Marqeta, Inc.
A card-issuing and payment platform that lets other companies build and run their own payment cards through open software interfaces, rather than going through traditional banks. Its technology powers everyday products like the Square business debit card, DoorDash's Dasher card, and Klarna's virtual cards, letting businesses control exactly where, when, and how much a card can be used. Founded in 2010 by Jason Gardner in Oakland, California, it is widely credited as the first open-API card-issuing platform, and its name is a stylized take on "Marqueta," a name with roots meaning "borderland" or "pearl."
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
You should read the following discussion and analysis of our financial condition and results of operations together with our Condensed Consolidated Financial Statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and in our 2025 Annual Report.…
You should read the following discussion and analysis of our financial condition and results of operations together with our Condensed Consolidated Financial Statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and in our 2025 Annual Report. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. As discussed in the section titled “Note About Forward Looking Statements”, our actual results may differ materially from those discussed in these forward-looking statements as a result of various factors, including those set forth or incorporated by reference under the section titled “Risk Factors” in this Quarterly Report on Form 10-Q and in our 2025 Annual Report. Overview 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 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 the following offerings based on a customer’s desired level of control and responsibility: •Processing: Marqeta provides all of its customers with issuer processor services as our core offering. Payment processing provides customers with access to the Marqeta dashboard via our APIs and webhooks, our JIT Funding feature, and assists with certain configuration elements that enable customers to use the platform independently. •Bank and Network Management: Marqeta provides a service option to connect customers to an Issuing Bank partner to act as the BIN sponsor for the customer’s card program, define and manage a number of the primary tasks related to launching a card program, and can provide a full range of services including configuring many of the critical resources required by a customer’s production environment and managing the applicable regulations and the Issuing Bank. In addition, Marqeta provides another service offering to manage compliance with applicable Card Network rules. •Program Management: Marqeta provides additional program management services that are required as part of a card program, including chargebacks and dispute resolution, reconciliation, and card fulfillment. •Value Added Services: Marqeta provides value added services that offer a more seamless experience for our customers, which include tokenization, real-time decisioning and fraud management, digital banking, and other customer experience services. Impact of Macroeconomic Factors 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” in this Quarterly Report on Form 10-Q and in our 2025 Annual Report for further discussion or incorporation by reference of the possible impact of these macroeconomic factors on our business. 27 Table of Contents Key Operating Metric 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: Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands unless otherwise noted) 2026 2025 2026 2025 Total Processing Volume (TPV) (in millions) $ 120,423 $ 91,386 $ 232,783 $ 175,857 Net revenue $ 175,995 $ 150,392 $ 341,793 $ 289,465 Gross profit $ 121,873 $ 104,061 $ 239,465 $ 202,740 Gross margin 69 % 69 % 70 % 70 % Net income (loss) $ 7,567 $ (647) $ 15,401 $ (8,907) Net income (loss) margin 4 % — % 5 % (3) % Total operating expenses $ 118,237 $ 113,289 $ 233,735 $ 230,506 Non-GAAP Measures: Adjusted EBITDA $ 37,420 $ 28,509 $ 70,757 $ 48,590 Adjusted EBITDA margin 21 % 19 % 21 % 17 % Adjusted operating expenses $ 84,453 $ 75,552 $ 168,708 $ 154,150 Total Processing Volume (“TPV”) - TPV represents the total dollar amount of payments processed through our platform, net of returns and chargebacks. We believe that TPV is a key operating metric and a principal indicator of the market adoption of our platform, growth of our brand, growth of our customers' businesses and scale of our business. 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; 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. 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 income (loss) to Adjusted EBITDA Margin. Adjusted Operating Expenses - Adjusted operating expenses is a non-GAAP financial measure that is calculated as Total operating expenses 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; 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 adjusted operating 28 Table of Contents 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 adjusted operating expenses. Components of Results of Operations Net Revenue We have two components of net revenue: platform services revenue, net and other services revenue. 