Marqeta Inc

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, our business, financial condition, results of operations, cash flows, future prospects, and the trading price of our Class A common stock can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in Part I, Item 1A of our 2025 Annual Report undeand in Part II, Item 1A of our Quarterly Report on Form 10-Q filed with the SEC on May 5, 2026 under the heading "Risk Factors," which are incorporated herein by reference, any one or more of which could, directly or indirectly, materially and adversely affect our business, financial condition, results of operations, cash flows, future prospects, and the trading price of our Class A common stock, or cause them to vary materially from past or anticipated future results. Except as set fort

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Th below, theere have been no material

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changes to our risk factors since the 2025 Annual Report. The following risk factor is being added to supplementfrom the risk factors previously disclosed in the 2025 Annual Report:

The proposed reverse stock split may fail to achieve any anticipated benefits.

We have scheduled our 2026 annual meeting of stockholders to be held on June 10, 2026, at which time our stockholders will vote on whether to approve an amendment to our amended and restated certificate of incorporation to effect a 1-for-4 reverse stock split of our capital stock (the Reverse Stock Split) and proportionately reduce the number of authorized shares of our capital stock. We cannot assure you that a Reverse Stock Split will have other anticipated benefits. The effect of a Reverse Stock Split, and the announcement or implementation of a Reverse Stock Split, cannot be predicted with any certainty and could negatively affect the trading price of our Class A Common Stock. It is also possible that the per share market price of our Class A Common Stock after a Reverse Stock Split will not increase in the same proportion as the reduction in the number of our outstanding shares of Class A Common Stock following the Reverse Stock Split, which would cause a reduction in the value of the Company as measured by our market capitalization. Although we believe a Reverse Stock Split may improve the marketability and trading costs of ounder Part I, Item 1A. Risk Factors in our 2025 Annual Report and Part II, Item 1A. Risk Factors in our Common Stock, we cannot provide you with any assurances to this effect. Even if we successfully implement a Reverse Stock Split, the market price of our Class A Common Stock may thereafter decrease due to factors unrelated to the Reverse Stock Split, including our results of operations, financial position, or prospects.

A Reverse Stock Split may decrease the liquidity of our Class A Common Stock and result in higher transaction costs for odd lot positions of less than 100 shares. The liquidity of our Class A Common Stock may be negatively impacted by a Reverse Stock Split, given the reduced number of shares that would be outstanding after the Reverse Stock Split, particularly if the stock price does not increase as a result of the Reverse Stock Split. In addition, if a Reverse Stock Split is implemented, it would likely increase the number of our stockholders who own odd lots of fewer than 100 shares of our Class A Common Stock. Brokerage commission and oQuarterly Report on Form 10-Q, each as discussed in ther costs of transactions in odd lots are generally higher than the costs of transactions of 100 or more shares of our Class A Common Stock. Accor precedingly, a Reverse Stock Split may not achieve the desired results of increasing marketability and lowering trading costs of our Class A Common Stock described above paragraph.

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