DEF 14A of Marqeta, Inc., Apr 21, 2026

DEF 14A of Marqeta, Inc.

Filed Apr 21, 2026 · FY20250001522540-26-000030

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees You are being asked to vote on the election of the following four Class II director nominees. Detailed information about each director can be found beginning on page 9.

  2. Our Director Nominees

    | Name and Principal Occupation | Age | Director Since | Independent | AC | CC | NGC | PIC | Other Public Company Boards | | Najuma Atkinson Director | 54 | 2023 | ☑ | | ☑ | ☑ | | 0 | | Martha Cummings Director | 65 | 2021 | ☑ | ☑ | | ☑ | | 0 | | Judson (Jud) Linville Chair of the Board | 68 | 2020 | ☑ | | ☑ | | | 1 | | Michael (Mike) Milotich Director and Chief Executive Officer | 49 | 2025 | | | | | | 0 | | AC = Audit Committee CC = Compensation Committee NGC = Nomination and Governance Committee PIC = Payments Innovation Committee | | | | | | | | |

  3. About Marqeta

    About Marqeta Marqeta’s mission is modernizing financial services by making the entire payment experience native and delightful. Marqeta’s modern platform empowers our customers to create customized and innovative payment card programs, giving them configurability and flexibility. When our customers come to us to build a payments solution, they are not just building a card, they are building a payments experience. Our platform encompasses debit, prepaid, and credit programs, and provides banking and money movement, risk management, and rewards products. We deliver a scaled solution to our customers to maximize the benefit of their card programs while also providing the tech layer that bridges the bank and the customer. Marqeta’s open APIs provide instant access to a highly scalable, cloud-based payment infrastructure that enables customers to embed the payments experience into apps or websites for a personalized user experience. Customers can launch and manage their own card programs, issue cards, and authorize and settle payment transactions quickly using our platform. We also deliver robust card program management, allowing our customers to embed Marqeta in their offering without having to build certain complex elements or customer support services. Our customers can focus on their areas of expertise, with more control over their card programs, while we manage the complexity of running the card programs with issuing banks and card networks.

  4. Our Board of Directors

    Our Board of Directors Our directors possess a diverse range of skills, experience, qualifications, and perspectives, as well as a range of tenures, that allow the Board to effectively oversee the business, ensuring alignment with long term strategic decisions and the interests of our stockholders.

  5. Our Board of Directors

    | 80% | Independent Directors | 7 | Directors Added Since 2022 |

  6. Our Board of Directors

    | 5 Years | Average Director Tenure |

  7. Our Board of Directors

    See page 9 for individual details for each director, including experience and qualifications.

  8. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    BOARD OF DIRECTORS AND CORPORATE GOVERNANCE Our business is managed under the direction of our Board, which is currently composed of ten members. Eight of our ten directors are independent within the meaning of the independent director requirements of the Nasdaq Stock Market LLC (“Nasdaq”). Our Board is divided into three classes with staggered terms. At each annual meeting of stockholders, a class of directors will be elected for an approximate three-year term to succeed the same class whose term is then expiring. Upon the recommendation of our Nomination and Governance Committee, we are nominating Najuma Atkinson, Martha Cummings, Judson (Jud) Linville, and Michael (Mike) Milotich as Class II directors at the Annual Meeting. If elected, Mmes. Atkinson and Cummings and Messrs. Linville and Milotich will each hold office until the annual meeting of stockholders to be held in 2029 and until their successors are elected and qualified or until such director’s earlier death, resignation, or removal. The following table sets forth the names, ages as of April 15, 2026, and certain other information for each of the director nominees and continuing directors:

  9. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Name | Age | Independent | Title | | Class II Director Nominees(1) | | | | | Najuma Atkinson(5)(6) | 54 | X | Director | | Martha Cummings(3)(6) | 65 | X | Director | | Judson (Jud) Linville(5) | 68 | X | Chair of the Board | | Michael (Mike) Milotich | 49 | | Director and Chief Executive Officer | | Class III Directors(1) | | | | | Alpesh Chokshi(2)(5)(6) | 62 | X | Director | | Elaine Paul(3)(4)(6) | 58 | X | Director | | Kiran Prasad(2)(5) | 49 | X | Director | | Class I Directors(1) | | | | | Jason Gardner(2) | 56 | | Director and Founder | | R. Mark Graf(3)(4) | 61 | X | Director | | Wendy Thomas(2)(3)(4) | 55 | X | Director |

  10. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    (1)Class I directors will continue in office until the 2028 annual meeting of stockholders. Class II director nominees are up for election at the Annual Meeting, and, if elected, will continue in office until the 2029 annual meeting of stockholders. Class III directors will continue in office until the 2027 annual meeting of stockholders. (2)Member of the Payments Innovation Committee. (3)Member of the Audit Committee. (4)Audit Committee financial expert. (5)Member of the Compensation Committee. (6)Member of the Nomination and Governance Committee.

  11. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Nominees for Election for Terms Expiring in 2029 (Class II) | | | Najuma Atkinson | | | Age: 54 Director since: 2023 Committees: Compensation (Chair) Nomination and Governance | Key Board Contributions and Qualifications Ms. Atkinson has extensive global human resource management experience and a demonstrated track record of successfully developing talent and creating strong, enduring positive workplace cultures. Her data-driven approach and expertise in implementing technologies to enhance employee experience contributes to important board considerations regarding the alignment of human capital strategy with overall business objectives. We believe that Ms. Atkinson is qualified to serve as a member of our Board because of her extensive experience in executive leadership at several public companies. Professional Experience Najuma Atkinson Consulting, executive coaching, assessment, and advisory services ■CEO (since 2025) Hasbro, Inc. (NASDAQ: HAS), a play and entertainment company ■EVP, Chief People Officer and Special Advisor (2021-2025) Dell Technologies (NYSE: DELL), an information technology company ■SVP of Global HR Services (2019-2021) ■Various roles of increasing responsibility in the Human Resources, Customer Experience, and Strategy functions (1999-2019) Education ■BA, Political Science, Fisk University ■MBA, Organizational Management, Trevecca Nazarene University | | Martha Cummings | | | Age: 65 Director since: 2021 Committees: Audit Nomination and Governance (Chair) | Key Board Contributions and Qualifications Ms. Cummings brings over three decades of experience in financial services and expertise in a wide variety of responsibilities including risk management, regulatory supervision, investment banking, and business transformation. Her extensive knowledge of the global financial services industry, risk identification and mitigation, as well as her regulatory experience provide valuable insights related to strategic planning and international expansion. We believe that Ms. Cummings is qualified to serve as a member of our Board because of her experience in management and her knowledge of the global financial services industry. Professional Experience Boston Consulting Group, a strategic management consulting group ■Senior Advisor (since 2023) Wells Fargo Bank, N.A. (NYSE: WFC), a multinational financial services company ■EVP, Head of Compliance, Strategy & Operations (2018-2020) Federal Reserve Bank of New York, one of 12 reserve banks in the Federal Reserve System ■SVP and Senior Supervisory Officer (2012-2018) Education ■BA, Economics, University of Minnesota ■MA, International Studies, Lauder Institute, University of Pennsylvania ■MBA, Wharton School of Business, University of Pennsylvania |

  12. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Jud Linville | | | Age: 68 Independent Chair of the Board since 2024 Director since: 2020 Committees: Compensation Other Public Company Board: Alkami Technology, Inc. (NASDAQ: ALKT) (since 2026) | Key Board Contributions and Qualifications Mr. Linville’s more than three decades of executive experience spans financial services, technology, media, and marketing. While serving as Citigroup’s CEO of Global Cards and Consumer Services, he led the largest global credit card franchise, and was responsible for running digital, marketing, and data/analytics efforts across all consumer lines of business. His extensive track record of driving digital and mobile transformation at leading organizations provides the Board and management with valuable perspectives on leveraging emerging technologies to promote business growth. We believe that Mr. Linville is qualified to serve as a member of our Board because of his extensive business experience in the financial industry, his experience in management, and his knowledge of the industry in which we operate. Professional Experience General Atlantic LLC, a global growth equity firm ■Senior Advisor (2019-2024) Citigroup, Inc (NYSE: C), a global financial services company ■CEO of Global Cards and Consumer Services (2010-2018) American Express Co (NYSE: AXP), multinational financial services company ■President and CEO of Consumer Services (2006-2010) ■Various executive roles in American Express International, Global Commercial Service, Service Delivery, and Consumer Services (1989-2006) Education ■BA, Psychology, Lafayette College ■PsyD, Clinical Psychology, College of Medicine, Drexel University | | Mike Milotich | | | Age: 49 Chief Executive Officer Director since: 2025 Committees: None | Key Board Contributions and Qualifications Mr. Milotich brings over two decades of experience in financial services and expertise in a wide variety of responsibilities, including corporate finance, FP&A and investor relations. His extensive knowledge of the global financial services industry, as well as his experience as our Chief Financial Officer, provide valuable insights related to financial and strategic planning. This experience provides valuable insights to board deliberations on performance, risk identification, and operational strategy. Mr. Milotich’s background informs his ability to provide key insights concerning long-term strategic and financial planning. We believe that Mr. Milotich is qualified to serve as a member of our Board because of his experience as our CEO and CFO, and his deep finance and strategy expertise. Professional Experience Marqeta, Inc. ■Director since 2025 ■Chief Executive Officer since 2025 ■Chief Financial Officer (2022-2026) Visa Inc. (NYSE: V), a global financial platform company ■Senior Vice President, Head of Corporate Finance and Investor Relations (2018-2022) ■Vice President, Corporate FP&A and Business Analyst Lead (2014-2018) Education ■BA, Business Economics, University of California, Santa Barbara ■MBA, New York University |

  13. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Incumbent Directors Whose Terms Expire in 2027 (Class III) | | | Alpesh Chokshi | | | Age: 62 Director since: 2024 Committees: Compensation Nomination and Governance Payments Innovation | Key Board Contributions and Qualifications Mr. Chokshi is a seasoned senior executive with significant leadership experience in the global financial services sector. His multifaceted business development experience – spanning corporate strategy, M&A, and driving the success of innovative technology platforms – provides him with deep expertise in new market expansion, building and managing critical client and partner relationships, and implementing strategic initiatives to drive growth. We believe that Mr. Chokshi is qualified to serve as a member of our Board because of his experience in management and his knowledge of the global financial services industry. Professional Experience Bilt Technologies, Inc. dba Bilt Rewards, a receipt data platform powering innovation in commerce (acquired Rotomaire, Inc. dba Banyan in 2025) ■Senior Advisor (since 2025) ■President, Banyan (2024-2025) Long Ridge Equity Partners, a growth investment firm ■Senior Advisor (since 2024) Citigroup, Inc (NYSE: C), a global financial services company ■Global Head of Business Development and Strategy for Personal Banking and Wealth (2018-2023) Visa (NYSE: V), a financial technology company ■Head of National Accounts (2015-2018) American Express Co (NYSE: AXP), multinational financial services company ■Various roles of increasing responsibility from Chief Strategy Officer to President of Global Payment Options (2001-2015) Education ■BS, Electrical Engineering, University of Pennsylvania ■BS, Economics, University of Pennsylvania ■MBA, Wharton School of Business, University of Pennsylvania |