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, including value added services. “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. We earn 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 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 earned, 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. We recognize revenue when the promised services are complete, and our performance obligations are satisfied. Platform services are considered complete when we have authorized the transaction, validated that the transaction has no errors, and accepted and posted the data to our records. Other services revenue. Other services revenue primarily consists of revenue earned for card fulfillment services. Card fulfillment fees are generally billed to customers upon ordering card inventory and recognized as revenue when the cards are shipped to the customers. Costs of Revenue Costs of revenue consist of Card Network fees, Issuing Bank fees, and card fulfillment costs for customer arrangements where we are the principal in providing services to the customer and excludes depreciation and amortization, which is reported separately within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). 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 marketing and incentive arrangements with Card Networks, that provide us with monetary incentives for establishing customer card programs with and routing transaction volume through the respective Card Networks. These incentives are typically calculated as a percentage of the processed transaction volume or the number of transactions routed through the Card Network. We account for these incentives as a reduction of Card Network fees within Costs of Revenue in customer arrangements where we act as the principal. As processing volumes increase, we earn a higher cumulative incentive rate, 29 Table of Contents subject to achieving specific cumulative volume thresholds within an annual measurement period. For certain incentive arrangements, the annual measurement period may not align with our fiscal year. We estimate and recognize network incentives based on the cumulative incentive rate we expect to earn over the annual measurement period. We estimate the cumulative incentive rates based on our forecasts for the annual measurement periods, which incorporates both historical experience and our expectations of future events, in addition to other qualitative considerations. The estimated cumulative incentive rates are applied to the volume and/or number of transactions processed during the reporting period to calculate the quarterly network incentives recognized. Operating Expenses Compensation and Benefits. Compensation and benefits consist primarily of salaries, employee benefits, severance and other termination benefits, incentive compensation, contractors’ cost, and share-based compensation. Technology. Technology consists primarily of third-party hosting fees, software licenses, and hardware purchases below our capitalization threshold, and support and maintenance costs. Professional Services. Professional services consist primarily of consulting, legal, audit, and recruiting fees. Occupancy. Occupancy consists primarily of rent expense, repairs, maintenance, and other building related costs. Depreciation and Amortization. Depreciation and amortization consist primarily of depreciation of our fixed assets and amortization of capitalized internal-use software and developed technology intangible assets. Marketing and Advertising. Marketing and advertising consist primarily of costs of general marketing and promotional activities. Other Operating Expenses. Other operating expenses consist primarily of insurance costs, indemnification costs, travel-related expenses, indirect state and local taxes, and other general office expenses. Other Income, net Other income, net consists primarily of interest income from our short-term investments and cash deposits, and realized foreign currency gains and losses. Income Tax Expense Income tax expense consists of U.S. federal and state income taxes, and income taxes related to certain foreign jurisdictions. We maintain a full valuation allowance against our U.S. federal and state net deferred tax assets as we have concluded that it is not more likely than not that we will realize our net deferred tax assets. 30 Table of Contents Results of Operations The following table sets forth our results of operations for the periods presented: Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2026 2025 2026 2025 Net revenue $ 175,995 $ 150,392 $ 341,793 $ 289,465 Costs of revenue 54,122 46,331 102,328 86,725 Gross profit 121,873 104,061 239,465 202,740 Operating expenses: Compensation and benefits 78,262 81,409 156,280 167,459 Technology 18,393 16,102 36,483 30,913 Depreciation and amortization 9,696 6,653 18,550 11,984 Professional services 5,620 4,219 10,251 9,914 Marketing and advertising 1,232 711 2,392 1,180 Occupancy 540 843 1,719 1,760 Other operating expenses 4,494 3,352 8,060 7,296 Total operating expenses 118,237 113,289 233,735 230,506 Income (loss) from operations 3,636 (9,228) 5,730 (27,766) Other income, net 4,436 