Marqeta (NYSE: MQ) CEO reports 318,916 shares from vested RSUs and PSUs
Rhea-AI Filing Summary
Marqeta, Inc. CEO Michael Milotich reported a series of equity compensation events in Class A Common Stock on June 1, 2026. He exercised or converted awards covering 318,916 shares, including restricted stock units and performance stock units tied to adjusted EBITDA and gross profit targets.
To cover related tax obligations, 175,950 shares were withheld by Marqeta at $4.35 per share, which the footnotes state is not a market transaction. After these net settlements, Milotich directly held 1,190,983 shares of Class A Common Stock. The filing notes these transactions are exempt from Section 16(b) under specified SEC rules and reflect vesting after the board determined performance conditions were met for awards granted in 2024 and 2025.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 151,135 shares
Net Buy
24 txns
Insider
Milotich Michael
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 49,759 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 41,836 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 68,105 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 119,962 | $0.00 | $0.00 |
| Exercise | Performance Stock Units (Gross Profit) | 14,928 | $0.00 | $0.00 |
| Exercise | Performance Stock Units (Adjusted EBITDA) | 6,397 | $0.00 | $0.00 |
| Exercise | Performance Stock Units (Gross Profit) | 12,550 | $0.00 | $0.00 |
| Exercise | Performance Stock Units (Adjusted EBITDA) | 5,379 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 41,836 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 22,500 | $4.35 | $98K |
| Exercise | Class A Common Stock | 49,759 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 26,859 | $4.35 | $117K |
| Exercise | Class A Common Stock | 68,105 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 36,953 | $4.35 | $161K |
| Exercise | Class A Common Stock | 119,962 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 65,483 | $4.35 | $285K |
| Exercise | Class A Common Stock | 14,746 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 7,596 | $4.35 | $33K |
| Exercise | Class A Common Stock | 8,258 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 4,112 | $4.35 | $18K |
| Exercise | Class A Common Stock | 13,661 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 7,006 | $4.35 | $30K |
| Exercise | Class A Common Stock | 10,758 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 5,441 | $4.35 | $24K |
Holdings After Transaction:
Restricted Stock Units — 2,374,662 shares (Direct);
Performance Stock Units (Gross Profit) — 283,252 shares (Direct);
Performance Stock Units (Adjusted EBITDA) — 121,394 shares (Direct);
Class A Common Stock — 1,322,782 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 182 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 1,861 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 1,111 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 5,379 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-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.
- F9. 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.
- F10. One-twelfth (1/12th) of the restricted stock units vested on December 1, 2025 and one-twelfth (1/12th) of the remaining restricted stock units vest quarterly on each March 1, June 1, September 1, and December 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
Shares from award exercises/vesting: 318,916 shares
Shares withheld for taxes: 175,950 shares
Tax withholding price: $4.35 per share
+3 more
6 metrics
Shares from award exercises/vesting
318,916 shares
ExerciseShares from transaction summary
Shares withheld for taxes
175,950 shares
TaxWithholdingShares from transaction summary
Tax withholding price
$4.35 per share
F-code transactions in Class A Common Stock
Post-transaction holdings
1,190,983 shares
Total shares following last non-derivative F transaction
RSU conversion ratio
1 share per unit
Each restricted stock unit convertible into one Class A share
PSU maximum payout
200% of target
Potential payout for certain performance stock units
Key Terms
Restricted Stock Units, Performance Stock Units (Adjusted EBITDA), Performance Stock Units (Gross Profit), tax withholding, +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 (Adjusted EBITDA) financial
"Performance Stock Units (Adjusted EBITDA) with underlying Class A Common Stock."
Performance Stock Units (Gross Profit) financial
"Performance Stock Units (Gross Profit) with underlying Class A Common Stock."
tax withholding financial
"shares that have been withheld by the Issuer to satisfy tax withholding and remittance obligations"
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
Section 16(b) regulatory
"Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934"
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) CEO Michael Milotich report in this Form 4?
CEO Michael Milotich reported equity compensation activity, not open-market trades. Awards covering 318,916 shares vested or were exercised, while some shares were withheld for taxes. These events stem from restricted and performance-based stock units granted in 2024 and 2025.
Were these Marqeta (MQ) CEO transactions open-market buys or sells?
No open-market buys or sells were reported. The filing shows exercise of equity awards and share withholdings for tax payments, which footnotes state are exempt from Section 16(b) and are not market transactions involving outside buyers or sellers.