  14. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Elaine Paul | | | Age: 58 Director since: 2025 Committees: Audit Nomination and Governance Other Public Company Boards: Sabre (NASDAQ: SABR) (since 2024) | Key Board Contributions and Qualifications Ms. Paul is a proven leader and growth driver in technology-driven industries, with extensive financial, business development, and M&A experience at global companies. Her service in executive roles at Lyft, Amazon, Hulu, and Disney, including most recently as CFO of Lyft, Inc., showcases her management expertise, global experience, and expertise in financial and strategic planning. This experience provides valuable insights to board deliberations on performance, risk identification, and operational strategy. Ms. Paul’s background informs her ability to provide key insights concerning long-term strategic and financial planning. We believe that Ms. Paul is qualified to serve as a member of our Board because of her experience as a CFO and in management, her deep finance and strategy expertise, transactional experience, and experience as a board member of a public company. Professional Experience Lyft, Inc. (NASDAQ: LYFT), a peer-to-peer marketplace for on-demand ridesharing ■CFO (2022-2023) Amazon Studios (NASDAQ: AMZN), a division of Amazon.com, Inc., an e-commerce company ■CFO and Vice President of Finance (2019-2021) Hulu, LLC, a streaming service company ■CFO (2013-2019) The Walt Disney Company (NYSE: DIS), a global entertainment company ■Various senior positions, including as Senior Vice President, Corporate Strategy, Business Development and Technology (1994-2013) Education ■BA, Economics and History, Stanford ■MBA, Harvard Business School |

  15. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Kiran Prasad | | | Age: 49 Director since: 2022 Committees: Compensation Payments Innovation | Key Board Contributions and Qualifications Mr. Prasad is an accomplished engineer and product strategist with a proven track record of developing innovative consumer platforms. With over 20 years of engineering and product development experience, he has successfully led global brands and managed international teams. In addition to his deep knowledge of mobile and desktop application technology, he brings valuable expertise in strategic planning, product development, and enhancing the consumer experience. We believe that Mr. Prasad is qualified to serve as a member of our Board because of his extensive business experience in product and technology, his experience in management, and his knowledge of the industry that we operate in. Professional Experience McKinsey & Company, a strategic management consulting group ■Senior Business Advisor (since 2025) Big Basin Labs, a software company ■CEO & Co Founder (since 2024) NextDoor Holdings (NYSE: KIND), a social media company that operates a networking service for neighborhoods ■Head of Product (2021-2023) LinkedIn, a networking-focused social media platform and subsidiary of Microsoft Corporation ■VP of Product (2018-2021) ■Various senior engineering roles (2011-2018) Education ■BS, Computer Science and Computational Mathematics, Michigan State University ■MS, Computer Science, University of Michigan |

  16. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Incumbent Directors Whose Terms Expire in 2028 (Class I) | | | Jason Gardner | | | Age: 56 Director since: 2010 Committees: Payments Innovation | Key Board Contributions and Qualifications Mr. Gardner’s extensive career in the IT and financial services sectors is highlighted by his experience as Marqeta’s Founder and former Chief Executive Officer. Having founded several other firms, Mr. Gardner provides a critical entrepreneurial perspective as well as strategic planning, market analysis, and stakeholder management expertise. His unique insights into the electronic payments space and the innovation required to effectively meet customer demands are instrumental to advancing Marqeta’s strategy. We believe that Mr. Gardner is qualified to serve as a member of our Board because of his experience and perspective as our Founder and former Chief Executive Officer. Professional Experience Marqeta, Inc. (NASDAQ: MQ) ■Executive Chair (2023–2024) ■Founder and CEO (2010–2023) Education ■BA, Political Science, Arizona State University | | R. Mark Graf | | | Age: 61 Director since: 2024 Committees: Audit (Chair) Other Public Company Boards: Harmony Biosciences Holdings (NASDAQ: HRMY) (since 2020) Signet Jewelers Ltd. (NYSE: SIG) (since 2017) | Key Board Contributions and Qualifications Mr. Graf has more than 30 years of experience in treasury, financial planning, accounting, corporate development, and business line management at major public financial firms. His extensive expertise in capital analysis, consumer credit, and financial management, along with his experience in risk management enables him to provide valuable insights to the Board as it oversees strategy and business development. We believe that Mr. Graf is qualified to serve as a member of our Board because of his experience in management and his knowledge of the global financial services and payments industry. Professional Experience Discover Financial Services (NYSE: DFS), an American financial services firm ■CFO (2011-2019) ■Chief Accounting Officer (2011-2012) Education ■BS, Economics, Wharton School of Business, University of Pennsylvania |

  17. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Wendy Thomas | | | Age: 55 Director since: 2025 Committees: Audit Payments Innovation Other Public Company Boards: SecureWorks Corp. (previously public) (2021-2025) IonQ, Inc. (2022-2025) | Key Board Contributions and Qualifications Ms. Thomas is a renowned business leader in global cybersecurity and a senior finance executive with over 25 years of experience in strategic and functional leadership roles across multiple technology-driven companies, including in her most recent role as CEO of global cybersecurity company, Secureworks. Her experience in management, deep knowledge of cybersecurity, and expertise in finance and strategic planning provides valuable insights to board deliberations on performance, risk identification, and operational strategy. We believe that Ms. Thomas is qualified to serve as a member of our Board because of her experience in management, knowledge of global cybersecurity and finance trends, and her experience as a board member of public companies. Professional Experience SecureWorks Corp. (formerly NASDAQ: SCWX), a global cybersecurity company acquired by Sophos in 2025 ■Chief Executive Officer (2021-2025) ■President (2020-2023) ■Senior Vice President of Strategy and Chief Product Officer (2018-2020) ■Vice President, Strategic & Financial Planning (2015-2018) Education ■BA, Economics and Foreign Affairs, University of Virginia ■MBA, Finance, University of South Carolina |

  18. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Nomination and Governance Committee uses a variety of methods for identifying and evaluating potential director candidates. In its evaluation of director candidates, including the current directors eligible for re-election, our Nomination and Governance Committee will consider the current size and composition of our Board and the needs of our Board and its committees. Some of the qualifications that our Nomination and Governance Committee considers include, without limitation, experience, skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest, and such other relevant factors that may be appropriate in the context of the needs of the Board. Although our Board does not maintain a specific policy with respect to board diversity, our Board believes that the board should be composed of members with diverse perspectives and experiences, and the Nomination and Governance Committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, the Nomination and Governance Committee may take into account the benefits of diverse viewpoints. Any search firm retained by our Nomination and Governance Committee to find director candidates (for which it would be paid a fee) would be instructed to take into account all of the considerations used by our Nomination and Governance Committee. The Nomination and Governance Committee retained Heidrick & Struggles International, Inc. (“Heidrick & Struggles”) in 2025 to assist in identifying and evaluating potential director candidates. Ms. Paul was identified by Heidrick & Struggles as a potential director candidate and was appointed as a member of our Board on April 18, 2025. Ms. Thomas was identified by a non-employee director and Heidrick & Struggles as a potential director candidate and was appointed as a member of our Board on April 18, 2025. After completing its review and evaluation of director candidates, our Nomination and Governance Committee recommends to our full Board the director nominees for selection.

  19. Non-Employee Director Compensation

    Non-Employee Director Compensation Our Board has approved a compensation policy for our non-employee directors (the “Director Compensation Policy”), pursuant to which our non-employee directors receive the compensation described in the table below. The Director Compensation Policy was developed with input from the Board’s independent compensation consultant, Compensia, Inc., regarding practices and compensation levels at comparable companies. The Director Compensation Policy is designed to attract, retain, and reward non-employee directors.

  20. Non-Employee Director Compensation

    | Element of Compensation | Cash | Equity | | Annual Cash Retainer for Service on the Board | $50,000 | | | Initial Equity Grant upon Election to the Board | | $400,000 | | Annual Equity Grant | | $200,000 | | Annual Board Chair Equity Retainer | | $50,000 | | Annual Audit Committee Chair Retainer | $20,000 | | | Annual Compensation Committee Chair Retainer | $15,000 | | | Annual Nomination and Governance Committee Chair Retainer | $10,000 | | | Annual Payments Innovation Committee Chair Retainer | $50,000 | |

  21. Non-Employee Director Compensation

    Our Director Compensation Policy provides that each non-employee director that is elected to our Board is granted a one-time restricted stock unit (“RSU”) award of our Class A common stock with a value of $400,000 (the “Initial Grant”). The Initial Grant will vest in three equal annual installments commencing on the first anniversary of the grant date, subject to continued service through the applicable vesting date. Furthermore, on the date of each of our annual meetings of stockholders, each non-employee director who will continue as a non-employee director following such meeting is granted an RSU award of our Class A common stock with a value of $200,000 (the “Annual Grant”). The Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service through the applicable vesting date. Such awards are subject to full acceleration of vesting upon a “sale event” as defined in our 2021 Stock Option and Incentive Plan (the “2021 Plan”). The policy also provides for a $50,000 RSU award (the “Chairperson Grant”), for annual service as the independent chair of our board, in addition to the $50,000 cash retainer for annual service as a member of the Board. The Chairperson Grant has the same terms and conditions as the Annual Grant described above. With respect to the Annual Grant and the Chairperson Grant, a non-employee director may elect to receive an amount equal to the Annual Grant and/or the Chairperson Grant in the form of cash payment which vests and will be paid in full on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of stockholders. In order to receive cash in lieu of equity, a non-employee director must satisfy applicable stock ownership requirements and have served as a director for at least five years. We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board or any committee thereof and we reimburse directors for continuing education programs under our Board Continuing Education Policy. The following table sets forth information regarding compensation earned by or paid to our non-employee directors during fiscal year 2025.

  22. Fiscal Year 2025 Director Compensation Table

    Fiscal Year 2025 Director Compensation Table

  23. Fiscal Year 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Restricted Stock Units (RSUs) ($)(1)(2) | All Other Compensation ($) | Total ($) | | Najuma Atkinson | 65,000 | 199,996 | — | 264,996 | | Alpesh Chokshi | 50,000 | 199,996 | — | 249,996 | | Martha Cummings | 60,000 | 199,996 | — | 259,996 | | Jason Gardner(3) | 300,000 | — | — | 300,000 | | R. Mark Graf | 70,000 | 199,996 | — | 269,996 | | Jud Linville | 50,000 | 250,000 | — | 300,000 | | Elaine Paul(4) | 35,165 | 599,996 | — | 635,161 | | Kiran Prasad | 50,000 | 199,996 | — | 249,996 | | Helen Riley(5) | 22,527 | — | — | 22,527 | | Godfrey Sullivan(5) | 22,527 | — | — | 22,527 | | Wendy Thomas(4) | 35,165 | 599,996 | — | 635,161 |

  24. Fiscal Year 2025 Director Compensation Table

    (1)This column reflects the aggregate grant date value of RSUs granted during fiscal year 2025 calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in the notes to our consolidated financial statements included in our 2025 Annual Report. The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that will be realized by the director upon the vesting of the RSUs, or the sale of the common stock underlying such RSUs. (2)As of December 31, 2025, our non-employee directors held (i) outstanding options to purchase the number of shares of common stock as follows: Ms. Cummings (581,000); Mr. Gardner (2,438,530); and Mr. Linville (600,000); and (ii) unvested and outstanding RSUs as follows: Ms. Atkinson (67,160); Mr. Chokshi (87,479); Ms. Cummings (36,297); Mr. Graf (87,875); Mr. Linville (45,372); Ms. Paul (141,009); Mr. Prasad (36,297); and Ms. Thomas (141,009). (3)Mr. Gardner elected to receive the 2025 Annual Grant of $200,000 in cash in lieu of equity as permitted under the Director Compensation Policy. (4)Mmes. Paul and Thomas were appointed to our Board on April 18, 2025. (5)Ms. Riley and Mr. Sullivan departed from our Board on June 12, 2025, following our 2025 annual meeting of stockholders.

