Marqeta (NASDAQ: MQ) officer exercises awards on 193,557 shares and withholds stock for taxes
Rhea-AI Filing Summary
Marqeta, Inc. officer Crystal Sumner reported multiple equity-award vesting events and related tax withholdings on June 1, 2026. Restricted stock units and performance stock units tied to gross profit and adjusted EBITDA performance were exercised or converted into Class A Common Stock through transactions covering 193,557 shares. To cover tax obligations via net settlement, the issuer withheld 108,084 shares of Class A Common Stock at $4.35 per share, which the filing notes were not market sales and are exempt transactions under Section 16(b) rules. After these transactions, Sumner directly holds 599,982 shares of Class A Common Stock, 1,101,760 restricted stock units, 255,704 performance stock units linked to gross profit, and 109,588 performance stock units linked to adjusted EBITDA, all subject to ongoing vesting and performance conditions where applicable.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 92,773 shares
Net Buy
24 txns
Insider
Sumner Crystal
Role
See Remarks
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 27,318 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 36,859 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 39,040 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 57,813 | $0.00 | $0.00 |
| Exercise | Performance Stock Units (Gross Profit) | 11,057 | $0.00 | $0.00 |
| Exercise | Performance Stock Units (Adjusted EBITDA) | 4,739 | $0.00 | $0.00 |
| Exercise | Performance Stock Units (Gross Profit) | 11,712 | $0.00 | $0.00 |
| Exercise | Performance Stock Units (Adjusted EBITDA) | 5,019 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 36,859 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 19,973 | $4.35 | $87K |
| Exercise | Class A Common Stock | 39,040 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 21,173 | $4.35 | $92K |
| Exercise | Class A Common Stock | 27,318 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 14,721 | $4.35 | $64K |
| Exercise | Class A Common Stock | 57,813 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 31,506 | $4.35 | $137K |
| Exercise | Class A Common Stock | 10,923 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 5,697 | $4.35 | $25K |
| Exercise | Class A Common Stock | 6,117 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 3,102 | $4.35 | $13K |
| Exercise | Class A Common Stock | 12,749 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 6,702 | $4.35 | $29K |
| Exercise | Class A Common Stock | 10,038 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 5,210 | $4.35 | $23K |
Holdings After Transaction:
Restricted Stock Units — 1,101,760 shares (Direct);
Performance Stock Units (Gross Profit) — 255,704 shares (Direct);
Performance Stock Units (Adjusted EBITDA) — 109,588 shares (Direct);
Class A Common Stock — 599,982 shares (Direct)
Footnotes (15)
- F1. Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Act") pursuant to Rule 16b-6(b) promulgated under the Act.
- F2. Represents shares that have been withheld by the Issuer to satisfy tax withholding and remittance obligations in connection with the net settlement of vested restricted stock units and not a market transaction. Transaction exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated under the Act.
- F3. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024, and includes 135 fewer shares acquired for performance at less than 100%.
- F4. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024, and includes 1,378 additional shares acquired for performance at more than 100%
- F5. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2025, and includes 1,037 additional shares acquired for performance at more than 100%
- F6. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2025, and includes 5,019 additional shares acquired for performance at more than 100%
- F7. Each restricted stock unit is convertible into one share of Class A Common Stock.
- F8. One-fourth (1/4th) of the restricted stock units vested on March 1, 2024, and one-sixteenth (1/16th) of the restricted stock units vest on each June 1, September 1, December 1, and March 1 thereafter until fully vested, subject to the Reporting Person's continued service with the Issuer as of each vesting date.
- F9. One-twelfth (1/12th) of the restricted stock units vested on June 1, 2024, and one-twelfth (1/12th) of the restricted stock units vest on each September 1, December 1, March 1 and June 1 thereafter until fully vested, subject to the Reporting Person's continued service with the Issuer as of each vesting date.
- F10. One-twelfth (1/12th) of the restricted stock units vested on June 1, 2025 and one-twelfth (1/12th) of the remaining restricted stock units vest quarterly on each September 1, December 1, March 1 and June 1 thereafter until fully vested, subject to the Reporting Person's continued service to the Issuer as of each vesting date.
