SEC Form 10-Q filed by Marqeta Inc.

11/5/25 5:08:03 PM ET

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-40465

Marqeta, Inc.

(Exact name of registrant as specified in its charter)


Delaware			27-4306690
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

180 Grand Avenue, 6th Floor, Oakland, California			94612
(Address of principal executive offices)			(Zip Code)

(510) 671-5437

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2025, there were 407,234,623 shares of the registrant's Class A common stock, par value $0.0001 per share, outstanding and 32,864,624 shares of the registrant's Class B common stock, par value $0.0001 per share, outstanding.

TABLE OF CONTENTS


		Page
Note About Forward-Looking Statements		3

	Part I - Financial Information
Item 1.	Condensed Consolidated Financial Statements:	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income	6
	Condensed Consolidated Statements of Stockholders' Equity	7
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Condensed Consolidated Financial Statements	11
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	48

	Part II - Other Information
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 3.	Defaults Upon Senior Securities	51
Item 4.	Mine Safety Disclosures	51
Item 5.	Other Information	51
Item 6.	Exhibits	53
	Signatures	54

Note About Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•uncertainties related to U.S. and global economies and the effect on our business, results of operations, and financial condition;

•our future financial performance and any fluctuations in such performance, including our net revenue, costs of revenue, gross profit, and operating expenses, and our ability to achieve future profitability;

•our ability to scale new products and services, such as our credit card platform;

•our ability to effectively manage or sustain our growth and expand our operations;

•our ability to enhance our platform and services and develop and expand our capabilities;

•our ability to further attract, retain, diversify, and expand our customer base;

•our ability to maintain our relationships with Issuing Banks, Card Networks, and the other third parties with which we work;

•our strategies, plans, objectives, and goals;

•our plans to expand internationally;

•past and future acquisitions, investments, and other strategic investments;

•our ability to compete in existing and new markets and offerings;

•our estimated market opportunity;

•economic and industry trends, projected growth, or trend analysis;

•the impact of political, social, and/or economic instability or military conflict;

•our ability to develop and protect our brand;

•changes or developments in laws and regulations and our ability to comply with laws and regulations;

•our ability to successfully defend litigation brought against us;

•our ability to attract and retain qualified employees and key personnel;

•our ability to repurchase shares under authorized share repurchase programs and receive expected financial benefits; and

•our ability to maintain effective disclosure controls and internal controls over financial reporting.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, results of operations, financial condition, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described or incorporated by reference in the section titled “Risk Factors” in our most recently filed Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”), as may be updated from time to time by this Quarterly Report on Form 10-Q or other quarterly or periodic filings. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. Unless otherwise indicated or unless the context requires otherwise, all references in this document to “Marqeta”, the “Company”, the “Registrant,” “we”, “us”, “our”, or similar references are to Marqeta, Inc. Capitalized terms used and not defined above are defined elsewhere within this Quarterly Report on Form 10-Q.


	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	747,248	$	923,016
Restricted cash	234,519		8,500
Short-term investments	83,212		179,409
Accounts receivable, net	36,123		29,988
Settlements receivable, net	15,616		16,203
Network incentives receivable	48,765		66,776
Prepaid expenses and other current assets	34,523		25,405
Total current assets	1,200,006		1,249,297
Operating lease right-of-use assets, net	6,932		2,712
Property and equipment, net	56,527		37,523
Intangible assets, net	53,643		29,774
Goodwill	154,478		123,523
Other assets	16,844		20,375
Total assets	$	1,488,430	$	1,463,204
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,520	$	527
Revenue share payable	204,974		193,399
Funds payable and amounts due to customers	233,913		—
Accrued expenses and other current liabilities	196,361		177,059
Total current liabilities	636,768		370,985
Operating lease liabilities, net of current portion	4,843		870
Other liabilities	7,590		6,331
Total liabilities	649,201		378,186
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 100,000 and 100,000 shares authorized, no shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	—		—
Common stock, $0.0001 par value: 1,500,000 and 1,500,000 Class A shares authorized, 416,467 and 470,824 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively. 600,000 and 600,000 Class B shares authorized, 32,878 and 33,472 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	45		50
Additional paid-in capital	1,648,226		1,883,190
Accumulated other comprehensive income (loss)	1,397		(314)
Accumulated deficit	(810,439)		(797,908)
Total stockholders’ equity	839,229		1,085,018
Total liabilities and stockholders’ equity	$	1,488,430	$	1,463,204


