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. TheThis decreaseincrease was primarilymainly duedriven by higher software license and hosting costs to costsupport optimizationsystem initiativesand intool theimplementations currentamid year.ongoing business growth.

ExecutiveThe executive chairman long-term performance award decreased by 100% for the year ended December 31, 20242025 compared to theDecember same31, period in 2023 primarily2024 due to athe one-timeforfeiture reversalin the second quarter of share-based2024 compensation expense of $167.3 million, of which $144.6 million related to expenses recognized in prior periods, asfollowing the Executive ChairmanChairman’s Long-Term Performance Award was forfeited in the current year as a result of the Company’s Executive Chairman transitioningtransition to a non-employee director role on the boardBoard of directors.Directors.

We recognized incomeIncome tax expense ofdecreased $0.8by $0.2 million or 25% for the year ended December 31, 20242025 compared to an income tax benefit of $7.6 million for the year ended December 31, 2023, which was2024 primarily attributabledue to an $8.0increase millionin partialresearch valuationand allowance release during 2023 due to the Power Finance acquisition, partially offset by incomedevelopment tax expensescredits resultinggenerated fromin profitable foreign operations.Canada.

•other companies, including companies in our industry, may calculate adjusted EBITDA and non-GAAP operating expenses differently than how we calculate thisthese measuremeasures or not at all; thislimiting reduces itstheir usefulness as a comparative measuremeasures;

•although depreciation and amortization are non-cash charges, the assets being depreciated andor amortized may haverequire tofuture be replaced in the future,replacement, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditures; and

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

_______________ (21) Restructuring includes a net reduction of $2.9 million of stock-based compensation related to the forfeiture of certain equity awards during the year ended December 31, 2023. See Note 13, “Restructuring” for additional information.

(32) Acquisition-related expenses, which include transaction costs, integration costs,costs and cash and non-cash postcombination compensation expense, have been excluded from adjusted EBITDA as such expenses are not reflective of our ongoing core operations and are not representative of the ongoing costs necessary to operate our business; instead, these are costs specifically associated with a discrete transaction.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, our business, financial condition, results of operations, cash flows, future prospects, and the trading price of our Class A common stock can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in Part I, Item 1A of our 2025 Annual Report and in Part II, Item 1A of our Quarterly Report on Form 10-Q filed with the SEC on May 5, 2026 under the heading "Risk Factors," which are incorporated herein by reference, any one or more of which could, directly or indirectly, materially and adversely affect our business, financial condition, results of operations, cash flows, future prospects, and the trading price of our Class A common stock, or cause them to vary materially from past or anticipated future results. Except as set forth below, there have been no material changes to our risk factors since the 2025 Annual Report. The following risk factor is being added to supplement the risk factors previously disclosed in the 2025 Annual Report:

Adjusted EBITDA - Adjusted EBITDA is a non-GAAP financial measure that is calculated as Net income (loss) adjusted, as applicable, to exclude depreciation and amortization; share-based compensation expense; payroll tax related to share-based compensation; restructuring and other one-time costs; acquisition related expenses which consist of due diligence costs, transaction costs and integration costs related to potential or successful acquisitions and cash and non-cash postcombination compensation expenses; non-recurring litigation expense; income tax expense (benefit); and other income, net, which consists primarily of interest income from our short-term investments and cash deposits, impairment of financial instruments and realized foreign currency gains and losses. We believe that Adjusted EBITDA is an important measure of operating performance because it allows management and our Board of Directors to evaluate and compare our core operating results, including our operating efficiencies, from period to period. Additionally, we utilize Adjusted EBITDA as an input into our calculation of our annual employee bonus plans and performance-based restricted stock units. See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures, a change in presentation, and a reconciliation of Net income (loss) to Adjusted EBITDA.

Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025

Total platform services, net revenue increased by $24.4$20.5 million, or 18%,14%, for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025. The overall increase in platform services revenue was primarily driven by a 33%32% increase in TPV, partially offset by unfavorable shifts in our card program mix, particularly the expansion of programs where we provide processing services with minimal or no program management.