- F11. One-twelfth (1/12th) of the restricted stock units vested on June 1, 2026 and one-twelfth (1/12th) of the remaining restricted stock units vest quarterly on each September 1, December 1, March 1, and June 1 thereafter, subject to the Reporting Person's continued service to the Issuer as of each vesting date.
- F12. Represents the disposition of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024.
- F13. Represents the number of shares which may be issued at target under the performance stock unit ("PSU") over a period of time following achievement of certain profit targets as set forth in the PSU agreement, subject to the Reporting Person's continued service to the Issuer as of each vesting date. At maximum achievement, 200% of the target number of shares would vest.
- F14. Represents the number of shares which may be issued at target under the PSU over a period of time following achievement of certain adjusted EBITDA targets as set forth in the PSU agreement, subject to the Reporting Person's continued service to the Issuer as of each vesting date. At maximum achievement, 200% of the target number of shares would vest.
- F15. Represents the disposition of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2025.
Key Figures
Derivative exercises: 193,557 shares
Tax-withheld shares: 108,084 shares
Tax-withholding price: $4.35 per share
+4 more
7 metrics
Derivative exercises
193,557 shares
Total underlying shares involved in derivative exercises/conversions on June 1, 2026
Tax-withheld shares
108,084 shares
Class A Common Stock withheld to satisfy tax obligations via net settlement
Tax-withholding price
$4.35 per share
Price used for Class A shares withheld for tax obligations
Class A Common Stock holdings
599,982 shares
Direct Class A Common Stock held after June 1, 2026 transactions
Restricted stock unit holdings
1,101,760 units
Direct restricted stock units outstanding after the reported transactions
PSU (Gross Profit) holdings
255,704 units
Performance stock units linked to gross profit remaining outstanding
PSU (Adjusted EBITDA) holdings
109,588 units
Performance stock units linked to adjusted EBITDA remaining outstanding
Key Terms
Restricted Stock Units, Performance Stock Units, Adjusted EBITDA, net settlement, +2 more
6 terms
Restricted Stock Units financial
"Each restricted stock unit is convertible into one share of Class A Common Stock"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Units financial
"Represents the number of shares which may be issued at target under the PSU"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Adjusted EBITDA financial
"achievement of certain adjusted EBITDA targets as set forth in the PSU agreement"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
net settlement financial
"shares that have been withheld by the Issuer to satisfy tax withholding and remittance obligations in connection with the net settlement"
Section 16(b) regulatory
"Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b)"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Rule 16b-3(e) regulatory
"Transaction exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e)"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Marqeta (MQ) officer Crystal Sumner report in this Form 4?
Crystal Sumner reported equity-award vesting and conversions on June 1, 2026, including derivative exercises covering 193,557 shares of Class A Common Stock and related tax-withholding share dispositions processed via net settlement.
What tax-withholding transactions were disclosed for Marqeta (MQ) in this Form 4?
The Form 4 shows 108,084 shares of Class A Common Stock withheld by the issuer at $4.35 per share to satisfy tax obligations, described as net settlement tax-withholding and explicitly not market sales, under Rule 16b-3(e).
What performance stock units were involved in the Marqeta (MQ) filing?
The filing involves performance stock units tied to gross profit and adjusted EBITDA, with vesting triggered after the board determined performance conditions for grants dated March 15, 2024 and March 15, 2025 had been met, with potential payouts up to 200% of target.
Did the Marqeta (MQ) Form 4 indicate use of a Rule 10b5-1 trading plan?
The document-level Rule 10b5-1 checkbox is not marked, and the footnotes discuss exempt transactions under Rules 16b-6(b) and 16b-3(e); there is no statement that these trades occurred pursuant to a pre-arranged 10b5-1 plan.
How many restricted stock units does Crystal Sumner still hold in Marqeta (MQ)?
After the reported June 1, 2026 activity, Crystal Sumner holds 1,101,760 restricted stock units, plus 255,704 performance stock units tied to gross profit and 109,588 tied to adjusted EBITDA, all subject to continued service and performance conditions.