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SECURITIES Case No. 4:24-CV-08874-YGR\nNorthern District of California\n\n\n\n\n LITIGATION\n United States District Court\n\n\n\n\n 13 ORDER GRANTING PRELIMINARY\n APPROVAL OF SETTLEMENT AND SETTING\n 14 DEADLINES FOR NOTICE, OBJECTION,\n EXCLUSION, AND FINAL FAIRNESS\n 15 HEARING\n 16 Re: Dkt. Nos. 70, 80, 81\n\n 17 On July 28, 2026, the Court held a hearing on plaintiff\u2019s unopposed motion for provisional\n\n 18 certification of a settlement class in this action; preliminary approval of the parties\u2019 proposed\n\n 19 settlement; approval of the class notice packet; appointing class representative, class counsel and\n\n 20 the proposed settlement administrator; and setting a date for the hearing on final approval of the\n\n 21 settlement. (Dkt. No. 70 (\u201cMtn\u201d).) Jason Lee Krajcer appeared for plaintiff and Ariel Brianna\n\n 22 Winawer appeared for defendants. The parties thereafter filed supplemental information\n\n 23 addressing issues the Court raised at the hearing (Dkt. Nos. 80, 81), including an amended\n\n 24 stipulation and agreement of settlement (\u201cAmended Settlement Agreement\u201d). (Dkt No. 81-1 \u00b6 2,\n\n 25 Ex. 1.)\n\n 26 Having considered the motion briefing and supplemental filings, the arguments of counsel,\n\n 27 the relevant law, the terms of the Amended Settlement Agreement and the class notice, as well as\n\n 28\n\f Case 4:24-cv-08874-YGR Document 82 Filed 09/03/26 Page 2 of 14\n\n\n\n\n 1 the record in this case, and based on the reasons and terms identified on the record and set forth\n\n 2 herein, the Court GRANTS plaintiff\u2019s motion.\n\n 3 I. BACKGROUND\n\n 4 This action was initiated on December 9, 2024, with the filing of a class action complaint\n\n 5 against defendants Marqeta, Inc.; Simon Khalaf; and Michael Milotich alleging violations of federal\n\n 6 securities laws for misstatements regarding Marqeta\u2019s earnings and profit. (Dkt. No. 1.) On March\n\n 7 11, 2025, the Court issued an order consolidating cases, appointing Tyler Hogge as lead plaintiff,\n\n 8 and approving his selection of Glancy Prongay & Murray LLP 1 as lead counsel. (Dkt. No. 38.) On\n\n 9 April 10, 2025, plaintiff filed the operative, amended complaint alleging claims for (1) violation of\n\n 10 section 10(b) of the Securities Exchange Act of 1934 and implementing Rule 10b-5 against all\n\n 11 defendants and (2) violation of Section 20(a) of the Act against individual defendants Khalaf and\n\n 12 Milotich. (Dkt. No. 47.) The parties reached a settlement while defendants\u2019 motion to dismiss the\nNorthern District of California\n United States District Court\n\n\n\n\n 13 amended complaint was pending.\n\n 14 A. Terms of the Settlement Agreement\n\n 15 Under the terms of the Amended Settlement Agreement, defendants will pay $13 million into\n\n 16 a common settlement fund, without admitting liability, in exchange for a general release of all claims\n\n 17 against defendants that were or could have been raised in this action. (See Mtn. at 1; Amended\n\n 18 Settlement Agreement \u00b6 36.) This amount includes fees and expenses and the cost of class notice and\n\n 19 claims administration. (See Dkt. No. 71 (\u201cKrajcer Decl.\u201d) \u00b6 23; Amended Settlement Agreement\n\n 20 \u00b6 9.)\n\n 21 1. Attorneys\u2019 Fees and Costs\n\n 22 Plaintiff's counsel initially represented that they intended to seek an award of attorneys\u2019 fees\n\n 23 up to approximately one-third of the settlement fund, or $4,329,000, plus interest earned thereon at\n\n 24 the same rate as the fund. (Mtn. at 23.) Counsel also represented their intention to seek no more than\n\n 25 $85,000 in litigation costs (Id. at 23\u201324), to include up to $5,000 to reimburse plaintiff Tyler Hogge\n\n 26\n\n 27\n 1\n 28 In January 2026, the firm changed its name to Glancy Prongay Wolke & Rotter LLP.\n Dkt. No. 65.\n 2\n\f Case 4:24-cv-08874-YGR Document 82 Filed 09/03/26 Page 3 of 14\n\n\n\n\n 1 pursuant to the Private Securities Litigation Reform Act (\u201cPSLRA\u201d), 15 U.S.C. Section 78u-4(a)(4).\n\n 2 (Mtn. at 25; Krajcer Decl. \u00b6 67.)\n\n 3 In supplemental briefing filed after the hearing, plaintiff\u2019s counsel revised the proposed form\n\n 4 of notice to provide that they \u201cwill apply to the Court for an award of attorneys\u2019 fees in an amount\n\n 5 not to exceed 25% of the Settlement Fund.\u201d (Dkt. No. 81 at 2 (quoting Amended Settlement\n\n 6 Agreement Ex. A-1 (\u201cLong Notice or Long Not.\u201d).)\n\n 7 The common settlement fund also includes a provision for $165,000 to $175,000 in estimated\n\n 8 notice and administration costs, which shall be paid pursuant to the Amended Settlement Agreement.\n\n 9 (Mtn. at 23; Krajcer Decl. \u00b6 52.)\n\n 10 2. Class Relief\n\n 11 After deductions from the common fund for the items listed above and taxes, the net fund\n\n 12 will be distributed among the participating class members. Class members will be paid on a pro rata\nNorthern District of California\n United States District Court\n\n\n\n\n 13 basis based on the estimated amount of artificial inflation in the per-share closing price of Marqeta\u2019s\n\n 14 Common Stock2 allegedly caused by defendants\u2019 alleged false and misleading statements. (Mtn. at\n\n 15 18.) The average recovery is estimated to be $0.14 per Marqeta Security before deduction of Court-\n\n 16 approved fees and expenses and costs of notice and claims administration, which results in $0.11 in\n\n 17 net recovery per Marqeta Security after such deductions. 3 (Long Not. \u00b6\u00b6 3, 5; Krajcer Decl. \u00b6 23.)\n\n 18 The settlement fund will be allocated among all Authorized Claimants whose distribution amount is\n\n 19 $10 or greater. (Long Not. \u00b6 66; Krajcer Decl. \u00b6 41.) Under the Amended Settlement Agreement,\n\n 20 each \u201cAuthorized Claimant\u2019s pro rata share shall be the Authorized Claimant\u2019s Recognized Claim\n\n 21 divided by the total of Recognized Claims of all Authorized Claimants, multiplied by the total\n\n 22 amount in the Net Settlement Fund.\u201d (Mtn. at 11; Krajcer Decl. \u00b6 39.) The Long Notice explains that\n\n 23 \u201cit is not possible to make any determination as to how much any individual Settlement Class\n\n 24\n 2\n 25 Unless defined otherwise, all capitalized terms herein have the same meaning as set forth\n in the Amended Settlement Agreement.\n 26 3\n The Long Notice provides that \u201c[e]stimates of the average cost per affected Marqeta\n 27 Security, if the Court approves Lead Counsel\u2019s fee and expense application, is $0.04 per share.\u201d\n Long Not. \u00b6 5. In later communications with the Court, plaintiff\u2019s counsel confirmed that the\n 28 estimated average recovery of $0.11 per eligible Marqeta Security after deductions of costs is a\n result of rounding.\n 3\n\f Case 4:24-cv-08874-YGR Document 82 Filed 09/03/26 Page 4 of 14\n\n\n\n\n 1 Member may receive from the Settlement.\u201d (Long Not. \u00b6 44.) The Amended Settlement Agreement\n\n 2 provides that no amount will revert to defendants. (Amended Settlement Agreement \u00b6 13.)\n\n 3 3. Cy Pres/Remainder\n\n 4 As provided in the Long Notice, to the extent any monies remain in the settlement fund nine\n\n 5 (9) months after the initial distribution, the claims administrator shall re-distribute the remaining\n\n 6 funds, if it is cost-effective to do so, after payment of any unpaid fees and expenses incurred in\n\n 7 administering the settlement. (See Long Not. \u00b6 80; Krajcer Decl. \u00b6 41.) Additional re-distributions\n\n 8 may occur thereafter if cost effective. (Long Not. \u00b6 80; Krajcer Decl. \u00b6 41.) At such time as lead\n\n 9 counsel determines, in consultation with the claims administrator, that re-distribution would no\n\n 10 longer be cost-effective, any remaining balance will be paid to the cy pres recipient, the Public\n\n 11 Justice Foundation. (Krajcer Decl. \u00b6 42.) Ninth Circuit law requires that there be \u201ca driving nexus\n\n 12 between the plaintiff class and the cy pres beneficiaries.\u201d See Tabak v. Apple, Inc., 2024 WL\nNorthern District of California\n United States District Court\n\n\n\n\n 13 4642877, at *7 (N.D. Cal. Oct. 30, 2024) (internal quotation marks and citation omitted).\n\n 14 II. PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT\n\n 15 A. Legal Standard\n\n 16 A court may approve a proposed class action settlement only \u201cafter a hearing and only on\n\n 17 finding that it is fair, reasonable, and adequate,\u201d and that it meets the requirements for class\n\n 18 certification. Fed. R. Civ. P. 23(e)(2). In reviewing the proposed settlement, a court need not address\n\n 19 whether the settlement is ideal or the best outcome, but only whether the settlement is fair, free of\n\n 20 collusion, and consistent with plaintiff\u2019s fiduciary obligations to the class. See Hanlon v. Chrysler\n\n 21 Corp., 150 F.3d 1011, 1027 (9th Cir. 1998). The Hanlon court identified the following factors\n\n 22 relevant to assessing a settlement proposal: (1) the strength of the plaintiff\u2019s case; (2) the risk,\n\n 23 expense, complexity, and likely duration of further litigation; (3) the risk of maintaining class action\n\n 24 status throughout the trial; (4) the amount offered in settlement; (5) the extent of discovery\n\n 25 completed and the stage of the proceeding; (6) the experience and views of counsel; (7) the presence\n\n 26 of a government participant; and (8) the reaction of class members to the proposed settlement. Id. at\n\n 27 1026 (citation omitted); see also Churchill Vill., L.L.C. v. Gen. Elec., 361 F.3d 566, 575 (9th Cir.\n\n 28 2004).\n 4\n\f Case 4:24-cv-08874-YGR Document 82 Filed 09/03/26 Page 5 of 14\n\n\n\n\n 1 Settlements that occur before formal class certification also \u201crequire a higher standard of\n\n 2 fairness.\u201d In re Mego Fin. Corp. Sec. Litig., 213 F.3d 454, 458 (9th Cir. 2000). In reviewing such\n\n 3 settlements, in addition to considering the above factors, a court also must ensure that \u201cthe\n\n 4 settlement is not the product of collusion among the negotiating parties.\u201d In re Bluetooth Headset\n\n 5 Prods. Liab. Litig., 654 F.3d 935, 946-47 (9th Cir. 2011).\n\n 6 B. Class Definition and Basis for Conditional Certification\n\n 7 The Amended Settlement Agreement, attached hereto as Exhibit A, defines the class as:\n [A]ll persons and entities that purchased or otherwise acquired the\n 8 publicly traded Class A common stock of Marqeta, Inc. (\u201cMarqeta\n 9 Common Stock\u201d), and/or purchased or otherwise acquired publicly\n traded call options on such stock (\u201cMarqeta Call Options\u201d), and/or\n 10 wrote publicly traded put options on such stock (\u201cMarqeta Put\n Options\u201d), between February 28, 2024 and November 4, 2024, both\n 11 dates inclusive, and who were damaged thereby.\n 12 (\u201cSettlement Class\u201d or \u201cClass\u201d). (Amended Settlement Agreement \u00b6 1(ww).) The Amended\nNorthern District of California\n United States District Court\n\n\n\n\n 13 Settlement Agreement further excludes from the class definition:\n (a) persons and entities that suffered no compensable losses; and\n 14\n (b)(i) Defendants; (ii) any person who served as a partner, control\n 15 person, officer, and/or director of Marqeta during the Settlement\n Class Period, and members of their Immediate Families; (iii) present\n 16 and former parents, subsidiaries, assigns, successors, affiliates, and\n predecessors of Marqeta; (iv) any entity in which the Defendants\n 17 have or had a controlling interest; (v) any trust of which an\n Individual Defendant is the settlor or which is for the benefit of an\n 18\n Individual Defendant and/or member(s) of their Immediate\n 19 Families; (vi) Defendants\u2019 D&O Insurers; and (vii) the legal\n representatives, heirs, successors, and assigns of any person or entity\n 20 excluded under provisions (i) through (vi) hereof.\n 21 (Id.) \u201cAlso excluded from the Settlement Class are any persons and entities who or which submit a\n\n 22 request for exclusion from the Settlement Class that is accepted by the Court.\u201d (Id.)\n\n 23 The proposed Settlement Class differs from the class alleged in the operative complaint in\n\n 24 two respects. First, the proposed Class specifies that the Marqeta securities subject to the settlement\n\n 25 include only (i) publicly traded Marqeta Class A common stock traded on the NASDAQ under the\n\n 26 symbol \u201cMQ\u201d and (ii) publicly traded put and call options on Marqeta Common Stock, thereby\n\n 27 excluding non-publicly traded Marqeta securities from the settlement. Second, the additional\n\n 28 exclusions help ensure that (i) only investors who were damaged and who wish to be part of the\n 5\n\f Case 4:24-cv-08874-YGR Document 82 Filed 09/03/26 Page 6 of 14\n\n\n\n\n 1 Settlement Class receive compensation and (ii) no defendants benefit from the settlement. (See\n\n 2 Krajcer Decl. \u00b6 18.)\n\n 3 The Court finds that, for purposes of settlement, plaintiff has satisfied the requirements of\n\n 4 Rule 23(a) as well as the requirements for certification under one or more subsections of Rule 23(b).\n\n 5 With respect to numerosity under Rule 23(a)(1), since Marqeta Common Stock was traded\n\n 6 on NASDAQ during the class period, plaintiff contends there \u201care likely thousands of Settlement\n\n 7 Class members.\u201d (Mtn. at 16.) Thus, the Class is so numerous that joinder of all members is\n\n 8 impracticable.\n\n 9 Commonality under Rule 23(a)(2) requires \u201cquestions of law or fact common to the class,\u201d\n\n 10 though all questions of fact and law need not be in common. Hanlon, 150 F.3d at 1026. The focus of\n\n 11 this action\u2014(i) whether defendants made materially false or misleading public statements (ii) with\n\n 12 scienter that (iii) artificially inflated the market price of Marqeta stock, (iv) causing damages\u2014is\nNorthern District of California\n United States District Court\n\n\n\n\n 13 common to all proposed Class members.\n\n 14 Rule 23(a)(3) requires that the plaintiff show that \u201cthe claims or defenses of the\n\n 15 representative parties are typical of the claims or defenses of the class.\u201d Plaintiff\u2019s and members of\n\n 16 the proposed Class\u2019s claims all derive from the same legal theories and set of operative facts\u2014\n\n 17 namely, defendants\u2019 statements and their effects on the market price of Marqeta stock\u2014making\n\n 18 plaintiff\u2019s claims typical of proposed Class members.\n\n 19 With respect to Rule 23(a)(4), the Court finds the representative party and proposed Class\n\n 20 counsel have fairly and adequately represented the interests of the proposed Class. No conflicts of\n\n 21 interest appear as between plaintiff and the members of the proposed Class. Proposed Class counsel\n\n 22 have demonstrated that they have vigorously prosecuted this case in the best interest of plaintiff and\n\n 23 are highly experienced in securities class actions. They are therefore adequate to represent the\n\n 24 proposed Class as well.\n\n 25 The proposed Class further satisfies Rule 23(b)(3) in that common issues\u2014namely,\n\n 26 materiality, loss causation, falsity, and scienter\u2014predominate and \u201ca class action is superior to other\n\n 27 available methods for fairly and efficiently adjudicating\u201d the claims here. After deduction of fees,\n\n 28 costs, and expenses, the estimated average recovery under the Amended Settlement Agreement is\n 6\n\f Case 4:24-cv-08874-YGR Document 82 Filed 09/03/26 Page 7 of 14\n\n\n\n\n 1 approximately $0.11 per eligible Marqeta Security, making litigating individually inefficient and a\n\n 2 waste of judicial resources. (See Long Not. \u00b6 5.)\n\n 3 Based on the foregoing, the proposed Class is conditionally certified pursuant to Rule\n\n 4 23(c).\n\n 5 C. Settlement Agreement Appears Fair and Reasonable\n\n 6 The Amended Settlement Agreement is granted preliminary approval pursuant to Rule\n\n 7 23(e)(2). Based upon the information before the Court, the Amended Settlement Agreement falls\n\n 8 within the range of possible approval as fair, adequate and reasonable, and there is a sufficient\n\n 9 basis for notifying the Class and for setting a fairness and final approval hearing.\n\n 10 The settlement recovery here, representing approximately 5.5\u20138.7% of the maximum\n\n 11 damages that plaintiff\u2019s expert estimated were potentially available in this action, is more than\n\n 12 twice the median percentage recovery in securities class actions with similar damages that have\nNorthern District of California\n United States District Court\n\n\n\n\n 13 settled in the last ten years. (See Mtn. at 1 (citing Edward Flores, Svetlana Starykh, and Ivelina\n\n 14 Velikova, Recent Trends in Securities Class Action Litigation, 2025 Full-Year Review (NERA,\n\n 15 Jan. 21, 2026) at 27 (Fig. 23)).)\n\n 16 As to the Hanlon factors, the Court finds that they indicate the settlement here is fair and\n\n 17 reasonable. Absent the settlement, plaintiff urges that he would still have had to overcome\n\n 18 \u201csubstantial obstacles to proving liability and class-wide damages.