Marqeta(MQ) - 2025 Q2 - Quarterly Report

Note About Forward-Looking Statements This section outlines that the Quarterly Report contains forward-looking statements subject to risks and uncertainties that may cause actual results to differ materially - The report contains forward-looking statements regarding future financial performance, product scaling, growth management, and operational expansion, subject to substantial risks and uncertainties[9][10][11] Part I - Financial Information Item 1. Condensed Consolidated Financial Statements This section presents Marqeta's unaudited condensed consolidated financial statements and detailed notes for periods ended June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheets Balance Sheet Data | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Total Assets | $1,214,590 | $1,463,204 | | Total Liabilities | $371,157 | $378,186 | | Total Stockholders' Equity | $843,433 | $1,085,018 | - Total assets decreased by $248.6 million from December 31, 2024, to June 30, 2025, primarily due to a significant reduction in cash and cash equivalents and short-term investments[15] Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) Income Statement Data | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net revenue | $150,392 | $125,270 | $289,465 | $243,237 | | Gross profit | $104,061 | $79,353 | $202,740 | $163,512 | | Net (loss) income | $(647) | $119,108 | $(8,907) | $83,048 | | Basic EPS | $(0.00) | $0.23 | $(0.02) | $0.16 | | Diluted EPS | $(0.00) | $0.23 | $(0.02) | $0.16 | - The company reported a net loss for both the three and six months ended June 30, 2025, a significant decline from net income in the prior year periods, primarily due to the absence of the Executive Chairman long-term performance award benefit and increased operating expenses[18] Condensed Consolidated Statements of Stockholders' Equity Stockholders' Equity Data | Metric (in thousands) | Balance as of Dec 31, 2024 | Balance as of Jun 30, 2025 | | :-------------------- | :------------------------- | :------------------------- | | Total Stockholder's Equity | $1,085,018 | $843,433 | | Common Stock Shares | 504,296 | 449,459 | | Additional Paid-in Capital | $1,883,190 | $1,650,305 | | Accumulated Deficit | $(797,908) | $(806,815) | - Total stockholders' equity decreased by $241.6 million from December 31, 2024, to June 30, 2025, primarily driven by significant common stock repurchases totaling $275.2 million and a net loss of $8.9 million for the six months ended June 30, 2025[21][24] Condensed Consolidated Statements of Cash Flows Cash Flow Data | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $22,534 | $26,134 | | Net cash provided by investing activities | $75,719 | $27,336 | | Net cash used in financing activities | $(288,546) | $(109,712) | | Net decrease in cash, cash equivalents, and restricted cash | $(190,293) | $(56,242) | | Cash, cash equivalents, and restricted cash - End of period | $741,223 | $933,230 | - Net cash used in financing activities significantly increased to $288.5 million for the six months ended June 30, 2025, primarily due to substantial common stock repurchases, leading to a larger net decrease in cash, cash equivalents, and restricted cash compared to the prior year[24] Notes to Condensed Consolidated Financial Statements 1. Business Overview and Basis of Presentation This note describes Marqeta's business as a digital payment technology provider and its financial position, including an accumulated deficit - Marqeta, Inc. provides digital payment technology, offering a modern card issuing platform that enables customers to create customized payment card programs and primarily earns revenue from processing card transactions[29][30] - The company has an accumulated deficit of $806.8 million as of June 30, 2025, and expects to incur net losses for the foreseeable future due to investments in new products, customer acquisition, and international expansion[34] 2. Summary of Significant Accounting Policies This note details Marqeta's significant accounting policies, including a revised approach for network incentives and evaluation of new FASB ASUs - Effective in Q2 2025, Marqeta revised its accounting policy for network incentives, now estimating and recognizing incentives based on expected cumulative rates, resulting in $6.8 million higher Card Network incentives for the three months ended June 30, 2025[37] - The company is evaluating the operational and financial reporting implications of new FASB ASUs 2023-09 (Income Tax Disclosures, effective 2025) and 2024-03 (Expense Disaggregation Disclosures, effective 2027)[39][41] 3. Revenue This note disaggregates Marqeta's net revenue into platform services and other services, highlighting growth drivers Revenue Disaggregation | Revenue Type (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Platform services revenue, net | $143,135 | $119,271 | $275,004 | $233,205 | | Other services revenue | $7,257 | $5,999 | $14,461 | $10,032 | | Total net revenue | $150,392 | $125,270 | $289,465 | $243,237 | - Total net revenue increased by 20% for the three months and by 19% for the six months ended June 30, 2025, compared to the respective prior year periods, primarily driven by growth in platform services[42] 4. Business Combinations This note details Marqeta's acquisition of TransactPay, expanding its services in the UK and Europe - On July 31, 2025, Marqeta completed the acquisition of TransactPay for €46.0 million in cash, with up to €5.0 million in contingent consideration, to provide BIN Sponsorship and E-Money Licensing services[46] 5. Intangible Assets, net This note provides a summary of Marqeta's intangible assets, primarily developed technology, and their net value Intangible Assets Summary | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Developed technology | $41,000 | $41,000 | | Accumulated amortization | $(14,155) | $(11,226) | | Intangible assets, net | $26,845 | $29,774 | - Net intangible assets decreased to $26.8 million as of June 30, 2025, from $29.8 million at December 31, 2024, due to ongoing amortization of developed technology[47] 6. Short-term Investments This note details Marqeta's short-term investments, primarily U.S. treasury securities, and their fair value Short-term Investments Summary | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Total short-term investments (Fair Value) | $88,865 | $179,409 | | U.S. treasury securities | $79,993 | $168,900 | | Asset-backed securities | $8,872 | $10,509 | - Short-term investments, classified as available-for-sale, significantly decreased from $179.4 million at December 31, 2024, to $88.9 million at June 30, 2025, with U.S. treasury securities comprising the majority[49][50] 7. Fair Value Measurements This note presents Marqeta's assets measured at fair value, including cash equivalents and short-term investments Fair Value Assets Summary | Asset Type (in thousands) | June 30, 2025 Total Fair Value | December 31, 2024 Total Fair Value | | :------------------------ | :----------------------------- | :--------------------------------- | | Cash equivalents | $491,051 | $751,429 | | Short-term investments | $88,865 | $179,409 | | Total assets measured at fair value | $589,733 | $938,838 | - The company's total assets measured at fair value decreased from $938.8 million at December 31, 2024, to $589.7 million at June 30, 2025, primarily due to reductions in money market funds and U.S. treasury securities[53][54] 8. Certain Balance Sheet Components This note provides details on specific balance sheet components, including property and equipment and accrued liabilities Balance Sheet Components Detail | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Property and equipment, net | $50,238 | $37,523 | | Internally developed and purchased software | $67,029 | $47,300 | | Accrued expenses and other current liabilities | $158,216 | $177,059 | - Net property and equipment increased to $50.2 million as of June 30, 2025, from $37.5 million at December 31, 2024, driven by significant capitalization of internal-use software development costs[56][57] 9. Leases This note outlines Marqeta's lease obligations, including an amendment to its Oakland lease - Marqeta amended its Oakland lease in Q2 2025, extending the term for certain floors by 24 months, resulting in an increase of approximately $3.5 million in operating lease right-of-use assets and liabilities[60] Lease Metrics | Lease Metric | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | Weighted average remaining operating lease term (in years) | 2.2 | 1.1 | | Weighted average discount rate | 4.6% | 7.6% | 10. Commitments and Contingencies This note details Marqeta's restricted cash, legal proceedings, and other contingent liabilities - The company has $8.5 million in restricted cash, including a $7.0 million deposit at an Issuing Bank for transaction settlement collateral and $1.5 million for a letter of credit related to its Oakland