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net revenue	$	163,306	$	127,967	$	452,771	$	371,205
Costs of revenue	48,749		37,835		135,474		117,559
Gross profit	114,557		90,132		317,297		253,646
Operating expenses:
Compensation and benefits	84,871		100,964		252,330		299,120
Technology	16,942		16,317		47,855		44,204
Professional services	5,518		4,759		15,432		13,437
Occupancy	1,058		1,178		2,818		3,476
Depreciation and amortization	7,019		4,448		19,003		11,941
Marketing and advertising	895		582		2,075		1,688
Other operating expenses	8,624		4,115		15,920		11,438
Executive chairman long-term performance award	—		—		—		(144,617)
Total operating expenses	124,927		132,363		355,433		240,687
(Loss) income from operations	(10,370)		(42,231)		(38,136)		12,959
Other income, net	7,244		13,703		26,544		41,845
(Loss) income before income tax expense	(3,126)		(28,528)		(11,592)		54,804
Income tax expense	498		115		939		399
Net (loss) income	$	(3,624)	$	(28,643)	$	(12,531)	$	54,405
Other comprehensive income (loss), net of taxes:
Change in foreign currency translation adjustment	1,490		125		1,936		(72)
Net change in unrealized gain (loss) on short-term investments	9		1,981		(225)		143
Net other comprehensive income	1,499		2,106		$	1,711	$	71
Comprehensive (loss) income	$	(2,125)	$	(26,537)	$	(10,820)	$	54,476

Net (loss) income per share attributable to Class A and Class B common stockholders
Basic	$	(0.01)	$	(0.06)	$	(0.03)	$	0.11
Diluted	$	(0.01)	$	(0.06)	$	(0.03)	$	0.10
Weighted-average shares used in computing net (loss) income per share attributable to Class A and Class B common stockholders
Basic	448,717		507,160		470,294		513,678
Diluted	448,717		507,160		470,294		522,394


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholder’s Equity
	Shares	Amount
Balance as of December 31, 2024	504,296	$	50	$	1,883,190	$	(314)	$	(797,908)	$	1,085,018
Issuance of common stock upon exercise of options	380	—		1,444		—		—		1,444

Issuance of common stock upon net settlement of restricted stock units	2,527	—		(7,101)		—		—		(7,101)


Share-based compensation	—	—		28,437		—		—		28,437

Repurchase and retirement of common stock, including excise tax	(26,225)	(2)		(112,314)		—		—		(112,316)
Change in accumulated other comprehensive loss	—	—		—		38		—		38
Net loss	—	—		—		—		(8,260)		(8,260)
Balance as of March 31, 2025	480,978	$	48	$	1,793,656	$	(276)	$	(806,168)	$	987,260
Issuance of common stock upon exercise of options	84	—		136		—		—		136
Issuance of common stock under employee stock purchase plan	300	—		994		—		—		994
Issuance of common stock upon net settlement of restricted stock units	3,205	1		(9,742)		—		—		(9,741)
Issuance of common stock upon exercise of common stock warrants	135	—		—		—		—		—

Share-based compensation	—	—		30,257		—		—		30,257

Repurchase and retirement of common stock, including excise tax	(35,243)	(4)		(164,996)		—		—		(165,000)
Change in accumulated other comprehensive loss	—	—		—		174		—		174
Net loss	—	—		—		—		(647)		(647)
Balance as of June 30, 2025	449,459	$	45	$	1,650,305	$	(102)	$	(806,815)	$	843,433
Issuance of common stock upon exercise of options	27	—		50		—		—		50


