株探米国株
日本語 英語
エドガーで原本を確認する
0001522540FALSE00015225402025-08-062025-08-06


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
Date of Report (Date of earliest event reported): August 6, 2025

MARQETA, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-40465 27-4306690
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
180 Grand Avenue, 6th Floor
Oakland, California 94612
(Address of principal executive offices, including zip code) 
Registrant’s telephone number, including area code: (510) 671-5437 
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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   MQ   The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 
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. ☐




Item 2.02    Results of Operations and Financial Condition.

On August 6, 2025, Marqeta, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.
 
(d)    Exhibits
 
Exhibit Number   Description
99.1
 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  MARQETA, INC.
Date: August 6, 2025
/s/ Michael (Mike) Milotich
  Michael (Mike) Milotich
  Interim Chief Executive Officer & Chief Financial Officer

EX-99.1 2 mqearningsrelease-q2x2025.htm EX-99.1 Document

mqearningsreleasetemp_imag.gif

MARQETA REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS
The global modern card issuer reported Total Processing Volume growth of 29%
and Gross Profit growth of 31% in the second quarter of 2025.
OAKLAND, Calif. – August 6, 2025 - Marqeta, Inc. (NASDAQ: MQ), the global modern card issuing platform, today reported financial results for the second quarter ended June 30, 2025.

The Company reported Total Processing Volume (TPV) of $91 billion, representing a year-over-year increase of 29%. The Company reported Net Revenue of $150 million and Gross Profit of $104 million, representing increases of 20% and 31%, respectively, year-over-year. The increase in Gross Profit growth was partly driven by a revised accounting policy for estimating and recognizing Card Network Incentives effective Q2'25, which contributed 8.6 percentage points to the Gross Profit growth. GAAP Net Loss for the quarter was $0.6 million and Adjusted EBITDA was $29 million.
“Our Q2 results demonstrate our ability to deliver strong growth while also making great progress towards our profitability objectives,” said Mike Milotich, Interim CEO and CFO of Marqeta. “We continue to deepen our customer relationships and enable their growth through innovative card programs, seamless geographic expansion and value-added services.”

Marqeta highlighted several recent business updates that demonstrate its current business momentum, including:
•Marqeta enabled the KlarnaOne Card, a new debit card which allows consumers to choose to pay later for any purchase where the card is accepted. This makes Klarna the second provider to offer consumers a card enabled with Visa Flexible Credential (VFC) to seamlessly deliver the option to toggle between payment methods. The card, which builds on years of collaboration with Klarna, is currently in a trial phase with a broader rollout in the U.S. expected later this year.
•Marqeta announced the July 31st close of the TransactPay acquisition, which will strengthen Marqeta’s program management capabilities in Europe. This acquisition will provide BIN sponsorship and card issuance in the United Kingdom (UK) and the European Union (EU) through electronic money institution (EMI) licenses. With the combined capabilities of Marqeta and TransactPay, customers will be able to take advantage of card program management features in the UK and EU, and avoid the added complexity associated with engaging multiple partners. This acquisition will allow for greater control of the offering and will support the delivery of a comparable solution in Europe to that in the U.S. and Canada.