Other services revenue increased by $2.4$5.1 million, or 33%,70%, for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025, primarily driven by professionalhigher servicescard-related renderedfulfillment, forincluding acard certainreplacements networkand integrationincreased projectcustomer thatcard was completed in the first quarter of 2026.shipments.

The increase in TPV was driven by strong performance across all our major use cases, particularly financial services, lending including buy-now-pay later, and expense management. TPV for our top five customers, based on their individual processing volumes in each respective period, increased 25%,26%, in the three months ended MarchJune 31,30, 2026, compared to the same period in 2025.2025 while TPV from all other customers, as a group, grew 58%,49%, over the same period. Note that the composition of the top five customers may differ between the two periods.

Costs of revenue increased by $7.8 million, or 19%,17%, for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025. This increase was primarily driven by higher Card Network and Issuing Bank fees associated with the 33% increase in TPV. In addition, we recognized higher costs related to card-related fulfillment, including card replacements and increased customer card shipments.

As the increase in costs of revenue was outpaced by the net revenue growth discussed above, gross profit increased by $18.9$17.8 million, or 19%,17%, while gross margin remained flat for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025.

Salaries, bonus, benefits, and payroll taxes decreasedincreased by $2.1$1.6 million, or 4%,3%, for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025. This decreaseincrease was primarily driven by lower post-combination compensation expenses for former Power Finance employees, an increase in capitalized salaries, bonus, and benefits costs related to internal-use software development in 2026, and lower year-over-year severance and one-time retention bonuses awarded to certain key employees. These were partially offset by a year-over-year increase in salaries, bonus, and contractor expenses as a result of an increase in headcount during the three months ended MarchJune 31,30, 2026, compared to the same period in 2025. The increase was partially offset by lower post-combination compensation expenses for former Power Finance employees, higher capitalized salaries, bonus, and benefits costs related to internal-use software development, and lower year-over-year severance and one-time retention bonuses awarded to certain key employees in the prior year.

Share-based compensation decreased by $5.9$4.7 million, or 23%,17%, for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025. This decrease was primarily driven by the fullyfull vesting of higher grant-date fair value awards issued in prior years. These older awards are being replaced by new awards granted in more recent periods that carry lower grant-date fair values.

Technology expenses increased by $3.3$2.3 million, or 22%,14%, for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025. This increase was mainly driven by higher software licenses and hosting costs to support system and tool implementations amid ongoing business growth.

Depreciation and amortization expense increased by $3.5$3.0 million, or 66%,46%, for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025. This increase was primarily driven by higher amortization of internally developed software as additional projects were capitalized and placed into service, as well as amortization of the customer relationships intangible asset acquired from TransactPay in the third quarter of 2025.

Professional services expenses decreasedincreased by $1.1$1.4 millionmillion, or 19%,33%, for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025 dueprimarily todriven by higher legal and professional fees incurred during the quarter ended March 31, 2025 that did not reoccur during the same period in 2026.fees.

Marketing and advertising expenses increased by $0.7$0.5 million, or 147%,73%, for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025, primarily due to increased spending on brand campaigns and continued investment in marketing and advertising initiatives.

OtherOccupancy operating expensesexpense remained relatively flat for the three months ended MarchJune 31,30, 20262026, compared to the same period in 2025.

Other income, net decreased by $4.6$4.4 million, or 44%,50%, for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025. This decrease was primarily driven by lower interest income from our short-term investment portfolio and cash balances, as average balances were lower due to share repurchases completed in 2025 and the first quarterhalf of 2026. We also realized lower average yields during the firstsecond quarter of 2026 compared to the same period in 2025. This decrease was partially offset by a $0.9 million gain from the remeasurement of the Digital Products Earn-out liability related to the TransactPay acquisition during the three months ended March 31, 2026.

Income tax expense remainedincreased relativelyby flat$0.3 million, or 145%, for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025.2025 due to an increase in state income tax expense.

We generated 42%41% and 45%46% of our net revenue from our largest customer, Block, during the three months ended MarchJune 31,30, 2026 and 2025, respectively.