  25. Fiscal Year 2025 Director Compensation Table

    | Proposal 2 | Ratification of Appointment of Independent Registered Public Accounting Firm |

  26. Fiscal Year 2025 Director Compensation Table

    Our Audit Committee has appointed KPMG LLP (“KPMG”) as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ending December 31, 2026. At the Annual Meeting, stockholders are being asked to ratify the appointment of KPMG as our independent registered public accounting firm for our fiscal year ending December 31, 2026. Stockholder ratification of the appointment of KPMG is not required by our bylaws or other applicable legal requirements. However, our Board is submitting the appointment of KPMG to our stockholders for ratification as a matter of good corporate governance. In the event that this appointment is not ratified by the affirmative vote of a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote, our Audit Committee will consider the outcome of the vote in determining whether to retain this firm for our fiscal year ending December 31, 2026. Even if the appointment is ratified, our Audit Committee, in its sole discretion, may appoint another independent registered public accounting firm at any time during our fiscal year ending December 31, 2026 if our Audit Committee believes that such a change would be in the best interests of Marqeta and its stockholders. A representative of KPMG is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he or she wishes to do so, and is expected to be available to respond to appropriate questions from stockholders.

  27. Fiscal Year 2025 Executive Compensation Highlights

    | Performance Metrics | | Year-Over-Year Revenue Growth | | Gross Profit | | Adjusted EBITDA |

  28. Fiscal Year 2025 Executive Compensation Highlights

    Following a thorough assessment, we set target compensation for our executives to be market-competitive, supporting our ability to attract and retain best-in-industry executive talent. These compensation decisions were based on the executive’s role with the Company, our operational and financial performance, the analysis from our independent compensation consultant, and other factors described in this Proxy Statement. For fiscal year 2025, the Compensation Committee made the following determinations regarding compensation of our Named Executive Officers: •Base Salaries: Adjusted base salaries for our NEOs to align their fixed cash compensation with market pay levels, our compensation philosophy, and each executive’s role within the Company. •Annual Cash Incentives: Target cash bonuses for our NEOs under the Senior Executive Cash Incentive Bonus Plan (the “Bonus Plan”) to align their target cash compensation with market pay levels, our compensation philosophy, and their role within the Company. With the exception of the newly appointed Chief Executive Officer, target bonus opportunities for fiscal year 2025 remained at the same level as in the prior year, with no revisions. Under the Bonus Plan, our Named Executive Officers were eligible to earn cash bonus awards based on actual Company performance as measured against three pre-established financial metrics, as well as their individual performance and Compensation Committee discretion. The corporate funding factor for awards under the Bonus Plan in fiscal year 2025, as approved by the Compensation Committee, was 116.1% of target. In determining the final bonus amounts for the NEOs, the Compensation Committee considered each NEO’s individual performance as well as the Company’s transformation efforts and cost reduction measures intended to position the Company for future success. Named Executive Officers earned annual cash bonus awards ranging from 124.8% to 130.4% of target. Mr. Pollak participated in a commission sales plan (the “CRO Commission Plan”) under the Bonus Plan and received an award at 88.1% of target for fiscal year 2025. In addition, Mr. Pollak received additional bonus payments so that total incentive payment (inclusive of the CRO Commission Plan) for fiscal year 2025 was at 116% of target. •Long-Term Equity Awards: In fiscal year 2025, the Compensation Committee approved long-term equity awards for NEOs in a mix of RSUs and performance stock units (“PSUs”). With respect to the PSUs, which represented 30% of the target value of equity granted to NEOs, a weighted average performance vesting of 136.2% was achieved for fiscal year 2025. Earned PSUs vest one-third at the end of the performance period and in quarterly installments over the following two years. •CEO Transition: In connection with Mr. Khalaf’s departure in February 2025, Mr. Milotich was appointed Interim Chief Executive Officer (the “Interim CEO Appointment Date”) and retention awards were provided to each NEO. In connection with his service as Interim Chief Executive Officer, Mr. Milotich received, during the period he served as Interim Chief Executive Officer, (i) an annual base salary of $550,000; (ii) a target annual bonus at the rate of 75% of his annual base salary, and (iii) a one-time retention award of $2,000,000, which was paid (a) 50% in cash on the date a CEO was appointed (the “CEO Appointment Date”); and (b) 50% in RSUs, which vested on the date that was six months following the CEO Appointment Date. These RSUs are subject to the terms and conditions of the Marqeta 2021 Stock Option and Incentive Plan (the “2021 Plan”) and the applicable award agreement thereunder. In connection with Mr. Milotich’s appointment as CEO in September 2025, the Board considered benchmarked data provided by Compensia, including recent technology CEO promotion packages. Cash compensation was aligned to the levels of the former CEO, at $600,000 base salary and a bonus target of 100% of base salary. Regarding equity compensation, the Board considered ranges based on Mr. Milotich’s fiscal year 2025 compensation in his prior CFO role as well as equity holdings at the time in comparison to peer CEO benchmarks, and approved a one-time promotion grant of $5 million in RSUs which vest quarterly over the next three years in advance of a transition to CEO-level long-term incentives in fiscal year 2026. The Board believes the one-time promotion grant, in combination with existing holdings and anticipated fiscal year 2026 refresh, brings total unvested values in line with the low end of new hire CEO value. Ms. Sumner and Mr. Pollak each received a one-time retention award of $1,600,000, on the following terms and conditions: $600,000 of each retention award was paid in cash to the respective recipient on the CEO Appointment Date; and $1,000,000 of each retention award was granted in RSUs to the respective recipient which vested on the date that was six months after the CEO Appointment Date, and were subject to the NEO’s continued employment with the Company through such date. The RSUs are subject to the terms and conditions of the Company’s 2021 Stock Option and Incentive Plan and the applicable award agreement thereunder. Further information on individual and company performance is discussed below.

  29. Principal Elements of Compensation; Fiscal Year 2025 Pay Mix

    Principal Elements of Compensation; Fiscal Year 2025 Pay Mix Consistent with our compensation objectives and our pay-for-performance philosophy described above, we compensate our NEOs in the form of base salaries, annual cash incentives, and long-term equity incentives consisting of RSUs and PSUs. The following table describes the principal elements of our executive compensation program for fiscal year 2025:

  30. Principal Elements of Compensation; Fiscal Year 2025 Pay Mix

    | | Pay Element | Metrics | Rationale | | Base Salary | Cash | N/A | Provides a fixed and stable level of income for performance of day-to-day responsibilities. | | Annual Cash Incentives | Performance-based cash incentive | The Bonus Plan is based on annual net revenue growth, gross profit, adjusted EBITDA (as described below) and Compensation Committee discretion. Payouts can also be adjusted for individual performance. The CRO Commission Plan is based on new bookings and gross profit. | Motivates achievement of key annual financial and operational goals | | Long-Term Equity Awards | Time-based RSUs | Continued employment Stock price performance | Establishes alignment between interests of executives and stockholders. The mix between time-based RSUs and performance-based PSUs balances retention and stock price growth. | | | Performance-based PSUs | Gross Profit Adjusted EBITDA Stock price performance | |

  31. Compensation Practices

    | What We Do | What We Don’t Do | | •Align pay with performance •Set target compensation at reasonable, market-competitive levels •Allocate significant ratio of NEO compensation to equity incentives to foster alignment with stockholder interests •Utilize rigorous performance metrics that reflect our strategic priorities •Use a representative peer group of comparable financial technology, internet, and software companies, as well as relevant compensation survey data, when setting executive compensation •Perform an annual risk assessment of the Company’s compensation program by the Compensation Committee | •Do not permit any of our employees or directors to engage in short sales, hedging, pledging, or transactions in derivatives of our securities •Do not offer fixed term (vs. “at-will”) employment for our NEOs •Do not provide our NEOs with any enhanced deferred compensation, special retirement, or pension plans that are not generally available to all of our employees •No tax gross-ups on executive change-in-control payments •No special health benefits: NEOs are eligible for the same health benefits as other employees •No significant perquisites to NEOs •No severance payments to NEOs who voluntarily terminate their employment •Do not time equity award grants to the release of material non-public information |

  32. The Role of Our Management Team

    The Role of Our Management Team In making its decisions, the Compensation Committee also relies on input from management, including the Chief Executive Officer. Members of our management team provide the Compensation Committee with perspectives and advice on selecting performance metrics and related target levels and on the composition of our compensation peer group. The Chief Executive Officer also provides the Compensation Committee with compensation recommendations based on the individual performance of each NEO and, with the assistance of benchmarked data provided by the independent compensation consultant, on market levels of compensation for each NEO given his or her functional role and scope of authority. No member of management, including the Chief Executive Officer, participates in discussions about his or her own performance or compensation.

  33. The Role of Our Independent Compensation Consultant

    The Role of Our Independent Compensation Consultant Pursuant to its charter, the Compensation Committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, as determined in its sole discretion, to assist in carrying out its responsibilities. The Compensation Committee has the authority to make all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the Compensation Committee. For fiscal year 2025, the Compensation Committee engaged Compensia, Inc. as its independent compensation consultant to: •Advise the Compensation Committee on a competitive compensation framework relevant to a public company at our stage of development; •Advise the Compensation Committee on the composition of our compensation peer group; •Provide market analyses of the compensation of our directors and executives; •Provide input on the implementation of our annual cash incentive plan and equity plan; •Provide compensation market analyses and advise the Compensation Committee on compensation decisions related to executive hiring and certain terminations; •Advise the Compensation Committee on public disclosures relating to our executive compensation program; and •Assist the Compensation Committee in assessing the risks under our compensation programs. Compensia representatives attended Compensation Committee meetings and periodically met with members of our management team in the course of carrying out its advisory work. The Compensation Committee has evaluated Compensia’s independence pursuant to Nasdaq listing standards and the relevant SEC rules and determined that no conflict of interest has arisen as a result of the work performed by Compensia.

  34. Fiscal Year 2025 Compensation Peer Group

    Fiscal Year 2025 Compensation Peer Group In setting NEO compensation for fiscal year 2025, the Compensation Committee, with the assistance of its independent compensation consultant, reviewed compensation data from a group of public companies which we believe are comparable in size and industry to us. This peer group consisted of publicly-traded companies headquartered in the U.S. with the following characteristics: •Generally, companies in financial technology, internet, or software industries with a preference for cloud-based companies. •Companies with revenues between 0.5x and 2.5x of Marqeta’s and a market capitalization between 0.3x and 3.0x of Marqeta’s. •In addition, the Compensation Committee focused on companies with strong year-over-year revenue growth, a comparable time since initial public offering (“IPO”), a B2B business model, and companies that our investors use to benchmark our performance. In July 2024, the Compensation Committee reviewed and approved the following peer group that was used to make fiscal year 2025 compensation decisions:

  35. Fiscal Year 2025 Compensation Peer Group

    | Fiscal Year 2025 Peer Group | | | | | ACI Worldwide Affirm Holdings Alkami Technology AppFolio AvidXchange Holdings | BILL Holdings Blackline Five9 MeridianLink nCino | PagerDuty Paylocity Holding Paymentus Holding Payoneer Global Q2 Holdings | Remitly Global Shift4 Payments Smartsheet SoFi Technologies Zuora |

  36. Fiscal Year 2025 Compensation Peer Group

    The Compensation Committee refers to executive compensation surveys from Radford, an Aon Hewitt company, as needed, covering similarly situated technology companies. These surveys, as well as the peer group information, serve as data points in determining the appropriate components and amount of overall compensation. In setting the elements of compensation for our NEOs, the Compensation Committee reviewed the base salary, annual cash incentives, total target cash compensation, long-term incentives, and total direct compensation of our NEOs compared to those compensation elements for similarly situated executives at the companies in our compensation peer group. The Compensation Committee generally does not target executive compensation to be at a certain percentile relative to peers and takes into consideration the scope, responsibility, and skills required of each NEO’s position, each of our NEOs’ contributions and past performance, achievement of short- and long-term objectives, the competitive market (based on an analysis of compensation peer group and survey data), and internal pay parity.

  37. Cash Incentives

    Cash Incentives In addition to base salary, we provide our NEOs the opportunity to earn cash bonus awards under the Bonus Plan. The Compensation Committee believes that a significant proportion of each NEO’s total compensation should be at-risk and based on performance, including annual progress toward our long-term objectives, which we incentivize with the Bonus Plan. In furtherance of that goal, the Compensation Committee seeks to set rigorous Bonus Plan goals. Our NEOs’ performance against our financial and operational goals is measured against the goals set at the beginning of the fiscal year. Mr. Pollak, as Chief Revenue Officer, participated in the CRO Commission Plan under the Bonus Plan in fiscal year 2025. For fiscal year 2025, he was paid a quarterly commission based on attainment of goals for new bookings and expansion and in-year customer gross profit. Each measure was weighted 50% in calculating the commission payments.

