Marqeta Inc-A 2024年度报告

FORM10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from __________ to __________Commission File Number:001-40465 Marqeta, Inc.(Exact name of registrant as specified in its charter) 27-4306690 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 94612(Zip Code) (510)671-5437(Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Class A common stock, $0.0001 par value per share TheNasdaqStock Market LLC(Nasdaq Global Select Market) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933 (“SecuritiesAct”).Yes☒No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 daysYes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired 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 reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its report.☒ If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the registrant’s Class A common stock held by non-affiliates of the registrant on June 30, 2024, the lastbusiness day of its most recently completed second fiscal quarter, was $2.5billion based on the closing sales price of the registrant’s Class Acommon stock on that date. Solely for purposes of this disclosure, shares of Class A common stock held by executive officers and directors ofthe registrant as of such date have been excluded because such persons may be deemed to be affiliates. This determination of executiveofficers and directors as affiliates is not necessarily a conclusive determination for any other purposes. As of February 21, 2025, there were471,026,371shares of the registrant's Class A common stock, par value $0.0001 per share, outstandingand33,295,196shares of the registrant's Class B common stock, par value $0.0001 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for the 2025 Annual Meeting of Stockholders are incorporated herein by reference in Part III ofthis Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and ExchangeCommission within 120 days of the registrant’s fiscal year ended December 31, 2024. MARQETA, INC.FORM 10-K TABLE OF CONTENTS Note About Forward-Looking Statements3PART IItem 1.Business4Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments45Item 1C.Cybersecurity45Item 2.Properties46Item 3.Legal Proceedings46Item 4.Mine Safety Disclosures46PART IIItem 5.Marketfor Registrant’s Common Equity,Related Stockholder Matters and IssuerPurchases of Equity Securities47Item 6.Reserved48Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations49Item 7A.Quantitative an