Issuance of common stock upon net settlement of restricted stock units	3,017	—		(11,650)		—		—		(11,650)

Vesting of common stock warrants	—	—		252		—		—		252
Share-based compensation	—	—		28,645		—		—		28,645

Repurchase and retirement of common stock, including excise tax	(3,158)	—		(19,376)		—		—		(19,376)
Change in accumulated other comprehensive income (loss)	—	—		—		1,499		—		1,499
Net loss	—	—		—		—		(3,624)		(3,624)
Balance as of September 30, 2025	449,345	$	45	$	1,648,226	$	1,397	$	(810,439)	$	839,229


Contract balance	Balance sheet line reference	September 30, 2025		December 31, 2024
Contract assets - current	Prepaid expenses and other current assets	$	3,903	$	1,605
Contract assets - non-current	Other assets	7,405		10,981
Total contract assets		$	11,308	$	12,586
Deferred revenue - current	Accrued expenses and other current liabilities	$	13,309	$	13,593
Deferred revenue - non-current	Other liabilities	1,653		4,779
Total deferred revenue		$	14,962	$	18,372


	Amount
Cash paid at Closing	$	52,961
Holdback consideration	3,452
Fair value of contingent consideration	3,595
Other	(102)
Total preliminary purchase price	$	59,906


	Amount
Cash and cash equivalents	$	8,353
Restricted cash	229,650
Accounts receivable	2,903
Prepaid expenses and other current assets	1,163
Operating lease right-of-use assets	2,484
Other assets	534
Total tangible assets acquired	245,087
Funds payable and amounts due to customers	229,650
Accounts payable	1,220
Operating lease liabilities	2,541
Accrued expenses and other current liabilities	5,991
Other liabilities	4,106
Total liabilities assumed	243,508
Net tangible assets acquired	1,579
Customer relationships	6,903
EMI licenses	21,399
Goodwill	30,025
Total intangible assets acquired	58,327
Total purchase price	$	59,906


Balance as of December 31, 2024	$	123,523
Goodwill from acquisition of TransactPay	30,025
Foreign currency adjustment	930
Balance as of September 30, 2025	$	154,478


	September 30, 2025
Finite-lived intangible assets:
Developed technology	$	41,000
Customer relationships	7,036
Total finite-lived intangible assets, gross	48,036
Accumulated amortization	(16,205)
Total finite-lived Intangible assets, net	31,831
Indefinite-lived intangible assets:
EMI licenses	21,812
Total intangible assets, net	$	53,643



Remainder of 2025	2,344
2026	9,375
2027	7,909
2028	5,857
Thereafter	6,346
Total expected future amortization expense for intangible assets	$	31,831


	September 30, 2025
	Amortized Cost		Unrealized Gain		Unrealized (Loss)		Estimated Fair Value
Short-term Investments
U.S. treasury securities	$	71,892	$	187	$	—	$	72,079


Asset-backed securities	7,588		45		—		7,633

Certificate of deposits	3,500		—		—		3,500
Total short-term investments	$	82,980	$	232	$	—	$	83,212


	September 30, 2025		December 31, 2024
Leasehold improvements	$	9,666	$	8,110
Computer equipment	9,615		9,415
Furniture and fixtures	2,611		2,525
Internally developed and purchased software	77,652		47,300
Total property and equipment, gross	99,544		67,350
Accumulated depreciation and amortization	(43,017)		(29,827)
Property and equipment, net	$	56,527	$	37,523


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Operating lease cost	$	687	$	900	$	1,922	$	2,637
Variable lease cost	152		152		432		492
Short-term lease cost	162		146		472		333

Total lease cost	$	1,001	$	1,198	$	2,826	$	3,462


	September 30, 2025	December 31, 2024
Weighted average remaining operating lease term (in years)	4.3	1.1
Weighted average discount rate	4.5%	7.6%