  38. Fiscal Year 2025 Bonus Plan Opportunities

    Fiscal Year 2025 Bonus Plan Opportunities NEOs who participate in the Bonus Plan have an established target bonus opportunity, which is equal to a percentage of his or her base salary. The actual payout under the Bonus Plan, if any, is calculated based on the corporate funding factor determined by our Company performance. The Compensation Committee may adjust each NEO’s base cash bonus award down to -20% or up to +20% of the applicable base cash bonus award based upon the executive’s performance. The Compensation Committee increased the target bonus opportunity for Mr. Milotich commensurate with his appointment to Chief Executive Officer. The Committee determined no other changes to NEO target bonus opportunities were warranted for fiscal year 2025 after considering competitive market data from our compensation peer group, with the assistance of its compensation consultant.

  39. Fiscal Year 2025 Bonus Plan Opportunities

    | Executive | Fiscal Year 2024 Bonus Target (% of base salary) | Fiscal Year 2025 Bonus Target (% of base salary) | | Mike Milotich | 75% | 100% | | Simon Khalaf | 100% | 100% | | Todd Pollak(1) | N/A | N/A | | Crystal Sumner | 75% | 75% | | (1) Mr. Pollak does not participate in the Bonus Plan, and instead participates in the CRO Commission Plan under the Bonus Plan. | | |

  40. Bonus Plan Performance Metrics and Targets

    Bonus Plan Performance Metrics and Targets For fiscal year 2025, the Compensation Committee selected the following performance metrics for the Bonus Plan to align the target bonus opportunities for our NEOs with the key drivers of our financial and operational success:

  41. Bonus Plan Performance Metrics and Targets

    | | Definition | Rationale | | Year-Over-Year Revenue Growth | Revenue as reported in our audited financial statements | Primary indicator used by our investors to assess our annual growth | | Gross Profit | Gross Profit as reported in our audited financial statements | Indicator of our ability to grow profitably and efficiency in our cost of revenue | | Adjusted EBITDA | Gross Profit minus adjusted operating expenses, which excludes stock-based compensation, equity-related taxes, acquisition-related costs, depreciation, amortization, and bonus funding | Indicator of growth and efficiency in our cost of revenue and operating expenses |

  42. Bonus Plan Performance Metrics and Targets

    Our actual performance in fiscal year 2025 relative to the target levels established for each of the performance metrics described above resulted in the following weighted funding percentages under the Bonus Plan in fiscal year 2025:

  43. Bonus Plan Performance Metrics and Targets

    | | Weight | Target | Actual | Attainment | Overall Funding (as a % of Target) | | Year-Over-Year Revenue Growth | 20% | $610.8 | $625.3 | 102.4% | 116.1% | | Gross Profit (in millions) | 50% | $419.1 | $437.7 | 104.4% | | | Adjusted EBITDA (in millions) | 30% | $99.3 | $143.8 | 144.8% | |

  44. Bonus Plan Performance Metrics and Targets

    With respect to the fiscal year 2025 annual cash bonus awards, the Compensation Committee reviewed the performance of the Company against the predetermined Bonus Plan targets for fiscal year 2025 to determine the overall funding. The Compensation Committee then determined how each NEO performed, taking into account feedback and recommendations from the CEO (other than with respect to himself), to determine, what, if any, adjustments should be made to the base cash bonus award to arrive at the final payout amount for each executive. The Compensation Committee may adjust the base cash bonus award down to -20% or up to +20% of the applicable base cash bonus award based upon an individual executive’s performance. The Compensation Committee may assess a modifier in excess of that range where it deems warranted by particularly strong individual performance. For Mr. Milotich, the Compensation Committee applied a positive individual performance modifier in recognition of his effective leadership during a period of transition, including his service as both Chief Financial Officer and Interim Chief Executive Officer for a majority of the year, his role in navigating changes in Company leadership, and the Company’s financial performance above plan. For Ms. Sumner, Mr. Milotich recommended, and the Compensation Committee approved, a positive individual performance modifier in recognition of her leadership in overseeing several transformation efforts for the Company. Mr. Pollak, as Chief Revenue Officer, participated in the CRO Commission Plan under the Bonus Plan in fiscal year 2025. For fiscal year 2025, he was paid a quarterly commission based on attainment of goals for (i) new bookings and expansion and (ii) in-year customer gross profit. Each measure was weighted 50% in calculating the commission payments. His total 2025 cash bonus award under the CRO Commission Plan was 88.1% of target. In addition, Mr. Pollak was provided incremental bonuses as described in the footnotes to the table below. The table below shows each eligible NEO’s final calculated annual cash bonus awards under the Bonus Plan, or for Mr. Pollak, the CRO Commission Plan in fiscal year 2025:

  45. Bonus Plan Performance Metrics and Targets

    | Executive | Base Salary | Target Incentive | Bonus Target | Final Bonus Payout | Final Bonus Payout as a % of Target | | Mike Milotich | $600,000 | 100% | $600,000 | $748,845 | 124.8% | | Simon Khalaf | $600,000 | 100% | $600,000 | $— | —% | | Todd Pollak(1) | $440,000 | 100% | $440,000 | $387,777 | 88.1% | | Crystal Sumner | $460,000 | 75% | $345,000 | $450,000 | 130.4% |

  46. Bonus Plan Performance Metrics and Targets

    (1) Mr. Pollak does not participate in the Bonus Plan, and instead participates in the CRO Commission Plan under the Bonus Plan. In addition to participation in the CRO Commission Plan, Mr. Pollak received an additional incremental bonus in Q1 and Q4 of fiscal year 2025 in the aggregate of $122,623 to account for key sales that were not otherwise covered in the plan and to give commission participants benefit for strong company adjusted EBITDA performance that could have negatively impacted the sales function. With the incremental bonus combined with payments under the CRO Commission Plan, Mr. Pollak received aggregate incentive and bonus payments equal to 116.1% of his target.

  47. Fiscal Year 2025 Equity Awards

    Fiscal Year 2025 Equity Awards In fiscal year 2025, the Compensation Committee determined to award a mix of RSUs and PSUs to our NEOs. The Compensation Committee determined that a mix of 70% RSUs and 30% PSUs for our NEOs appropriately balances our goals of stockholder alignment, business execution, long-term share price growth, and NEO retention. In arriving at the equity values to award to our NEOs for fiscal year 2025, the Compensation Committee considered our performance in fiscal year 2024, competitive market data for each NEO’s position, the value of each NEO’s unvested equity holdings, individual performance, and the recommendations of the Chief Executive Officer (other than with respect to himself). After reviewing these factors, the Compensation Committee approved the following equity awards for our NEOs for fiscal year 2025:

  48. Fiscal Year 2025 Equity Awards

    | Executive | Total Target Equity Award | Target RSU Value | Target PSU Value | | Mike Milotich | $2,813,000 | $1,969,100 | $843,900 | | Simon Khalaf | $— | $— | $— | | Todd Pollak | $2,363,000 | $1,654,100 | $708,900 | | Crystal Sumner | $2,625,000 | $1,837,500 | $787,500 |

  49. Fiscal Year 2025 Equity Awards

    All of our NEOs’ equity awards were granted in March 2025 during the regular annual equity grant cycle. Target grant values above differ from values in the Summary Compensation Table due to the average price methodology. Time-Based Equity Awards The RSUs granted to NEOs in fiscal 2025 generally vest quarterly over a three-year period subject to the recipient’s continued service with us. Performance-Based Equity Awards PSUs granted in fiscal year 2025 are based on a one-year performance period; at the conclusion of the performance period and following certification of the results, one-third of the earned award vests, with the remaining two-thirds of the earned awards vesting quarterly over the following two years. A one-year performance period limits the risk of unintended consequences, such as a mismatch between pay and performance and longer-term performance targets that do not accurately reflect our business and incentive goals. Over time, we intend to transition the PSU program to a longer-term performance period as the macroeconomic environment becomes less volatile and our ability to forecast reliable long-term performance targets improves, without compromising the rigor and effectiveness of our compensation program. PSU goals for fiscal year 2025 were measured based on Gross Profit (70% weighting) and Adjusted EBITDA (30% weighting). Each measure had a threshold, target, and maximum goal. If the Company achieved less than threshold performance with respect to any financial performance metric, the payout achieved for that metric is 0%. Additionally, if the Adjusted EBITDA threshold is not met, Gross Profit payout is capped at target. For performance between threshold and target or between target and maximum, the payout is determined by linear interpolation meaning the relationship between achievement and funding for each of the financial metrics is 1:1 (i.e. a 1% increase/decrease in attainment results in a 1% increase/decrease in funding). The Compensation Committee believes Gross Profit and Adjusted EBITDA are the two most critical financial performance measures of the Company’s ability to achieve long-term growth, and thus the same metrics are used for both the short- and long-term incentive plans. Fiscal Year 2025 PSU Achievement Each year, the Compensation Committee reviews the PSU awards whose performance period ended during the applicable fiscal year to determine whether the applicable performance criteria have been satisfied. With respect to the PSUs, a weighted average performance vesting of 136.2% was achieved for fiscal year 2025. The following table compares the actual results achieved against the target goals for the 2025 performance period.

  50. Fiscal Year 2025 Equity Awards

    | PSU Measures | Weighting | Threshold (50% Payout) | Target (100% Payout) | Max (200% Payout) | Actual | Achievement | | Gross Profit | 70% | $314.3M | $419.1M | $628.7M | $437.7M | 108.85% | | Adjusted EBITDA | 30% | $51.8M | $69.0M | $103.5M | $110.0M | 200.00% | | Weighted Average | | | | | | 136.20% |

  51. Fiscal Year 2025 Equity Awards

    Based on the performance in the table above, the PSU awards for fiscal year 2025 were earned as follows:

  52. Fiscal Year 2025 Equity Awards

    | Named Executive Officer | Target Number of PSUs | Actual Number of Performance-Vested PSUs | | Mike Milotich | 215,159 | 293,035 | | Simon Khalaf | 0 | 0 | | Todd Pollak | 180,740 | 246,158 | | Crystal Sumner | 200,780 | 273,452 |

  53. Executive Retention Awards & CEO Promotion Compensation

    Executive Retention Awards & CEO Promotion Compensation In connection with Mr. Khalaf’s departure in February 2025, Mr. Milotich was appointed Interim Chief Executive Officer and retention awards were provided to each NEO. In connection with his service as Interim Chief Executive Officer, Mr. Milotich received, during the period he served as Interim Chief Executive Officer, (i) an annual base salary of $550,000; (ii) a target annual bonus at the rate of 75% of his annual base salary, and (iii) a one-time retention award of $2,000,000, which was paid (a) 50% in cash on the CEO Appointment Date; and (b) 50% in RSUs, which vested on the date that was six months following the CEO Appointment Date. These RSUs are subject to the terms and conditions of the Marqeta 2021 Stock Option and Incentive Plan (the “2021 Plan”) and the applicable award agreement thereunder. In connection with Mr. Milotich’s appointment as CEO in September 2025, the Board considered benchmarked data provided by Compensia, including recent technology CEO promotion packages. Cash compensation was aligned to the levels of the former CEO, at $600,000 base salary and a bonus target of 100% of base salary. Regarding equity compensation, the Board considered ranges based on Mr. Milotich’s fiscal year 2025 compensation in his prior CFO role as well as equity holdings at the time in comparison to peer CEO benchmarks, and approved a one-time promotion grant of $5 million in RSUs which vest quarterly over the next three years in advance of a transition to CEO-level long-term incentives in fiscal year 2026. The Board believes the one-time promotion grant, in combination with existing holdings and anticipated fiscal year 2026 refresh, brings total unvested values in line with the low end of new hire CEO value. Ms. Sumner and Mr. Pollak each received a one-time retention award of $1,600,000, on the following terms and conditions: $600,000 of each retention award was paid in cash to the respective recipient on the CEO Appointment Date; and $1,000,000 of each retention award was granted in RSUs to the respective recipient which vested on the date that was six months after the CEO Appointment Date, and were subject to the NEO’s continued employment with the Company through such date. The RSUs are subject to the terms and conditions of the Company’s 2021 Stock Option and Incentive Plan and the applicable award agreement thereunder.

  54. Separation Agreement with Simon Khalaf

    Separation Agreement with Simon Khalaf Mr. Khalaf entered into a separation agreement with the Company, effective March 1, 2025. The Company determined to treat this as an involuntary separation, and in accordance with the terms of the Executive Severance Plan and his offer letter, Mr. Khalaf received (i) $600,000, representing twelve months of base salary, (ii) $600,000, representing 100% of his annual bonus target, and (iii) twelve months of continued health care coverage under COBRA, with a value of $43,128. This compensation was conditioned upon execution by Mr. Khalaf of a customary general release of claims and confidentiality covenants set forth in the separation agreement. Pursuant to his separation agreement, Mr. Khalaf was not entitled to additional vesting of his equity awards following March 1, 2025.

  55. Equity Award Granting Policy

    Equity Award Granting Policy The Compensation Committee has adopted an Equity Award Granting Policy (the “Equity Policy”), which applies to the Company’s grant of equity-based awards under the Company’s 2021 Plan or any other equity compensation plans as the Company may adopt from time to time. The Equity Policy provides that: •RSUs and other full-value equity awards denominated in U.S. dollars will be converted into a number of shares by dividing the dollar value of the award by the average closing market price on Nasdaq (or such other market on which the shares are then principally listed) of one share for the twenty (20) consecutive trading day period ending on the last trading day prior to the grant date, with the result rounded down to the nearest whole share. •Options denominated in U.S. dollars will be converted into a number of shares by dividing the dollar value of the award by the fair value on grant date calculated under ASC Topic 718, with the result rounded down to the nearest whole share. •On or prior to the 10th day of each month, management will submit its equity award recommendations. •Only grantees who are in a “Service Relationship” (as defined in the 2021 Plan) on the grant date may be granted equity awards. •RSUs granted to new hires are expected to vest over a three-year period, with one-third of the RSU vesting on the first quarterly vest date that occurs following the one-year anniversary of the vesting commencement date and 1/12th of the RSUs will vest on each quarterly vest date thereafter, subject to the Participant (as defined in the Equity Policy) continuing in a Service Relationship through each applicable vesting date. •RSUs granted to Participants that are not new hires are expected to vest over a three-year period, with 1/12th of the RSUs vesting on the first quarterly vest date that occurs following the vesting commencement date and 1/12th of the RSUs vesting on each quarterly vest date thereafter, subject to the Participant continuing in a Service Relationship through each applicable vest date. •Options granted to new hires are expected to vest over a three-year period, with 1/3rd of the options vesting on the one-year anniversary of the Participant’s service start date and 1/36th of the options vesting each month thereafter on the same day of the month as the service start date, subject to the Participant continuing in a Service Relationship through each applicable vest date. •Options granted to Participants that are not new hires are expected to vest over a three-year period, with 1/36th of the options vesting each month following the grant date on the same day of the month as the grant date (and if there is no corresponding day, the last day of such month), subject to the Participant continuing in a Service Relationship through each applicable vest date. •Equity awards may be approved by the Awarding Entity (as defined in the Equity Policy) by written consent, setting forth the name of the Participant, the value (for value-based awards) or the number of shares subject to the equity awards to be granted, grant date and the vesting schedule. Any amendments to outstanding equity awards shall similarly be approved by the Awarding Entity by written consent setting forth the details of the applicable amendment. We also have the following practices regarding equity compensation grants to our executive officers: •Beginning in fiscal year 2024, the Compensation Committee decided that it will no longer grant stock options. •We do not strategically time long-term incentive awards in coordination with the release of material non-public information (“MNPI”). We have not adopted a formal policy related to timing of awards of options in relation to the disclosure of MNPI. As discussed in more detail above, the Compensation Committee has robust policies that dictate the process undertaken to review the Company’s prior results and the Company’s future strategy, and to grant incentive awards to our NEOs according to these predetermined procedures. •We have not timed the release of MNPI for the purpose of affecting the value of executive compensation.

  56. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements Our offer letters and Executive Severance Plan provide our executive officers, including NEOs, and certain key employees with certain post-employment payments and benefits in the event of a qualifying termination of employment, including in connection with a change in control of the Company. See the section entitled “Potential Payments on Termination or Change of Control” in “Compensation Tables” for detailed information about these arrangements, including an estimate of the potential payments and benefits payable to our NEOs under these arrangements. Given the nature and competitiveness of our industry, the Compensation Committee believes the severance and change in control provisions are essential elements of our executive compensation program and assist us in recruiting, retaining and developing key management talent.

  57. Compensation Risk Assessment

    Compensation Risk Assessment The Compensation Committee has reviewed our executive and employee compensation programs and does not believe that our compensation policies and practices encourage undue or inappropriate risk taking or create risks that are reasonably likely to have a material adverse effect on us. The reasons for the Compensation Committee’s determination include the following: •We structure our compensation programs to consist of both fixed and variable components. The fixed (or base salary) component of our compensation programs is designed to provide income independent of our stock price performance so that employees will not focus exclusively on stock price performance to the detriment of other important business metrics. The variable (cash bonus and equity) components of our compensation programs are designed to reward both short- and long-term company performance, which we believe discourages employees from taking actions that focus only on our short-term success and helps align our employees with our stockholders and our longer-term success. Our RSUs have time-based vesting and certain of our employees have PSUs that have a performance vesting component and only provide value with financial success. •We maintain internal controls over the measurement and calculation of financial information, which are designed to prevent this information from being manipulated by any employee, including our executive officers. •Incentives are capped, with the exception of sales commission plans which are limited to a percentage of deal value; we do maintain internal controls over the determination of sales incentive awards, which we believe discourages excessive risk-taking. •Our employees are required to comply with our Code of Business Conduct and Ethics, which covers, among other things, accuracy in keeping financial and business records. •The Compensation Committee reviews employee equity award guidelines as well as the overall annual equity budget pool. Any recommended equity award outside these guidelines (including grants to all NEOs) requires approval by the Compensation Committee. We believe that this helps ensure we grant equity compensation appropriately and in a sustainable manner. •A significant portion of the compensation paid to our executive officers and the members of our Board is in the form of RSUs to align their interests with the interests of stockholders. •As part of our Insider Trading Policy, we prohibit the trading of derivatives or hedging transactions involving our securities so that our Board, executive officers, and all other employees cannot insulate themselves from the effects of poor stock price performance or engage in trading that is not aligned with value creation for our stockholders.

  58. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the total compensation for services rendered in all capacities that was earned by our NEOs during fiscal years 2025, 2024, and 2023.

  59. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Mike Milotich | 2025 | 556,470 | 1,000,000 | 8,725,948 | — | 748,845 | 18,260 | 11,049,523 | | Chief Executive Officer | 2024 | 487,500 | — | 5,066,891 | — | 309,068 | 18,010 | 5,881,469 | | | 2023 | 475,000 | — | 1,160,202 | 1,499,101 | 428,000 | 14,303 | 3,576,606 | | Simon Khalaf(5) | 2025 | 100,000 | — | — | — | — | 13,546 | 113,546 | | Former Chief Executive Officer | 2024 | 595,833 | — | 10,321,451 | — | 504,600 | 23,944 | 11,445,828 | | | 2023 | 571,458 | — | 7,396,047 | 7,620,111 | 690,000 | 16,697 | 16,294,313 | | Todd Pollak | 2025 | 440,000 | 722,623 | 3,515,443 | — | 387,777 | 17,634 | 5,083,477 | | Chief Revenue Officer | 2024 | 433,333 | — | 3,284,095 | — | 425,000 | 17,647 | 4,160,076 | | | 2023 | 400,000 | — | 6,523,119 | 6,247,232 | 400,000 | 13,576 | 13,583,926 | | Crystal Sumner | 2025 | 460,000 | 600,000 | 3,789,323 | — | 450,000 | 17,678 | 5,317,000 | | Chief Administra-tive Officer and Secretary | 2024 | 456,667 | — | 3,753,254 | — | 359,145 | 17,808 | 4,586,874 | | | 2023(5) | 390,077 | 85,000 | 1,778,981 | 2,298,629 | 476,000 | 14,241 | 5,042,928 |

  60. Summary Compensation Table

    (1)Amounts reported in the “Bonus” column for fiscal year 2025 represent discretionary one-time bonuses paid in connection with the CEO transition in February 2025. (2)The amounts reported in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of the RSUs and stock options awarded to our NEOs during fiscal years 2025, 2024, and 2023, calculated in accordance with FASB ASC Topic 718, except as otherwise set forth below. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in the notes to our consolidated financial statements included in our 2025 Annual Report. The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by our NEOs upon the sale of the underlying shares of common stock. For PSUs, the amount reported represents the grant-date fair value based upon the probable outcome of the performance conditions for such awards, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. If maximum performance were deemed achieved for the PSU awards for which the performance conditions were established during fiscal year 2025, the grant-date fair value of such awards would be $1,764,304 for Mr. Milotich, $1,482,068 for Mr. Pollak, and $1,646,396 for Ms. Sumner. Based on actual achievement for fiscal year 2025, 136.2% of the PSU awards granted in fiscal year 2025 that were eligible to be earned in fiscal year 2025 became eligible to vest. (3)The amounts reported in the “Non-Equity Incentive Compensation” column reflect bonuses paid to each of our NEOs under our Bonus Plan or the CRO Commission Plan during the relevant fiscal year, as applicable, as described more fully in the section titled “Compensation Elements” in “Compensation Discussion & Analysis” above. (4)For fiscal year 2025, the amounts reported in the “All Other Compensation” column represent: For Mr. Milotich, 401(k) matches ($11,750), group term life insurance, and stipends for parking, commute, connectivity, and cell phones. For Mr. Khalaf, 401(k) matches ($12,097), group term life insurance, and stipends for parking, commute, connectivity, and cell phones. For Mr. Pollak, 401(k) matches ($10,500), group term life insurance, and stipends for parking, commute, connectivity, and cell phones. For Ms. Sumner, 401(k) matches ($11,558), group term life insurance, and stipends for parking, commute, connectivity, and cell phones. (5) Mr. Khalaf departed from his role as Chief Executive Officer in February 2025. (6) Ms. Sumner was hired in February 2023. The amounts reported in the “Salary” and “Non-Equity Incentive Plan” columns for fiscal year 2023 reflect prorated amounts received during her first year of hire. The amount reported in the “Bonus” column for fiscal year 2023 represents a discretionary one-time bonus paid in connection Ms. Sumner joining the Company in February 2023.

  61. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding grants of awards made to our NEOs during fiscal year 2025.

  62. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | Name | Grant Date | Vesting Commence-ment Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards; Number of Shares of Stock (#) | Grant Date Fair Value of Stock Awards ($)(3) | | Mike Milotich | 1/22/2026 | — | 480,000 | 600,000 | 720,000 | — | — | — | — | — | | | 3/15/2025 | 3/15/2025 | — | — | — | — | — | — | 502,039 | 2,058,360 | | | 3/15/2025 | 3/15/2025 | — | — | — | — | — | — | 254,958 | 1,045,328 | | | 9/15/2025 | 9/15/2025 | — | — | — | — | — | — | 817,260 | 4,740,108 | | | 3/15/2025 | 3/15/2025 | — | — | — | 75,306 | 150,611 | 301,222 | — | 617,505 | | | 3/15/2025 | 3/15/2025 | — | — | — | 32,274 | 64,548 | 129,096 | — | 264,647 | | Simon Khalaf | 1/22/2026 | — | 480,000 | 600,000 | 720,000 | — | — | — | — | — | | Todd Pollak | 1/22/2026 | — | 352,000 | 440,000 | 528,000 | — | — | — | — | — | | | 3/15/2025 | 3/15/2025 | — | — | — | — | — | — | 421,727 | 1,729,081 | | | 3/15/2025 | 3/15/2025 | — | — | — | — | — | — | 254,958 | 1,045,328 | | | 3/15/2025 | 3/15/2025 | — | — | — | 63,259 | 126,518 | 253,036 | — | 518,724 | | | 3/15/2025 | 3/15/2025 | — | — | — | 27,111 | 54,222 | 108,444 | — | 222,310 | | Crystal Sumner | 1/22/2026 | — | 276,000 | 345,000 | 414,000 | — | — | — | — | — | | | 3/15/2025 | 3/15/2025 | — | — | — | — | — | — | 468,487 | 1,920,797 | | | 3/15/2025 | 3/15/2025 | — | — | — | — | — | — | 254,958 | 1,045,328 | | | 3/15/2025 | 3/15/2025 | — | — | — | 70,273 | 140,546 | 281,092 | — | 576,239 | | | 3/15/2025 | 3/15/2025 | — | — | — | 30,117 | 60,234 | 120,468 | — | 246,959 |

  63. Grants of Plan-Based Awards

    (1)Represents awards granted under our Bonus Plan or the CRO Commission Plan, as applicable, in fiscal year 2025. Actual cash incentive awards earned in fiscal year 2025 by the NEOs under the Bonus Plan or the CRO Commission Plan, as applicable, are shown in the column titled “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table.” (2)Except as described below, represents shares of our common stock subject to each of the PSU awards granted to the NEOs in fiscal year 2025 under the 2021 Plan. These columns show the awards that were possible at the threshold, target, and maximum levels of performance. Shares were to be earned based on Gross Profit (70% weighting) and Adjusted EBITDA (30% weighting). If the Company achieves less than threshold performance with respect to any financial performance metric, the payout achieved for that metric is 0%. The minimum payout for achievement against a given metric is set at 50% of target, and that minimum is awarded when actual performance reaches 75% of target performance. The maximum payout for over achievement against a given metric is set at 200% of target, and that maximum is awarded when actual performance reaches 150% of target performance. Additionally, if the Adjusted EBITDA threshold is not met, Gross Profit payout is capped at target. For performance between threshold and target and target and maximum, the payout is determined by linear interpolation. Actual PSU awards earned in fiscal year 2025 by the NEOs are described more fully in the section titled “Compensation Elements” in “Compensation Discussion & Analysis” above. For PSUs, the amount reported represents the grant-date fair value based upon the probable outcome of the performance conditions for such awards, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. If maximum performance were deemed achieved for the PSU awards for which the performance conditions were established during fiscal year 2025, the grant-date fair value of such awards would be $1,764,304 for Mr. Milotich, $1,482,068 for Mr. Pollak, and $1,646,396 for Ms. Sumner. Based on actual achievement for fiscal year 2025, 136.2% of the PSU awards granted in 2025 that were eligible to be earned in fiscal year 2025 became eligible to vest. (3)Reflects grant date fair value of each equity award computed in accordance with FASB ASC Topic 718, except as otherwise set forth below. The assumptions used in calculating the grant date fair value of the equity awards reported in this column are set forth in the notes to our consolidated financial statements included in our 2024 Annual Report. The amounts reported in this column reflect the accounting cost for these equity awards and do not correspond to the actual economic value that may be received by our NEOs upon the sale of the underlying shares of common stock.

  64. Outstanding Equity Awards at Fiscal Year 2025 Year-End

    Outstanding Equity Awards at Fiscal Year 2025 Year-End The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2025.

  65. Outstanding Equity Awards at Fiscal Year 2025 Year-End

    | | | | Option Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date | Vesting Commencement Date(2)(3) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities UnderlyingUnexercisd Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Mike Milotich | 3/15/2022 | 3/1/2022(4) | — | — | — | $— | 3/14/2032 | 28,670 | $136,183 | 28,670 | $136,183 | | | 3/15/2022 | 2/22/2022(5) | 780,814 | 33,949 | — | $8.72 | 3/14/2032 | — | $— | — | $— | | | 5/21/2022 | 2/22/2022(5) | 658,104 | 28,614 | — | $9.84 | 5/20/2032 | — | $— | — | $— | | | 5/21/2022 | 3/1/2022(4) | — | — | — | $— | 5/20/2032 | 25,407 | $120,683 | — | $— | | | 3/15/2023 | 3/1/2023(6) | — | — | — | $— | 3/14/2033 | 23,756 | $112,841 | — | $— | | | 3/15/2023 | 3/15/2023(7) | 513,960 | 46,724 | — | $4.07 | 3/14/2033 | — | $— | — | $— | | | 3/15/2024 | 3/1/2024(6) | — | — | — | $— | 3/14/2034 | 248,796 | $1,181,781 | — | $— | | | 3/15/2024 | 3/1/2025(8) | — | — | — | $— | 3/14/2034 | — | $— | 73,731 | $350,222 | | | 3/15/2024 | 3/1/2025(8) | — | — | — | $— | 3/14/2034 | — | $— | 41,291 | $196,132 | | | 3/15/2025 | 3/1/2025(6) | — | — | — | $— | 3/14/2035 | 376,530 | $1,788,518 | — | $— | | | 3/15/2025 | 3/1/2025(9) | — | — | — | $— | 3/14/2035 | 254,958 | $1,211,051 | — | $— | | | 3/15/2025 | 3/1/2026(8) | — | — | — | $— | 3/14/2035 | — | $— | 150,611 | $715,402 | | | 3/15/2025 | 3/1/2026(8) | — | — | — | $— | 3/14/2035 | — | $— | 64,548 | $306,603 | | | 9/15/2025 | 9/1/2025(6) | — | — | — | $— | 9/14/2035 | 749,155 | $3,558,486 | — | $— |

  66. Outstanding Equity Awards at Fiscal Year 2025 Year-End

    | Todd Pollak | 1/15/2023 | 12/1/2022(4) | — | — | — | $— | 1/14/2033 | 201,467 | $956,968 | — | $— | | | 1/15/2023 | 12/19/2022(5) | 867,412 | 289,138 | — | $6.59 | 1/14/2033 | — | $— | — | $— | | | 2/15/2023 | 3/1/2023(10) | — | — | — | $— | 2/14/2033 | 15,837 | $75,226 | — | $— | | | 2/15/2023 | 3/1/2023(11) | 279,064 | 16,416 | | $6.38 | 2/14/2033 | — | $— | — | $— | | | 3/15/2024 | 3/1/2024(6) | — | — | — | $— | 3/14/2034 | 161,257 | $765,971 | — | $— | | | 3/15/2024 | 3/1/2025(8) | — | — | — | $— | 3/14/2034 | — | $— | 47,790 | $227,003 | | | 3/15/2024 | 3/1/2025(8) | — | — | — | $— | 3/14/2034 | — | $— | 26,762 | $127,120 | | | 3/15/2025 | 3/1/2025(6) | — | — | — | $— | 3/14/2035 | 316,296 | $1,502,406 | — | $— | | | 3/15/2025 | 3/1/2025(9) | — | — | — | $— | 3/14/2035 | 254,958 | $1,211,051 | — | $— | | | 3/15/2025 | 3/1/2026(8) | — | — | — | $— | 3/14/2035 | — | $— | 126,518 | $600,961 | | | 3/15/2025 | 3/1/2026(8) | — | — | — | $— | 3/14/2035 | — | $— | 54,222 | $257,555 | | Crystal Sumner | 3/15/2023 | 3/1/2023(4) | — | — | — | $— | 3/14/2033 | 136,593 | $648,817 | — | $— | | | 3/15/2023 | 2/13/2023(5) | 606,652 | 249,799 | — | $4.07 | 3/14/2033 | — | $— | — | $— | | | 3/15/2024 | 3/1/2024(6) | — | — | — | $— | 3/14/2034 | 184,293 | $875,392 | — | $— | | | 3/15/2024 | 3/1/2025(8) | — | — | — | $— | 3/14/2034 | — | $— | 54,618 | $259,436 | | | 3/15/2024 | 3/1/2025(8) | — | — | — | $— | 3/14/2034 | — | $— | 30,585 | $145,279 | | | 3/15/2025 | 3/1/2025(6) | — | — | — | $— | 3/14/2035 | 351,366 | $1,668,989 | — | $— | | | 3/15/2025 | 3/1/2025(9) | — | — | — | $— | 3/14/2035 | 254,958 | $1,211,051 | — | $— | | | 3/15/2025 | 3/1/2026(8) | — | — | — | $— | 3/14/2035 | — | $— | 140,546 | $667,594 | | | 3/15/2025 | 3/1/2026(8) | — | — | — | $— | 3/14/2035 | — | $— | 60,234 | $286,112 |

  67. Outstanding Equity Awards at Fiscal Year 2025 Year-End

    (1)Stock Options are subject to the terms of our 2021 Plan. Shares underlying each award granted under our 2021 Plan are shares of Class A common stock of the Company. (2)If the NEO is terminated without Cause or resigns with Good Reason (both such terms as defined in the applicable award agreement) in either case within 3 months before or 12 months after the consummation of a Sale Event (as defined in our 2021 Plan), then, subject to delivering a fully executed and effective general release of claims, 100 percent (100%) of the shares subject to the NEO’s outstanding equity awards shall vest as of such termination date or, if later, the Sale Event. (3)Quarterly vest dates are March 1, June 1, September 1, and December 1. (4)Twenty-five percent (25%) of the RSUs vest on the first anniversary of the vesting commencement date and 1/16th of the remaining RSUs vest on each quarterly vest date thereafter, subject to the NEO's continuous service relationship with the Company through each applicable vesting date. (5)Twenty-five (25%) of the shares subject to the Stock Option vest on the first anniversary of the vesting commencement date and 1/48 of the shares subject to the Stock Option vest monthly thereafter, subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (6)One-twelfth (1/12th) of the RSUs vest on each quarterly vesting date that occurs after the vesting commencement date, subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (7)One thirty-sixth (1/36th) of the shares subject to the Stock Option vest each month following the vesting commencement date, subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (8)One-third (1/3) of the earned PSUs vest on the vesting commencement date, and one-twelfth (1/12) of the earned PSUs vest on each quarterly vesting date that occurs after the vesting commencement date, subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (9)100% of the RSUs vested on the date that was six months following the CEO Appointment Date. (10)One-third (1/3rd) of the RSUs vest on the first anniversary of the vesting commencement date and 1/12th of the RSUs vest on each quarterly vest date thereafter, subject to the NEO's continuous service relationship with the Company through each applicable vesting date. (11)One-third (1/3rd) of the shares subject to the Stock Option vest on the first anniversary of the vesting commencement date and 1/36th of the shares subject to the Stock Option vest on the 15th of each month thereafter, subject to the NEO's continuous service relationship with the Company through each applicable vesting date.

  68. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth the number of shares of common stock acquired during fiscal year 2025 by our NEOs upon the exercise of Stock Options or upon the vesting of RSUs, as well as the value realized upon such equity award transactions.