8,787 10,369 19,300 Income (loss) before income tax expense 8,072 (441) 16,099 (8,466) Income tax expense 505 206 698 441 Net income (loss) $ 7,567 $ (647) $ 15,401 $ (8,907) 31 Table of Contents Comparison of the Three Months Ended June 30, 2026 and 2025 Net Revenue Three Months Ended June 30, (dollars in thousands) 2026 2025 $ Change % Change Net revenue: Total platform services, net $ 163,682 $ 143,135 $ 20,547 14 % Other services 12,313 7,257 5,056 70 % Total net revenue $ 175,995 $ 150,392 $ 25,603 17 % Total Processing Volume (TPV) (in millions) $ 120,423 $ 91,386 $ 29,037 32 % Total platform services, net revenue increased by $20.5 million, or 14%, for the three months ended June 30, 2026, compared to the same period in 2025. The overall increase in platform services revenue was primarily driven by a 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 $5.1 million, or 70%, for the three months ended June 30, 2026, compared to the same period in 2025, primarily driven by higher card-related fulfillment, including card replacements and increased customer card 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 26%, in the three months ended June 30, 2026, compared to the same period in 2025 while TPV from all other customers, as a group, grew 49%, over the same period. Note that the composition of the top five customers may differ between the two periods. Costs of Revenue and Gross Margin Three Months Ended June 30, (dollars in thousands) 2026 2025 $ Change % Change Costs of revenue: Card Network fees, net $ 41,765 $ 36,273 $ 5,492 15 % Issuing Bank fees 4,981 4,529 452 10 % Other 7,376 5,529 1,847 33 % Total costs of revenue $ 54,122 $ 46,331 $ 7,791 17 % Gross profit $ 121,873 $ 104,061 $ 17,812 17 % Gross margin 69 % 69 % Costs of revenue increased by $7.8 million, or 17%, for the three months ended June 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 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 $17.8 million, or 17%, while gross margin remained flat for the three months ended June 30, 2026, compared to the same period in 2025. 32 Table of Contents Operating Expenses Three Months Ended June 30, (dollars in thousands) 2026 2025 $ Change % Change Operating expenses: Salaries, bonus, benefits and payroll taxes $ 55,906 $ 54,339 $ 1,567 3 % Share-based compensation 22,356 27,070 (4,714) (17) % Total compensation and benefits 78,262 81,409 (3,147) (4) % Percentage of net revenue 44 % 54 % Technology 18,393 16,102 2,291 14 % Percentage of net revenue 10 % 11 % Depreciation and amortization 9,696 6,653 3,043 46 % Percentage of net revenue 6 % 4 % Professional services 5,620 4,219 1,401 33 % Percentage of net revenue 3 % 3 % Marketing and advertising 1,232 711 521 73 % Percentage of net revenue 1 % — % Occupancy 540 843 (303) (36) % Percentage of net revenue — % 1 % Other operating expenses 4,494 3,352 1,142 34 % Percentage of net revenue 3 % 2 % Total operating expenses $ 118,237 $ 113,289 $ 4,948 4 % Percentage of net revenue 67% 75% Salaries, bonus, benefits, and payroll taxes increased by $1.6 million, or 3%, for the three months ended June 30, 2026, compared to the same period in 2025. This increase was primarily driven 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 June 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 $4.7 million, or 17%, for the three months ended June 30, 2026, compared to the same period in 2025. This decrease was primarily driven by the full 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 $2.3 million, or 14%, for the three months ended June 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 $3.0 million, or 46%, for the three months ended June 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 increased by $1.4 million, or 33%, for the three months ended June 30, 2026, compared to the same period in 2025 primarily driven by higher legal and professional fees. 33 Table of Contents Marketing and advertising expenses increased by $0.5 million, or 73%, for the three months ended June 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. Occupancy expense remained relatively flat for the three months ended June 30, 2026, compared to the same period in 2025. Other operating expenses increased by $1.1 million, or 34%, for the three months ended June 30, 2026 compared to the same period in 2025. This increase was primarily due to a $0.7 million non-cash impairment charge related to certain internally developed software. Other Income, net Three Months Ended June 30, (dollars in thousands) 2026 2025 $ Change % Change Other income, net $ 4,436 $ 8,787 $ (4,351) (50) % Percentage of net revenue 3 % 6 % Other income, net decreased by $4.4 million, or 50%, for the three months ended June 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 half of 2026. We also realized lower average yields during the second quarter of 2026 compared to the same period in 2025. Income Tax Expense Three Months Ended June 30, (dollars in thousands) 2026 2025 $ Change % Change Income tax expense $ 505 $ 206 $ 299 145 % Income tax expense increased by $0.3 million, or 145%, for the three months ended June 30, 2026 compared to the same period in 2025 due to an increase in state income tax expense. Customer Concentration We generated 41% and 46% of our net revenue from our largest customer, Block, during the three months ended June 30, 2026 and 2025, respectively. 