1


Operating Highlights
In thousands, except percentages and per share data. % change is calculated over the comparable prior-year period (unaudited) Three Months Ended June 30, %
Change
Six Months Ended June 30, %
Change
2025 2024 2025 2024
Financial metrics:
Net revenue $ 150,392  $ 125,270  20% $ 289,465  $ 243,237  19%
Gross profit $ 104,061  $ 79,353  31% $ 202,740  $ 163,512  24%
Gross margin 69 % 63 % 6 ppts 70 % 67 % 3 ppts
Total operating expenses (benefit)
$113,289  ($25,689) 541% $230,506  $108,323  113%
Net (loss) income
($647) $119,108  (101%) ($8,907) $83,048  (111%)
Net (loss) income margin
% 95 % (95 ppts) (3 %) 34 % (37 ppts)
Net (loss) income per share - basic and diluted
$—  $0.23  (100%) ($0.02) $0.16  (113%)
Key operating metric and Non-GAAP financial measures:
Total Processing Volume (TPV)
(in millions) 1
$ 91,386  $ 70,627  29% $ 175,857  $ 137,294  28%
Adjusted EBITDA 2
$28,509  ($1,817) 1,669% $48,590  $7,409  556%
Adjusted EBITDA margin 2
19 % (1 %) 20 ppts 17 % 3 % 14 ppts
Adjusted operating expenses 2
$ 75,552  $ 81,170  (7%) $ 154,150  $ 156,103  (1%)
1 TPV represents the total dollar amount of payments processed through our platform, net of returns and chargebacks. We believe that TPV is a key indicator of the market adoption of our platform, growth of our brand, growth of our customers' businesses and scale of our business.
2 See "Information Regarding Non-GAAP Measures" for definitions of Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted operating expenses and the reconciliations of the net loss to Adjusted EBITDA, and of the total operating expenses to Adjusted operating expenses.
Second Quarter 2025 Financial Results:
Total Processing Volume increased by 29% year-over-year, rising to $91 billion from $71 billion in the second quarter of 2024.
Net Revenue of $150 million increased by $25 million, or 20%, year-over-year, primarily driven by increased volumes, partially offset by unfavorable mix due to faster growth of card programs where we provide processing services with minimal or no program management.
Gross Profit increased by 31% year-over-year to $104 million from $79 million in the second quarter of 2024. The increase was partly driven by a revised accounting policy for estimating and recognizing Card Network incentives, effective Q2'25, which contributed 8.6 percentage points to the Gross Profit growth. The remaining growth in Gross Profit was driven by our TPV growth. Gross Margin was 69% in the second quarter of 2025.
Net Loss of $0.6 million in the quarter, compared to net income of $119.1 million in the same period in the prior year, resulted in a year-over-year decline of $120 million. This year-over-year change was primarily due to a one-time reversal of $158 million in share-based compensation in the second quarter of 2024, stemming from the forfeiture of the Executive Chairman Long-Term Performance Award. The net loss margin was 0% in the second quarter of 2025.
Adjusted EBITDA was $29 million in the second quarter of 2025, increasing by $30 million year-over year. Adjusted EBITDA margin was 19% in the second quarter of 2025, an increase of 20 percentage points versus last year.