  69. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting of RSUs (#)(1) | Value Realized on Vesting of RSUs ($)(2) | | Mike Milotich | 865,002 | 4,336,236 | | Simon Khalaf | 429,796 | 1,775,057 | | Todd Pollak | 603,617 | 3,050,585 | | Crystal Sumner | 493,108 | 2,488,102 |

  70. Option Exercises and Stock Vested

    (1)Reflects the aggregate number of shares of Class A common stock underlying RSUs that vested in fiscal year 2025. Of the amounts shown for Messrs. Milotich, Khalaf, and Pollak and Ms. Sumner, 472,624, 200,260, 330,349, and 269,392 shares of Class A common stock, respectively, were withheld to cover tax withholding obligations upon vesting. (2)Calculated by multiplying (i) the fair market value of Class A common stock on the vesting date, which was determined using the closing price on Nasdaq of a share of Class A common stock on the date of vest, or if such day is a holiday, on the next trading day, by (ii) the number of shares of common stock acquired upon vesting. Of the amounts shown for Messrs. Milotich, Khalaf, and Pollak and Ms. Sumner, $2,369,496, $827,074, $1,669,803, and $1,359,517 respectively, represents the value of shares withheld or sold to cover tax withholding obligations upon vesting.

  71. Pension Benefits

    Pension Benefits Aside from our 401(k) plan, we do not maintain any pension plan or arrangement under which our NEOs are entitled to participate or receive post-retirement benefits.

  72. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We do not maintain any non-qualified deferred compensation plans or arrangements under which our NEOs are entitled to participate.

  73. Potential Payments on Termination or Change of Control

    Potential Payments on Termination or Change of Control Our Executive Severance Plan provides our executive officers and certain key employees with certain post-employment payments and benefits in the event of a qualifying termination of employment, including in connection with a change in control of the Company. It provides that upon (i) a termination of a participant’s employment by us for any reason other than for “cause,” death, or disability, or (ii) a resignation of employment by the participant for “good reason” (as each term is defined in the Executive Severance Plan): (a) each participant (other than our Chief Executive Officer) will be entitled to receive (1) a lump sum cash payment equal to nine months of his/her base salary, (2) continued health coverage pursuant to COBRA for up to nine months, and (3) a lump sum cash amount equal to 75% of the participant’s annual target bonus; and (b) our Chief Executive Officer will be entitled to receive (1) a lump sum cash payment equal to 12 months of his/her base salary, (2) continued health coverage pursuant to COBRA for up to 12 months, and (3) a lump sum amount equal to 100% of his/her annual target bonus. In addition to these benefits, if such termination occurs within three months prior to, and ending 12 months after, a “change in control,” as defined in the Executive Severance Plan, then an eligible participant will be entitled to receive the full acceleration of vesting of all outstanding and unvested equity award held by such participant; provided, that any unvested and outstanding equity awards subject to performance conditions (other than continued service) will be deemed satisfied as specified in the applicable award agreements. The participant is required to execute and deliver an effective release of claims in favor of us in order receive any such severance benefits. The payments and benefits provided under the Executive Severance Plan in connection with a “change in control” may not be eligible for a federal income tax deduction by us pursuant to Section 280G of the Code. These payments and benefits may also subject an eligible participant, to an excise tax under Section 4999 of the Code. If the payments or benefits payable in connection with a “change in control” would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to the recipient. The following table summarizes the estimated payments and benefits that would be provided to our NEOs upon termination and a change in control under our plans and arrangements with our NEOs described above except with respect to Mr. Khalaf, whose service as our Chief Executive Officer terminated on February 24, 2025, whose payments and benefits pursuant to the terms of their respective separation agreements with the Company, are disclosed in the section entitled “Executive Employment Arrangements” above.

  74. Potential Payments on Termination or Change of Control

    | | Termination Without Cause or Resignation for Good Reason | | | In Connection with a Change in Control | | Name | Salary Severance ($) | Bonus Severance ($) | Value of Continued Health Coverage ($) | Value of Accelerated Vesting ($) | | Mike Milotich | 600,000 | 600,000 | 42,283 | 9,709,674 | | Todd Pollak | 330,000 | 330,000 | 31,712 | 5,724,258 | | Crystal Sumner | 345,000 | 258,750 | 31,712 | 5,932,530 |

  75. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid (“CAP”) to our NEOs and certain measures of company performance. The material that follows is provided in compliance with these rules. Additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made for fiscal year 2025 is described above in our "Compensation Discussion & Analysis". The following table provides information regarding compensation actually paid to our principal executive officer (“PEO”), and other NEOs for each year from the date of our IPO in 2021 to 2025, compared to our cumulative total shareholder return (“TSR”), from our IPO through the end of each corresponding year, and our net income and our company-selected measure, gross profit, for each such year. The CAP for the PEO and the average non-PEO NEOs is calculated by taking the total compensation shown in the Summary Compensation Table (“SCT”) and adding and subtracting certain items as described below: SCT values LESS: •the grant date value of equity granted during the year; and •the fair value of awards granted during prior years that were forfeited during the applicable year; PLUS: •the year-end fair value of unvested equity awards granted during the year; •the difference between the year-end fair value and the immediately prior year-end fair value for awards granted in prior years that are outstanding and unvested at the end of the year; and •the difference between the fair value as of the vesting date and the immediately prior year-end fair value for awards granted in prior years that vested during the year.

  76. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table Total for PEO ($)(1)(2) | | Compensation Actually Paid to PEO ($)(3) | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Simon Khalaf | Michael Milotich | Simon Khalaf | Michael Milotich | Average Summary Compensation Table Total for non-PEO NEOs ($)(1)(2) | Average Compensation Actually Paid to non-PEO NEOs ($)(3) | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(5) | Net Income ($)(6) | Company- Selected Measure - Gross Profit ($)(7) | | 2025 | 113,546 | 11,049,523 | (8,721,648) | 11,362,083 | 5,200,239 | 6,200,385 | $15.56 | $239.88 | (13,925) | 437,272 | | 2024 | 11,445,828 | N/A | (1,094,582) | N/A | 4,764,577 | (765,784) | $12.41 | $193.39 | 27,287 | 351,849 | | 2023 | 16,294,313 | 600,764 | 21,985,328 | (12,590,198) | 6,880,645 | 10,545,053 | $22.86 | $141.56 | (222,962) | 329,514 | | 2022 | N/A | 1,180,634 | N/A | (96,873,981) | 6,036,815 | (5,614,356) | $20.02 | $89.68 | (184,780) | 320,001 | | 2021 | N/A | 224,387,431 | N/A | 123,182,820 | 16,016,142 | 17,010,366 | $56.25 | $124.90 | (163,929) | 231,705 |

  77. PAY VERSUS PERFORMANCE

    (1)During fiscal year 2025, Michael Milotich and Simon Khalaf each served for a period of time as our PEO. For fiscal year 2024, our PEO was Simon Khalaf. During fiscal year 2023, Simon Khalaf and Jason Gardner each served for a period of time as our PEO, while Mr. Gardner was our PEO in fiscal years 2022 and 2021. For fiscal year 2025, our non-PEO NEOs were Todd Pollak and Crystal Sumner. For fiscal years 2024 and 2023, our non-PEO NEOs were Mike Milotich, Randy Kern, Todd Pollak, and Crystal Sumner. For fiscal year 2022, our non-PEO NEOs were Mike Milotich, Randy Kern, Seth Weissman, Philip (Tripp) Faix, and Vidya Peters and for fiscal year 2021, our non-PEO NEOs were Randy Kern and Tripp Faix. We first became a reporting company pursuant to Section 13(a) or Section 15(d) of the Exchange Act in 2021. (2)Represents the total compensation paid to our PEO and non-PEO NEOs in each listed year, as shown in our SCT for such listed year. (3)CAP does not mean that our PEO and non-PEO NEOs realized those amounts in the listed year, but reflects adjustments to the total compensation amount shown in the SCT as shown below:

  78. PAY VERSUS PERFORMANCE

    | PEO SCT Total to CAP Reconciliation: | | | | | | Year | SCT Total | Deductions from SCT Total | Additions to SCT Total | CAP | | | | (i) | (ii) | | | Mike Milotich | | | | | | 2025 | $11,049,523 | $(8,725,948) | $9,038,508 | $11,362,083 | | Simon Khalaf | | | | | | 2025 | $113,546 | $— | $(8,835,194) | $(8,721,648) | | 2024 | $11,445,828 | $(10,321,451) | $(2,218,959) | $(1,094,582) | | 2023 | $16,294,313 | $(15,013,082) | $20,704,097 | $21,985,328 | | Jason Gardner | | | | | | 2023 | $600,764 | $— | $(13,190,962) | $(12,590,198) | | 2022 | $1,180,634 | $— | $(98,054,615) | $(96,873,981) | | 2021 | $224,387,431 | $(223,774,512) | $122,569,901 | $123,182,820 | | Average Non-PEO NEOs SCT Total to CAP Reconciliation: | | | | | | Year | SCT Total | Deductions from SCT Total | Additions to SCT Total | CAP | | | | (i) | (ii) | | | 2025 | $5,200,239 | $(3,652,383) | $4,652,529 | $6,200,385 | | 2024 | $4,764,577 | $(4,011,289) | $(1,519,072) | $(765,784) | | 2023 | $6,880,645 | $(4,887,264) | $8,551,672 | $10,545,053 | | 2022 | $6,036,815 | $(5,227,535) | $(6,423,636) | $(5,614,356) | | 2021 | $16,016,142 | $(15,549,804) | $16,544,028 | $17,010,366 |

  79. PAY VERSUS PERFORMANCE

    (i)Represents the grant date fair value of equity-based awards granted each year. We did not sponsor a pension plan for any of the years reflected in this table; therefore, no adjustments to the SCT total related to pensions was needed. (ii)Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The Company has not paid dividends historically; thus no adjustments are made for this item. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant other than with respect to increased volatility and common stock price. As of December 31, 2025, the assumption we used for volatility was 83.04% and for the fair value of common stock was $4.75. As of December 31, 2024, the assumption we used for volatility was 69.52% and for the fair value of common stock was $3.79. As of December 31, 2023, the assumption we used for volatility was 71.69% and for the fair value of common stock was $6.98. As of December 31, 2022, the assumption we used for volatility was 60.84% and for the fair value of common stock was $6.11. As of December 31, 2021, the assumption we used for volatility was 49.59% and for the fair value of common stock was $17.17. The equity components of CAP for fiscal years 2021-2025 are further detailed in the supplemental tables below (due to rounding, the totals shown may not equal the precise values obtained by adding and subtracting the numbers in the column or row):

  80. PAY VERSUS PERFORMANCE

    | PEO Equity Component of CAP for FY2025: | | | | | | | | Equity Type | Fair Value of Awards Granted in FY2025 Outstanding and Unvested at 12/31/2025 | Change in Fair Value of Prior Years' Awards Outstanding and Unvested at 12/31/2025 | Change in Fair Value of Prior Years' Awards That Vested in FY2025 | Fair Value as of Vesting Date for Awards Granted in FY2025 that Vested During FY2025 | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during FY2025, determined as of Prior FY End | Equity Value Included in CAP | | | (a) | (b) | (c) | (d) | (e) | (f) = (a) + (b) + (c) + (d)+ (e) | | Michael Milotich | | | | | | | | Options | $— | $87,260 | $(921,446) | $— | $— | $(834,186) | | RSUs | $6,640,893 | $333,162 | $1,650,549 | $997,926 | $— | $9,622,530 | | PSUs | $— | $117,322 | $141,127 | $— | $(8,285) | $250,164 | | Total | $6,640,893 | $537,744 | $870,230 | $997,926 | $(8,285) | $9,038,508 | | Simon Khalaf | | | | | | | | Options | $— | $— | $3,123 | $— | $(2,167,751) | $(2,164,628) | | RSUs | $— | $— | $82,401 | $— | $(5,378,999) | $(5,296,598) | | PSUs | $— | $— | $63,715 | $— | $(1,437,683) | $(1,373,968) | | Total | $— | $— | $149,239 | $— | $(8,984,433) | $(8,835,194) | | Average Non-PEO NEOs Equity Component of CAP for FY2025: | | | | | | | | Equity Type | Fair Value of Awards Granted in FY2025 Outstanding and Unvested at 12/31/2025 | Change in Fair Value of Prior Years' Awards Outstanding and Unvested at 12/31/2025 | Change in Fair Value of Prior Years' Awards That Vested in FY2025 | Fair Value as of Vesting Date for Awards Granted in FY2025 that Vested During FY2025 | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during FY2025, determined as of Prior FY End | Equity Value Included in CAP | | | (a) | (b) | (c) | (d) | (e) | (f) = (a) + (b) + (c) + (d)+ (e) | | Options | $— | $296,868 | $(340,345) | $— | $— | $(43,477) | | RSUs | $2,832,075 | $356,718 | $1,014,782 | $(598,851) | $— | $3,604,724 | | PSUs | $917,556 | $81,475 | $98,004 | $— | $(5,753) | $1,091,282 | | Total | $3,749,631 | $735,061 | $772,441 | $(598,851) | $(5,753) | $4,652,529 |