34 Table of Contents Comparison of the Six Months Ended June 30, 2026 and 2025 Net Revenue Six Months Ended June 30, (dollars in thousands) 2026 2025 $ Change % Change Net revenue: Total platform services, net $ 319,907 $ 275,004 44,903 16 % Other services 21,886 14,461 7,425 51 % Total net revenue $ 341,793 $ 289,465 $ 52,328 18 % Total Processing Volume (TPV) (in millions) $ 232,783 $ 175,857 $ 56,926 32 % Total platform services, net revenue increased by $44.9 million, or 16%, for the six months ended June 30, 2026, compared to the same period in 2025. The overall increase in platform services revenue was primarily driven by a 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 $7.4 million, or 51% in the six months ended June 30, 2026, compared to the same period in 2025, driven by higher card-related fulfillment, including card replacements and increased customer card shipments and professional services rendered for a certain network integration project that was completed in the first quarter of 2026. The TPV increase was driven by robust growth across all 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, grew by 25% for the six months ended June 30, 2026, compared to the same period in 2025. TPV from all other customers, as a group, increased by 53% in the six months ended June 30, 2026, compared to the same period in 2025. Note that the composition of the top five customers may differ between the two periods. Costs of Revenue and Gross Margin Six Months Ended June 30, (dollars in thousands) 2026 2025 $ Change % Change Costs of revenue: Card Network fees, net $ 78,896 $ 66,915 $ 11,981 18 % Issuing Bank fees 9,583 8,497 1,086 13 % Other 13,849 11,313 2,536 22 % Total costs of revenue $ 102,328 $ 86,725 $ 15,603 18 % Gross profit $ 239,465 $ 202,740 $ 36,725 18 % Gross margin 70 % 70 % Costs of revenue increased by $15.6 million, or 18%, for the six months ended June 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 increase in TPV. The remaining increase was driven by costs related to higher card-related fulfillment, including card replacements and increased customer card shipments. As the increase in cost of revenue was outpaced by the net revenue growth discussed above, gross profit increased by $36.7 million, or 18%, while gross margin remained flat for the six months ended June 30, 2026, compared to the same period in 2025. 35 Table of Contents Operating Expenses Six Months Ended June 30, (dollars in thousands) 2026 2025 $ Change % Change Operating expenses: Salaries, bonus, benefits and payroll taxes $ 113,907 $ 114,474 $ (567) — % Share-based compensation 42,373 52,985 (10,612) (20) % Total compensation and benefits 156,280 167,459 (11,179) (7) % Percentage of net revenue 46 % 58 % Technology 36,483 30,913 5,570 18 % Percentage of net revenue 11 % 11 % Professional services 10,251 9,914 337 3 % Percentage of net revenue 3 % 3 % Depreciation and amortization 18,550 11,984 6,566 55 % Percentage of net revenue 5 % 4 % Marketing and advertising 2,392 1,180 1,212 103 % Percentage of net revenue 1 % — % Occupancy 1,719 1,760 (41) (2) % Percentage of net revenue 1 % 1 % Other operating expenses 8,060 7,296 764 10 % Percentage of net revenue 2 % 3 % Total operating expenses $ 233,735 $ 230,506 $ 3,229 1 % Percentage of net revenue 68% 80% Salaries, bonus, benefits, and payroll taxes remained relatively flat for the six months ended June 30, 2026, compared to the same period in 2025. This slight decrease was primarily driven by lower post-combination compensation expenses for former Power Finance employees, higher capitalized salaries, bonuses, 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. These savings were mostly offset by higher salaries, bonuses, and contractor expenses due to increased in headcount. Share-based compensation decreased by $10.6 million, 20%, for the six months ended June 30, 2026, compared to the same period in 2025. This decrease was primarily driven by the fully 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 $5.6 million, or 18%, for the six months ended June 30, 2026, compared to the same period in 2025, mainly driven by higher licensing and hosting costs to support system and tool implementations amid ongoing business growth. Professional services expenses remained relatively flat for the six months ended June 30, 2026, compared to the same period in 2025. Depreciation and amortization increased by $6.6 million, or 55%, for the six months ended June 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 Marketing and advertising expenses increased by $1.2 million, or 103%, for the six months ended June 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. 36 Table of Contents Occupancy expense remained relatively flat for the six months ended June 30, 2026, compared to the same period in 2025. Other operating expenses increased by $0.8 million, or 10%, for the six months ended June 30, 2026, compared to the same period in 2025 primarily due to a $0.7 million non-cash impairment charge related to certain internally developed software. Other Income, net Six Months Ended June 30, (dollars in thousands) 2026 2025 $ Change % Change Other income, net $ 10,369 $ 19,300 $ (8,931) (46) % Percentage of net revenue 3 % 7 % Other income, net decreased by $8.9 million, or 46%, for the six months ended June 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 during 2025 and the six months ended June 30, 2026. We also realized lower average yields during the six months ended June 30, 2026 compared to the same period in 2025. Income Tax Expense Six Months Ended June 30, (dollars in thousands) 2026 2025 $ Change % Change Income tax expense $ 698 $ 441 $ 257 58 % Income tax expense increased by $0.3 million, or 58%, for the six months ended June 30, 2026 compared to the same period in 2025 due to an increase in state income tax expense. Customer Concentration We generated 42% and 45% of our net revenue from our largest customer, Block, during the six months ended June 30, 2026 and 2025, respectively. 37 Table of Contents Use of Non-GAAP Financial Measures Our non-GAAP measures have limitations as analytical tools and you should not consider them in isolation. These non-GAAP measures should not be viewed as a substitute for, or superior to, measures prepared in accordance with GAAP. In evaluating these non-GAAP measures, note that we will likely incur expenses in the future similar to the adjustments in the presentation of our non-GAAP measures set forth under “Key Operating Metric and Non-GAAP Financial Measures”. There are a number of key limitations related to the use of these non-GAAP measures compared to their most directly comparable GAAP measures including the following: •other companies, including companies in our industry, may calculate adjusted EBITDA and Adjusted operating expenses differently or not at all, limiting their usefulness as comparative measures; •although depreciation and amortization are non-cash charges, the assets being depreciated or amortized may require future replacement, and adjusted EBITDA does not reflect cash requirements for such replacements or new capital expenditures; and •adjusted EBITDA does not reflect the effect of income taxes that may represent a reduction in cash available to us. We encourage investors to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures. 38 Table of Contents A reconciliation of Net income (loss) to adjusted EBITDA and GAAP operating expenses to Adjusted operating expenses for the periods presented is as follows: Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2026 2025 2026 2025 Net revenue $ 175,995 $ 150,392 $ 341,793 $ 289,465 Net income (loss) $ 7,567 $ (647) $ 15,401 $ (8,907) Net income (loss) margin 4 % — % 5 % (3) % Total operating expenses $ 118,237 $ 113,289 $ 233,735 $ 230,506 Net income (loss) $ 7,567 $ (647) $ 15,401 $ (8,907) Share-based compensation expense 22,356 27,070 42,373 52,985 Depreciation and amortization expense 9,696 6,653 18,550 11,984 Restructuring and other one-time costs (1) 708 1,974 1,549 4,332 Payroll tax expense related to share-based compensation 644 791 1,464 1,567 Acquisition-related expenses (2) 380 1,249 1,091 5,488 Other income, net (4,436) (8,787) (10,369) (19,300) Income tax expense 505 206 698 441 Adjusted EBITDA $ 37,420 $ 28,509 $ 70,757 $ 48,590 Adjusted EBITDA Margin 21 % 19 % 21 % 17 % Total operating expenses $ 118,237 $ 113,289 $ 233,735 $ 230,506 Share-based compensation expense (22,356) (27,070) (42,373) (52,985) Depreciation and amortization expense (9,696) (6,653) (18,550) (11,984) Restructuring and other one-time costs (1) (708) (1,974) (1,549) (4,332) Payroll tax expense related to share-based compensation (644) (791) (1,464) (1,567) Acquisition-related expenses (2) (380) (1,249) (1,091) (5,488) Adjusted operating expenses $ 84,453 $ 75,552 $ 168,708 $ 154,150 (1) Restructuring and other one-time costs include the costs associated with the transition of our former 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. (2) Acquisition-related expenses, which include transaction costs, integration 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. Liquidity and Capital Resources As of June 30, 2026, our primary sources of liquidity consisted of cash, cash equivalents, and short-term investments totaling $700.9 million, held primarily for working capital purposes. Our cash equivalents and short-term investments consisted 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. 39 Table of Contents Our Board of Directors has periodically authorized share repurchase programs for repurchases of shares of our Class A common stock. Most recently, on August 3, 2026, our Board of Directors authorized an additional share repurchase program authorizing the Company to purchase up to an aggregate of $150 million of the Company’s Class A common stock (the “August 2026 Share Repurchase Program”). 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 August 2026 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 timing and total amount of any stock repurchases will be determined at management's discretion and depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices and other considerations. The execution of the repurchase program will be consistent with the Company's capital allocation strategy, which prioritizes investments to grow the business. The August 2026 Share Repurchase Program has no set expiration date, and does not obligate Marqeta to acquire a specific number of shares of Class A common stock and may be canceled or suspended at any time without notice. We believe our existing cash and cash equivalents, and short-term investments of $700.9 million as of June 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 June 30, 2026, we had $262.6 million in restricted cash, of which $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. Cash Flows The following table summarizes our cash flows for the periods indicated: Six Months Ended June 30, 2026 2025 (in thousands) Net cash provided by operating activities $ 59,809 $ 22,534 Net cash provided by investing activities 35,252 75,719 Net cash used in financing activities (158,926) (288,546) Net decrease in cash, cash equivalents, and restricted cash $ (63,865) $ (190,293) Operating Activities Our primary source of cash from operating activities is net revenue. The primary uses of cash in operating activities include Card Network and Issuing Bank fees and employee-related compensation. The timing of settlements of certain operating assets and liabilities, such as revenue share payments, bonus payments, prepayments to cloud-computing service providers, settlements receivable and network incentives receivable, may impact the amounts reported as net cash provided by or used in operating activities in the Condensed Consolidated Statements of Cash Flows. Net cash provided by operating activities was $59.8 million for the six months ended June 30, 2026, compared to net cash provided by operating activities of $22.5 million for the same period in 2025. The year-over-year change was primarily driven by higher gross profit and favorable working capital timing, particularly related to network incentive receivables, partially offset by higher operating expenses. 40 Table of Contents Investing Activities Net cash provided by investing activities primarily consists of proceeds from maturities of short-term investments, while net cash used in investing activities primarily includes purchases of short-term investments, purchases of property and equipment, capitalized costs for internal-use software development, and business combinations when they occur. Net cash provided by investing activities decreased by $40.5 million to $35.3 million for the six months ended June 30, 2026, from $75.7 million in the same period in 2025. This decrease was primarily due to fewer maturities of short-term investments and higher capitalization of internal-use software. Financing Activities Net cash used in financing activities consists primarily of net payments related to share-based compensation activities, our share repurchase programs, and the net impact of funds payable and amounts owed to customers. Net cash used in financing activities decreased to $158.9 million for the six months ended June 30, 2026, from $288.5 million in the same period in 2025. The decrease was primarily due to lower repurchases of our Class A common stock, partially offset by a $2.7 million contingent consideration payment related to the TransactPay acquisition. Obligations and Other Commitments There have been no other material changes to our obligations and other commitments from those reported in our 2025 Annual Report. For additional information about our contractual obligations and other commitments, see Note 9 “Commitments and Contingencies” to our condensed consolidated financial statements. Critical Accounting Policies and Estimates 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 the 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. There have been no material changes to our critical accounting policies and estimates described in “Management's Discussion and Analysis of Financial Condition and Results of Operations” set forth in our 2025 Annual Report. 41 Table of Contents
We have operations within the United States and globally, and are exposed to market risks in the ordinary course of our business. Information relating to quantitative and qualitative disclosures about these market risks is described below. Interest Rate Risk As of June 30, 2026,…
We have operations within the United States and globally, and are exposed to market risks in the ordinary course of our business. Information relating to quantitative and qualitative disclosures about these market risks is described below. Interest Rate Risk As of June 30, 2026, our cash, cash equivalents, and short-term investments totaled $700.9 million, comprising cash deposits, money market funds, U.S. treasury bills, U.S. treasury securities, commercial paper, certificates of deposits, asset-backed securities and corporate debt securities. The fair value of these holdings would not be significantly impacted by interest rate fluctuations due to their short-term maturities. Because we classify our short-term investments as “available-for-sale”, no gains or losses are recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) due to changes in interest rates unless such securities are sold prior to maturity or declines in fair value are due to credit losses. We have the ability and intent to hold all short-term investments until maturity. A hypothetical 100 basis point increase or decrease in interest rates would not have a material effect on our financial results or condition. Foreign Currency Exchange Risk Most of our sales and operating expenses are denominated in U.S. dollars, and therefore our results of operations are not currently subject to significant foreign currency risk. As of June 30, 2026, a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have had a material impact on our Condensed Consolidated Financial Statements. 42 Table of Contents