2


Financial Guidance
The following summarizes Marqeta's guidance for the third quarter and fiscal 2025:
Third Quarter 2025
Fiscal Year 2025
Net Revenue Growth
15 - 17%
17 - 18%
Gross Profit Growth
15 - 17%
18 - 19%
Adjusted EBITDA Margin (1)
12 - 13%
14 - 15%
(1) See "Information Regarding Non-GAAP Measures" for the definition of Adjusted EBITDA Margin and for information regarding non-availability of a forward reconciliation.
Conference Call
Marqeta will host a live conference call today at 1:30 p.m. Pacific time (4:30 p.m. Eastern time). To join the call, please dial-in 10 minutes in advance: toll-free at 1-877-407-4018 or direct at 1-201-689-8471. The conference call will also be available live via webcast online at http://investors.marqeta.com.
The telephone replay dial-in numbers are 1-844-512-2921 and 1-412-317-6671 and will be available until August 13, 2025, 8:59 p.m. Pacific time (11:59 p.m. Eastern time). The confirmation code for the replay is 13754201.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements expressed or implied in this press release include, but are not limited to, statements relating to Marqeta’s quarterly and annual guidance; statements regarding Marqeta’s business plans, business strategy and the continued success and growth of our customers; statements regarding Marqeta's partnerships, new product introductions, and product capabilities, including credit card issuing; and statements made by Marqeta’s interim CEO and CFO. Actual results may differ materially from the expectations contained in these statements due to risks and uncertainties, including, but not limited to, the following: the effect of uncertainties related to our business, results of operations, financial condition, and demand for our platform; the risk that Marqeta’s anticipated accounting treatment may be subject to further changes or developments; the risk that Marqeta is unable to further attract, retain, diversify, and expand its customer base; the risk that Marqeta is unable to drive increased profitable transactions on its platform; the risk that consumers and customers will not perceive the benefits of Marqeta’s products, including credit card issuing; the risk that Marqeta's platform does not operate as intended resulting in system outages; the risk that Marqeta will not be able to achieve the cost structure that Marqeta currently expects; the risk that Marqeta’s solution will not achieve the expected market acceptance; the risk that competition could reduce expected demand for Marqeta’s services, including credit card issuing; the risk that changes in the regulatory landscape could adversely affect Marqeta's operations and revenues, including heightened scrutiny of the banking environment and specific customer program changes; the risk that Marqeta may be unable to maintain relationships with issuing banks and card networks; the risk that Marqeta is not able to identify and recognize the anticipated benefits of any acquisition; the risk that Marqeta is unable to successfully integrate any acquisition; the risk of financial services and banking sector instability and follow on effects to fintech companies; the impact of macroeconomic factors, including various geopolitical conflicts, uncertainty related to global elections, changes in inflation and interest rates, and uncertainty in global economic conditions; and the risk that Marqeta may be subject to additional risks due to its international business activities. Detailed information about these risks and other factors that could potentially affect Marqeta’s business, financial condition and results of operations are included or incorporated by reference in the “Risk Factors” disclosed in Marqeta's Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent Quarterly Reports on Form 10-Q, as such risk factors may be updated from time to time in Marqeta’s periodic filings with the SEC, available at www.sec.gov and Marqeta’s website at http://investors.marqeta.com.
The forward-looking statements in this press release are based on information available to Marqeta as of the date hereof. Marqeta disclaims any obligation to update any forward-looking statements, except as required by law.
3


Disclosure Information
Investors and others should note that Marqeta announces material financial information to its investors using its investor relations website, SEC filings, press releases, public conference calls and webcasts. Marqeta also uses social media to communicate with its customers and the public about Marqeta, its products and services and other matters relating to its business and market. It is possible that the information Marqeta posts on social media could be deemed to be material information. Therefore, Marqeta encourages investors, the media, and others interested in Marqeta to review the information we post on social media channels including the Marqeta X feed (@Marqeta), the Marqeta Instagram page (@lifeatmarqeta), the Marqeta Facebook page, and the Marqeta LinkedIn page. These social media channels may be updated from time to time.
Use of Non-GAAP Financial Measures
Reconciliations of non-GAAP financial measures to the most directly comparable financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. For a description of these non-GAAP financial measures, including the reasons management uses each measure, please see the section of the tables titled "Information Regarding Non-GAAP Financial Measures".
About Marqeta, Inc.
Marqeta makes it possible for companies to build and embed financial services into their branded experience—and unlock new ways to grow their business and delight users. The Marqeta platform puts businesses in control of building financial solutions, enabling them to turn real-time data into personalized, optimized solutions for everything from consumer loyalty to capital efficiency. With compliance and security built-in, Marqeta’s platform has been proven at scale, processing nearly $300 billion in annual payments volume in 2024. Marqeta is certified to operate in more than 40 countries worldwide and counting. Visit www.marqeta.com to learn more.
Marqeta® is a registered trademark of Marqeta, Inc.
IR Contact: Marqeta Investor Relations, IR@marqeta.com
4


Marqeta, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Net revenue $ 150,392  $ 125,270  $ 289,465  $ 243,237 
Costs of revenue 46,331  45,917  86,725  79,725 
Gross profit 104,061  79,353  202,740  163,512 
Operating expenses (benefit):
Compensation and benefits 81,409  103,166  167,459  198,156 
Technology 16,102  14,769  30,913  27,887 
Professional services 4,219  4,808  9,914  8,678 
Occupancy 843  1,204  1,760  2,298 
Depreciation and amortization 6,653  3,956  11,984  7,493 
Marketing and advertising 711  728  1,180  1,106 
Other operating expenses 3,352  3,418  7,296  7,322 
Executive chairman long-term performance award —  (157,738) —  (144,617)
Total operating expenses (benefit) 113,289  (25,689) 230,506  108,323 
(Loss) income from operations (9,228) 105,042  (27,766) 55,189 
Other income, net 8,787  14,216  19,300  28,143 
(Loss) income before income tax expense (441) 119,258  (8,466) 83,332 
Income tax expense 206  150  441  284 
Net (loss) income $ (647) $ 119,108  $ (8,907) $ 83,048 
Net (loss) income per share attributable to Class A and Class B common stockholders
Basic
$ (0.00) $ 0.23  $ (0.02) $ 0.16 
Diluted
$ (0.00) $ 0.23  $ (0.02) $ 0.16 
Weighted-average shares used in computing net (loss) income per share attributable to Class A and Class B common stockholders
Basic
461,517  515,959  481,260  516,973 
Diluted 461,517  524,401  481,260  525,415 

5


Marqeta, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
June 30,
2025
December 31,
2024
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 732,722  $ 923,016 
Restricted cash 7,606  8,500 
Short-term investments 88,865  179,409 
Accounts receivable, net 37,182  29,988 
Settlements receivable, net 14,973  16,203 
Network incentives receivable 85,085  66,776 
Prepaid expenses and other current assets 23,800  25,405 
Total current assets 990,233  1,249,297 
Operating lease right-of-use assets, net 5,154  2,712 
Property and equipment, net 50,238  37,523 
Intangible assets, net 26,845  29,774 
Goodwill 123,523  123,523 
Other assets 18,597  20,375 
Total assets $ 1,214,590  $ 1,463,204 
Liabilities and stockholders' equity
Current liabilities
Accounts payable $ 3,440  $ 527 
Revenue share payable 199,640  193,399 
Accrued expenses and other current liabilities 158,216  177,059 
Total current liabilities 361,296  370,985 
Operating lease liabilities, net of current portion 2,976  870 
Other liabilities 6,885  6,331 
Total liabilities 371,157  378,186 
Stockholders' equity :
Common stock 45  50 
Additional paid-in capital 1,650,305  1,883,190 
Accumulated other comprehensive loss (102) (314)
Accumulated deficit (806,815) (797,908)
Total stockholders’ equity 843,433  1,085,018 
Total liabilities and stockholders' equity $ 1,214,590  $ 1,463,204 

6


Marqeta, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Six Months Ended June 30,
2025 2024
Cash flows from operating activities:
Net (loss) income $ (8,907) $ 83,048 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization 11,984  7,493 
Share-based compensation expense 52,985  67,604 
Executive chairman long-term performance award
—  (144,617)
Non-cash operating leases expense 1,021  258 
Accretion of discount on short-term investments
(612) (1,823)
Other 898  (45)
Changes in operating assets and liabilities:
Accounts receivable (7,642) (6,692)
Settlements receivable 1,230  2,157 
Network incentives receivable (18,309) 19,639 
Prepaid expenses and other assets 4,278  2,478 
Accounts payable 2,913  1,413 
Revenue share payable 6,241  2,780 
Accrued expenses and other liabilities (21,323) (6,484)
Operating lease liabilities (2,223) (1,075)
Net cash provided by operating activities
22,534  26,134 
Cash flows from investing activities:
Purchases of property and equipment (1,601) (2,193)
Capitalization of internal-use software (13,598) (10,471)
Maturities of short-term investments 90,918  40,000 
Net cash provided by investing activities
75,719  27,336 
Cash flows from financing activities:
Proceeds from exercise of stock options, including early exercised stock options, net of repurchase of early exercised unvested options 1,580  108 
Proceeds from shares issued in connection with employee stock purchase plan 994  1,629 
Taxes paid related to net share settlement of restricted stock units (15,887) (20,287)
Repurchase of common stock (275,233) (91,162)
Net cash used in financing activities (288,546) (109,712)
Net decrease in cash, cash equivalents, and restricted cash (190,293) (56,242)
Cash, cash equivalents, and restricted cash- Beginning of period 931,516  989,472 
Cash, cash equivalents, and restricted cash - End of period $ 741,223  $ 933,230 

7


Marqeta, Inc.
Financial and Operating Highlights
(in thousands, except per share data or as noted)
(unaudited)
2025 2024
Year over Year Change Q2'25 vs Q2'24
Second Quarter 2025 First Quarter 2025 Fourth Quarter 2024 Third Quarter 2024 Second Quarter 2024
Operating performance:
Net revenue $ 150,392  $ 139,073  $ 135,790  $ 127,967  $ 125,270  20 %
Costs of revenue 46,331  40,394  37,588  37,835  45,917  1 %
Gross profit 104,061  98,679  98,202  90,132  79,353  31 %
Gross margin 69  % 71  % 72  % 70  % 63  % 6  ppts
Operating expenses (benefit):
Compensation and benefits 81,409  86,050  98,475  100,964  103,166  (21 %)
Technology 16,102  14,811  15,855  16,317  14,769  9 %
Professional services 4,219  5,695  6,620  4,759  4,808  (12 %)
Occupancy
843  917  2,519  1,178  1,204  (30 %)
Depreciation and amortization 6,653  5,331  5,519  4,448  3,956  68 %
Marketing and advertising 711  469  1,298  582  728  (2 %)
Other operating expenses 3,352  3,944  5,342  4,115  3,418  (2 %)
Executive chairman long-term performance award —  —  —  —  (157,738) (100 %)
Total operating expenses (benefit) 113,289  117,217  135,628  132,363  (25,689) 541 %
(Loss) income from operations (9,228) (18,538) (37,426) (42,231) 105,042  (109 %)
Other income, net 8,787  10,513  10,701  13,703  14,216  (38 %)
(Loss) income before income tax expense
(441) (8,025) (26,725) (28,528) 119,258  (100 %)
Income tax expense
206  235  394  115  150  37 %
  Net (loss) income $ (647) $ (8,260) $ (27,119) $ (28,643) $ 119,108  (101 %)
(Loss) income per share - basic & diluted
$ —  $ (0.02) $ (0.05) $ (0.06) $ 0.23  (100 %)
TPV (in millions) $ 91,386  $ 84,472  $ 79,913  $ 73,899  $ 70,627  29 %
Adjusted EBITDA $ 28,509  $ 20,081  $ 12,663  $ 9,019  $ (1,817) 1669 %
Adjusted EBITDA margin 19 % 14 % 9 % 7 % (1 %) 20  ppts
Financial condition:
Cash and cash equivalents $ 732,722  $ 830,897  $ 923,016  $ 886,417  $ 924,730  (21 %)
Restricted cash (1)
$ 8,500  $ 8,500  $ 8,500  $ 8,500  $ 8,500  %
Short-term investments $ 88,865  $ 157,540  $ 179,409  $ 217,569  $ 228,833  (61 %)
Total assets $ 1,214,590  $ 1,349,627  $ 1,463,204  $ 1,435,836  $ 1,488,283  (18 %)
Total liabilities $ 371,157  $ 362,367  $ 378,186  $ 340,178  $ 345,908  7 %
Stockholders' equity $ 843,433  $ 987,260  $ 1,085,018  $ 1,095,658  $ 1,142,375  (26 %)
(1) As of June 30, 2025, the balance includes $0.9 million classified within Other assets on our Condensed Consolidated Balance Sheets.
ppts = percentage points


8


Marqeta, Inc.
Reconciliation of GAAP to NON-GAAP Measures
(in thousands)
(unaudited)
Information Regarding Non-GAAP Measures
In addition to the financial measures prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), this press release contains certain non-GAAP financial measures. Marqeta considers Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA Margin based on Gross Profit and Adjusted operating expenses as supplemental measures of the company’s performance that are not required by, nor presented in accordance with GAAP.
We define Adjusted EBITDA as net loss adjusted to exclude depreciation and amortization; share-based compensation expense; executive chairman long-term performance award; 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; 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.
Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by net revenue, Adjusted EBITDA Margin based on Gross Profit is calculated as Adjusted EBITDA divided by Gross Profit, and Net Income (Loss) Margin based on Gross Profit is calculated as Net Income (Loss) divided by Gross Profit. These measures are used by management to evaluate our operating efficiency.
We define Adjusted operating expenses 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 and other one-time costs; and acquisition-related expenses which consists of due diligence costs, transaction costs and integration costs related to potential or successful acquisitions, and cash and non-cash postcombination compensation expenses. We believe that Adjusted 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.
Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA Margin based on Gross Profit, Net Income (loss) Margin based on Gross Profit, and Adjusted operating expenses should not be considered in isolation, or construed as an alternative to net loss, or any other performance measures derived in accordance with GAAP, or as an alternative to cash flow from operating activities or as a measure of the company's liquidity. In addition, other companies may calculate Adjusted EBITDA differently than Marqeta does, which limits its usefulness in comparing Marqeta’s financial results with those of other companies.

9


The following table shows Marqeta's GAAP results reconciled to non-GAAP results included in this release:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
GAAP Net revenue
$ 150,392  $ 125,270  $ 289,465  $ 243,237 
GAAP Gross profit
$ 104,061  $ 79,353  $ 202,740  $ 163,512 
GAAP Net (loss) income
$ (647) $ 119,108  $ (8,907) $ 83,048 
GAAP Net (loss) income margin - % of net revenue
% 95 % (3) % 34 %
GAAP Net (loss) income margin - % of gross profit
(1) % 150  % (4) % 51  %
GAAP Total operating expenses (benefit)
$ 113,289  $ (25,689) $ 230,506  $ 108,323 
Net (loss) income
$ (647) $ 119,108  $ (8,907) $ 83,048 
Depreciation and amortization expense 6,653  3,956  11,984  7,493 
Share-based compensation expense
27,070  36,291  52,985  67,604 
Executive chairman long-term performance award
—  (157,738) —  (144,617)
Payroll tax expense related to share-based compensation 791  702  1,567  1,867 
Acquisition-related expenses(1)
1,249  9,930  5,488  19,873 
Restructuring and other one-time costs(2)
1,974  —  4,332  — 
Other income, net
(8,787) (14,216) (19,300) (28,143)
Income tax expense
206  150  441  284 
Adjusted EBITDA $ 28,509  $ (1,817) $ 48,590  $ 7,409 
Adjusted EBITDA Margin - % of net revenue
19 % (1 %) 17 % 3 %
Adjusted EBITDA Margin - % of gross profit
27  % (2) % 24  % %
GAAP Total operating expenses (benefit)
$ 113,289  $ (25,689) $ 230,506  $ 108,323 
Depreciation and amortization expense (6,653) (3,956) (11,984) (7,493)
Share-based compensation expense
(27,070) (36,291) (52,985) (67,604)
Executive chairman long-term performance award
—  157,738  —  144,617 
Payroll tax expense related to share-based compensation (791) (702) (1,567) (1,867)
Acquisition-related expenses(1)
(1,249) (9,930) (5,488) (19,873)
Restructuring and other one-time costs(2)
(1,974) —  (4,332) — 
Adjusted operating expenses
$ 75,552  $ 81,170  $ 154,150  $ 156,103 
(1) Acquisition-related expenses, including transaction costs, integration costs, and cash and non-cash postcombination compensation expenses, are excluded from Adjusted EBITDA. These expenses are specific to a discrete transaction and do not reflect our ongoing core operations or the recurring expenses required to sustain and operate our business.
(2) Restructuring and other one-time costs include the costs related to the CEO transition and one-time retention bonuses provided to other key employees. These bonuses have service requirements and are expensed over the requisite service period.
A reconciliation of Adjusted EBITDA margin to the comparable GAAP measure for the third quarter and full year of 2025 is not available due to the challenges and impracticability with estimating some of the items as such items cannot be reasonably predicted and could be significant. Because of those challenges, reconciliations of such forward-looking non-GAAP financial measures are not available without unreasonable effort.
10