  81. PAY VERSUS PERFORMANCE

    | PEO Equity Component of CAP for FY2024: | | | | | | | | Equity Type | Fair Value of Awards Granted in FY2024 Outstanding and Unvested at 12/31/2024 | Change in Fair Value of Prior Years' Awards Outstanding and Unvested at 12/31/2024 | Change in Fair Value of Prior Years' Awards That Vested in FY2024 | Fair Value as of Vesting Date for Awards Granted in FY2024 that Vested During FY2024 | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during FY2024, determined as of Prior FY End | Equity Value Included in CAP | | | (a) | (b) | (c) | (d) | (e) | (f) = (a) + (b) + (c) + (d)+ (e) | | Simon Khalaf | | | | | | | | Options | $— | $(2,618,277) | $(1,324,266) | $— | $— | $(3,942,543) | | RSUs | $3,457,428 | $(2,390,478) | $(985,558) | $(333,478) | $— | $(252,086) | | PSUs | $1,975,670 | $— | $— | $— | $— | $1,975,670 | | Total | $5,433,098 | $(5,008,755) | $(2,309,824) | $(333,478) | $— | $(2,218,959) | | Average Non-PEO NEOs Equity Component of CAP for FY2024: | | | | | | | | Equity Type | Fair Value of Awards Granted in FY2024 Outstanding and Unvested at 12/31/2024 | Change in Fair Value of Prior Years' Awards Outstanding and Unvested at 12/31/2024 | Change in Fair Value of Prior Years' Awards That Vested in FY2024 | Fair Value as of Vesting Date for Awards Granted in FY2024 that Vested During FY2024 | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during FY2024, determined as of Prior FY End | Equity Value Included in CAP | | | (a) | (b) | (c) | (d) | (e) | (f) = (a) + (b) + (c) + (d)+ (e) | | Options | $— | $(914,927) | $(773,643) | $— | $— | $(1,688,570) | | RSUs | $1,013,656 | $(890,921) | $(402,865) | $(129,601) | $— | $(409,731) | | PSUs | $579,229 | $— | $— | $— | $— | $579,229 | | Total | $1,592,885 | $(1,805,848) | $(1,176,508) | $(129,601) | $— | $(1,519,072) |

  82. PAY VERSUS PERFORMANCE

    | PEO Equity Component of CAP for FY2023: | | | | | | | | Equity Type | Fair Value of Awards Granted in FY2023 Outstanding and Unvested at 12/31/2023 | Change in Fair Value of Prior Years' Awards Outstanding and Unvested at 12/31/2023 | Change in Fair Value of Prior Years' Awards That Vested in FY2023 | Fair Value as of Vesting Date for Awards Granted in FY2023 that Vested During FY2023 | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during FY2023, determined as of Prior FY End | Equity Value Included in CAP | | | (a) | (b) | (c) | (d) | (e) | (f) = (a) + (b) + (c) + (d)+ (e) | | Simon Khalaf | | | | | | | | Options | $5,878,830 | $2,700,839 | $(172,891) | $1,666,232 | $— | $10,073,010 | | RSUs | $6,068,705 | $3,098,457 | $(217,957) | $1,681,882 | $— | $10,631,087 | | PSOs | $— | $— | $— | $— | $— | $— | | Total | $11,947,535 | $5,799,296 | $(390,848) | $3,348,114 | $— | $20,704,097 | | Jason Gardner | | | | | | | | Options | $— | $220,027 | $(109,122) | $— | $— | $110,905 | | RSUs | $— | $— | $— | $— | $— | $— | | PSOs | $— | $(13,301,867) | $— | $— | $— | $(13,301,867) | | Total | $— | $(13,081,840) | $(109,122) | $— | $— | $(13,190,962) | | Average Non-PEO NEOs Equity Component of CAP for FY2023: | | | | | | | | Equity Type | Fair Value of Awards Granted in FY2023 Outstanding and Unvested at 12/31/2023 | Change in Fair Value of Prior Years' Awards Outstanding and Unvested at 12/31/2023 | Change in Fair Value of Prior Years' Awards That Vested in FY2023 | Fair Value as of Vesting Date for Awards Granted in FY2023 that Vested During FY2023 | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during FY2023, determined as of Prior FY End | Equity Value Included in CAP | | | (a) | (b) | (c) | (d) | (e) | (f) = (a) + (b) + (c) + (d)+ (e) | | Options | $3,810,735 | $279,526 | $14,624 | $690,178 | $— | $4,795,063 | | RSUs | $3,143,898 | $121,255 | $(105,098) | $596,554 | $— | $3,756,609 | | Total | $6,954,633 | $400,781 | $(90,474) | $1,286,732 | $— | $8,551,672 |

  83. PAY VERSUS PERFORMANCE

    | PEO Equity Component of CAP for FY2022: | | | | | | | | Equity Type | Fair Value of Awards Granted in FY2022 Outstanding and Unvested at 12/31/2022 | Change in Fair Value of Prior Years' Awards Outstanding and Unvested at 12/31/2022 | Change in Fair Value of Prior Years' Awards That Vested in FY2022 | Fair Value as of Vesting Date for Awards Granted in FY2022 that Vested During FY2022 | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during FY2022, determined as of Prior FY End | Equity Value Included in CAP | | | (a) | (b) | (c) | (d) | (e) | (f) = (a) + (b) + (c) + (d)+ (e) | | Options | $— | $(11,211,569) | $(3,644,457) | $— | $— | $(14,856,026) | | RSUs | $— | $— | $— | $— | $— | $— | | PSOs | $— | $(83,198,589) | $— | $— | $— | $(83,198,589) | | Total | $— | $(94,410,158) | $(3,644,457) | $— | $— | $(98,054,615) | | Average Non-PEO NEOs Equity Component of CAP for FY2022: | | | | | | | | Equity Type | Fair Value of Awards Granted in FY2022 Outstanding and Unvested at 12/31/2022 | Change in Fair Value of Prior Years' Awards Outstanding and Unvested at 12/31/2022 | Change in Fair Value of Prior Years' Awards That Vested in FY2022 | Fair Value as of Vesting Date for Awards Granted in FY2022 that Vested During FY2022 | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during FY2022, determined as of Prior FY End | Equity Value Included in CAP | | | (a) | (b) | (c) | (d) | (e) | (f) = (a) + (b) + (c) + (d)+ (e) | | Options | $1,134,796 | $(2,353,527) | $(2,053,144) | $240,514 | $(4,820,868) | $(7,852,229) | | RSUs | $1,256,105 | $— | $— | $172,488 | $— | $1,428,593 | | Total | $2,390,900 | $(2,353,527) | $(2,053,144) | $413,002 | $(4,820,868) | $(6,423,636) |

  84. PAY VERSUS PERFORMANCE

    | PEO Equity Component of CAP for FY2021: | | | | | | | | Equity Type | Fair Value of Awards Granted in FY2021 Outstanding and Unvested at 12/31/2021 | Change in Fair Value of Prior Years' Awards Outstanding and Unvested at 12/31/2021 | Change in Fair Value of Prior Years' Awards That Vested in FY2021 | Fair Value as of Vesting Date for Awards Granted in FY2021 that Vested During FY2021 | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during FY2021, determined as of Prior FY End | Equity Value Included in CAP | | | (a) | (b) | (c) | (d) | (e) | (f) = (a) + (b) + (c) + (d)+ (e) | | Options | $11,816,222 | $3,419,067 | $4,992,681 | $568,844 | $— | $20,796,814 | | RSUs | $— | $— | $— | $— | $— | $— | | PSOs | $101,773,087 | $— | $— | $— | $— | $101,773,087 | | Total | $113,589,309 | $3,419,067 | $4,992,681 | $568,844 | $— | $122,569,901 | | Average Non-PEO NEOs Equity Component of CAP for FY2021: | | | | | | | | Equity Type | Fair Value of Awards Granted in FY2021 Outstanding and Unvested at 12/31/2021 | Change in Fair Value of Prior Years' Awards Outstanding and Unvested at 12/31/2021 | Change in Fair Value of Prior Years' Awards That Vested in FY2021 | Fair Value as of Vesting Date for Awards Granted in FY2021 that Vested During FY2021 | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during FY2021, determined as of Prior FY End | Equity Value Included in CAP | | | (a) | (b) | (c) | (d) | (e) | (f) = (a) + (b) + (c) + (d)+ (e) | | Options | $9,704,136 | $1,915,115 | $3,899,401 | $284,422 | $— | $15,803,074 | | RSUs | $— | $— | $740,955 | $— | $— | $740,955 | | Total | $9,704,136 | $1,915,115 | $4,640,356 | $284,422 | $— | $16,544,029 |

  85. PAY VERSUS PERFORMANCE

    (4)TSR is as reflected in our 2025 Annual Report pursuant to Item 201(e) of Regulation S-K. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on June 9, 2021, the effective date of our IPO. (5)The peer group used is the S&P Information Technology Index as reflected in our 2025 Annual Report pursuant to Item 201(e) of Regulation S-K. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on June 9, 2021. (6)The dollar amounts reported are the Company's net income reflected in the Company’s audited financial statements for each listed year. (7)In the Company's assessment, gross profit is the most important financial performance measure (not already required to be disclosed in the Pay versus Performance table) used by the Company in 2025 to link CAP to performance.

  86. Pay versus Performance Conclusions

    Pay versus Performance Conclusions Our Compensation Committee strongly believes in pay for performance and has structured Marqeta’s compensation programs to reward leaders when the Company is delivering strong results. In fiscal year 2025, gross profit, our Company Selected Measure, grew while net income declined, primarily driven by the one-time reversal of $145 million in share-based compensation recognized in prior years. Marqeta’s TSR underperformed versus the Peer Group during the fiscal year. However, Compensation Actually Paid to Mr. Milotich and to our non-PEO NEOs was higher than the amounts reported in the Summary Compensation Table for fiscal year 2025 due to the transitions among our executive team and the investments we made in retaining our key talent.

  87. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE

  88. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of Mike Milotich, our Chief Executive Officer as of December 31, 2025, to the annual total compensation of our median employee. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K. For fiscal year 2025, we used the same median employee that was identified in fiscal year 2024 since there has been no change in our employee population or employee compensation that we reasonably believe would result in a significant change in the pay ratio disclosure. For fiscal year 2025:

  89. CEO Pay Ratio

    | Median Employee | The annual total compensation of our median compensated employee (other than our CEO) was $250,564. | | Chief Executive Officer | The annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $11,049,522. | | Pay Ratio | The annual total compensation of our CEO was approximately 44.1 times the annual total compensation of our median employee (other than our CEO). |

  90. CEO Pay Ratio

    This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies, including companies in our peer group, may not be comparable to the pay ratio reported above. Further, other companies may have different employment and compensation practices, different geographic breadth, and may have more or less employees at comparable skill and pay levels. This information is being provided for compliance purposes. Neither our Compensation Committee nor management used the pay ratio measure in making compensation decisions.