\u201d (Mtn. at 7.) This included\n\n 19 surviving the motion to dismiss\u2014which was pending when the parties reached settlement\u2014as\n\n 20 well as class certification and summary judgment. Plaintiff also contends that success with respect\n\n 21 to liability did not assure recovery and would have required a \u201cbattle of the experts\u201d as to loss\n\n 22 causation and damages. (Id. at 8.) Early settlement here avoids costly fact discovery, expert\n\n 23 designations, expert discovery, class certification, motions for summary judgment, and trial, and\n\n 24 there was the possibility of protracted appeals. The Court agrees that counsel for both parties are\n\n 25 highly experienced, and the record does not indicate collusion or self-dealing. See In re Bluetooth,\n\n 26 654 F.3d at 946-47.\n\n 27\n\n 28\n 7\n\f Case 4:24-cv-08874-YGR Document 82 Filed 09/03/26 Page 8 of 14\n\n\n\n\n 1 Thus, the Amended Settlement Agreement appears to have been the product of arm\u2019s length\n\n 2 and informed negotiations. The relief provided for the Class appears to be adequate, taking into\n\n 3 account:\n\n 4 (i) the costs, risks, and delay of trial and appeal;\n\n 5 (ii) the effectiveness of any proposed method of distributing relief to the class, including the\n\n 6 method of processing Class members\u2019 claims;\n\n 7 (iii) the terms of any proposed award of attorneys\u2019 fees, including timing of payment; and\n\n 8 (iv) the parties\u2019 disclosure of their agreement, identified under Rule 23(e)(3), establishing\n\n 9 that \u201cMarqeta may terminate the Settlement if timely and valid requests for exclusion are submitted\n\n 10 by would-be Settlement Class Members who, in the aggregate, purchased 5% or more of the total\n\n 11 number of shares of Marqeta common stock publicly traded during the Settlement Class Period.\u201d\n\n 12 (Dkt. No. 80 at 1.)\nNorthern District of California\n United States District Court\n\n\n\n\n 13 Moreover, the Amended Settlement Agreement appears to treat Class members equitably\n\n 14 relative to each other, which it expressly contemplates. (See Krajcer Decl. \u00b6 31.)\n\n 15 The Amended Settlement Agreement also remedies the Court\u2019s concerns regarding the\n\n 16 prior agreement\u2019s overbroad release language. Under the Amended Settlement Agreement, the\n\n 17 parties agree to release:\n [A]ll claims and causes of action of every nature and description,\n 18 whether known claims or Unknown Claims, whether arising under\n 19 federal, state, common or foreign law, that Plaintiff or any other\n member of the Settlement Class: (i) asserted in the operative\n 20 Complaint (ECF No. 47); or (ii) could have asserted in any forum\n that arise out of both (a) the allegations, transactions, facts, matters,\n 21 events or occurrences, representations or omissions set forth, or\n referred to, in the operative Complaint, and (b) the purchase,\n 22\n acquisition or sale of Marqeta Securities during the Settlement Class\n 23 Period.\u201d\n\n 24 (Amended Settlement Agreement \u00b6 1(qq).)\n\n 25 Based on the foregoing, the Court conditionally certifies the Class and provisionally\n\n 26 appoints the law firm of Glancy Prongay Wolke & Rotter LLP as Class counsel (\u201cClass Counsel\u201d)\n\n 27 and plaintiff Tyler Hogge as Class representative (\u201cClass Representative\u201d).\n\n 28\n 8\n\f Case 4:24-cv-08874-YGR Document 82 Filed 09/03/26 Page 9 of 14\n\n\n\n\n 1 III. PLAN OF NOTICE, ALLOCATION, AND ADMINISTRATION\n\n 2 A. Notice Plan\n\n 3 A court must \u201cdirect notice [of a proposed class settlement] in a reasonable manner to all\n\n 4 class members who would be bound by the proposal.\u201d Fed. R. Civ. P. 23(e)(1). \u201c[T]he class must be\n\n 5 notified of a proposed settlement in a manner that does not systematically leave any group without\n\n 6 notice . . . .\u201d Officers for Justice v. Civil Serv. Comm'n, 688 F.2d 615, 624 (9th Cir. 1982). Adequate\n\n 7 notice must: (1) be the best notice practicable; (2) be reasonably calculated, under the circumstances,\n\n 8 to apprise the class members of the proposed settlement and of their right to object or to exclude\n\n 9 themselves as provided in the settlement agreement; (3) be reasonable and constitute due, adequate,\n\n 10 and sufficient notice to all persons entitled to receive notice; and (4) meet all applicable\n\n 11 requirements of due process and any other applicable requirements under federal law. Phillips\n\n 12 Petroleum Co. v. Shutts, 472 U.S. 797, 812 (1985). Due process requires \u201cnotice reasonably\nNorthern District of California\n United States District Court\n\n\n\n\n 13 calculated, under all the circumstances, to apprise interested parties of the pendency of the action\n\n 14 and afford them an opportunity to present their objections.\u201d Mullane v. Cent. Hanover Bank & Tr.\n\n 15 Co., 339 U.S. 306, 314 (1950).\n\n 16 Under the plan, the parties propose to send by first-class mail individual copies of the\n\n 17 postcard-form notice (\u201cPostcard Notice\u201d), and/or to email a link to the Long Notice and proof of\n\n 18 claim and release form (\u201cClaim Form\u201d) to all Settlement Class members who can be identified\n\n 19 with reasonable efforts, as well as to brokerage firms and other nominees who regularly act as\n\n 20 nominees for beneficial purchasers of stock. (Mtn. at 21.) Contemporaneously, copies of the Long\n\n 21 Notice and Claim Form will be posted on a website to be developed for the settlement, from which\n\n 22 copies of the Long Notice and Claim Form can be downloaded, and where claims can be\n\n 23 submitted online. (Id.) By ten (10) business days after the Postcard Notices are mailed, the\n\n 24 summary-form notice (\u201cSummary Notice\u201d) will be published in the national edition of Investor\u2019s\n\n 25 Business Daily and transmitted once over the PR Newswire. (Id.)\n\n 26 The parties\u2019 proposed notice plan appears to be constitutionally sound in that plaintiff has\n\n 27 made a sufficient showing that it: (1) is the best notice practicable; (2) is reasonably calculated,\n\n 28 under the circumstances, to apprise the Class members of the proposed settlement and of their\n 9\n\f Case 4:24-cv-08874-YGR Document 82 Filed 09/03/26 Page 10 of 14\n\n\n\n\n 1 right to object or to exclude themselves as provided in the Amended Settlement Agreement; (3) is\n\n 2 reasonable and constitutes due, adequate, and sufficient notice to all persons entitled to receive\n\n 3 notice; and (4) meets all applicable requirements of due process and any other applicable\n\n 4 requirements under federal law. Moreover, the amendments to the Long Notice reflected in the\n\n 5 filing at Dkt. No. 81-2 remedy the Court\u2019s prior concerns expressed at the hearing.\n\n 6 The Court approves the forms of the Long Notice, attached hereto as Exhibit A-1 to this\n\n 7 Order; the Summary Notice, attached hereto as Exhibit A-3; and the Postcard Notice, attached\n\n 8 hereto as Exhibit A-4. Taken together, these notices are sufficient to inform Class members of the\n\n 9 terms of the Amended Settlement Agreement, their rights under the Amended Settlement\n\n 10 Agreement, their rights to object to or comment on the Amended Settlement Agreement, their\n\n 11 rights to receive a payment or opt out of the Amended Settlement Agreement, the process for\n\n 12 doing so, and the date and location of the fairness and final approval hearing. The forms of plan of\nNorthern District of California\n United States District Court\n\n\n\n\n 13 notice are therefore APPROVED.\n\n 14 B. Plan of Allocation\n\n 15 The Court preliminarily approves the proposed plan of allocation set forth in the motion\n\n 16 and the Class notices, which proposes an equitable basis to allocate the Net Settlement Fund\n\n 17 among all Class Members who submit an acceptable Claim Form. The plan was developed by\n\n 18 Class Counsel with the assistance of a consulting damages expert and reflects an assessment of\n\n 19 damages that plaintiff contends could have been recovered under his theories of liability. (Id. at\n\n 20 18.) Under the plan, an Authorized Claimant\u2019s pro rata share shall be the Authorized Claimant\u2019s\n\n 21 Recognized Claim divided by the total of Recognized Claims of all Authorized Claimants,\n\n 22 multiplied by the total amount in the Net Settlement Fund. 4 (Id. at 11; Krajcer Decl. \u00b6 39.) If the\n\n 23 prorated payment to be distributed to any Authorized Claimant is less than $10.00, no distribution\n\n 24 will be made to that Authorized Claimant because such distribution is anticipated to be cost-\n\n 25\n\n 26 4\n Settlement proceeds available for Marqeta Call Options purchased during the Settlement\n 27 Class Period and Marqeta Put Options written during the Settlement Class Period shall be limited\n to one percent of the Net Settlement Fund because call and put option trading accounted for\n 28 approximately one percent of total dollar trading volume for Marqeta Securities during the\n Settlement Class Period. Krajcer Decl. \u00b6\u00b6 38 & 38 n.5.\n 10\n\f Case 4:24-cv-08874-YGR Document 82 Filed 09/03/26 Page 11 of 14\n\n\n\n\n 1 prohibitive. (Krajcer Decl. \u00b6 41.) The claims administrator will review and process the claims\n\n 2 under the supervision of Class Counsel and will provide claimants with an opportunity to cure any\n\n 3 deficiencies in their claim(s) or request review of the denial of their claim(s) by the Court. (Mtn. at\n\n 4 23.)\n\n 5 In connection therewith, the Court approves the Claim Form, attached hereto as Exhibit A-\n\n 6 2. The Claim Form must be received by no later than December 31, 2026 for the Class member to\n\n 7 be eligible to receive a distribution from the settlement fund.\n\n 8 C. Claims Administrator\n\n 9 Epiq Class Action and Claims Solutions, Inc. is appointed to act as the claims\n\n 10 administrator (\u201cClaims Administrator\u201d), pursuant to the terms set forth in the Amended Settlement\n\n 11 Agreement.\n\n 12 The Claims Administrator shall distribute the Class notice according to the notice plan\nNorthern District of California\n United States District Court\n\n\n\n\n 13 described in the Amended Settlement Agreement and substantially in the form approved herein, by\n\n 14 no later than October 2, 2026. Proof of distribution of the Class notice shall be filed by the parties\n\n 15 in conjunction with the motion for final approval.\n\n 16 Defendant Marqeta is directed to provide the Claims Administrator with record\n\n 17 shareholder lists in electronic format (consisting of names, addresses and, if available, email\n\n 18 addresses), as specified by the Amended Settlement Agreement, no later than September 11, 2026.\n\n 19 (Amended Settlement Agreement \u00b6 19; Dkt. No. 71-3 \u00b6 21.)\n\n 20 D. Exclusion/Opt-Out\n\n 21 Any Class member shall have the right to be excluded from the Class by mailing a request\n\n 22 for exclusion to the Claims Administrator, provided it is received by no later than December 22,\n\n 23 2026. Requests for exclusion must be in writing and (i) state the name, address, and telephone\n\n 24 number of the person or entity requesting exclusion, and in the case of entities, the name and\n\n 25 telephone number of the appropriate contact person; (ii) state that such person or entity \u201crequests\n\n 26 exclusion from the Settlement Class in In Re Marqeta, Inc. Securities Litigation, Case No. 4:24-\n\n 27 cv-08874-YGR\u201d; and (iii) be signed by the person or entity requesting exclusion or an authorized\n\n 28 representative. (Krajcer Decl. \u00b6 62; Long Not. \u00b6 84.) In addition, a request for exclusion must state\n 11\n\f Case 4:24-cv-08874-YGR Document 82 Filed 09/03/26 Page 12 of 14\n\n\n\n\n 1 the number and type of Marqeta securities that the person or entity requesting exclusion\n\n 2 purchased, acquired, wrote, and sold during the Settlement Class Period, as well as the dates and\n\n 3 prices of each such purchase/acquisition and sale/writing. (Krajcer Decl. \u00b6 62; Long Not. \u00b6 84.)\n\n 4 No later than 7 days before final hearing, Class Counsel shall file with the Court a list of\n\n 5 all persons or entities that have timely requested exclusion from the Class, as provided in the\n\n 6 Amended Settlement Agreement.\n\n 7 Any Class member who does not request exclusion from the Settlement Class as provided\n\n 8 above shall be bound by the terms and provisions of the Amended Settlement Agreement upon its\n\n 9 final approval, including but not limited to the releases, waivers, and covenants described in the\n\n 10 Amended Settlement Agreement, whether or not such person or entity objected to the Amended\n\n 11 Settlement Agreement and whether or not such person or entity makes a claim upon the settlement\n\n 12 funds.\nNorthern District of California\n United States District Court\n\n\n\n\n 13 E. Objections\n\n 14 Any Class member who does not submit a timely request for exclusion from the Amended\n\n 15 Settlement Agreement shall have the right to object to (1) the Amended Settlement Agreement, (2)\n\n 16 the plan of allocation; and/or (3) Class Counsel\u2019s motion for attorneys\u2019 fees and expenses,\n\n 17 including the proposed reimbursement to the Class Representative pursuant to the PSLRA, by\n\n 18 filing a written objection with the Court and stating whether they intend to appear at the fairness\n\n 19 hearing, as set forth in the Class notice, by no later than December 22, 2026. Failure to submit a\n\n 20 timely written objection will preclude consideration of the Class member\u2019s later objection at the\n\n 21 time of the fairness hearing.\n\n 22 F. Attorneys\u2019 Fees, Costs, and Class Representative Reimbursement\n\n 23 Class Representative and Class Counsel shall file their motion for attorneys\u2019 fees and\n\n 24 expenses, including for reimbursement to the Class Representative, by no later than November 17,\n\n 25 2026. Each Settlement Class member shall have the right to object to the motion by filing a\n\n 26 written objection with the Court no later than December 22, 2026.\n\n 27\n\n 28\n 12\n\f Case 4:24-cv-08874-YGR Document 82 Filed 09/03/26 Page 13 of 14\n\n\n\n\n 1 G. Fairness and Final Approval Hearing\n\n 2 All briefs, memoranda and papers in support of final approval of the settlement shall be\n\n 3 filed no later than November 17, 2026.\n\n 4 The Court will conduct a fairness and final approval hearing on Tuesday, January 12, 2027\n\n 5 at 9:00 a.m. PT, to determine whether the Amended Settlement Agreement should be granted final\n\n 6 approval as fair, reasonable, and adequate as to the Class. The Court will hear all evidence and\n\n 7 argument necessary to evaluate the Amended Settlement Agreement and will consider Class\n\n 8 Counsel\u2019s motion for attorneys\u2019 fees and expenses, including for reimbursement to the Class\n\n 9 Representative.\n\n 10 Class members may appear, by counsel or on their own behalf, to be heard in support of or\n\n 11 in opposition to the Amended Settlement Agreement and Class Counsel\u2019s motion for fees and\n\n 12 expenses by filing a notice of intention to appear by no later than January 5, 2027.\nNorthern District of California\n United States District Court\n\n\n\n\n 13 The Court reserves the right to continue the date of the final approval hearing without\n\n 14 further notice to Class members.\n\n 15 The Court retains jurisdiction to consider all further applications arising out of or in\n\n 16 connection with the settlement.\n\n 17 H. Post-Distribution Accounting\n\n 18 If final approval is granted, the parties will be required to file a post-distribution\n\n 19 accounting in accordance with this District\u2019s Procedural Guidance for Class Action Settlements\n\n 20 and at a date set by the Court at the time of the final approval hearing. Counsel should prepare\n\n 21 accordingly.\n\n 22 Summary of Key Dates\n Event Date\n 23 Marqeta to provide the Claims Administrator with record September 11, 2026\n shareholder lists in electronic format (consisting of names,\n 24 addresses and, if available, email addresses)\n 25 Distribution of Class notice (\u201cNotice Date\u201d) October 2, 2026\n Deadline for publishing Summary Notice October 19, 2026\n 26 Class Counsel to file motion for attorneys\u2019 fees and November 17, 2026\n expenses, including for Class Representative\n 27 reimbursement\n Motion for final approval to be filed by November 17, 2026\n 28 Deadline for receipt of objection or request for exclusion December 22, 2026\n 13\n\f Case 4:24-cv-08874-YGR Document 82 Filed 09/03/26 Page 14 of 14\n\n\n\n Deadline for receipt of Claim Form December 31, 2026\n 1 Class Counsel and Claims Administrator to submit January 5, 2027\n supplemental statements regarding status of notice\n 2 program, objections, opt-outs\n Fairness and final approval hearing January 12, 2027 at\n 3 9:00 a.m. PT\n 4 NOTE: Subject to\n change without\n 5 further notice to the\n Class.\n 6\n\n 7 IT IS SO ORDERED.\n 8 This terminates Docket No. 70.\n 9\n Dated: September 3, 2026\n 10 YVONNE GONZALEZ ROGERS\n CHIEF UNITED STATES DISTRICT JUDGE\n 11\n\n 12\nNorthern District of California\n United States District Court\n\n\n\n\n 13\n\n 14\n\n 15\n\n 16\n\n 17\n\n 18\n\n 19\n\n 20\n\n 21\n\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n\n 28\n 14\n\f","ocr_status":2,"date_upload":"2026-09-10T20:05:13.170208-07:00","document_number":"82","attachment_number":null,"pacer_doc_id":"035027600453","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Order on Motion for 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PRONGAY (#270796)\n 2 JASON L. KRAJCER (#234235)\n CHRISTOPHER R. FALLON (#235684)\n 3\n 1925 Century Park East, Suite 2100\n 4 Los Angeles, CA 90067\n Telephone: (310) 201-9150\n 5 Facsimile: (310) 201-9160\n Email: rprongay@glancylaw.com\n 6 jkrajcer@glancylaw.com\n 7 cfallon@glancylaw.com\n\n 8 Lead Counsel for Lead Plaintiff Tyler Hogge\n and the Proposed Settlement Class\n 9\n\n10 UNITED STATES DISTRICT COURT\n NORTHERN DISTRICT OF CALIFORNIA\n11\n\n12 IN RE MARQETA, INC. SECURITIES Civil Action No. 4:24-cv-08874-YGR\n LITIGATION\n13 LEAD PLAINTIFF\u2019S NOTICE OF\n UNOPPOSED MOTION AND\n14 MOTION FOR PRELIMINARY\n15 APPROVAL OF CLASS ACTION\n SETTLEMENT; MEMORANDUM\n16 OF POINTS AND AUTHORITIES IN\n SUPPORT THEREOF\n17\n Hearing Date: July 28, 2026\n18 Time: 9:00 a.m.\n19 Location: Courtroom 1, 4th Floor\n Judge: Hon. Yvonne Gonzalez Rogers\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n27\n\n28\n\n\n MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 2 of 36\n\n\n\n\n 1 TABLE OF CONTENTS\n\n 2\n NOTICE OF UNOPPOSED MOTION AND MOTION .................................................................. 1\n 3\n I. PRELIMINARY STATEMENT ........................................................................................... 1\n 4\n II. SUMMARY OF LITIGATION AND PROCEDURAL HISTORY ..................................... 2\n 5\n III. STANDARDS FOR PRELIMINARY APPROVAL UNDER RULE 23(e) ........................ 4\n 6\n IV. ARGUMENT ........................................................................................................................ 5\n 7\n\n 8 A. The Settlement is Fair, Reasonable, and Adequate in Light of the Factors Outlined\n by Rule 23(e)(2) and the Remaining Hanlon Factors ............................................... 5\n 9\n 1. Plaintiff and Lead Counsel Adequately Represented the Settlement Class .. 5\n10\n 2. The Settlement is the Result of Arms\u2019-Length Negotiations ........................ 6\n11\n 3. The Settlement is an Excellent Result for the Settlement Class in Light of the\n12 Benefits of the Settlement and the Risks of Continued Litigation ................ 6\n13 (a) The Strength of Plaintiff\u2019s Case and Risk of Continued Litigation .. 7\n14\n (b) Risks of Maintaining Class Action Status ......................................... 9\n15\n 4. Rule 23(e)(2)(C)(iii)-(iv) ............................................................................. 10\n16\n 5. The Settlement Treats All Settlement Class Members Equitably Relative To\n17 Each Other ................................................................................................... 11\n18 6. The Remaining Hanlon Factors Are Neutral Or Weigh In Favor Of\n Preliminary Approval .................................................................................. 12\n19\n\n20 V. CLASS CERTIFICATION IS APPROPRIATE FOR SETTLEMENT PURPOSES ........ 14\n\n21 A. The Settlement Class Is Sufficiently Numerous ..................................................... 16\n\n22 B. Common Questions of Law Or Fact Exist .............................................................. 16\n\n23 C. Plaintiff\u2019s Claims Are Typical of Those of the Settlement Class ........................... 17\n\n24 D. Plaintiff and Lead Counsel Adequately Represent the Settlement Class ................ 17\n25 E. The Predominance and Superiority Requirements Are Satisfied ............................ 17\n26 VI. THE PLAN OF ALLOCATION IS FAIR AND REASONABLE ..................................... 18\n27\n VII. THE NOTICE PROGRAM SATISFIES RULE 23, DUE PROCESS, AND PSLRA ....... 20\n28\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT i\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 3 of 36\n\n\n\n\n 1 A. Retention of Epiq Global......................................................................................... 20\n\n 2 B. The Method of Notice is Adequate ......................................................................... 21\n 3 C. The Content of Notice is Adequate ......................................................................... 22\n 4 D. Claims Processing ................................................................................................... 23\n 5\n E. Estimated Notice and Administrative Costs............................................................ 23\n 6\n VIII. ATTORNEYS\u2019 FEES, LITIGATION EXPENSES AND PLAINTIFF\u2019S EXPENSES ..... 23\n 7\n IX. CONCLUSION ................................................................................................................... 25\n 8\n\n 9\n\n10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n27\n\n28\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT ii\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 4 of 36\n\n\n\n\n 1\n TABLE OF AUTHORITIES\n 2\n\n 3 CASES\n\n 4 Ali v. Franklin Wireless Corp.,\n\n 5 2024 WL 5179910 (S.D. Cal. Dec. 19, 2024) ............................................................................... 9\n\n 6 Amchem Prods., Inc. v. Windsor,\n 521 U.S. 591 (1997) .............................................................................................................. 15, 18\n 7\n Baker v. SeaWorld Ent., Inc.,\n 8\n 2020 WL 818893 (S.D. Cal. Feb. 19, 2020) ............................................................................... 21\n 9\n Barani v. Wells Fargo Bank, N.A.,\n10 2014 WL 1389329 (S.D. Cal. Apr. 9, 2014) ............................................................................... 21\n\n11 Blackie v. Barrack,\n 524 F.2d 891 (9th Cir. 1975) ....................................................................................................... 15\n12\n\n13 Christine Asia Co., Ltd. v. Yun Ma,\n 2019 WL 5257534 (S.D.N.Y. Oct. 16, 2019) ............................................................................... 8\n14\n Churchill Vill., L.L.C. v. Gen. Elec.,\n15 361 F.3d 566 (9th Cir. 2004) ......................................................................................................... 5\n16\n Cullen v. RYVYL Inc.,\n17 2025 WL 3731036 (S.D. Cal. Dec. 19, 2025) ........................................................................... 8, 9\n\n18 Gross v. GFI Grp., Inc.,\n 784 F. App\u2019x. 27 (2d Cir. Sept. 13, 2019)..................................................................................... 8\n19\n\n20 Hanlon v. Chrysler Corp.,\n 150 F.3d 1011 (9th Cir. 1998) .............................................................................................. passim\n21\n Hefler v. Wells Fargo & Co.,\n22 2018 WL 6619983 (N.D. Cal. Dec. 18, 2018) .......................................................... 10, 12, 13, 25\n23 In re Adobe Sys., Inc. Sec. Litig.,\n\n24 139 F.R.D. 150 (N.D. Cal. 1991) ................................................................................................ 16\n\n25 In re Advanced Battery Techs., Inc. Sec. Litig.,\n 298 F.R.D. 171 (S.D.N.Y. 2014)................................................................................................. 21\n26\n In re American Apparel, Inc. Shareholder Litig.,\n27 2014 WL 10212865 (C.D. Cal. July 28, 2014) ........................................................................... 24\n28\n\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT iii\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 5 of 36\n\n\n\n\n 1 In re Amgen Inc. Sec. Litig.,\n 2016 WL 10571773 (C.D. Cal. Oct. 25, 2016) ............................................................................. 8\n 2\n In re AOL Time Warner, Inc. Sec. & ERISA Litig.,\n 3\n 2006 WL 903236 (S.D.N.Y. Apr. 6, 2006) ............................................................................. 7, 10\n 4\n In re Apple Inc. Sec. Litig.,\n 5 2024 WL 4246282 (N.D. Cal. Sept. 18, 2024)............................................................................ 25\n 6 In re BankAtlantic Bancorp, Inc.,\n 2011 WL 1585605 (S.D. Fla. Apr. 25, 2011)................................................................................ 9\n 7\n\n 8 In re Biolase, Inc. Sec. Litig.,\n 2015 WL 12720318 (C.D. Cal. Oct. 13, 2015) ........................................................................... 14\n 9\n In re BofI Holding, Inc. Sec. Litig.,\n10 2022 WL 9497235 (S.D. Cal. Oct. 14, 2022).............................................................................. 11\n11\n In re Bridgepoint Educ., Inc. Sec. Litig.,\n12 2015 WL 224631 (S.D. Cal. Jan. 15, 2015) ................................................................................ 17\n\n13 In re Cendant Corp. Litig.,\n 264 F.3d 201 (3d Cir. 2001) .......................................................................................................... 8\n14\n\n15 In re China Med. Corp. Sec. Litig.,\n 2013 WL 12126754 (C.D. Cal. May 16, 2013)........................................................................... 16\n16\n In re Cooper Cos. Sec. Litig.,\n17 254 F.R.D. 628 (C.D. Cal. 2009) ................................................................................................ 16\n18 In re FibroGen, Inc., Sec. Litig.,\n\n19 2025 WL 3526822 (N.D. Cal. Dec. 9, 2025) .............................................................................. 20\n\n20 In re Gilat Satellite Networks, Ltd.,\n 2007 WL 2743675 (E.D.N.Y. Sept. 18, 2007) .............................................................................. 8\n21\n In re GSE Bonds Antitrust Litig.,\n22\n 414 F. Supp. 3d 686 (S.D.N.Y. 2019) ........................................................................................... 9\n23\n In re Heritage Bond Litig.,\n24 2005 WL 1594403 (C.D. Cal. June 10, 2005)............................................................................. 14\n\n25 In re Juniper Networks, Inc. Sec. Litig.,\n 264 F.R.D. 584 (N.D. Cal. 2009) ................................................................................................ 16\n26\n27 In re Lidoderm Antitrust Litig.,\n 2018 WL 4620695 (N.D. Cal. Sept. 20, 2018)............................................................................ 24\n28\n\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT iv\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 6 of 36\n\n\n\n\n 1 In re Mego Fin. Corp. Sec. Litig.,\n 213 F.3d 454 (9th Cir. 2000) ................................................................................................. 13, 24\n 2\n In re Mut. Funds Inv. Litig.,\n 3\n 2010 WL 2342413 (D. Md. May 19, 2010) ................................................................................ 21\n 4\n In re N.C.A.A. Athletic Grant-in-Aid Cap Antitrust Litig.,\n 5 2017 WL 6040065 (N.D. Cal. Dec. 6, 2017) .............................................................................. 25\n 6 In re Omnivision Tech., Inc.,\n 559 F. Supp. 2d 1035 (N.D. Cal. 2008) ............................................................................ 9, 18, 24\n 7\n\n 8 In re Pac. Enters. Sec. Litig.,\n 47 F.3d 373 (9th Cir. 1995) ................................................................................................... 10, 24\n 9\n In re Silver Wheaton Corp. Sec. Litig.,\n10 2017 WL 2039171 (C.D. Cal. May 11, 2017)............................................................................. 17\n11\n In re Stable Road Acquisition Corp. Sec. Litig.,\n12 2025 WL 924929 (C.D. Cal. March 24, 2025) ........................................................................... 20\n\n13 In re Stable Road Acquisition Corp.,\n 2024 WL 3643393 (C.D. Cal. Apr. 23, 2024) ........................................................... 11, 12, 18, 20\n14\n\n15 In re Tezos Sec. Litig.,\n 2020 WL 13699946 (N.D. Cal. Aug. 28, 2020) .......................................................................... 11\n16\n In re Volkswagen \u201cClean Diesel\u201d Mktg., Sales Pracs., & Prod. Liab. Litig.,\n17 2019 WL 2077847 (N.D. Cal. May 10, 2019) ............................................................................ 12\n18 In re Washington Public Power Supply Sys. Sec. Litig.,\n\n19 19 F.3d 1291 (9th Cir. 1994) ....................................................................................................... 24\n\n20 In re Zynga Inc. Sec. Litig.,\n 2015 WL 6471171 (N.D. Cal. Oct. 27, 2015) ............................................................................. 16\n21\n Knapp v. Art.com, Inc.,\n22\n 283 F. Supp. 3d 823 (N.D. Cal. 2017) .......................................................................................... 7\n23\n Marshall v. Northrop Grumman Corp.,\n24 2020 WL 5668935 (C.D. Cal. Sept. 18, 2020) ............................................................................ 24\n\n25 Middlesex Cnty. Ret. Sys. v. Semtech Corp.,\n 2010 WL 11507255 (C.D. Cal. Aug. 27, 2010) .......................................................................... 17\n26\n27 Mild v. PPG Indus., Inc.,\n 2019 WL 3345714 (C.D. Cal. July 25, 2019) ........................................................................... 5, 6\n28\n\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT v\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 7 of 36\n\n\n\n\n 1 Multi-Ethnic Immigrant Workers Org. Network v. City of Los Angeles,\n 2009 WL 9100391 (C.D. Cal. June 24, 2009)............................................................................. 24\n 2\n Nat\u2019l Rural Telecomm. Coop. v. DIRECTV, Inc.,\n 3\n 221 F.R.D. 523 (C.D. Cal. 2004) ............................................................................................ 7, 14\n 4\n Officers for Justice v. Civ. Serv. Comm.,\n 5 688 F.2d 615 (N.D. Cal. 1982) .................................................................................................... 12\n 6 Paul, Johnson, Alston & Hunt v. Graulty,\n 886 F.2d 268 (9th Cir. 1989) ....................................................................................................... 24\n 7\n\n 8 Persky v. Turley,\n 1991 WL 329564 (D. Ariz. Dec. 20, 1991) ................................................................................. 17\n 9\n Robbins v. Koger Props., Inc.,\n10 116 F.3d 1441 (11th Cir. 1997) ..................................................................................................... 9\n11\n Rodriguez v. W. Publ\u2019g Corp.,\n12 563 F.3d 948 (9th Cir. 2009) ......................................................................................................... 6\n\n13 Romero v. Producers Dairy Foods, Inc.,\n 2007 WL 3492841 (E.D. Cal. Nov. 14, 2007) ............................................................................ 24\n14\n\n15 Silverman v. Motorola Sols., Inc.,\n 739 F.3d 956 (7th Cir. 2013) ....................................................................................................... 13\n16\n Sudunagunta v. NantKwest, Inc.,\n17 2019 WL 2183451 (C.D. Cal. May 13, 2019)............................................................................... 6\n18 Vaccaro v. New Source Energy Partners L.P.,\n\n19 2017 WL 6398636 (S.D.N.Y. Dec. 14, 2017) ............................................................................. 14\n\n20 Vikram v. First Student Management, LLC,\n 2019 WL 1084169 (N.D. Cal. March 7, 2019) ........................................................................... 12\n21\n Vinh Nguyen v. Radient Pharms. Corp.,\n22\n 287 F.R.D. 563 (C.D. Cal. 2012) ................................................................................................ 16\n23\n Wolin v. Jaguar Land Rover N. Am., LLC,\n24 617 F.3d 1168 (9th Cir. 2010) ..................................................................................................... 15\n\n25 Wong v. Arlo Techs., Inc.,\n 2021 WL 1146042 (N.D. Cal. Mar. 25, 2021) ...................................................................... 5, 6, 7\n26\n27 Yang v. Focus Media Holding Ltd.,\n 2014 WL 4401280 (S.D.N.Y. Sept. 4, 2014) .............................................................................. 11\n28\n\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT vi\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 8 of 36\n\n\n\n\n 1 Yaron v. Intersect ENT, Inc.,\n 2021 WL 5150052 (N.D. Cal. Nov. 5, 2021) .............................................................................. 20\n 2\n STATUTES\n 3\n 15 U.S.C. \u00a7 78u-4(a)(4) ............................................................................................................. 12, 25\n 4\n\n 5 15 U.S.C. \u00a7 78u-4(a)(7) ................................................................................................................... 22\n\n 6 28 U.S.C. \u00a7 1715 (2005) ................................................................................................................. 22\n\n 7 RULES\n\n 8 FED. R. CIV. P. 23 ..................................................................................................................... passim\n\n 9\n\n10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n27\n\n28\n\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT vii\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 9 of 36\n\n\n\n\n 1 NOTICE OF UNOPPOSED MOTION AND MOTION\n FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT\n 2\n TO: ALL PARTIES AND THEIR ATTORNEYS OF RECORD:\n 3\n PLEASE TAKE NOTICE that on July 28, 2026, at 9:00 a.m., in Courtroom 1 (4th Floor),\n 4\n or as soon thereafter as the matter may be heard, Lead Plaintiff Tyler Hogge (\u201cPlaintiff\u201d) will, and\n 5\n hereby does, move the Honorable Yvonne Gonzalez Rogers, United States District Judge, at the\n 6\n United States District Court for the Northern District of California, 1301 Clay Street, Oakland, CA\n 7\n 94612, pursuant to Rule 23(e)(1) of the Federal Rules of Civil Procedure, for entry of the [Proposed]\n 8\n Order Preliminarily Approving Settlement and Providing Notice (\u201cPreliminary Approval Order\u201d)\n 9\n submitted herewith.1\n10\n As set forth in the memorandum of law, in accordance with Federal Rule of Civil Procedure\n11\n 23(e), the proposed Settlement is within the range of what could be found to be fair, reasonable, and\n12\n adequate, such that notice of the Settlement\u2019s terms is appropriate and may be disseminated to\n13\n members of the proposed Settlement Class. Accordingly, Plaintiff requests that the Court: (i) grant\n14\n preliminary approval of the proposed Settlement of this Action on the terms set forth in the\n15\n Stipulation of Settlement and exhibits thereto; (ii) approve the form and manner of giving notice of\n16\n the proposed Settlement to the Settlement Class; (iii) preliminarily certify the Settlement Class, and\n17\n appoint Plaintiff as the class representative and Lead Counsel as class counsel for the Settlement\n18\n Class; and (iv) set a hearing date to finally determine whether the proposed Settlement, proposed\n19\n Plan of Allocation, and Lead Counsel\u2019s motion for an award of attorneys\u2019 fees and Litigation\n20\n Expenses should be approved.\n21\n The motion is based on the following memorandum, the Krajcer Declaration and exhibits\n22\n thereto, including the Stipulation and further exhibits thereto, all prior pleadings and papers in this\n23\n Action; and such additional information or argument as may be required by the Court.\n24\n\n25\n 1\n All capitalized terms, unless otherwise defined herein, have the same meaning as set forth in the\n26 Stipulation and Agreement of Settlement dated June 17, 2026 (\u201cStipulation\u201d). A true and correct\n copy of the Stipulation and its exhibits are attached as Exhibit 1 to the Declaration of Jason L.\n27 Krajcer in Support of Motion for Preliminary Approval of Class Action Settlement (the \u201cKrajcer\n\n28 Declaration\u201d). Unless otherwise noted, all citations herein to \u201c\u00b6__\u201d and \u201cEx. __\u201d refer, respectively,\n to paragraphs in, and exhibits to, the Krajcer Declaration.\n\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 1\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 10 of 36\n\n\n\n\n 1 MEMORANDUM OF POINTS AND AUTHORITIES\n\n 2 I. PRELIMINARY STATEMENT\n\n 3 The proposed Settlement will resolve all claims against Defendants in exchange for a non-\n\n 4 reversionary, all cash payment of $13,000,000 (the \u201cSettlement Amount\u201d) for the benefit of the Settlement\n\n 5 Class. This is an excellent result for the Settlement Class, representing a recovery of approximately 5.5-\n\n 6 8.7% of the maximum damages related to the pending claims, which is more than twice the median\n\n 7 percentage recovery in securities class actions with similar damages that have settled in the last ten years.2\n\n 8 For this reason, and as further discussed herein, the Settlement is substantively fair.\n\n 9 The Settlement was also achieved in a procedurally fair manner. By the time the Settlement was\n\n10 reached, Plaintiff and his counsel were well informed about the strengths and weaknesses of his claims\n\n11 and Defendants\u2019 defenses. Prior to reaching the Settlement, Lead Counsel, inter alia:\n\n12 \u2022 conducted an extensive investigation into Defendants\u2019 allegedly wrongful acts, which included\n working with a private investigator to interview former Marqeta employees, and consulting\n13 with experts in the fields of loss causation and damages;\n14 \u2022 drafted the comprehensive 80-page (207 paragraph) Amended Complaint (the \u201cComplaint\u201d)\n based on their research and investigation;\n15\n \u2022 engaged in substantial briefing opposing Defendants\u2019 motion to dismiss;\n16\n \u2022 participated in a full-day, in-person mediation session overseen by a highly experienced third-\n17 party mediator, Robert A. Meyer, Esq. of JAMS (the \u201cMediator\u201d), which involved an exchange\n of written submissions concerning the facts of the case, liability and damages, and that resulted\n18 in a mediator\u2019s recommendation to settle the Action for $13 million; and\n19 \u2022 conducted significant due diligence discovery to further evaluate the fairness, reasonableness,\n and adequacy of the Parties\u2019 agreement in principle to resolve the Action, which included a\n20 review and analysis of over 12,000 pages of documents produced by Marqeta concerning the\n matters alleged in the Complaint, and a confirmatory interview with a senior Marqeta\n21 employee. See \u00b6\u00b66-13.\n22 As discussed in detail below, Plaintiff and Lead Counsel believe the proposed Settlement meets\n23 the standards for preliminary approval and is in the best interests of the putative Settlement Class.\n\n24 Accordingly, Plaintiff respectfully requests that the Court grant preliminary approval of the Settlement and\n\n25 enter the Preliminary Approval Order. Defendants do not oppose Plaintiff\u2019s request.\n\n26\n27\n 2\n28 See Ex. 2 (Edward Flores, Svetlana Starykh, and Ivelina Velikova, Recent Trends in Securities Class\n Action Litigation, 2025 Full-Year Review (NERA, Jan. 21, 2026)) (\u201cNERA Report\u201d), at 27 (Fig. 23).\n\n MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT 1\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 11 of 36\n\n\n\n\n 1 II. SUMMARY OF LITIGATION AND PROCEDURAL HISTORY\n\n 2 Plaintiff asserts claims on behalf of a putative class of investors pursuant to Section 10(b) of\n\n 3 the Securities Exchange Act of 1934 (the \u201cExchange Act\u201d) and Rule 10b-5 promulgated thereunder,\n\n 4 against Defendants Marqeta, Inc. (\u201cMarqeta\u201d), Simon Khalaf, its Chief Executive Officer, and\n\n 5 Michael Milotich, its Chief Financial Officer. Plaintiff alleges that between February 28, 2024 and\n\n 6 November 4, 2024 (the \u201cSettlement Class Period\u201d), investors were misled by statements Defendants\n\n 7 made regarding Marqeta\u2019s speed of operations and improvements in the time it took to launch new\n\n 8 programs and the strengths of Marqeta\u2019s regulatory compliance capabilities and its level of\n\n 9 investment in regulatory compliance.\n\n10 The Action was initiated on December 9, 2024, with the filing of a class action complaint\n\n11 styled Wai v. Marqeta, Inc. et al., Case No. 4:24-cv-08874-YGR (\u201cWai\u201d). ECF No. 1. On\n\n12 December 10, 2024, a substantially similar class action complaint was filed in the Court, styled Ford\n\n13 v. Marqeta, Inc. et al., Case No. 4:24-cv-08892-YGR (\u201cFord\u201d). On February 7, 2025, Tyler Hogge\n\n14 filed a motion pursuant to the Private Securities Litigation Reform Act of 1995 (\u201cPSLRA\u201d) to be\n\n15 appointed lead plaintiff in the Action. ECF No. 20. On March 11, 2025, the Court consolidated\n\n16 Wai and Ford and recaptioned the consolidated action as In re Marqeta, Inc. Securities Litigation,\n\n17 Case No. 24-cv-08874-YGR, appointed Mr. Hogge to serve as Lead Plaintiff, and approved his\n\n18 selection of Glancy Prongay & Murray LLP to serve as Lead Counsel.3 ECF No. 38.\n\n19 Following Lead Counsel\u2019s appointment, counsel conducted a comprehensive investigation\n\n20 into defendants\u2019 allegedly wrongful acts, which included, among other things: (1) reviewing and\n\n21 analyzing (a) Marqeta\u2019s filings with the U.S. Securities and Exchange Commission (\u201cSEC\u201d),\n\n22 (b) public reports, research reports prepared by securities and financial analysts, and news articles\n\n23 concerning Marqeta, increased regulatory scrutiny facing banks that service the fintech industry and\n\n24 the consent orders entered into by some of those banks, (c) Marqeta\u2019s investor call transcripts, press\n\n25 releases and other public statements made by the Defendants prior to, during, and after the Settlement\n\n26 Class Period, and (d) other publicly available material related to Marqeta; (2) retaining and working\n27\n 3\n28 In January 2026, Glancy Prongay & Murray LLP changed its name to Glancy Prongay Wolke &\n Rotter LLP. See ECF No. 65.\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 2\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 12 of 36\n\n\n\n\n 1 with a private investigator who conducted an investigation that involved, inter alia, numerous\n\n 2 interviews of former Company employees and other sources of relevant information; and\n\n 3 (3) consulting with a damages and loss causation expert. On April 10, 2025, Plaintiff filed and\n\n 4 served his Amended Complaint (the \u201cComplaint\u201d) based on this investigation. ECF No. 47.\n\n 5 Defendants moved to dismiss the Complaint on May 15, 2025. ECF No. 51. Plaintiff filed\n\n 6 his opposition brief on June 20, 2025 (ECF No. 55), and Defendants filed their reply on July 11,\n\n 7 2025. ECF No. 59. On September 2, 2025, the Parties filed a stipulation to continue the hearing on\n\n 8 the motion to dismiss to January 13, 2026, or some date thereafter, given that the Parties had agreed\n\n 9 to participate in a mediation in an attempt to resolve the Action. The Court entered the proposed\n\n10 order that same day. ECF Nos. 61-62.\n\n11 On November 3, 2025, Lead Counsel and Defendants\u2019 Counsel participated in a full-day, in-\n\n12 person mediation session with their agreed Mediator. In advance of that session, the Parties\n\n13 exchanged, and provided to the Mediator, detailed mediation statements and exhibits, which\n\n14 addressed the issues of both liability and damages. The mediation culminated in Mr. Meyer making\n\n15 a mediator\u2019s recommendation to resolve the Action for $13,000,000 in cash for the benefit of the\n\n16 Settlement Class, which the Parties accepted. The agreement in principle to settle the Action was\n\n17 memorialized in a term sheet dated November 3, 2025 (the \u201cTerm Sheet\u201d). The Term Sheet set\n\n18 forth, among other things, the Parties\u2019 agreement to settle and release all claims asserted against\n\n19 Defendants in the Action in return for a cash payment by or on behalf of Defendants in the amount\n\n20 of $13,000,000 for the benefit of the Settlement Class, subject to certain terms and conditions, and\n\n21 contemplates the execution of a customary \u201clong form\u201d stipulation and agreement of settlement and\n\n22 related papers.\n\n23 As provided for in the Term Sheet, and as a condition of the Settlement, Defendants agreed\n\n24 to a due diligence discovery process to enable Plaintiff to evaluate representations made during the\n\n25 mediation process and to further assess the fairness, reasonableness, and adequacy of the proposed\n\n26 Settlement. On December 3, 2025, the Parties entered into a stipulation providing for, inter alia,\n27 the confidential treatment of the discovery materials to be produced by Defendants, and the use of\n\n28 such materials only in the context of this settlement. From December 3, 2025, to January 2, 2026,\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 3\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 13 of 36\n\n\n\n\n 1 Defendants produced nearly 12,000 pages of documents concerning the matters at issue in the\n\n 2 Complaint. On March 10, 2026, Defendants made available a senior Marqeta employee for an\n\n 3 interview with Lead Counsel to discuss the subjects at issue in the Action. After evaluating the\n\n 4 discovery produced, Lead Counsel concluded that it supports the fairness, reasonableness, and\n\n 5 adequacy of the Settlement. On June 17, 2026, the Parties executed the Stipulation.\n\n 6 III. STANDARDS FOR PRELIMINARY APPROVAL UNDER RULE 23(e)\n\n 7 Rule 23(e) of the Federal Rules of Civil Procedure provides that a class action settlement\n\n 8 must be presented for Court approval, and be approved if the Court finds it \u201cfair, reasonable, and\n\n 9 adequate.\u201d FED. R. CIV. P. 23(e)(2). Rule 23(e)(1) provides that preliminary approval should be\n\n10 granted where \u201cthe parties show[] that the Court will likely be able to: (i) approve the proposal under\n\n11 Rule 23(e)(2); and (ii) certify the class for purposes of judgment on the proposal.\u201d Id. Rule\n\n12 23(e)(2)\u2014which governs final approval\u2014requires courts to consider the following questions in\n\n13 determining whether a proposed settlement is fair, reasonable, and adequate:\n\n14 (A) have the class representatives and class counsel adequately represented the class;\n (B) was the proposal negotiated at arm\u2019s length;\n15 (C) is the relief provided for the class adequate, taking into account:\n (i) the costs, risks, and delay of trial and appeal;\n16\n (ii) the effectiveness of any proposed method of distributing relief to the class,\n17 including the method of processing class-member claims;\n (iii) the terms of any proposed award of attorneys\u2019 fees, including timing of\n18 payment; and\n (iv) any agreement required to be identified under Rule 23(e)(3); and\n19 (D) does the proposal treat class members equitably relative to each other.\n20 The Rule 23(e)(2) factors are not exclusive, nor intended to displace any factor previously\n21 adopted by the courts. Thus, the Ninth Circuit\u2019s traditional factors utilized to evaluate the propriety\n\n22 of a class action settlement (certain of which overlap with Rule 23(e)(2)) are still relevant:\n\n23 (1) strength of the plaintiff\u2019s case; (2) risk, expense, complexity, and likely duration\n of further litigation; (3) risk of maintaining class action status throughout the trial;\n24 (4) amount offered in settlement; (5) extent of discovery completed and stage of the\n25 proceeding; (6) experience and views of counsel; (7) presence of a government\n participant; and (8) reaction of class members to the proposed settlement.4\n26\n27\n 4\n The Court does not yet have the benefit of the Settlement Class\u2019s reaction as notice of the proposed\n28 Settlement has not yet been provided to the Settlement Class. There is no government participant.\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 4\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 14 of 36\n\n\n\n\n 1 Hanlon v. Chrysler Corp., 150 F.3d 1011, 1027 (9th Cir. 1998); accord Churchill Vill., L.L.C. v.\n\n 2 Gen. Elec., 361 F.3d 566, 575 (9th Cir. 2004); see also Wong v. Arlo Techs., Inc., 2021 WL 1146042,\n\n 3 at *6 (N.D. Cal. Mar. 25, 2021) (recognizing Rule 23(e)\u2019s considerations \u201coverlap with certain\n\n 4 Hanlon factors.\u201d).5 As set forth below, the proposed Settlement satisfies the preliminary approval\n\n 5 criteria under the four Rule 23(e)(2) factors, as well as the relevant, non-duplicative Hanlon factors.\n\n 6 IV. ARGUMENT\n\n 7 A. The Settlement is Fair, Reasonable, and Adequate in Light of the Factors\n Outlined by Rule 23(e)(2) and the Remaining Hanlon Factors\n 8\n 1. Plaintiff and Lead Counsel Adequately Represented the Settlement\n 9 Class\n\n10 FED. R. CIV. P. 23(e)(2)(A) requires the Court to consider whether the \u201cclass representatives\n\n11 and class counsel have adequately represented the class.\u201d \u201cResolution of two questions determines\n\n12 legal adequacy: (1) do the named plaintiffs and their counsel have any conflicts of interest with other\n\n13 class members and (2) will the named plaintiffs and their counsel prosecute the action vigorously\n\n14 on behalf of the class?\u201d Hanlon, 150 F.3d at 1020.\n\n15 Here, Plaintiff and Lead Counsel adequately represented the Settlement Class both during\n\n16 the litigation of this Action and its settlement. Plaintiff\u2019s claims are typical of and coextensive with\n\n17 the claims of the Settlement Class, and he has no antagonistic interests; rather, Plaintiff\u2019s interest in\n\n18 obtaining the largest possible recovery in this Action is aligned with the other Settlement Class\n\n19 Members. Mild v. PPG Indus., Inc., 2019 WL 3345714, at *3 (C.D. Cal. July 25, 2019) (\u201cBecause\n\n20 Plaintiff\u2019s claims are typical of and coextensive with the claims of the Settlement Class, his interest\n\n21 in obtaining the largest possible recovery is aligned with the interests of the rest of the Settlement\n\n22 Class members.\u201d). Additionally, Plaintiff worked closely with Lead Counsel throughout the\n\n23 pendency of this Action to achieve the best possible result for himself and the Settlement Class.\n\n24 Plaintiff also retained counsel who are highly experienced in securities litigation, and who\n\n25 have a long and successful track record of representing investors in such cases. Lead Counsel has\n\n26 successfully prosecuted securities class actions and complex litigation in federal and state courts\n27\n\n28 5\n Unless otherwise indicated, all emphasis is added and citations and quotations omitted.\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 5\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 15 of 36\n\n\n\n\n 1 throughout the country. See Ex. 4 (GPWR firm r\u00e9sum\u00e9). Lead Counsel vigorously prosecuted the\n\n 2 Settlement Class\u2019s claims throughout the litigation by, inter alia, conducting an extensive\n\n 3 investigation, drafting the amended complaint, briefing the motion to dismiss, and obtaining a $13\n\n 4 million Settlement for the benefit of the Settlement Class. See PPG, 2019 WL 3345714, at *3\n\n 5 (finding adequacy and noting that Lead Counsel [GPWR] \u201care highly experienced in securities\n\n 6 litigation and have vigorously prosecuted the Settlement Class\u2019s claims[.]\u201d).\n\n 7 2. The Settlement is the Result of Arms\u2019-Length Negotiations\n\n 8 Rule 23(e)(2)(B) requires procedural fairness, specifically, that \u201cthe proposal was negotiated\n\n 9 at arm\u2019s length.\u201d FED. R. CIV. P. 23(e)(2)(B).6 The Ninth Circuit, as well as courts in this District,\n\n10 \u201cput a good deal of stock in the product of an arm[\u2019]s-length, non-collusive, negotiated resolution\u201d\n\n11 in approving a class action settlement. Rodriguez v. W. Publ\u2019g Corp., 563 F.3d 948, 965 (9th Cir.\n\n12 2009). Here, the Parties agreed to mediate with Mr. Meyer in November 2025, the negotiations\n\n13 were extensive, and they continued until the Parties accepted the mediator\u2019s proposal. The arm\u2019s-\n\n14 length nature of the settlement negotiations and the involvement of a mediator with substantial\n\n15 experience in securities class actions support the conclusion that the Settlement is fair and was\n\n16 achieved free of collusion. See, e.g., Sudunagunta v. NantKwest, Inc., 2019 WL 2183451, at *3\n\n17 (C.D. Cal. May 13, 2019) (\u201cThe Agreement is the outcome of an arms-length negotiation conducted\n\n18 with the help of an experienced mediator, Robert Meyer, Esq.\u201d and the \u201cassistance of an experienced\n\n19 mediator in the settlement process confirms that the settlement is non-collusive[.]\u201d).\n\n20 3. The Settlement is an Excellent Result for the Settlement Class in Light\n of the Benefits of the Settlement and the Risks of Continued Litigation\n21\n Under Rule 23(e)(2)(C), the Court must also consider whether \u201cthe relief provided for the\n22\n class is adequate, taking into account \u2026 the costs, risks, and delay of trial and appeal\u201d along with\n23\n other relevant factors. FED. R. CIV. P. 23(e)(2)(C).7 As discussed below, each of these factors\n24\n\n25 6\n Rule 23(e)(2)(A)-(B)\u2019s considerations overlap with certain Hanlon factors, \u201csuch as the non-\n26 collusive nature of negotiations, the extent of discovery completed, and the stage of proceedings.\u201d\n Arlo, 2021 WL 1146042, at *6 (citing Hanlon, 150 F.3d at 1026).\n27 7\n Rule 23(e)(2)(C)(i) essentially incorporates three of the traditional Hanlon factors: the strength of\n28 plaintiff\u2019s case (first factor); the risk, expense, complexity, and likely duration of further litigation\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 6\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 16 of 36\n\n\n\n\n 1 supports the Settlement\u2019s approval.\n\n 2 (a) The Strength of Plaintiff\u2019s Case and Risk of Continued Litigation\n\n 3 In assessing whether the proposed Settlement is fair, reasonable, and adequate, the Court\n\n 4 \u201cmust balance the risks of continued litigation, including the strengths and weaknesses of plaintiff\u2019s\n\n 5 case, against the benefits afforded to class members, including the immediacy and certainty of a\n\n 6 recovery.\u201d Knapp v. Art.com, Inc., 283 F. Supp. 3d 823, 831 (N.D. Cal. 2017). While Lead Counsel\n\n 7 believes Plaintiff\u2019s claims have merit, they also recognize the substantial obstacles to proving\n\n 8 liability and class-wide damages. See In re AOL Time Warner, Inc. Sec. & ERISA Litig., 2006 WL\n\n 9 903236, at *9 (S.D.N.Y. Apr. 6, 2006) (noting that \u201c[t]he difficulty of establishing liability is a\n\n10 common risk of securities litigation\u201d and that \u201c[t]he risk of establish damages [is] equally\n\n11 daunting.\u201d). When compared to the certainty of the significant benefit conferred by the Settlement,\n\n12 these risks militate against further litigation and support preliminary approval. See Nat\u2019l Rural\n\n13 Telecomm. Coop. v. DIRECTV, Inc., 221 F.R.D. 523, 526 (C.D. Cal. 2004) (\u201cIn most situations,\n\n14 unless the settlement is clearly inadequate, its acceptance and approval are preferable to lengthy and\n\n15 expensive litigation with uncertain results.\u201d).\n\n16 At the time the Settlement was reached, the Court had not ruled on Defendants\u2019 motion to\n\n17 dismiss. The focus of Defendants\u2019 motion was falsity and scienter. Defendants argued, inter alia,\n\n18 that Plaintiff failed to adequately allege a material misstatement because he did not identify when\n\n19 \u201cmaterial delays\u201d in the onboarding of Marqeta\u2019s new customers and the launch of new programs\n\n20 occurred in contravention of Rule 9(b) and the PSLRA pleading requirements. See ECF No. 59 at\n\n21 1. Additionally, Defendants argued that even if Plaintiff adequately alleged when material delays\n\n22 occurred, the challenged statements are inactionable statements of uncontested historical fact,\n\n23 forward-looking statements shielded by the PSLRA safe harbor, and/or generalized statements of\n\n24 optimism or puffery. See id. While Plaintiff believes he effectively demonstrated that Defendants\n\n25 made materially false and misleading statements in violation of the federal securities laws (ECF No.\n\n26 55), Lead Counsel knows from painful experience that even surviving a motion to dismiss under the\n27\n\n28 (second factor); and the risks of maintaining class action status through the trial (third factor). Arlo,\n 2021 WL 1146042, at *8 (citing Hanlon, 150 F.3d at 1026).\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 7\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 17 of 36\n\n\n\n\n 1 heightened pleading standard of the PSLRA on the issues of materiality and falsity does not\n\n 2 guarantee a recovery. See Gross v. GFI Grp., Inc., 784 F. App\u2019x. 27, 29 (2d Cir. Sept. 13, 2019)\n\n 3 (affirming grant of summary judgment on the alternative ground that Defendant\u2019s \u201cstatement did\n\n 4 not, as a matter of law, amount to a material misrepresentation or omission actionable under section\n\n 5 10(b),\u201d despite the trial court twice finding the statement actionable).\n\n 6 Moreover, Defendants mounted a strong defense to the Action\u2019s allegations relating to\n\n 7 scienter. Defendants asserted, inter alia, that Plaintiff failed to allege a motive for the alleged\n\n 8 wrongdoing given that rather than selling their stock during the class period, the Individual\n\n 9 Defendants actually increased their Marqeta stock holdings. ECF No. 51 at 29. Defendants also\n\n10 argued that, during the class period, Marqeta spent at least $116 million repurchasing shares of its\n\n11 own stock. Id. While Lead Plaintiff believes he had the stronger argument with respect to scienter\n\n12 based on the totality of the circumstances, pleading and proving it was far from a fait accompli. See\n\n13 In re Gilat Satellite Networks, Ltd., 2007 WL 2743675, at *11 (E.D.N.Y. Sept. 18, 2007)\n\n14 (\u201cEstablishing scienter is a difficult burden to meet and proving it will be especially challenging in\n\n15 this case where, apparently, neither the individual defendants nor any other Gilat executive profited\n\n16 from their Gilat investments.\u201d); Christine Asia Co., Ltd. v. Yun Ma, 2019 WL 5257534, at *12\n\n17 (S.D.N.Y. Oct. 16, 2019) (\u201cProving scienter is hard to do.\u201d).\n\n18 Nor did a win on liability assure a recovery. Defenses to loss causation and damages pose\n\n19 substantial risks to recovery at trial because each side would have presented expert testimony,\n\n20 requiring a jury to decide a so-called \u201cbattle of the experts.\u201d See In re Amgen Inc. Sec. Litig., 2016\n\n21 WL 10571773, at *3 (C.D. Cal. Oct. 25, 2016) (\u201cCourts have recognized that, in a \u2018battle of experts,\u2019\n\n22 the outcome cannot be guaranteed.\u201d); In re Cendant Corp. Litig., 264 F.3d 201, 239 (3d Cir. 2001)\n\n23 (\u201c[E]stablishing damages at trial would lead to a battle of experts with each side presenting its\n\n24 figures to the jury and with no guarantee whom the jury would believe.\u201d).\n\n25 \u201cIn addition to risk and unpredictability, prolonged litigation would also impose substantial\n\n26 costs and delays, especially since securities fraud class actions are notably complex, lengthy, and\n27 expensive cases to litigate.\u201d Cullen v. RYVYL Inc., 2025 WL 3731036, at *7 (S.D. Cal. Dec. 19,\n\n28 2025). The parties would have to go through fact discovery, designation of experts, expert\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 8\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 18 of 36\n\n\n\n\n 1 discovery, a likely motion for class certification, likely motions for summary judgment, and trial.\n\n 2 Plaintiff would also expect significant post-trial motions practice and appeals if the Settlement Class\n\n 3 were to receive a favorable judgment. See id.\n\n 4 Although Plaintiff is confident in his case, success in these types of cases is never guaranteed\n\n 5 at the pleading stage,8 or even after a successful trial.9 \u201cBalancing the complexity, uncertainty, and\n\n 6 delay of continued litigation against the immediacy and certainty of settlement, these factors weigh\n\n 7 in favor of approval.\u201d Ali v. Franklin Wireless Corp., 2024 WL 5179910, at *6 (S.D. Cal. Dec. 19,\n\n 8 2024).\n\n 9 (b) Risks of Maintaining Class Action Status\n\n10 While Plaintiff and Lead Counsel are confident that the Settlement Class meets the\n\n11 requirements for certification (see Sec. V, infra) a class has not yet been certified, and Plaintiff is\n\n12 aware that there is a risk the Court could disagree. Even if the Court were to certify the class, there\n\n13 is always a risk that the class could be decertified at a later stage in the proceedings. See, e.g., In re\n\n14 Omnivision Tech., Inc., 559 F. Supp. 2d 1035, 1041 (N.D. Cal. 2008) (even if a class is certified,\n\n15 \u201cthere is no guarantee the certification would survive through trial, as Defendant might have sought\n\n16 decertification or modification of the class\u201d). Thus, the risks and uncertainty surrounding class\n\n17 certification also support approval of the Settlement, as Defendants undoubtedly would have\n\n18 challenged class certification if Plaintiff had reached that stage. See In re GSE Bonds Antitrust\n\n19 Litig., 414 F. Supp. 3d 686, 694 (S.D.N.Y. 2019) (\u201cAlthough the risk of maintaining a class through\n\n20 trial is present in [every] class action . . . this factor [nevertheless] weighs in favor of settlement\n\n21 where it is likely that defendants would oppose class certification if the case were to be litigated.\u201d)\n\n22\n\n23\n\n24 8\n See Krajcer Decl., Ex. 2 (NERA Report, at 18, Fig. 15 (motion to dismiss filed in 96% of the\n securities class action cases in the last ten years, and in cases where the motion was decided, 62%\n25\n were granted with or without prejudice, 21% were partially granted, and only 17% denied in full)).\n26 9 See Robbins v. Koger Props., Inc., 116 F.3d 1441 (11th Cir. 1997) ($81 million jury verdict for\n plaintiffs reversed on appeal on loss causation grounds and judgment entered for defendant); In re\n27 BankAtlantic Bancorp, Inc., 2011 WL 1585605, at *20-*22 (S.D. Fla. Apr. 25, 2011) (following a\n\n28 jury verdict for plaintiffs on liability, the district court granted defendants\u2019 motion for judgment as\n a matter of law), aff\u2019d, Hubbard v. BankAtlantic Bancorp, Inc., 688 F.3d 713 (11th Cir. 2012).\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 9\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 19 of 36\n\n\n\n\n 1 4. Rule 23(e)(2)(C)(iii)-(iv)\n\n 2 Under Rule 23(e)(2)(C), courts also must consider whether the relief provided for the\n\n 3 Settlement Class is adequate. FED. R. CIV. P. 23(e)(2)(C)(ii)-(iv). These factors weigh in support\n\n 4 of the Settlement.\n\n 5 Rule 23 (e)(2)(C)(ii): The method for processing Settlement Class Members\u2019 claims and\n\n 6 distributing relief to eligible claimants includes well-established, effective procedures for\n\n 7 processing claims and efficiently distributing the Net Settlement Fund. Here, Epiq Class Action &\n\n 8 Claims Solutions, Inc. (\u201cEpiq\u201d), the Claims Administrator selected by Lead Counsel (subject to\n\n 9 Court approval), will process claims under the guidance of Lead Counsel, allow Claimants an\n\n10 opportunity to cure any Claim deficiencies or request the Court to review a denial of their Claim(s),\n\n11 and, lastly, mail or wire Authorized Claimants their pro rata share of the Net Settlement Fund (per\n\n12 the Plan of Allocation), after Court approval. Claims processing, like the method proposed here, is\n\n13 standard in securities class action settlements. It has been long found to be effective, as well as\n\n14 necessary, insofar as neither Plaintiff nor Defendants possess the individual investor trading data\n\n15 required for a claims-free process to distribute the Net Settlement Fund.10 Hefler v. Wells Fargo &\n\n16 Co., 2018 WL 6619983, at *7 (N.D. Cal. Dec. 18, 2018) (\u201cThe Court further finds that the proposed\n\n17 claims process provides an effective method of implementing that plan by ensuring that the claimant\n\n18 provides sufficient information to calculate the recognized loss amount.\u201d).\n\n19 Rule 23(e)(2)(C)(iii): As disclosed in the Postcard Notice and Notice, Lead Counsel will\n\n20 be applying for a percentage of the common fund fee award in an amount not to exceed 33\u2153% to\n\n21 compensate them for the services rendered on behalf of the Settlement Class. As discussed in detail\n\n22 below (see Sec. VIII, infra), a proposed attorneys\u2019 fee of up to 33\u2153% of the Settlement Fund (which,\n\n23 by definition, includes interest earned on the Settlement Amount) is reasonable in light of the work\n\n24 performed and the results obtained. It is also consistent with awards in similar complex class action\n\n25 cases. See In re Pac. Enters. Sec. Litig., 47 F.3d 373, 379 (9th Cir. 1995) (approving fee equal to\n\n26\n27 10\n This is not a claims-made settlement. If the Settlement is approved, Defendants will not have any\n28 right to the return of a portion of the Settlement based on the number or value of the Claims\n submitted. See Stipulation \u00b632.\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 10\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 20 of 36\n\n\n\n\n 1 33% percent of a $12 million settlement fund); In re Tezos Sec. Litig., 2020 WL 13699946, at *1\n\n 2 (N.D. Cal. Aug. 28, 2020) (awarding 33.33% of $25 million settlement fund). More importantly,\n\n 3 approval of the requested attorneys\u2019 fees is separate from approval of the Settlement, and the\n\n 4 Settlement may not be terminated based on any ruling with respect to attorneys\u2019 fees. See\n\n 5 Stipulation \u00b616.\n\n 6 Rule 23(e)(2)(C)(iv): The Parties have entered into a confidential agreement that establishes\n\n 7 certain conditions under which Defendants may terminate the Settlement if Settlement Class\n\n 8 Members totaling a certain percentage of Marqeta Common Stock purchased during the Settlement\n\n 9 Class Period request exclusion (or \u201copt out\u201d) from the Settlement. \u201cThis type of agreement is\n\n10 standard in securities class action settlements and has no negative impact on the fairness of the\n\n11 Settlement.\u201d In re Stable Road Acquisition Corp., 2024 WL 3643393, at *7 (C.D. Cal. Apr. 23,\n\n12 2024).\n\n13 5. The Settlement Treats All Settlement Class Members Equitably Relative\n To Each Other\n14\n Rule 23(e)(2)(D) requires courts to evaluate whether the settlement treats class members\n15\n equitably relative to one another. The Settlement easily satisfies this standard. Under the proposed\n16\n Plan of Allocation, each Authorized Claimant will receive his, her, or its pro rata share of the Net\n17\n Settlement Fund. Specifically, an Authorized Claimant\u2019s pro rata share shall be the Authorized\n18\n Claimant\u2019s Recognized Claim divided by the total of Recognized Claims of all Authorized\n19\n Claimants, multiplied by the total amount in the Net Settlement Fund. See Yang v. Focus Media\n20\n Holding Ltd., 2014 WL 4401280, at *10 (S.D.N.Y. Sept. 4, 2014) (\u201cthe Plan of Allocation ensures\n21\n an equitable pro rata distribution of the Net Settlement Fund among all Authorized Claimants based\n22\n solely on when they purchased and sold shares, taking into account the relative amounts of artificial\n23\n inflation prevailing during the Class Period.\u201d); In re BofI Holding, Inc. Sec. Litig., 2022 WL\n24\n 9497235, at *7\u20138 (S.D. Cal. Oct. 14, 2022) (finding pro rata distribution of settlement constituted\n25\n equitable treatment of class members).\n26\n Plaintiff will also seek reimbursement of costs incurred in representing the Settlement Class,\n27\n as authorized by the PSLRA. Such awards do \u201cnot constitute inequitable treatment of Settlement\n28\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 11\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 21 of 36\n\n\n\n\n 1 Class Members.\u201d Stable Road, 2024 WL 3643393, at *8; see also In re Volkswagen \u201cClean Diesel\u201d\n\n 2 Mktg., Sales Pracs., & Prod. Liab. Litig., 2019 WL 2077847, at *4 (N.D. Cal. May 10, 2019) (\u201cThe\n\n 3 PSLRA expressly permits an award of \u2018reasonable costs and expenses\u2019 to \u2018any representative party\n\n 4 serving on behalf of a class.\u2019\u201d) (quoting 15 U.S.C. \u00a7 78u-4(a)(4)).\n\n 5 6. The Remaining Hanlon Factors Are Neutral Or Weigh In Favor Of\n Preliminary Approval\n 6\n Hanlon also outlined several factors that are not coextensive with Rule 23(e)(2)\u2019s new\n 7\n factors.11 These factors, viewed in light of the Rule 23(e)(2) factors identified above, support\n 8\n preliminary approval.\n 9\n The Amount Offered in Settlement: \u201cTo evaluate the adequacy of the settlement amount,\n10\n courts primarily consider plaintiffs\u2019 expected recovery against the value of the settlement offer.\u201d\n11\n Hefler v. Wells Fargo & Co., 2018 WL 6619983, at *9 (N.D. Cal. Dec. 18, 2018). \u201cThis\n12\n determination requires evaluating the relative strengths and weaknesses of the plaintiffs\u2019 case; it\n13\n may be reasonable to settle a weak claim for relatively little, while it is not reasonable to settle a\n14\n strong claim for the same amount.\u201d Vikram v. First Student Management, LLC, 2019 WL 1084169,\n15\n at *3 (N.D. Cal. March 7, 2019). Indeed, \u201c[i]t is well-settled law that a cash settlement amounting\n16\n to only a fraction of the potential recovery does not per se render the settlement inadequate or\n17\n unfair.\u201d Officers for Justice v. Civ. Serv. Comm., 688 F.2d 615, 628 (N.D. Cal. 1982).\n18\n Here, Plaintiff\u2019s damages expert estimates that if Plaintiff had fully survived Defendants\u2019\n19\n motion to dismiss and summary judgment motions, if the Court certified the same class period as\n20\n the Settlement Class Period, and if the Court and jury accepted Plaintiff\u2019s damages theory, including\n21\n proof of loss causation\u2014i.e., Plaintiff\u2019s best case scenario\u2014the total maximum damages would be\n22\n approximately $235 million. Under such a scenario, the $13 million recovery represents\n23\n approximately 5.5% of the estimated maximum damages potentially available in this Action.\n24\n This case was not, however, risk free and there were meaningful barriers to recovery. For\n25\n example, in addition to the risks set forth above (see Sec. IV.A.3(a), supra), Plaintiff anticipated\n26\n27 11\n Although courts within the Ninth Circuit have recognized that Rule 23(e)(2)(A)-(B)\u2019s\n28 considerations overlap with certain Hanlon factors, such as the extent of discovery completed and\n the experience and view of counsel, these factors are briefed below for thoroughness.\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 12\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 22 of 36\n\n\n\n\n 1 that Defendants would assert that the stock price decline following the one alleged corrective\n\n 2 disclosure event on November 4, 2024, was due\u2014in whole or in part\u2014to other confounding\n\n 3 information, such as a reduction in Q4 2024 guidance as a result of some of its customers (including\n\n 4 Marqeta\u2019s largest customer) taking the services Marqeta provided in-house. While Plaintiff strongly\n\n 5 disagrees with this argument and believes he would not have to disaggregate, if Defendants were to\n\n 6 prevail on those arguments, Plaintiff estimates that maximum recoverable damages would drop to\n\n 7 between $150-$180 million. Under such circumstances, the $13 million settlement equates to\n\n 8 approximately 7.2-8.7%.\n\n 9 A recovery in the range of 5.5-8.7% of maximum damages, is well-within the range of\n\n10 reasonableness. In fact, when compared to the median recovery in securities class action settlements\n\n11 with similar potential damages, it is an outstanding result. See Ex. 2 ((NERA Report, at 27, Fig. 23)\n\n12 (median recovery for securities class actions that settled in the last ten years was 2.7% for cases with\n\n13 estimated damages between $200-$399 million, and 3.2% for cases with estimated damages\n\n14 between $100-$199 million).\n\n15 Given the range of possible results in this litigation\u2014including no recovery at all\u2014there\n\n16 can be no question that the Settlement constitutes a considerable achievement and weighs heavily\n\n17 in favor of preliminary approval. See Hefler v. Wells Fargo & Co., 2018 WL 6619983, at *13 (N.D.\n\n18 Cal. Dec. 18, 2018) (\u201cPlaintiffs\u2019 Counsel faced substantial risks in pursuing this litigation, given the\n\n19 inherent uncertainties of trying securities fraud cases and the demanding pleading standards of the\n\n20 PLSRA.\u201d); see also Silverman v. Motorola Sols., Inc., 739 F.3d 956, 958 (7th Cir. 2013) (observing\n\n21 that \u201cDefendants prevail outright in many securities suits\u201d).\n\n22 The Extent of Discovery Completed and the Stage of the Proceeding: In considering a\n\n23 class action settlement, courts look for indications that the parties carefully investigated the claims\n\n24 before reaching a resolution. See, e.g., In re Mego Fin. Corp. Sec. Litig., 213 F.3d 454, 459 (9th Cir.\n\n25 2000) (\u201c[i]n the context of class action settlements, formal discovery is not a necessary ticket to the\n\n26 bargaining table where the parties have sufficient information to make an informed decision about\n27 settlement.\u201d)\n\n28 Here, Plaintiff conducted an extensive investigation into Marqeta, including, inter alia:\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 13\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 23 of 36\n\n\n\n\n 1 interviewing former employees; analyzing the Company\u2019s myriad SEC filings; and consulting with\n\n 2 loss causation and damages experts. The Parties submitted substantial briefing relating to the motion\n\n 3 to dismiss, exchanged and provided to the Mediator detailed mediation briefs, and participated in a\n\n 4 full-day mediation session. Before finalizing the Stipulation, Defendants produced over 12,000\n\n 5 pages of documents to Plaintiff concerning the matters alleged in the Complaint, which Lead\n\n 6 Counsel analyzed and used to interview a senior Marqeta employee, and to further evaluate the\n\n 7 fairness, reasonableness, and adequacy of the Parties\u2019 agreement in principle to resolve the Action.\n\n 8 The fact that there has been no formal discovery in the Action does not weigh against preliminary\n\n 9 approval, especially given the PSLRA discovery stay in securities class actions. See In re Biolase,\n\n10 Inc. Sec. Litig., 2015 WL 12720318, at *5 (C.D. Cal. Oct. 13, 2015) (finding \u201cLead Plaintiff\n\n11 possesses sufficient information to make an informed settlement decision\u201d and \u201cthis factor weighs\n\n12 in favor of granting final approval\u201d under circumstances substantially similar to the case at bar);\n\n13 Vaccaro v. New Source Energy Partners L.P., 2017 WL 6398636, at *5 (S.D.N.Y. Dec. 14, 2017)\n\n14 (\u201cAlthough the action did not proceed to formal discovery, Lead Plaintiffs (i) reviewed vast amounts\n\n15 of publicly available information, (ii) conducted interviews of numerous individuals, and\n\n16 (iii) consulted experts on the ... industry. The Court finds that Lead Plaintiffs were well-informed\n\n17 to gauge the strengths and weaknesses of their claims and the adequacy of the settlement.\u201d).\n\n18 The Experience and Views of Counsel: \u201cGreat weight is accorded to the recommendation\n\n19 of counsel, who are most closely acquainted with the facts of the underlying litigation.\u201d Nat\u2019l Rural\n\n20 Telecomm., 221 F.R.D. at 528. Here, Lead Counsel has extensive experience in securities litigation\n\n21 and has obtained a thorough understanding of the merits and risks of the Action. Under such\n\n22 circumstances, Lead Counsel\u2019s conclusion that the Settlement is fair and reasonable and in the best\n\n23 interests of the Settlement Class supports preliminary approval. See In re Heritage Bond Litig.,\n\n24 2005 WL 1594403, at *9 (C.D. Cal. June 10, 2005) (\u201cThe recommendation of experienced counsel\n\n25 carries significant weight in the court\u2019s determination of the reasonableness of the settlement.\u201d).\n\n26 V. CLASS CERTIFICATION IS APPROPRIATE FOR SETTLEMENT PURPOSES\n27 At the Settlement Hearing, Plaintiff will request final approval of the Settlement on behalf\n\n28 of the Settlement Class. Thus, it is appropriate for the Court to consider, at the preliminary approval\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 14\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 24 of 36\n\n\n\n\n 1 stage and solely for purpose of the Settlement, whether class certification appears to be appropriate.\n\n 2 Hanlon, 150 F.3d at 1019. Rule 23(a) sets forth four prerequisites to class certification:\n\n 3 (i) numerosity; (ii) commonality; (iii) typicality; (iv) adequacy of representation. Wolin v. Jaguar\n\n 4 Land Rover N. Am., LLC, 617 F.3d 1168, 1172 (9th Cir. 2010). In addition, the Court must find that\n\n 5 at least one of the three conditions of Rule 23(b) is satisfied. Id. Under subsection (b)(3), the Court\n\n 6 must find that common questions of law or fact to the class predominate over any questions affecting\n\n 7 only individual members and that a class action is superior to other available methods for the fair\n\n 8 and efficient adjudication of the controversy. Id.\n\n 9 The proposed Settlement Class consists of: \u201call persons and entities that purchased or\n\n10 otherwise acquired the publicly traded Class A common stock of Marqeta, Inc. (\u201cMarqeta Common\n\n11 Stock\u201d), and/or purchased or otherwise acquired publicly traded call options on such stock\n\n12 (\u201cMarqeta Call Options\u201d), and/or wrote publicly traded put options on such stock (\u201cMarqeta Put\n\n13 Options\u201d), between February 28, 2024 and November 4, 2024, both dates inclusive, and who were\n\n14 damaged thereby.\u201d Stipulation, \u00b61(ww).12 Plaintiff believes this Action satisfies all the factors for\n\n15 certification of a class13 and, if the Action were to proceed toward trial, class certification would be\n\n16 appropriate. The Ninth Circuit and numerous courts within have held that class actions are generally\n\n17 favored in securities fraud actions. See, e.g., Blackie v. Barrack, 524 F.2d 891, 902-03 (9th Cir.\n\n18\n\n19 12\n Excluded from the Settlement Class are: (a) persons and entities that suffered no compensable\n20 losses; and (b)(i) Defendants; (ii) any person who served as a partner, control person, officer, and/or\n director of Marqeta during the Settlement Class Period, and members of their Immediate Families;\n21 (iii) present and former parents, subsidiaries, assigns, successors, affiliates, and predecessors of\n Marqeta; (iv) any entity in which the Defendants have or had a controlling interest; (v) any trust of\n22\n which an Individual Defendant is the settlor or which is for the benefit of an Individual Defendant\n23 and/or member(s) of their Immediate Families; (vi) Defendants\u2019 D&O Insurers; and (vii) the legal\n representatives, heirs, successors, and assigns of any person or entity excluded under provisions (i)\n24 through (vi) hereof. Also excluded from the Settlement Class are any persons and entities who or\n which submit a request for exclusion from the Settlement Class that is accepted by the Court. For\n25 the avoidance of doubt, \u201caffiliates\u201d are persons or entities that directly, or indirectly through one or\n\n26 more intermediaries, control, are controlled by or are under common control with Marqeta, or one\n of the Individual Defendants. Id.\n27 13 \u201cWhether trial would present intractable management problems, see Rule 23(b)(3)(D), is not a\n\n28 consideration when settlement\u2011only certification is requested, for the proposal is that there be no\n trial.\u201d Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 593 (1997).\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 15\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 25 of 36\n\n\n\n\n 1 1975), cert. denied, 429 U.S. 816 (1976).14\n\n 2 A. The Settlement Class Is Sufficiently Numerous\n\n 3 For numerosity purposes, \u201cclasses of forty or more are considered sufficiently numerous.\u201d\n\n 4 In re China Med. Corp. Sec. Litig., 2013 WL 12126754, at *2 (C.D. Cal. May 16, 2013). In\n\n 5 securities fraud cases involving nationally traded stocks where, as here, \u201cthe exact size of the\n\n 6 proposed class is unknown, but general knowledge and common sense indicate it is large, the\n\n 7 numerosity requirement is satisfied.\u201d Vinh Nguyen v. Radient Pharms. Corp., 287 F.R.D. 563, 569\n\n 8 (C.D. Cal. 2012). The Settlement Class comprises, among others, purchasers of Marqeta Common\n\n 9 Stock, which traded on the NASDAQ during the Settlement Class Period. There are likely\n\n10 thousands of Settlement Class members. Thus, the Settlement Class satisfies numerosity.\n\n11 B. Common Questions of Law Or Fact Exist\n\n12 In order to maintain a class action, there must be \u201cquestions of law or fact common to the\n\n13 class.\u201d FED. R. CIV. P. 23(a)(2). Commonality is satisfied if there is one issue common to the class\n\n14 members. Hanlon, 150 F.3d at 1019. Not all questions of fact and law need be common to satisfy\n\n15 Rule 23(a)(2). Id. Indeed, this factor is \u201cconstrued permissively, and the existence of shared legal\n\n16 issues with divergent factual predicates is sufficient, as is a common core of salient facts coupled\n\n17 with disparate legal remedies within the class.\u201d Id. (cleaned up).\n\n18 This case involves several common questions of law and fact, including whether:\n\n19 (1) Defendants made materially false or misleading public statements during the Settlement Class\n\n20 Period; (2) Defendants acted with scienter; (3) Defendants\u2019 alleged false and misleading statements\n\n21 artificially inflated the market price of Marqeta Common Stock during the Settlement Class Period;\n\n22 and (4) Settlement Class Members were damaged by Defendants\u2019 alleged false and misleading\n\n23 statements. Commonality is satisfied even though the amount to which each class member is entitled\n\n24 will differ. In re Zynga Inc. Sec. Litig., 2015 WL 6471171, at *6 (N.D. Cal. Oct. 27, 2015); In re\n\n25\n\n26 14\n \u201c[T]he Ninth Circuit and courts in this district hold a liberal view of class actions in securities\n litigation.\u201d In re Adobe Sys., Inc. Sec. Litig., 139 F.R.D. 150, 152-53 (N.D. Cal. 1991); see also In\n27 re Cooper Cos. Sec. Litig., 254 F.R.D. 628, 642 (C.D. Cal. 2009) (\u201cRule 23 is . . . liberally construed\n\n28 in a securities fraud context because class actions are particularly effective in serving as private\n policing weapons against corporate wrongdoing.\u201d).\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 16\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 26 of 36\n\n\n\n\n 1 Juniper Networks, Inc. Sec. Litig., 264 F.R.D. 584, 588 (N.D. Cal. 2009) (\u201cmisrepresentations by a\n\n 2 company to its stockholders satisfy the commonality requirement of Rule 23(a)(2)\u201d).\n\n 3 C. Plaintiff\u2019s Claims Are Typical of Those of the Settlement Class\n\n 4 \u201c[T]ypicality is satisfied if the plaintiff\u2019s claims are reasonably co-extensive with those of\n\n 5 absent class members; they need not be substantially identical.\u201d In re Silver Wheaton Corp. Sec.\n\n 6 Litig., 2017 WL 2039171, at *7 (C.D. Cal. May 11, 2017). Where plaintiffs allege that they\n\n 7 purchased the security in question and suffered damages as a result of defendants\u2019 misstatements or\n\n 8 omissions, their claims are typical of the class. Id. Here, Plaintiff purchased Marqeta Common\n\n 9 Stock during the Settlement Class Period and alleges that he suffered significant losses as a result\n\n10 thereof. See ECF Nos. 21-1, 21-2; 47 at \u00b624. There is no indication that Plaintiff\u2019s claims are\n\n11 atypical of those of the Settlement Class, or that unique defenses apply to Plaintiff\u2019s claims. See\n\n12 Middlesex Cnty. Ret. Sys. v. Semtech Corp., 2010 WL 11507255, at *4-5 (C.D. Cal. Aug. 27, 2010).\n\n13 Thus, Plaintiff satisfies the typicality requirement. In re Bridgepoint Educ., Inc. Sec. Litig., 2015\n\n14 WL 224631, at *5 (S.D. Cal. Jan. 15, 2015) (\u201cHere, Plaintiffs\u2019 claims arise from the same events\n\n15 and conduct that gave rise to the claims of other class members. They are, therefore, typical of the\n\n16 class.\u201d).\n\n17 D. Plaintiff and Lead Counsel Adequately Represent the Settlement Class\n\n18 Rule 23(a)(4) requires that \u201cthe representative parties will fairly and adequately protect the\n\n19 interests of the class.\u201d As explained in Sec. V.A.1., supra, the requirements of Rule 23(a)(4) are\n\n20 met.\n\n21 E. The Predominance and Superiority Requirements Are Satisfied\n\n22 Under Rule 23(b)(3), a class may be certified if a court finds that common questions of law\n\n23 or fact predominate over individual questions, and that a class action is superior to other available\n\n24 methods for the fair and efficient adjudication of the controversy. Here, common questions\n\n25 predominate\u2014for example, whether Defendants\u2019 statements were materially misleading, and\n\n26 whether Defendants acted with scienter. Such questions predominate over individual issues such as\n27 the computation of Settlement Class Members\u2019 losses, which will be efficiently handled through the\n\n28 claims administration process. See Persky v. Turley, 1991 WL 329564, at *3 (D. Ariz. Dec. 20,\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 17\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 27 of 36\n\n\n\n\n 1 1991) (finding that common issues relating to defendants\u2019 alleged misrepresentations predominate\n\n 2 even though \u201c[i]n securities claims it is common for the representative\u2019s personal claims to differ\n\n 3 from the claims of the other class members in such matters as dates of purchase and sale, size of\n\n 4 transaction, sophistication of investors and degree of reliance\u201d). A class action is superior to other\n\n 5 available methods for the fair and efficient adjudication of this controversy, because damages\n\n 6 suffered by most Settlement Class Members would not be sufficient to make it economical to\n\n 7 prosecute separate actions. Amchem Prods., 521 U.S. at 617 (\u201cThe policy at the very core of the\n\n 8 class action mechanism is to overcome the problem that small recoveries do not provide the\n\n 9 incentive for any individual to bring a solo action. . . . A class action solves this problem[.]\u201d).\n\n10 VI. THE PLAN OF ALLOCATION IS FAIR AND REASONABLE\n\n11 Lead Counsel also seek preliminary approval of the proposed Plan of Allocation of the\n\n12 settlement proceeds, which is set forth in the Notice that will be posted on the Settlement website.\n\n13 See Exhibit A-1 to the Stipulation (\u201cNotice\u201d) at \u00b6\u00b654-82. A plan of allocation in a class action \u201cis\n\n14 governed by the same standards of review applicable to approval of the settlement as a whole: the\n\n15 plan must be fair, reasonable, and adequate.\u201d Omnivision, 559 F. Supp. 2d at 1045. \u201cTo meet this\n\n16 standard, a plan of allocation recommended by experienced and competent class counsel need only\n\n17 have a reasonable and rational basis.\u201d Stable Road, 2024 WL 3643393, at *10.\n\n18 The proposed Plan of Allocation provides an equitable basis to allocate the Net Settlement\n\n19 Fund among all Class Members who submit an acceptable Claim Form. The Plan of Allocation was\n\n20 developed by Lead Counsel, with the assistance of a consulting damages expert, and reflects an\n\n21 assessment of damages that Plaintiff contends could have been recovered under the theories of\n\n22 liability asserted in the Action. In developing the Plan of Allocation, Plaintiff\u2019s expert calculated\n\n23 the estimated amount of artificial inflation in the per-share closing price of Marqeta\u2019s Common\n\n24 Stock that was allegedly caused by Defendants\u2019 alleged false and misleading statements. See Notice\n\n25 \u00b656. In so doing, she considered the price changes in Marqeta\u2019s Common Stock in reaction to the\n\n26 public disclosures that allegedly corrected the alleged misrepresentation and adjusted for market\n27 and industry factors. Id.\n\n28 The Plan of Allocation calculates a \u201cRecognized Loss Amount\u201d for each purchase,\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 18\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 28 of 36\n\n\n\n\n 1 acquisition and sale of a Marqeta Security during the Settlement Class Period that is listed in the\n\n 2 Claim Form and for which adequate supporting documentation is provided. For a Settlement Class\n\n 3 Member to have a Recognized Loss under the Plan of Allocation, the Marqeta Common Stock\n\n 4 and/or Marqeta Call Options must have been purchased during the Settlement Class Period and held\n\n 5 through the close of the U.S. financial markets on November 4, 2024 (the \u201cCorrective Disclosure\n\n 6 Date\u201d). With respect to Marqeta Put Options, those options must have been sold (written) during\n\n 7 the Settlement Class Period and still outstanding at the close of trading on November 4, 2024. Id.\n\n 8 at \u00b657. The calculation of Recognized Loss Amounts will depend upon several factors, including\n\n 9 when the securities were purchased, acquired and sold and the purchase and sales price.\n\n10 In general, Recognized Loss Amounts with respect to Marqeta Common Stock will be the\n\n11 lower of: (i) the estimated artificial inflation on the date of purchase ($2.67); (ii) the difference\n\n12 between the actual purchase price and sales price; or (iii) the difference between the purchase price\n\n13 and 90-day average price following the end of the class period (i.e., the \u201c90-Day Lookback Period\u201d\n\n14 provided for by the PSLRA). Notice \u00b662. For shares sold after the 90-Day Lookback Period, the\n\n15 Plan limits Recognized Loss Amounts to the lesser of: (i) the estimated artificial inflation on the\n\n16 date of purchase; or (ii) the purchase price minus the average closing price for Marqeta Common\n\n17 Stock during the 90-Day Lookback Period, which is $3.84. Notice \u00b662. The Recognized Loss\n\n18 Amount for each Marqeta Call Option purchased or otherwise acquired during the Settlement Class\n\n19 Period and held at the close of trading on November 4, 2024, is equal to: the purchase price minus\n\n20 the intrinsic value of the option as of the close of trading on November 5, 2024, where the intrinsic\n\n21 value shall be the greater of: (i) $0.00 or (ii) $3.4215 minus the strike price of the option. Id. at \u00b663.\n\n22 The Recognized Loss Amount for each Marqeta Put Options written during the Settlement Class\n\n23 Period and still open or outstanding at the close of trading on November 4, 2024, is equal to: the\n\n24 intrinsic value of the option as of the close of trading on November 5, 2024 minus the sale price,\n\n25 where the intrinsic value shall be the greater of: (i) $0.00 or (ii) the strike price of the option minus\n\n26 $3.42. Id. at \u00b664. The sum of a Claimant\u2019s Recognized Loss Amounts for all Settlement Class\n27\n\n28 15\n $3.42 is the closing price of Marqeta Common Stock on November 5, 2024.\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 19\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 29 of 36\n\n\n\n\n 1 Period purchases is the Claimant\u2019s \u201cRecognized Claim,\u201d and the Net Settlement Fund will be\n\n 2 allocated to Authorized Claimants on a pro rata basis based on the relative size of their Recognized\n\n 3 Claims. Notice \u00b6\u00b668-69.16\n\n 4 One hundred percent of the Net Settlement Fund will be distributed to Authorized Claimants.\n\n 5 Moreover, if any funds remain after an initial distribution to Authorized Claimants, as a result of\n\n 6 uncashed or returned checks or other reasons, subsequent distributions will also be conducted as\n\n 7 long as they are cost-effective. Notice \u00b680. The Krajcer Declaration also identifies the Public\n\n 8 Justice Foundation as the proposed cy pres recipient for any residual funds that may remain after all\n\n 9 cost-effective distributions of the Net Settlement Fund to Authorized Claimants have been\n\n10 completed. See \u00b642; see also N.D. Cal. Guid. at \u00b68. The Public Justice Foundation is an appropriate\n\n11 cy pres recipient because of the nature of the securities fraud claims asserted in the Action, and this\n\n12 Court, as well as others in this Circuit, have approved it as a cy pres recipient in similar actions,\n\n13 including In re FibroGen, Inc., Sec. Litig., 2025 WL 3526822, at *5 (N.D. Cal. Dec. 9, 2025); and\n\n14 In re Stable Road Acquisition Corp. Sec. Litig., 2025 WL 924929, at *2 (C.D. Cal. March 24, 2025).\n\n15 Lead Counsel believe that the Plan of Allocation will result in a fair and equitable distribution of\n\n16 the Settlement proceeds among Class Members who submit valid claims. See Yaron v. Intersect\n\n17 ENT, Inc., 2021 WL 5150052, at *1 (N.D. Cal. Nov. 5, 2021) (approving substantially similar plan\n\n18 of allocation); Stable Road, 2024 WL 3643393, at *10-11 (same).\n\n19 VII. THE NOTICE PROGRAM SATISFIES RULE 23, DUE PROCESS, AND PSLRA\n\n20 A. Retention of Epiq Global\n21 Plaintiff proposes that the notice and claims process be administered by Epiq Class Action\n22 & Claims Solutions, Inc. (\u201cEpiq\u201d), an independent settlement and claims administrator with\n\n23 extensive experience handling the administration of securities class actions. Ex. 3 (Declaration of\n\n24 Cameron R. Azari, Esq. Regarding Notice Plan (\u201cAzari Decl.\u201d)) at \u00b6\u00b65-6, Attachment A. Epiq was\n\n25\n\n26 16\n Marqeta Call and Put Option trading accounted for approximately 1.0% of total dollar trading\n27 volume for Marqeta Securities during the Settlement Class Period. Consequently, claims for\n Marqeta Call and Put Option transactions are allotted 1.0% of the Settlement pursuant to the Plan\n28 of Allocation.\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 20\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 30 of 36\n\n\n\n\n 1 selected after a competitive bidding process in which three firms submitted proposals to be selected\n\n 2 as administrator, and Epiq was the low bidder. Each proposal involved comparable methods of\n\n 3 providing notice and claims processing, including use of first-class mail, email, and identifying\n\n 4 potential Settlement Class Members through brokers and nominee owners. \u00b6\u00b648-49. Lead Counsel\n\n 5 has engaged Epiq to serve as settlement administrator in several other cases in the past two years\n\n 6 and found Epiq to be a reliable administrator for these types of cases. \u00b650.\n\n 7 B. The Method of Notice is Adequate\n\n 8 Rule 23(e) provides that a class action shall not be dismissed or compromised without the\n\n 9 approval of the court, and notice of the proposed dismissal or compromise shall be given to all\n\n10 members of the class in such manner as the court directs. Here, the Parties propose to mail, by first\n\n11 class mail, individual copies of the Postcard Notice (Exhibit A-4 to the Stipulation), and/or to email\n\n12 a link to the Notice and Claim Form, to all Settlement Class Members who can be identified with\n\n13 reasonable effort, as well as brokerage firms and other nominees who regularly act as nominees for\n\n14 beneficial purchasers of stock. Contemporaneously with the mailing of the Postcard Notice, copies\n\n15 of the Notice and the Claim Form (Exhibit A-2 to the Stipulation) will be posted on a website to be\n\n16 developed for the Settlement, from which copies of the Notice and Claim Form can be downloaded,\n\n17 and where claims can be submitted online. Upon request, the Claims Administrator will also mail\n\n18 or email copies of the Notice and/or Claim Form. No more than ten (10) business days after mailing\n\n19 the Postcard Notice, the Summary Notice (Exhibit A-3 to the Stipulation) will be published in the\n\n20 national edition of Investor\u2019s Business Daily and transmitted once over the PR Newswire.\n\n21 Courts routinely find that these methods of notice are sufficient. In particular, \u201c[t]he use of\n\n22 a combination of a mailed post card directing class members to a more detailed online notice has\n\n23 been approved by courts.\u201d In re Advanced Battery Techs., Inc. Sec. Litig., 298 F.R.D. 171, 183 n.3\n\n24 (S.D.N.Y. 2014) (citing cases); Barani v. Wells Fargo Bank, N.A., 2014 WL 1389329, at *10 (S.D.\n\n25 Cal. Apr. 9, 2014) (approving combination of postcard and online notice in consumer class action).17\n\n26\n 17\n See Baker v. SeaWorld Ent., Inc., 2020 WL 818893, at *2\u2013*3 (S.D. Cal. Feb. 19, 2020) (approving\n27\n similar notice program); In re Mut. Funds Inv. Litig., 2010 WL 2342413, at *6-*7 (D. Md. May 19,\n28 2010) (finding that a combination of postcard notice, summary notice, and a detailed notice available\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 21\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 31 of 36\n\n\n\n\n 1 C. The Content of Notice is Adequate\n\n 2 Plaintiff respectfully submits that the Court should approve the form and content of the\n\n 3 proposed Notice and Summary Notice. See Exhibits A-1 and A-3 to the Stipulation. The Notice is\n\n 4 written in plain language and clearly sets out the relevant information and answers to most questions\n\n 5 that Settlement Class Members will have. Consistent with Rules 23(c)(2)(B) and 23(e)(1)(A), the\n\n 6 Notice apprises all Settlement Class Members of the nature of the Action, the definition of the\n\n 7 Settlement Class, the claims, that the Court will exclude from the Settlement Class any Settlement\n\n 8 Class Member who requests exclusion (and sets forth the procedures and deadlines for doing so),\n\n 9 and the binding effect of a class judgment on Settlement Class Members.\n\n10 With respect to items relating to the Settlement, the Notice also satisfies the separate\n\n11 disclosure requirements imposed by the PSLRA. See 15 U.S.C. \u00a7 78u-4(a)(7). It states the amount\n\n12 of the Settlement on an absolute and per-share basis; provides a statement concerning the issues\n\n13 about which the Parties disagree; states the amount of attorneys\u2019 fees and Litigation Expenses that\n\n14 Lead Counsel will seek; provides the names, address, and telephone number of Lead Counsel, who\n\n15 will be available to answer questions from Class Members; and provides a brief statement explaining\n\n16 the reasons why the Parties are proposing the Settlement. Id.\n\n17 The Notice also meets the Northern District of California Procedural Guidance for Class\n\n18 Action Settlements in that it includes, among other things, (1) \u201ccontact information for class counsel\n\n19 to answer questions\u201d; (2) the address for the settlement website; and (3) \u201cinstructions on how to\n\n20 access the case docket.\u201d N.D. Cal. Guid. at \u00b63. The Notice will also disclose the date, time, and\n\n21 location of the Settlement Hearing and the procedures and deadlines for the submission of Claim\n\n22 Forms, requests for exclusion from the Settlement Class, and objections to any aspect of the\n\n23 Settlement, the Plan of Allocation, or attorneys\u2019 fees and Litigation Expenses.18 See FED. R. CIV. P.\n\n24 23(e)(5).\n\n25\n online \u201cis the best notice practical under the circumstances and allows Class Members a full and fair\n26 opportunity to consider the proposed Settlements\u201d).\n 18\n27 The Parties also agreed that, no later than ten calendar days following the filing of the Stipulation\n with the Court, Defendants shall serve the notice required under the Class Action Fairness Act, 28\n28 U.S.C. \u00a7 1715 (2005), et seq. (\u201cCAFA\u201d). See Stipulation \u00b658; see also N.D. Cal. Guid. at \u00b610.\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 22\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 32 of 36\n\n\n\n\n 1 D. Claims Processing\n\n 2 The net proceeds of the Settlement will be distributed to Settlement Class Members who\n\n 3 submit eligible Claim Forms with required documentation to Epiq. Epiq will review and process\n\n 4 the claims under the supervision of Lead Counsel, will provide claimants with an opportunity to\n\n 5 cure any deficiencies in their claim(s) or request review of the denial of their claim(s) by the Court,\n\n 6 and will then mail or wire claimants their pro rata share of the Net Settlement Fund (as calculated\n\n 7 under the Plan of Allocation) upon approval of the Court.\n\n 8 Epiq estimates that a total of 110,000 copies of the Postcard Notice will be mailed, that\n\n 9 approximately 38,500 Claims will be received (a 35% response rate is estimated), and that Epiq will\n\n10 disseminate 23,100 payments. Azari Decl., \u00b634. These estimates are based on the experience of\n\n11 Epiq and Lead Counsel in comparable securities class action settlements.\n\n12 E. Estimated Notice and Administrative Costs\n\n13 Epiq\u2019s fees for administration of the Settlement are charged on a per-claim basis and its\n\n14 expenses will be billed separately (including expenses for printing and mailing the Postcard Notice,\n\n15 publishing the Summary Notice, establishing and maintaining the Settlement website, and\n\n16 establishing and operating the toll-free telephone helpline). Because the costs are dependent on,\n\n17 inter alia, how many copies of the Postcard Notice are ultimately mailed and Notice and Claim\n\n18 Forms emailed, and how many claims are ultimately received and processed, at this time only an\n\n19 estimate of the total Notice and Administration Costs can be provided. Based on the above\n\n20 estimates, Epiq estimates that the total Notice and Administration Costs for the Action will be\n\n21 approximately $165,000 - $175,000. These costs are necessary in order to effectuate the Settlement\n\n22 and are reasonable in relation to the value of the Settlement (the estimated administrative costs\n\n23 represent 1.3% of the Settlement Amount). Azari Decl., \u00b6\u00b636-37. The Notice and Administration\n\n24 Costs will be paid from the Settlement Amount. See Stipulation \u00b614.