As of MarchJune 31,30, 2026, our primary sources of liquidity consisted of cash, cash equivalents, and short-term investments totaling $712.1$700.9 million, held primarily for working capital purposes. Our cash equivalents and short-term investments were comprisedconsisted primarily of bank deposits, money market funds, U.S. treasury bills, U.S. treasury securities, asset-backed securities, commercial paper, certificates of deposit, and corporate debt securities. We have historically incurred significant operating losses, as reflected in our accumulated deficit. We believe our existing cash and cash equivalents and our short-term investments will be sufficient to meet our working capital and capital expenditure needs for more than the next 12 months. As of the date of filing this Quarterly Report on Form 10-Q, we have access to and control over all our cash, cash equivalents, and short-term investments, with the exception of restricted cash. The majority of our restricted cash amounts are held solely for safeguarding customer funds in connection with TransactPay’s card and e-money wallet programs, and are not available for our general corporate purposes or operations.

Our Board of Directors has periodically authorized share repurchase programs for repurchases of shares of our Class A common stock,stock. includingMost most recentlyrecently, on DecemberAugust 4,3, 2025, when2026, our Board of Directors authorized an additional share repurchase program ofauthorizing the Company to purchase up to $100an aggregate of $150 million of the Company’s Class A common stock (the “DecemberAugust 20252026 Share Repurchase Program”). This August 2026 Share Repurchase Program is distinct from the existing December 2025 Share Repurchase Program, which, as of the date of this filing, has been fully completed with no authorization remaining. Under the DecemberAugust 20252026 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 numbertiming and total amount of sharesany repurchasedstock repurchases will be determined at management's discretion and thedepend timingupon ofbusiness, purchases are based on general businesseconomic and market conditions, corporate and regulatory requirements, prevailing stock prices and other factors, including legal requirements.considerations. The Decemberexecution 2025of the repurchase program will be consistent with the Company's capital allocation strategy, which prioritizes investments to grow the business. The August 2026 Share Repurchase Program has no set expiration date.date, Asand does not obligate Marqeta to acquire a specific number of Marchshares 31,of 2026,Class $52.4A millioncommon remainedstock availableand formay futurebe sharecanceled repurchasesor undersuspended theat Decemberany 2025time Sharewithout Repurchase Program.notice.

We believe our existing cash and cash equivalents, and short-term investments of $712.1$700.9 million as of MarchJune 31,30, 2026, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. As of the date of filing this Quarterly Report on Form 10-Q, we maintain full access to and control over all our cash, cash equivalents and short-term investments, except amounts held as restricted cash. Our future capital requirements will depend on many factors, such as continued investment in product development, platform infrastructure, share repurchases, potential strategic acquisitions, capital expenditures, and global expansion. We plan to allocate cash to support ongoing business investments, infrastructure enhancements, and non-cancellable purchase commitments with cloud-computing service providers and certain Issuing Banks.

As of MarchJune 31,30, 2026, we had $281.3$262.6 million in restricted cash, of which $280.3$260.4 million is related to the cash and cash equivalents held by TransactPay on behalf of its customers related to card and e-money wallet programs.

Net cash usedprovided inby operating activities was $3.4$59.8 million for the threesix months ended MarchJune 31,30, 2026, compared to net cash provided by operating activities of $10.0$22.5 million for the same period in 2025. The year-over-year change was primarily driven by unfavorablehigher gross profit and favorable working capital timing, particularly related to network incentive receivables and settlement receivables, which was partially offset by higher gross profit and lower operating expenses and year-over-year growth in the revenue share payable.expenses.

Net cash provided by investing activities increaseddecreased by $1.2$40.5 million to $16.1$35.3 million for the threesix months ended MarchJune 31,30, 2026, from $14.9$75.7 million in the same period in 2025. This increasedecrease was primarily due to additional proceeds fromfewer maturities of short-term investments, partially offset by additional investments inand higher capitalization of internal-use software.

Net cash used in financing activities consists primarily of net payments related to share-based compensation activities, our share repurchase programsprograms, and the net impact of funds payable and amounts owed to customers.

Net cash used in financing activities decreased to $74.5$158.9 million for the threesix months ended MarchJune 31,30, 2026, from $117.0$288.5 million in the same period in 2025. ThisThe decrease was primarily due to lower repurchases of our Class A common stock, partially offset by changesa in$2.7 fundsmillion payablecontingent andconsideration amountspayment duerelated to customersthe TransactPay acquisition.