Read original filing text →From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of business. We are currently involved in the following matter: On December 9, 2024, a putative securities class action lawsuit, captioned Wai v. Marqeta, Inc., et al., Case No. 2…
From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of business. We are currently involved in the following matter: On December 9, 2024, a putative securities class action lawsuit, captioned Wai v. Marqeta, Inc., et al., Case No. 24-cv-08874 (N.D. Cal.), was filed in federal court in the Northern District of California (“Court”) against the Company and certain of its current and former officers (“Defendants”) alleging violations of federal securities laws. The lawsuit asserts that during the putative class period of between August 7, 2024 and November 4, 2024, Defendants made false or misleading statements relating to the Company’s performance or revenue and gross profit expectations in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On December 10, 2024, a second putative securities class action lawsuit, captioned Ford v. Marqeta, Inc., et al., Case No. 24-cv-08892 (N.D. Cal.), was filed in the same Court against the same Defendants alleging violations of the same federal securities laws. The second lawsuit asserts similar theories of liability as the first lawsuit but alleges a broader putative class period of between May 7, 2024 and November 4, 2024 and some additional and/or different allegations on which the claims are based. Both lawsuits (collectively, the “Securities Actions”) seek to recover damages on behalf of shareholders who acquired shares of the Company’s common stock during their respective putative class periods. The Securities Actions have been consolidated into one consolidated securities litigation captioned In re Marqeta, Inc. Securities Litigation, Case No. 24-08874-YGR (N.D. Cal) and the Court has appointed a lead plaintiff and lead plaintiff’s counsel in the matter. On April 10, 2025, the lead plaintiff filed a consolidated amended complaint, which alleges a putative class period of between February 28, 2024 and November 4, 2024. We and the other Defendants filed a motion to dismiss the consolidated amended complaint on May 15, 2025. On November 3, 2025, a settlement was reached, in principle, with the lead plaintiff’s counsel to resolve the Securities Actions for payments totaling $13.0 million, subject to judicial approvals. The Company’s Directors and Officers insurance policy includes a $5.0 million self-insured retention that applies to covered losses related to the Securities Actions, including legal defense fees and settlement payments. If finalized, the settlement will be funded by insurance less the self-insured retention. On February 4, 2025, a putative shareholder derivative lawsuit, captioned Smith v. Khalaf, et al., Case No. 25-cv-01174 (N.D. Cal.), was filed in the same Court against certain of the Company’s current and former officers and its Board of Directors (as then constituted), and named the Company as a nominal defendant. This lawsuit asserts claims for breach of fiduciary duties and violations of federal securities laws, among other claims, between the time period of May 7, 2024 and November 4, 2024 under similar theories as the Securities Actions. Two other substantially similar putative shareholder derivative lawsuits, captioned Ojserkis v. Khalaf, et al., Case No. 25-cv-01883 (N.D. Cal.) and Preciado v. Khalaf, et al., Case No. 3:25-cv-02100 (N.D. Cal.) were filed on February 21, 2025 and February 27, 2025, respectively. All three putative shareholder derivative suits have been consolidated into one lawsuit captioned In re Marqeta, Inc. Derivative Litigation, Case No. 4:25-cv-01174-YGR (N.D. Cal). The consolidated derivative action is currently stayed pending developments in the consolidated Securities Actions. Given the inherent uncertainty of litigation, the Company cannot reasonably estimate the likelihood of an unfavorable outcome or the amount or range of any potential loss.
Read original filing text →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 current…
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. 44 Table of Contents There have been no material changes from the risk factors previously disclosed under “Part I, Item 1A. Risk Factors” in our 2025 Annual Report and “Part II, Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q, each as discussed in the preceding paragraph. 45 Table of Contents
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