lease[63][64] - Marqeta is a defendant in consolidated securities class action lawsuits and shareholder derivative lawsuits alleging false or misleading statements, with potential losses currently unestimable[66][67][68] 11. Stock Incentive Plans This note details Marqeta's share-based compensation expense, including restricted stock units and stock options Share-based Compensation Expense | Share-based Compensation (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Restricted stock units | $24,375 | $28,656 | $47,909 | $52,819 | | Stock options | $1,349 | $5,974 | $3,623 | $12,585 | | Total share-based compensation expense (benefit) | $30,257 | $(119,529) | $58,694 | $(73,015) | - Total share-based compensation expense increased significantly to $30.3 million for the three months and $58.7 million for the six months ended June 30, 2025, compared to a benefit in prior year periods, due to the forfeiture of the Executive Chairman long-term performance award in 2024[74] 12. Stockholders' Equity Transactions This note details Marqeta's share repurchase programs and their impact on stockholders' equity - Marqeta completed its $200 million 2024 Share Repurchase Program by March 31, 2025, repurchasing 19.2 million shares for $80.5 million during the first six months of 2025[78][80] - A new $300 million 2025 Share Repurchase Program was authorized on February 25, 2025, with $106.9 million remaining available after repurchasing 42.3 million shares for $193.1 million during the six months ended June 30, 2025[79][81] 13. Net (Loss) Income Per Share Attributable to Common Stockholders This note presents Marqeta's basic and diluted net loss per share for the reported periods Earnings Per Share Data | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic Net (Loss) Income Per Share | $(0.00) | $0.23 | $(0.02) | $0.16 | | Diluted Net (Loss) Income Per Share | $(0.00) | $0.23 | $(0.02) | $0.16 | | Weighted-average shares (Basic) | 461,517 | 515,959 | 481,260 | 516,973 | - The company reported a basic and diluted net loss per share of $(0.00) for Q2 2025 and $(0.02) for the six months ended June 30, 2025, reflecting the overall net loss compared to positive EPS in prior year periods[18][86] 14. Income Tax This note details Marqeta's income tax expense and the impact of recent tax legislation Income Tax Expense | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income tax expense | $206 | $150 | $441 | $284 | - Income tax expense remained relatively flat year-over-year, primarily attributable to profitable foreign jurisdictions, as the company maintains a full valuation allowance against its U.S. federal and state net deferred tax assets[88][133] - The company is evaluating the impact of the 'One Big Beautiful Bill Act' (Tax Act) signed in July 2025, which reinstates 100% bonus depreciation and Section 174 expensing, but expects no material impact on its 2025 tax expense[90][134] 15. Concentration Risks and Significant Customers This note highlights Marqeta's significant customer concentration and reliance on a single Issuing Bank for transaction settlement - Marqeta has significant customer concentration, with its largest customer, Block, accounting for 46% and 45% of net revenue for the three and six months ended June 30, 2025, respectively[94][151][170] - A significant portion of payment transactions (65% for Q2 2025, 66% for H1 2025) are settled through one Issuing Bank, Sutton Bank, posing a concentration risk[93] 16. Segment Information This note confirms Marqeta operates as a single operating segment, providing a global, cloud-based payment platform - Marqeta operates as a single operating segment and reporting unit, providing a global, cloud-based, open API platform for modern card issuing and transaction processing[95] Segment Financials | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net revenue | $150,392 | $125,270 | $289,465 | $243,237 | | Gross profit | $104,061 | $79,353 | $202,740 | $163,512 | | (Loss) income from operations | $(9,228) | $105,042 | $(27,766) | $55,189 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Marqeta's financial condition and results of operations, highlighting key metrics, non-GAAP measures, revenue, expenses, liquidity, and critical accounting policies Overview This section provides an overview of Marqeta's mission to modernize financial services through its payment platform and service models - Marqeta's mission is to modernize financial services by providing a platform for customized payment card programs through open APIs, enabling customers to launch and manage card programs and transactions[102] - The company offers 'Managed By Marqeta' (MxM) for full program management and 'Powered By Marqeta' (PxM) for platform access and processing, catering to diverse customer needs[103][107] Impact of Macroeconomic Factors This section discusses the unpredictable impact of macroeconomic factors on Marqeta's processing volumes and financial results - Marqeta acknowledges the unpredictable impact of macroeconomic factors, including geopolitical conflicts, inflation, and interest rates, on its processing volumes and future financial results, potentially leading to lower consumer spending and foreign currency fluctuations[106][108] Key Operating Metric and Non-GAAP Financial Measures This section presents Marqeta's key operating metrics, including Total Processing Volume (TPV), and non-GAAP financial measures like Adjusted EBITDA Key Operating Metrics and Non-GAAP Measures | Metric (in thousands, except TPV in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total Processing Volume (TPV) | $91,386 | $70,627 | $175,857 | $137,294 | | Net revenue | $150,392 | $125,270 | $289,465 | $243,237 | | Gross profit | $104,061 | $79,353 | $202,740 | $163,512 | | Gross margin | 69% | 63% | 70% | 67% | | Adjusted EBITDA | $28,509 | $(1,817) | $48,590 | $7,409 | | Adjusted EBITDA margin | 19% | (1)% | 17% | 3% | - Total Processing Volume (TPV) increased by 29% for Q2 2025 and 28% for H1 2025 year-over-year, indicating strong market adoption and customer business growth[111] - Adjusted EBITDA significantly improved, reaching $28.5 million (19% margin) for Q2 2025 and $48.6 million (17% margin) for H1 2025, compared to negative or low positive figures in prior year periods[111] Components of Results of Operations This section details the components of Marqeta's revenue and expenses, including platform services, other services, and operating costs - Net revenue comprises platform services revenue (Interchange Fees, processing fees) recognized upon transaction authorization and posting, and other services revenue (card fulfillment) recognized upon card shipment[117][118][121][122] - Costs of revenue include Card Network fees, Issuing Bank fees, and card fulfillment costs, with Card Network incentives now estimated based on expected cumulative rates over the annual measurement period[123][124][127] - Operating expenses consist of compensation and benefits, technology, professional services, and other costs, noting the prior year's Executive Chairman Long-Term Performance Award forfeiture[128][129][130][131] Results of Operations Comparison of the Three Months Ended June 30, 2025 and 2024 This section compares Marqeta's financial performance for the three months ended June 30, 2025, versus the prior year, detailing revenue, expenses, and net income changes Quarterly Performance Comparison | Metric (in thousands) | Q2 2025 | Q2 2024 | $ Change | % Change | | :-------------------- | :------ | :------ | :------- | :------- | | Net revenue | $150,392 | $125,270 | $25,122 | 20% | | TPV (in millions) | $91,386 | $70,627 | $20,759 | 29% | | Gross profit | $104,061 | $79,353 | $24,708 | 31% | | Gross margin | 69% | 63% | | 6 pp | | Total operating expenses (benefit) | $113,289 | $(25,689) | $138,978 | 541% | | Net (loss) income | $(647) | $119,108 | $(119,755)| (101)% | - Net revenue increased by 20% driven by a 29% increase in TPV, primarily from financial services, lending, and expense management use cases, with non-top-five customers growing 70%[138][140] - Gross profit increased by 31% and gross margin improved by 6 percentage points, as $6.8 million higher network incentives (due to revised accounting policy) largely offset increased Card Network and Issuing Bank fees[141][142] - Total operating expenses surged by 541% due to the absence of the prior year's Executive Chairman long-term performance award benefit and lower compensation and share-based compensation expenses, partially offset by higher depreciation and amortization[143][146][148] - Other income, net, decreased by 38% due to lower interest income from reduced short-term investment and cash balances, following $162.9 million in share repurchases[149] Comparison of the Six Months Ended June 30, 2025 and 2024 This section compares Marqeta's financial performance for the six months ended June 30, 2025, versus the prior year, detailing revenue, expenses, and net income