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  4. [8-K] Marqeta, Inc. Reports Material Event

Reverse split and charter changes at Marqeta (NASDAQ: MQ)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Marqeta, Inc. amended its charter to add officer exculpation provisions and implement a 1-for-4 reverse stock split of its shares. The amendments also reduced the company’s authorized Common Stock and Preferred Stock in line with the split, following prior stockholder approval at the June 10, 2026 annual meeting.

After filing the two charter amendments with the State of Delaware on June 30, 2026, Marqeta filed a Restated Certificate of Incorporation that consolidates all changes. The restated charter is provided as an exhibit to this report.

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Insights

Marqeta updates its charter for a reverse split and officer protections.

Marqeta adopted charter amendments providing officer exculpation to the fullest extent permitted by Delaware law and completed a 1-for-4 reverse stock split with corresponding reductions in authorized Common and Preferred Stock. These steps follow stockholder approval at the June 2026 annual meeting.

Officer exculpation narrows certain monetary liability risks for officers, which can influence governance dynamics and director-and-officer insurance considerations. The reverse split and authorized share reduction primarily affect capital structure and share count mechanics; their practical impact will depend on future equity issuance and trading behavior.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse stock split ratio 1-for-4 Charter amendment effective June 30, 2026
Annual meeting date June 10, 2026 Stockholders approved charter amendments
Exhibit with restated charter Exhibit 3.1 Restated Certificate of Incorporation
Filing date of amendments June 30, 2026 Certificates of Amendment filed in Delaware
reverse stock split financial
"effect a 1-for-4 reverse stock split and related reduction of the Company’s authorized Common Stock and Preferred Stock"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
officer exculpation regulatory
"provide for officer exculpation to the fullest extent permitted by Delaware law"
A charter clause that limits company officers’ personal responsibility for money damages when they make business decisions that turn out poorly, unless they acted in bad faith, engaged in intentional wrongdoing, or took improper personal gain. It matters to investors because it changes the practical risk and accountability for senior managers—similar to giving a driver limited crash liability, it can encourage bold decision-making but may reduce the chance shareholders can recover losses if officers behaved improperly.
Restated Certificate of Incorporation regulatory
"the Company then filed a Restated Certificate of Incorporation that consolidated all changes"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
Delaware General Corporation Law regulatory
"As permitted under Section 245 of the Delaware General Corporation Law"
A set of state laws that acts like a rulebook for how corporations are formed, governed, and dissolved in Delaware. It lays out legal duties for company leaders, protections and voting rights for shareholders, and rules for mergers and other big transactions, giving investors clearer expectations about how corporate decisions are made and disputes are resolved—similar to having standardized traffic laws for business behavior.
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Understanding 8-K Material Events →
0001522540FALSE12/3100015225402026-06-302026-06-30


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
Date of Report (Date of earliest event reported): June 30, 2026

MARQETA, INC.
(Exact name of registrant as specified in its charter)
Delaware001-4046527-4306690
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
180 Grand Avenue, 6th Floor
Oakland, California 94612
(Address of principal executive offices, including zip code) 
Registrant’s telephone number, including area code: (510) 671-5437 
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A common stock, $0.0001 par value per share MQ The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 30, 2026, Marqeta, Inc. (the "Company”) filed two certificates of amendment to the Company’s Certificate of Incorporation with the State of Delaware to (i) provide for officer exculpation to the fullest extent permitted by Delaware law, and (ii) effect a 1-for-4 reverse stock split and related reduction of the Company’s authorized Common Stock and Preferred Stock, respectively, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2026 (the “Certificates of Amendment”) and each as approved by the Company’s stockholders at the Annual Meeting of Stockholders held on June 10, 2026. As permitted under Section 245 of the Delaware General Corporation Law, the Company then filed a Restated Certificate of Incorporation that consolidated all changes effected by the Certificates of Amendment. The Restated Certificate of Incorporation is filed herewith as Exhibit 3.1.


Item 9.01    Financial Statements and Exhibits.

(d) Exhibits
Exhibit Number
Description
3.1
Restated Certificate of Incorporation of Marqeta, Inc.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).






SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 MARQETA, INC.
Date: July 1, 2026
/s/ Michael (Mike) Milotich
 Michael (Mike) Milotich
 Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What charter changes did Marqeta (MQ) approve in this 8-K?

Marqeta approved charter amendments adding officer exculpation and implementing a 1-for-4 reverse stock split with related reductions in authorized Common and Preferred Stock. These amendments were filed in Delaware and then consolidated into a Restated Certificate of Incorporation attached as an exhibit.

What is the size of Marqeta’s reverse stock split for MQ shares?

Marqeta implemented a 1-for-4 reverse stock split, meaning every four pre-split shares are combined into one post-split share. The company also reduced its authorized Common Stock and Preferred Stock to align with this new share structure after stockholder approval.

Did Marqeta stockholders approve the reverse split and exculpation changes?

Yes. Marqeta states that stockholders approved both the officer exculpation provisions and the 1-for-4 reverse stock split, including related authorized share reductions, at the Annual Meeting of Stockholders held on June 10, 2026. The company implemented these approvals through filed charter amendments.

What does officer exculpation mean in Marqeta’s updated charter?

Officer exculpation in Marqeta’s charter provides for limiting certain monetary liability of officers to the fullest extent allowed under Delaware law. It narrows when officers can be held personally liable for monetary damages, while still subject to statutory exceptions and other legal and regulatory obligations.

What is included in Marqeta’s Restated Certificate of Incorporation?

Marqeta’s Restated Certificate of Incorporation consolidates all changes from the two filed charter amendments, including officer exculpation provisions and the 1-for-4 reverse stock split with related reductions in authorized Common and Preferred Stock. The restated charter is filed as Exhibit 3.1 to this report.

Which exhibit in this Marqeta (MQ) 8-K contains the new charter?

Exhibit 3.1 contains Marqeta’s Restated Certificate of Incorporation, which integrates the officer exculpation provisions and the 1-for-4 reverse stock split adjustments. Exhibit 104 is the cover page interactive data file embedded within the Inline XBRL document for technical reporting purposes.

Filing Exhibits & Attachments

5 documents

Other Documents