	Operating Leases
2025 (remaining)	$	1,242
2026	2,635
2027	2,218
2028	685
2029	347
Thereafter	1,612
Total lease payments	8,739
Less imputed interest	(831)
Total operating lease liabilities	$	7,908


	September 30, 2025
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	204,462	$	—	$	—	$	204,462
U.S. treasury bills	271,538		—		—		271,538
Commercial paper	—		42,203		—		42,203
Corporate debt securities	—		10,843		—		10,843
Certificates of deposit	—		34,443		—		34,443
Short-term investments
U.S. treasury securities	72,079		—		—		72,079


Asset-backed securities	—		7,633		—		7,633

Certificates of deposit	—		3,500		—		3,500
Restricted cash
Money market funds	42,781		—		—		42,781
Total assets measured at fair value	$	590,860	$	98,622	$	—	$	689,482
Accrued expenses and other current liabilities
Contingent consideration liability	$	—	$	—	$	3,664	$	3,664
Total liabilities	$	—	$	—	$	3,664	$	3,664


	September 30, 2025		December 31, 2024
Accrued costs of revenue	$	91,550	$	85,745
Accrued compensation and benefits	35,288		45,754
Deferred revenue	13,309		13,593
Due to Issuing Banks	7,721		7,721
Accrued tax liabilities	7,946		5,434
Accrued professional services	1,454		3,567
Operating lease liabilities, current portion	3,065		4,627
Holdback consideration liability (see Note 4)	3,518		—
Contingent consideration liability (see Note 4)	3,664		—
Reserve for contract contingencies and processing errors	—		1,862
Other accrued liabilities	28,846		8,756
Accrued expenses and other current liabilities	$	196,361	$	177,059


	Number of Units	Weighted- average grant date fair value per share
Balance as of December 31, 2024	33,806	$	5.96
Granted	23,130	$	4.38
Vested	(14,219)	$	5.92
Forfeited	(8,912)	$	5.74
Balance as of September 30, 2025	33,805	$	4.95


	Number of Options	Weighted- Average Exercise Price per Share		Weighted - Average remaining Contractual Life (Years)	Aggregate Intrinsic Value (1)
Balance as of December 31, 2024	14,962	$	9.19	5.82	$	5,819
Granted	—	—
Exercised	(491)	3.34
Forfeited	(6,254)	12.72
Balance as of September 30, 2025	8,217	$	6.84	5.97	$	9,161
Exercisable as of September 30, 2025 (2)	7,346	$	6.98	5.82	$	9,161
Vested as of September 30, 2025	7,261	$	6.96	5.81	$	8,681



	Three and Nine Months Ended September 30, 2025		Three Months Ended September 30, 2024
	Class A	Class B	Class A	Class B
Warrants to purchase Class B common stock	—	1,133	—	1,900
Stock options, restricted stock, and employee stock purchase plan	38,176	3,846	45,983	7,464
Total	38,176	4,979	45,983	9,364


	Nine Months Ended September 30, 2024
		Class A	Class B


Warrants to purchase Class B common stock		—	—
Stock options, restricted stock, and employee stock purchase plan		27,281	17,327
Total		27,281	17,327


	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands unless otherwise noted)	2025			2024			2025			2024
Total Processing Volume (TPV) (in millions)	$	97,962		$	73,899		$	273,819		$	211,192

Net revenue	$	163,306		$	127,967		$	452,771		$	371,205
Gross profit	$	114,557		$	90,132		$	317,297		$	253,646
Gross margin	70		%	70		%	70		%	68		%
Net (loss) income	$	(3,624)		$	(28,643)		$	(12,531)		$	54,405
Net (loss) income margin	(2)		%	(22)		%	(3)		%	15		%
Total operating expenses (benefit)	$	124,927		$	132,363		$	355,433		$	240,687