changes Half-Year Performance Comparison | Metric (in thousands) | H1 2025 | H1 2024 | $ Change | % Change | | :-------------------- | :------ | :------ | :------- | :------- | | Net revenue | $289,465 | $243,237 | $46,228 | 19% | | TPV (in millions) | $175,857 | $137,294 | $38,563 | 28% | | Gross profit | $202,740 | $163,512 | $39,228 | 24% | | Gross margin | 70% | 67% | | 3 pp |\ | Total operating expenses (benefit) | $230,506 | $108,323 | $122,183 | 113% | | Net (loss) income | $(8,907) | $83,048 | $(91,955)| (111)% | - Net revenue grew by 19% for the six months ended June 30, 2025, driven by a 28% increase in TPV, with strong growth across financial services, lending, and expense management, and a 67% increase from non-top-five customers[154][156] - Gross profit increased by 24% and gross margin improved by 3 percentage points, despite higher costs of revenue, due to the revised accounting policy for network incentives[159][160] - Total operating expenses increased by 113%, primarily due to the absence of the Executive Chairman long-term performance award benefit from the prior year, partially offset by lower compensation expenses from post-combination compensation and stock award forfeitures[161][162][167] - Other income, net, decreased by 31% due to lower interest income from reduced cash and short-term investment balances, following $193.1 million in share repurchases[168] Use of Non-GAAP Financial Measures This section explains Marqeta's use of non-GAAP measures like Adjusted EBITDA to evaluate core operating results and efficiencies - Marqeta uses non-GAAP measures like Adjusted EBITDA and Adjusted operating expenses to evaluate core operating results and efficiencies, acknowledging their limitations and encouraging review alongside GAAP measures[172][173] Non-GAAP Reconciliation | Non-GAAP Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Adjusted EBITDA | $28,509 | $(1,817) | $48,590 | $7,409 | | Adjusted EBITDA Margin | 19% | (1)% | 17% | 3% | | Adjusted operating expenses | $75,552 | $81,170 | $154,150 | $156,103 | Liquidity and Capital Resources This section discusses Marqeta's liquidity position, capital resources, and share repurchase programs - As of June 30, 2025, Marqeta's liquidity consisted of $821.6 million in cash, cash equivalents, and short-term investments, deemed sufficient to fund operations for at least the next 12 months[178][183] - The company completed its $200 million 2024 Share Repurchase Program and initiated a new $300 million 2025 Share Repurchase Program, with $106.9 million remaining available as of June 30, 2025[180][181] - The acquisition of TransactPay was completed on July 31, 2025, for €46.0 million in cash, impacting future liquidity[179] Cash Flows This section analyzes Marqeta's cash flow activities from operations, investing, and financing for the reported periods Cash Flow Summary | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $22,534 | $26,134 | | Net cash provided by investing activities | $75,719 | $27,336 | | Net cash used in financing activities | $(288,546) | $(109,712) | - Net cash provided by operating activities decreased to $22.5 million for H1 2025, primarily due to unfavorable timing of settlements for network incentive receivables and accrued expenses[187] - Net cash provided by investing activities increased to $75.7 million for H1 2025, driven by higher proceeds from maturities of short-term investments[189] - Net cash used in financing activities significantly increased to $288.5 million for H1 2025, mainly due to substantial common stock repurchases under the 2024 and 2025 Share Repurchase Programs[191] Obligations and Other Commitments This section confirms no material changes to Marqeta's obligations and other commitments since the 2024 Annual Report, except for a lease extension - There have been no material changes to obligations and other commitments since the 2024 Annual Report, except for the lease extension disclosed in Note 9[193] Critical Accounting Policies and Estimates This section highlights the revised accounting policy for Card Network incentives as the only material change to critical accounting policies - The only change to critical accounting policies is the revised method for estimating Card Network incentives, as detailed in Note 2, with no other material changes reported compared to the 2024 Annual Report[196] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section outlines Marqeta's exposure to market risks, specifically