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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): September 8, 2025
MARQETA,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40465 |
|
27-4306690 |
(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: (888) 462-7738
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Chief Executive Officer and Member of the Board
On
September 8, 2025, Marqeta, Inc. (the “Company”) announced the appointment of Michael (Mike) Milotich as Chief Executive
Officer and as a member of the Company’s Board of Directors (the “Board”), effective September 8, 2025. Mr. Milotich
will continue to serve as Chief Financial Officer (principal financial officer and principal accounting officer) during the search for
a new Chief Financial Officer.
Mr.
Milotich, age 49, has served as our Chief Financial Officer since February 2022 and as our Interim Chief Executive Officer since February
2025. Prior to joining Marqeta, Mr. Milotich was Senior Vice President, Head of Corporate Finance and Investor Relations at Visa Inc.,
a publicly traded global financial platform company, from November 2018 to February 2022. He previously served in a number of finance
roles of increasing seniority at Visa since 2011, most recently as Senior Vice President, Head of Investors Relations from April 2018
to November 2018 and Vice President, Corporate FP&A and Business Analyst Lead from December 2014 to April 2018. Mr. Milotich holds
a Master of Business Administration in Strategy and Finance from the Stern School of Business at New York University and a Bachelor of
Arts in Business Economics from the University of California, Santa Barbara.
There
are no family relationships between Mr. Milotich and any executive officer or director of the Company, there are no understandings or
arrangements between Mr. Milotich and any other person pursuant to which Mr. Milotich was appointed as Chief Executive Officer and Mr.
Milotich has no transactions reportable under Item 404(a) of Regulation S-K.
Mr.
Milotich’s initial annual base salary as Chief Executive Officer will be $600,000 and he will be eligible for an annual incentive
bonus of 100% of his annual base salary, which currently would be governed by the Company’s existing Executive Bonus Plan. Mr.
Milotich will be granted Restricted Stock Units (“RSUs”) having an approximate value of $5.0 million that will vest in quarterly
installments over three years, provided Mr. Milotich remains in continuous service through the applicable vesting date. The provisions
of Mr. Milotich’s RSUs will otherwise be subject to the provisions of the Company’s standard forms and the Company’s
2021 Stock Option and Incentive Plan. Mr. Milotich will be eligible for severance and change in control benefits under the Company’s
Executive Severance Plan.
The
foregoing description of the offer letter does not purport to be complete and is qualified in its entirety by reference to the complete
text of the agreement, a copy of which will be included as an exhibit to the Company’s future SEC filings.
A
copy of the press release regarding these announcements is attached to this Form 8-K as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release issued by Marqeta, Inc., dated September 8, 2025. |
| 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:
September 8, 2025 |
/s/
Michael (Mike) Milotich |
| |
Michael
(Mike) Milotich |
| |
Chief Executive Officer,
Chief Financial Officer |