Non-GAAP Measures:
Adjusted EBITDA	$	30,312		$	9,019		$	78,900		$	16,429
Adjusted EBITDA margin	19		%	7		%	17		%	4		%
Adjusted operating expenses	$	84,245		$	81,113		$	238,397		$	237,217


	Three Months Ended September 30,				Nine Months Ended September 30,
(dollars in thousands)	2025		2024		2025		2024
Net revenue	$	163,306	$	127,967	$	452,771	$	371,205
Costs of revenue	48,749		37,835		135,474		117,559
Gross profit	114,557		90,132		317,297		253,646
Operating expenses (benefit):
Compensation and benefits	84,871		100,964		252,330		299,120
Technology	16,942		16,317		47,855		44,204
Professional services	5,518		4,759		15,432		13,437
Occupancy	1,058		1,178		2,818		3,476
Depreciation and amortization	7,019		4,448		19,003		11,941
Marketing and advertising	895		582		2,075		1,688
Other operating expenses	8,624		4,115		15,920		11,438
Executive chairman long-term performance award	—		—		—		(144,617)
Total operating expenses	124,927		132,363		355,433		240,687
(Loss) income from operations	(10,370)		(42,231)		(38,136)		12,959
Other income, net	7,244		13,703		26,544		41,845
(Loss) income before income tax expense	(3,126)		(28,528)		(11,592)		54,804
Income tax expense	498		115		939		399
Net (loss) income	$	(3,624)	$	(28,643)	$	(12,531)	$	54,405


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
July 1 - 31, 2025	1,256	$	5.85	1,256	$	99,549
August 1 - 31, 2025	905	$	6.14	905	$	93,998
September 1 - 30, 2025	998	$	6.43	998	$	87,581
Total	3,159			3,159


	MARQETA, INC.





Date: November 5, 2025	By:	/s/ Michael (Mike) Milotich
	Name:	Michael (Mike) Milotich
	Title:	Chief Executive Officer & Chief Financial Officer (Principal Executive and Financial Officer)

Date: November 5, 2025	By:	/s/ Sarah Barkema
	Name:	Sarah Barkema
	Title:	Chief Accounting Officer (Principal Accounting Officer)

SEC Form 10-Q filed by Marqeta Inc.

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Deutsche Bank resumed coverage on Marqeta

$MQ Press Releases

Marqeta Powers Expansion of Klarna Debit Card Across Europe

Lambda Appoints Stacey Finerman as VP, Investor Relations

Marqeta to Announce Third Quarter 2025 Results on November 5, 2025

$MQ Leadership Updates

Lambda Appoints Stacey Finerman as VP, Investor Relations

Marqeta Announces Appointment of Mike Milotich as CEO

Marqeta Announces Leadership Transition

$MQ Financials

Marqeta to Announce Third Quarter 2025 Results on November 5, 2025

Marqeta Reports Second Quarter 2025 Financial Results

Marqeta to Announce Second Quarter 2025 Results on August 6, 2025

$MQ Large Ownership Changes

Amendment: SEC Form SC 13G/A filed by Marqeta Inc.

SEC Form SC 13G/A filed by Marqeta Inc. (Amendment)

SEC Form SC 13G/A filed by Marqeta Inc. (Amendment)

Recent Analyst Ratings for
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Insider Trading

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SEC Filings

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Analyst Ratings

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Press Releases

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Leadership Updates

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Financials

$MQ
Large Ownership Changes

Date	Price Target	Rating	Analyst
10/23/2025	$5.00	Neutral	Citigroup
10/13/2025	$5.00	Neutral → Sell	Goldman
7/17/2025		Hold	Deutsche Bank
5/19/2025	$6.00	Neutral → Overweight	Analyst
12/17/2024	$5.00 → $4.00	Overweight → Equal Weight	Barclays
11/5/2024		Buy → Neutral	Monness Crespi & Hardt
11/5/2024	$9.00 → $4.00	Buy → Hold	Deutsche Bank
11/5/2024		Overweight → Sector Weight	KeyBanc Capital Markets