interest rate risk and foreign currency exchange risk, noting minimal impact due to short maturities and U.S. dollar denominated operations - Marqeta's cash, cash equivalents, and short-term investments totaled $821.6 million as of June 30, 2025, with fair value not significantly impacted by interest rate fluctuations due to short-term maturities[198] - The company's operations are not subject to significant foreign currency risk, as most sales and operating expenses are denominated in U.S. dollars, with a hypothetical 10% change having no material impact[199] Item 4. Controls and Procedures This section confirms the effectiveness of Marqeta's disclosure controls and procedures as of June 30, 2025, with no material changes to internal control over financial reporting during Q2 2025 - Marqeta's disclosure controls and procedures were evaluated and deemed effective at a reasonable assurance level as of June 30, 2025[202] - There have been no material changes in the company's internal control over financial reporting during the second quarter of fiscal 2025[203] Part II - Other Information Item 1. Legal Proceedings This section details ongoing consolidated securities class action and shareholder derivative lawsuits against Marqeta, alleging false or misleading statements, with potential losses currently unestimable - Marqeta is facing consolidated securities class action lawsuits (Wai v. Marqeta, Inc., et al. and Ford v. Marqeta, Inc., et al.) alleging violations of federal securities laws due to false or misleading statements regarding company performance and revenue/gross profit expectations[206][207] - Additionally, the company is a nominal defendant in consolidated shareholder derivative lawsuits (Smith v. Khalaf, et al., Ojserkis v. Khalaf, et al., and Preciado v. Khalaf, et al.) asserting claims for breach of fiduciary duties and federal securities law violations[208] Item 1A. Risk Factors This section states no material changes to the risk factors previously disclosed in the company's 2024 Annual Report on Form 10-K, which could adversely affect its business and financial condition - There have been no material changes to the risk factors since the 2024 Annual Report on Form 10-K, which are incorporated by reference[210] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports no recent unregistered sales of equity securities and details Class A common stock repurchases under the 2025 Share Repurchase Program - No unregistered sales of equity securities occurred during the period[211] Share Repurchase Activity | Period | Total Number of Shares Purchased (in thousands) | Average Price Paid per Share | | :----------------- | :-------------------------------------------- | :--------------------------- | | April 1 - 30, 2025 | 12,744 | $3.89 | | May 1 - 31, 2025 | 15,899 | $4.85 | | June 1 - 30, 2025 | 6,599 | $5.47 | | Total | 35,242 | | - As of June 30, 2025, $106.9 million remained available for future share repurchases under the $300 million 2025 Share Repurchase Program[212] Item 3. Defaults Upon Senior Securities This item is marked as not applicable, indicating no defaults upon senior securities - This item is not applicable[213] Item 4. Mine Safety Disclosures This item is marked as not applicable, indicating no mine safety disclosures - This item is not applicable[214] Item 5. Other Information This section discloses that Todd Pollak and Crystal Sumner adopted Rule 10b5-1 trading arrangements for the sale of Class A Common Stock - Todd Pollak, Chief Revenue Officer, adopted a Rule 10b5-1 trading arrangement on May 16, 2025, for the sale of up to 202,135 shares of Class A Common Stock, effective until June 30, 2026[215] - Crystal Sumner, Chief Administrative Officer, adopted a Rule 10b5-1 trading arrangement on June 10, 2025, for the sale of up to 91,000 shares of Class A Common Stock, effective until June 19, 2026[216] Item 6. Exhibits This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including lease amendments and officer certifications - Key exhibits include the Fourth Amendment to Lease (Exhibit 10.1) and certifications from the Principal Executive and Financial Officer (Exhibits 31.1 and 32.1)[218] Signatures This section contains the signature of Michael (Mike) Milotich, Interim CEO & CFO, confirming the due authorization and filing of the report on August 6, 2025 - The report is signed by Michael (Mike) Milotich, Interim Chief Executive Officer & Chief Financial Officer, on August 6, 2025[222]