\n\n25 VIII. ATTORNEYS\u2019 FEES, LITIGATION EXPENSES AND PLAINTIFF\u2019S EXPENSES\n\n26 As explained in the Notice and Postcard Notice, Lead Counsel intends to seek an award of\n27 attorneys\u2019 fees of up to 33\u2153% of the Settlement Fund (i.e., one-third of the Settlement Amount, or\n\n28 $4,329,000, plus interest earned thereon at the same rate as the Settlement Fund), and payment of\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 23\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 33 of 36\n\n\n\n\n 1 Litigation Expenses not to exceed $85,000. Lead Counsel will provide detailed information in\n\n 2 support of its application in its motion for attorneys\u2019 fees and expenses, to be filed with the Court\n\n 3 56 days before the Settlement Hearing. However, for purposes of the Court\u2019s preliminary review\n\n 4 in connection with this motion for preliminary approval of the Settlement, Lead Counsel respectfully\n\n 5 submits that the fee Lead Counsel will request is within the range of reasonableness.\n\n 6 In Paul, Johnson, Alston & Hunt v. Graulty, 886 F.2d 268, 272-73 (9th Cir. 1989), the Ninth\n\n 7 Circuit established 25% of the fund as the \u201cbenchmark\u201d award for attorneys\u2019 fees. However, \u201ca\n\n 8 reasonable fee award is the hallmark of common fund cases\u201d and the guiding principle in this Circuit\n\n 9 is that a fee award be \u201creasonable under the circumstances.\u201d In re Washington Public Power Supply\n\n10 Sys. Sec. Litig., 19 F.3d 1291, 1295 n.2 (9th Cir. 1994). As applied, this means that \u201cin most\n\n11 common fund cases, the award exceeds that benchmark.\u201d Omnivision, 559 F. Supp. 2d 1036, 1047;\n\n12 see also In re Lidoderm Antitrust Litig., 2018 WL 4620695, at *4 (N.D. Cal. Sept. 20, 2018)\n\n13 (awarding 33\u2153% of $104,750,000 and stating: \u201ca fee award of one-third is within the range of\n\n14 awards in this Circuit.\u201d); Marshall v. Northrop Grumman Corp., 2020 WL 5668935, at *8 (C.D.\n\n15 Cal. Sept. 18, 2020) (awarding one-third of $12.375 million settlement fund, collecting cases and\n\n16 stating: \u201c[a]n attorney fee of one third of the settlement fund is routinely found to be reasonable in\n\n17 class actions.\u201d); Multi-Ethnic Immigrant Workers Org. Network v. City of Los Angeles, 2009 WL\n\n18 9100391, at *4 (C.D. Cal. June 24, 2009) (reviewing empirical research and stating: \u201c[n]ationally,\n\n19 the average percentage of the fund award in class actions is approximately one-third.\u201d); Romero v.\n\n20 Producers Dairy Foods, Inc., 2007 WL 3492841, *4 (E.D. Cal. Nov. 14, 2007) (approving a fee\n\n21 award of 33% of the common fund, and stating \u201c\u2018[e]mpirical studies show that, regardless whether\n\n22 the percentage method or the lodestar method is used, fee awards in class actions average around\n\n23 one-third of the recovery\u2019\u201d) (citing 4 Newberg and Conte, NEWBERG ON CLASS ACTIONS\n\n24 \u00a7 14.6 (4th ed. 2007)). \u201cThis is particularly true in securities class actions such as this.\u201d In re\n\n25 American Apparel, Inc. Shareholder Litig., 2014 WL 10212865, at *23 (C.D. Cal. July 28, 2014);\n\n26 see also In re Pac. Enters., 47 F.3d at 379 (affirming a 33% attorneys\u2019 fees award in a case where\n27 the settlement fund was $12 million); In re Mego Fin. Corp., 213 F.3d at 463 (affirming award of\n\n28\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 24\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 34 of 36\n\n\n\n\n 1 one-third of the total recovery). Accordingly, an attorneys\u2019 fee request of one-third of the Settlement\n\n 2 Fund would be fair and reasonable.\n\n 3 A lodestar cross-check confirms the reasonableness of the request. The requested fee will\n\n 4 represent a multiplier of 2.19 on counsel\u2019s lodestar. \u00b665. Such a multiplier is below the range of\n\n 5 multipliers commonly awarded in class actions and other similar cases.19 See, e.g., Hefler, 2018\n\n 6 WL 6619983, at *14 (3.22 multiplier); In re Apple Inc. Sec. Litig., 2024 WL 4246282, at *6 (N.D.\n\n 7 Cal. Sept. 18, 2024) (3.88 multiplier); In re N.C.A.A. Athletic Grant-in-Aid Cap Antitrust Litig.,\n\n 8 2017 WL 6040065, at *7 (N.D. Cal. Dec. 6, 2017) (approving 3.66 multiplier), aff\u2019d, 2019 WL\n\n 9 1752610 (9th Cir. Apr. 17, 2019).\n\n10 Lead Counsel also intend to seek reimbursement of Litigation Expenses not to exceed\n\n11 $85,000, which includes costs for the investigator who assisted with Lead Counsel\u2019s fact\n\n12 investigation, mediation fees, and expert fees. \u00b666. As part of this request, Lead Counsel intends\n\n13 to seek an award for Plaintiff, pursuant to the PSLRA (15 U.S.C. \u00a778u-4(a)(4)), in an amount not to\n\n14 exceed $5,000. \u00b667. Lead Counsel believe this amount is fully supported by the work that Plaintiff\n\n15 performed throughout the Action, which will be presented to the Court in connection with Plaintiff\u2019s\n\n16 request for reimbursement. See id.; see also N.D. Cal. Proc. Guid. \u00b67.\n\n17 IX. CONCLUSION\n\n18 Plaintiff respectfully requests that the Court grant the unopposed motion for preliminary\n\n19 approval of the Settlement, approve the forms and methods of notice, and enter the proposed\n\n20 Preliminary Approval Order. As this motion is unopposed, Plaintiff respectfully requests that the\n\n21 Court consider this motion for preliminary approval on the papers.20\n\n22\n\n23\n\n24\n\n25\n\n26\n 19\n27 Lead Counsel will present a more detailed statement of Lead Counsel\u2019s total lodestar in\n connection with its attorneys\u2019 fee application.\n28 20\n A proposed timeline of procedural events is set forth in paragraph 72 of the Krajcer Declaration.\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 25\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 35 of 36\n\n\n\n\n 1 Dated: June 18, 2026 GLANCY PRONGAY WOLKE &\n ROTTER LLP\n 2\n By: s/ Jason L. Kracjer\n 3\n Robert V. Prongay\n 4 Jason L. Krajcer\n Christopher R. Fallon\n 5 1925 Century Park East, Suite 2100\n Los Angeles, California 90067\n 6 Telephone: (310) 201-9150\n Facsimile: (310) 201-9160\n 7\n Email: rprongay@glancylaw.com\n 8 jkrajcer@glancylaw.com\n cfallon@glancylaw.com\n 9\n Counsel for Lead Plaintiff Tyler Hogge and\n10 Lead Counsel for the Proposed Settlement\n Class\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n27\n\n28\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 26\n Case No. 4:24-cv-08874-YGR\n\f Case 4:24-cv-08874-YGR Document 70 Filed 06/18/26 Page 36 of 36\n\n\n\n\n 1 PROOF OF SERVICE BY ELECTRONIC POSTING\n\n 2 I, the undersigned, say:\n\n 3 I am not a party to the above case, and am over eighteen years old. On June 18, 2026, I\n\n 4 served true and correct copies of the foregoing document, by posted the document electronically to\n\n 5 the ECF website of the United States District Court for the Northern District of California, for receipt\n\n 6 electronically by the parties listed on the Court\u2019s Service List.\n\n 7 I affirm under penalty of perjury under the laws of the United States of America that the\n\n 8 foregoing is true and correct. Executed on June 18, 2026, at Los Angeles, California.\n\n 9\n s/ Jason L. Kracjer\n10 Jason L. Kracjer\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n27\n\n28\n\n MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT 27\n Case No. 4:24-cv-08874-YGR\n\f","ocr_status":2,"date_upload":"2026-09-10T19:38:24.059353-07:00","document_number":"70","attachment_number":null,"pacer_doc_id":"035027272441","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Settlement","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/493208204/","id":493208204,"tags":[],"absolute_url":"/docket/69450200/70/1/in-re-marqeta-inc-securities-litigation/","date_created":"2026-09-10T19:37:56.570380-07:00","date_modified":"2026-09-10T19:37:56.570389-07:00","sha1":"","page_count":13,"file_size":205925,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"70","attachment_number":1,"pacer_doc_id":"035027272442","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Proposed Order","acms_document_guid":""}],"date_created":"2026-06-18T12:32:38.382389-07:00","date_modified":"2026-10-16T10:45:36.357038-07:00","date_filed":"2026-06-18","time_filed":"12:10:51","entry_number":70,"recap_sequence_number":"2026-06-18.001","pacer_sequence_number":246,"description":"MOTION for Settlement [For Preliminary Approval of Class Action Settlement] filed by Tyler Hogge. Motion for Settlement Hearing set for 7/28/2026 09:00 AM in Oakland, Courtroom 1, 4th Floor. Responses due by 7/2/2026. Replies due by 7/9/2026. (Attachments: # 1 Proposed Order)(Krajcer, Jason) (Filed on 6/18/2026) (Entered: 06/18/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/468050169/","id":468050169,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69450200/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483327233/","id":483327233,"tags":[],"absolute_url":"/docket/69450200/71/in-re-marqeta-inc-securities-litigation/","date_created":"2026-06-18T12:32:36.518296-07:00","date_modified":"2026-06-18T12:32:36.532677-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"71","attachment_number":null,"pacer_doc_id":"035027272460","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Declaration in Support","acms_document_guid":""}],"date_created":"2026-06-18T12:32:36.487122-07:00","date_modified":"2026-10-16T10:45:36.403945-07:00","date_filed":"2026-06-18","time_filed":"12:14:08","entry_number":71,"recap_sequence_number":"2026-06-18.002","pacer_sequence_number":248,"description":"Declaration of Jason L. Krajcer in Support of 70 MOTION for Settlement [For Preliminary Approval of Class Action Settlement] filed byTyler Hogge. (Attachments: # 1 Exhibit 1 - Stipulation of Settlement, # 2 Exhibit 2 - NERA Excerpts, # 3 Exhibit 3 - Declaration of Cameron R. Azari, # 4 Exhibit 4 - GPWR Firm Resume)(Related document(s) 70 ) (Krajcer, Jason) (Filed on 6/18/2026) (Entered: 06/18/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/464488479/","id":464488479,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69450200/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/479663444/","id":479663444,"tags":[],"absolute_url":"/docket/69450200/69/in-re-marqeta-inc-securities-litigation/","date_created":"2026-05-18T22:02:19.002156-07:00","date_modified":"2026-05-18T22:02:19.013669-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"69","attachment_number":null,"pacer_doc_id":"035027146690","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Order AND ~Util - Set Deadlines/Hearings","acms_document_guid":""}],"date_created":"2026-05-18T22:02:18.960847-07:00","date_modified":"2026-10-16T10:45:36.335770-07:00","date_filed":"2026-05-18","time_filed":"21:33:02","entry_number":69,"recap_sequence_number":"2026-05-18.001","pacer_sequence_number":242,"description":"ORDER Re: 68 Joint Status Report. Motion for Preliminary Approval due by 6/18/2026. Signed by Judge Yvonne Gonzalez Rogers on 5/18/2026. (eac, COURT STAFF) (Filed on 5/18/2026) (Entered: 05/18/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/464281694/","id":464281694,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69450200/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/479450034/","id":479450034,"tags":[],"absolute_url":"/docket/69450200/68/in-re-marqeta-inc-securities-litigation/","date_created":"2026-05-15T18:02:36.019511-07:00","date_modified":"2026-05-15T18:02:36.036012-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"68","attachment_number":null,"pacer_doc_id":"035027140359","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Status Report","acms_document_guid":""}],"date_created":"2026-05-15T18:02:35.984587-07:00","date_modified":"2026-10-16T10:45:36.308535-07:00","date_filed":"2026-05-15","time_filed":"17:37:01","entry_number":68,"recap_sequence_number":"2026-05-15.001","pacer_sequence_number":240,"description":"STATUS REPORT AND [PROPOSED] ORDER by Simon Khalaf, Marqeta, Inc., Michael Milotich. (Talarides, Alexander) (Filed on 5/15/2026) (Entered: 05/15/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/459194744/","id":459194744,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69450200/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/474215461/","id":474215461,"tags":[],"absolute_url":"/docket/69450200/67/in-re-marqeta-inc-securities-litigation/","date_created":"2026-03-31T12:35:56.774934-07:00","date_modified":"2026-05-22T03:15:45.458312-07:00","sha1":"f690616121f43919a5e844fe79f60af57ade7b32","page_count":4,"file_size":180658,"filepath_local":"recap/gov.uscourts.cand.440849/gov.uscourts.cand.440849.67.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.440849/gov.uscourts.cand.440849.67.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 4:24-cv-08874-YGR Document 67 Filed 03/31/26 Page 1 of 4\n\n\n\n\n 1 Robert V. Prongay (SBN 270796)\n rprongay@glancylaw.com\n 2 Jason L. Krajcer (SBN 234235)\n jkrajcer@glancylaw.com\n 3 Christopher R. Fallon (SBN 234685)\n cfallon@glancylaw.com\n 4 GLANCY PRONGAY WOLKE & ROTTER LLP\n 1925 Century Park E., Suite 2100\n 5 Los Angeles, CA 90067\n Telephone: (310) 201-9150\n 6 Facsimile: (310) 201-9160\n 7 Counsel for Lead Plaintiff Tyler Hogge and Lead Counsel for the Class\n 8 [Additional Counsel on Signature Page]\n 9\n\n10\n UNITED STATES DISTRICT COURT\n11\n NORTHERN DISTRICT OF CALIFORNIA\n12\n\n13\n IN RE MARQETA, INC. SECURITIES Case No. 4:24-cv-08874-YGR\n14 LITIGATION\n CLASS ACTION\n15\n JOINT STATUS REPORT\n16\n\n17 Judge: Hon. Yvonne Gonzalez Rogers\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n JOINT STATUS REPORT\n\f Case 4:24-cv-08874-YGR Document 67 Filed 03/31/26 Page 2 of 4\n\n\n 1 Pursuant to the Court\u2019s Order entered December 4, 2025 (ECF No. 64), Lead Plaintiff Tyler\n 2 Hogge (\u201cPlaintiff\u201d) and Defendants Marqeta, Inc. (\u201cMarqeta\u201d), Simon Khalaf, and Michael\n 3 Milotich (collectively \u201cDefendants,\u201d and together with Plaintiff, the \u201cParties\u201d), respectfully submit\n 4 this Joint Status Report to update the Court on the status of the settlement.\n 5 The Parties conducted and have now completed the due diligence process referenced in the\n 6 Parties\u2019 earlier Status Report, including document discovery and an interview with a representative\n 7 of Marqeta, to confirm the adequacy of the settlement. ECF No. 63. The Parties have also been\n 8 diligently negotiating the Stipulation and Agreement of Settlement and several documents related\n 9 thereto, including the proposed Preliminary Approval Order, Long Notice, Summary Notice,\n10 Postcard Notice, Claim Form, Judgment, and Supplemental Agreement. In addition, Plaintiffs are\n11 continuing to draft the Preliminary Approval Motion as set forth in the Parties\u2019 earlier Status\n12 Report. Id.\n13 Having met and conferred, the Parties believe that they will be able to finish documenting\n14 the settlement, which requires input from several constituencies, including Defendants\u2019 D&O\n15 liability insurers, and file the Motion for Preliminary Approval by May 15, 2026. Accordingly, the\n16 Parties respectfully request that the Court order Plaintiff to file the Motion for Preliminary\n17 Approval by May 15, 2026, or, if the Parties cannot meet that deadline, for the Parties to jointly\n18 provide the Court with an update at that time.\n19 ///\n20\n\n21 ///\n22\n\n23 ///\n24\n\n25 ///\n26\n\n27 ///\n28 ///\n\n\n 1\n JOINT STATUS REPORT\n\f Case 4:24-cv-08874-YGR Document 67 Filed 03/31/26 Page 3 of 4\n\n\n 1 Dated: March 30, 2026 Respectfully submitted,\n\n 2 By: /s/ Alexander K. Talarides\n 3 ORRICK, HERRINGTON & SUTCLIFFE LLP\n James N. Kramer\n 4 Alexander K. Talarides\n 405 Howard Street\n 5 San Francisco, CA 94105\n Tel: (415) 773-5700\n 6\n Fax: (415) 773-5759\n 7 Email: jkramer@orrick.com\n atalarides@orrick.com\n 8 Counsel for Defendants Marqeta, Inc.,\n 9 Simon Khalaf, and Michael Milotich\n\n10\n\n11 Dated: March 30, 2026\n By: /s/ Christopher R. Fallon\n GLANCY PRONGAY WOLKE & ROTTER\n12\n LLP\n13 Robert V. Prongay\n Jason L. Krajcer\n14 Christopher R. Fallon\n 1925 Century Park East, Suite 2100\n15 Los Angeles, California 90067\n Tel: (310) 201-9150\n16\n Fax: (310) 201-9160\n17 Email: rprongay@glancylaw.com\n jkrajcer@glancylaw.com\n18 cfallon@glancylaw.com\n19 Counsel for Lead Plaintiff Tyler Hogge\n20 and Lead Counsel for the Class\n\n21\n ***\n22\n [PROPOSED] ORDER\n23\n PURSUANT TO STIPULATION, IT IS SO ORDERED.\n24\n\n25 March 31 2026\n Dated: _________________, _________________________________\n HON. YVONNE GONZALEZ ROGERS\n26\n UNITED STATES DISTRICT JUDGE\n27\n\n28\n\n\n 2\n JOINT STATUS REPORT\n\f Case 4:24-cv-08874-YGR Document 67 Filed 03/31/26 Page 4 of 4\n\n\n\n\n 1 CERTIFICATE OF SERVICE\n\n 2 I hereby certify that on this 30th day of March, 2026, a true and correct copy of the foregoing\n\n 3 document was served by CM/ECF to the parties registered to the Court\u2019s CM/ECF system.\n 4 /s/ Christopher R. Fallon\n Christopher R. 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