Marqeta Inc-A 2025年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________Commission File Number: 001-40465 Marqeta, Inc.(Exact name of registrant as specified in its charter) 27-4306690 Delaware (I.R.S. Employer Identification Number) (State or other jurisdiction of incorporation or organization) 180 Grand Avenue, 6th Floor, Oakland, California (510) 671-5437(Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered The Nasdaq Stock 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 (“Securities Act”). Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934(“Exchange Act”). 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 during the preceding12 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 thepast 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 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). 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 anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. 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 newor 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 of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared 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 the registrantincluded 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-based compensationreceived 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, 2025, the last business day ofits most recently completed second fiscal quarter, was $2.3billion based on the closing sales price of the registrant’s Class A common stock on that date.Solely for purposes of this disclosure, shares of Class A common stock held by executive officers and directors of the registrant as of such date havebeen excluded because such persons may be deemed to be affiliates. This determination of executive officers and directors as affiliates is notnecessarily a conclusive determination for any other purposes. As of February 20, 2026, there were 394,378,510 shares of the registrant's Class A common stock, par value $0.0001 per share, outstanding and32,833,382 shares 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 2026 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this AnnualReport on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of theregistrant’s fiscal year ended December 31, 2025. MARQETA, INC.FORM 10-K TABLE OF CONTENTS PageNote About Forward-Looking Statements3PART IItem 1.Business4Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments43Item 1C.Cybersecurity43Item 2.Properties44Item 3.Legal Proceedings44Item 4.Mine Safety Disclosures44PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer P