Marqeta (MQ) risk factors, FY2025 10-K

Risks Relating to Our Business and Industry

1. 01We have experienced rapid growth and our past growth rates may not be indicative of future growth rates. If we fail to manage growth effectively, our business and financial results may be adversely affected27% rewritten
2. 02Future net revenue growth depends on our ability to attract new customers and retain existing customers in a cost-effective manner
3. 03We participate in markets that are competitive and continuously evolving, and, if we do not compete successfully, our business, results of operations, financial condition, and future prospects may be adversely affected
4. 04We have a history of net losses and we may not be able to achieve or sustain profitability43% rewritten
5. 05In addition, as a public company, we have incurred, and we will continue to incur, additional significant legal, insurance, accounting, and other expenses that we did not incur as a private company
6. 06Our results fluctuate significantly and may not fully reflect the underlying performance of our business, making it difficult to accurately forecast future results. If our results fail to meet the expectations of financial analysts or investors, our stock price and the value of your investment could decline
7. 07We rely on our relationships with Issuing Banks and Card Networks, and if we are unable to maintain these relationships, our business may be adversely affected
8. 08Performance issues, systems failures, and interruptions in the availability of our platform may adversely affect our business, results of operations, and financial condition
9. 09Also, due to political uncertainty and military actions associated with geopolitical tensions, we and the third parties with which we work may be vulnerable to heightened risks of security breaches and incidents
10. 10Our business depends on a strong, trusted brand, and any failure to maintain, protect, enhance, and effectively market our brand would adversely affect our business
11. 11Our new products and technologies have a limited performance history, and any failure to execute on our related strategy could have an adverse impact on our business and financial condition
12. 12If our credit platform or other credit programs are inaccurate, do not perform as intended, or lack sufficient capacity to meet demand, our business may be adversely affected
13. 13If we fail to anticipate, adapt to, or keep pace with new technologies and develop new services and capabilities for our platform, our business and future growth could be harmed
14. 14Issues relating to our use of AI technologies, including generative and agentic AI, combined with an uncertain legal and regulatory environment, could materially and adversely affect our business, financial condition, and results of operations28% rewritten
15. 15We may continue to expand operations internationally where we have limited operating experience and may be subject to increased business, economic, and regulatory risks that could adversely impact our operations and financial results
16. 16Our business is exposed to risks associated with the handling of client fundsNew
17. 17We may incur losses relating to the settlement of payment transactions on our platform
18. 18While customers deposit a certain amount of pre-funding into bank accounts at our Issuing Banks, depending on the model of the card program and the timing of funding and transactions, some transactions may be authorized in an amount that exceeds the pre-funding in the customer’s account
19. 19We may incur losses relating to illegal and fraudulent activity on our platform
20. 20Failure to attract and retain key personnel, including senior management and other highly skilled employees, could adversely affect our business21% rewritten
21. 21We may require additional capital to support our business, and this capital might not be available on acceptable terms, if at all
22. 22We have in the past and may in the future make investments in investment-grade securities. If such investments are not diversified or are concentrated at an “at-risk” institution, we may experience losses and may not be able to liquidate such investments
23. 23Litigation, disputes, regulatory actions, and government or legal investigations could be costly and time-consuming to defend, and our business may be adversely affected by our involvement or the outcome of such litigation, disputes, actions, or investigations
24. 24We depend on services from various third-party vendors to provide our products and services. Any disruptions in these services, including as a result of actions outside of our control, could significantly impact the continued performance of our platform
25. 25Indemnity provisions in various agreements potentially expose us to substantial liability and risk of loss
26. 26If our estimates or judgments relating to our accounting policies prove to be incorrect, our results of operations could be adversely affected

Risks Relating to Regulation

1. 27In addition, we may become subject to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, or criminal or civil complaints or sanctions, all of which may have an adverse effect on our reputation, business, results of operations, and financial condition
2. 28Laws, regulations, and industry standards related to privacy and data governance, and our actual or perceived failure to comply with such obligations, could adversely affect our business and financial results
3. 29A portion of our net revenue is derived from Interchange Fees and changes in Interchange Fees or Interchange Fee regulations, or in interpretation of existing regulations, could adversely affect our business, results of operations, and financial condition42% rewritten
4. 30Changes to the rules or practices set by Card Networks or our failure to comply with their rules and practices could adversely affect our business
5. 31We are subject to anti-money laundering, anti-bribery and corruption (“AB&C”), sanctions, and similar laws, and non-compliance with such laws and regulations can subject us to criminal penalties or significant fines, adversely affect our business and reputation, or have other adverse consequences for us
6. 32We may be subject to governmental export controls and economic sanctions regulations that could impair our ability to compete in international markets and could subject us to liability if we fail to comply
7. 33The Sarbanes-Oxley Act of 2002 requires, among other things, that we maintain effective disclosure controls and procedures and to report any material weakness in our internal controls over financial reporting34% rewritten
8. 34Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our results of operations
9. 35Changes in tax laws or regulations could have a material adverse effect on our business, results of operations, and financial conditions49% rewritten
10. 36We may have exposure to greater-than-anticipated tax liabilities, which may materially and adversely affect our business, results of operations, and financial condition
11. 37Our ability to use our net operating losses and other tax attributes to offset future taxable income may be subject to certain limitations

Risks Relating to Intellectual Property

1. 38If we fail to adequately protect our intellectual property rights, our business could be adversely affected and we could incur additional expenses to protect our rights
2. 39Our use of open source software could adversely affect our ability to sell our products
3. 40We may be accused of infringing the intellectual property rights of third parties

Risks Relating to Ownership of Our Class A Common Stock

1. 41The trading price of our Class A common stock has been and is likely to continue to be volatile, which could cause the value of your investment to decline
2. 42Our issuance of additional capital stock may dilute your ownership and adversely affect the market price of our Class A common stock
3. 43We do not intend to pay dividends on our Class A common stock in the foreseeable future and, consequently, the ability of Class A common stockholders to achieve a return on investment will depend on appreciation in the trading price of our Class A common stock
4. 44Provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current board of directors, and limit the trading price of our Class A common stock
5. 45Our amended and restated bylaws designate state or federal courts located within the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, potentially limiting stockholders’ ability to obtain a favorable judicial forum for disputes with us
6. 46We cannot guarantee that our share repurchase program will enhance long-term stockholder value. Share repurchases could also affect the trading price of our stock and may reduce working capital54% rewritten
7. 47Unfavorable conditions in the global economy could adversely affect our business and financial results32% rewritten
8. 48Our business is subject to the risks of earthquakes, fire, floods, pandemics, and other natural catastrophic events, and to interruption by man-made issues such as power disruptions and strikes