What performance conditions affected Marqeta (MQ) CEO share vesting?

Performance stock units vest based on profit and adjusted EBITDA targets set in PSU agreements. Footnotes note awards granted on March 15, 2024 and 2025, with some shares added or reduced depending on whether performance was below or above 100% of target.

Marqeta (NYSE: MQ) CEO reports 318,916 shares from vested RSUs and PSUs

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

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.

Insider Trade Summary

318,916 shares exercised/converted

Mixed 24 txns

Insider Milotich Michael

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	49,759	$0.00	--
Exercise	Restricted Stock Units	41,836	$0.00	--
Exercise	Restricted Stock Units	68,105	$0.00	--
Exercise	Restricted Stock Units	119,962	$0.00	--
Exercise	Performance Stock Units (Gross Profit)	14,928	$0.00	--
Exercise	Performance Stock Units (Adjusted EBITDA)	6,397	$0.00	--
Exercise	Performance Stock Units (Gross Profit)	12,550	$0.00	--
Exercise	Performance Stock Units (Adjusted EBITDA)	5,379	$0.00	--
Exercise	Class A Common Stock	41,836	$0.00	--
Tax Withholding	Class A Common Stock	22,500	$4.35	$98K
Exercise	Class A Common Stock	49,759	$0.00	--
Tax Withholding	Class A Common Stock	26,859	$4.35	$117K
Exercise	Class A Common Stock	68,105	$0.00	--
Tax Withholding	Class A Common Stock	36,953	$4.35	$161K
Exercise	Class A Common Stock	119,962	$0.00	--
Tax Withholding	Class A Common Stock	65,483	$4.35	$285K
Exercise	Class A Common Stock	14,746	$0.00	--
Tax Withholding	Class A Common Stock	7,596	$4.35	$33K
Exercise	Class A Common Stock	8,258	$0.00	--
Tax Withholding	Class A Common Stock	4,112	$4.35	$18K
Exercise	Class A Common Stock	13,661	$0.00	--
Tax Withholding	Class A Common Stock	7,006	$4.35	$30K
Exercise	Class A Common Stock	10,758	$0.00	--
Tax Withholding	Class A Common Stock	5,441	$4.35	$24K

Holdings After Transaction: Restricted Stock Units — 149,278 shares (Direct, null); Performance Stock Units (Gross Profit) — 195,395 shares (Direct, null); Performance Stock Units (Adjusted EBITDA) — 83,741 shares (Direct, null); Class A Common Stock — 1,213,483 shares (Direct, null)

Footnotes (1)

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. 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. 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%. 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%. 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%. 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%. Each restricted stock unit is convertible into one share of Class A Common Stock. 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. 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. 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. 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. 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. 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. 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. 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)"

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 06:41 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Milotich Michael

(Last)

(First)

(Middle)

180 GRAND AVENUE

6TH FLOOR

(Street)

OAKLAND

CALIFORNIA

94612

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Marqeta, Inc. [ MQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/01/2026		M⁽¹⁾		41,836	A	$0⁽¹⁾	1,213,483	D
Class A Common Stock	06/01/2026		F⁽²⁾		22,500⁽²⁾	D	$4.35	1,190,983	D
Class A Common Stock	06/01/2026		M⁽¹⁾		49,759	A	$0⁽¹⁾	1,240,742	D
Class A Common Stock	06/01/2026		F⁽²⁾		26,859⁽²⁾	D	$4.35	1,213,883	D
Class A Common Stock	06/01/2026		M⁽¹⁾		68,105	A	$0⁽¹⁾	1,281,988	D
Class A Common Stock	06/01/2026		F⁽²⁾		36,953⁽²⁾	D	$4.35	1,245,035	D
Class A Common Stock	06/01/2026		M⁽¹⁾		119,962	A	$0⁽¹⁾	1,364,997	D
Class A Common Stock	06/01/2026		F⁽²⁾		65,483⁽²⁾	D	$4.35	1,299,514	D
Class A Common Stock	06/01/2026		M⁽¹⁾		14,746⁽³⁾	A	$0⁽¹⁾	1,314,260	D
Class A Common Stock	06/01/2026		F⁽²⁾		7,596⁽²⁾	D	$4.35	1,306,664	D
Class A Common Stock	06/01/2026		M⁽¹⁾		8,258⁽⁴⁾	A	$0⁽¹⁾	1,314,922	D
Class A Common Stock	06/01/2026		F⁽²⁾		4,112⁽²⁾	D	$4.35	1,310,810	D
Class A Common Stock	06/01/2026		M⁽¹⁾		13,661⁽⁵⁾	A	$0⁽¹⁾	1,324,471	D
Class A Common Stock	06/01/2026		F⁽²⁾		7,006⁽²⁾	D	$4.35	1,317,465	D
Class A Common Stock	06/01/2026		M⁽¹⁾		10,758⁽⁶⁾	A	$0⁽¹⁾	1,328,223	D
Class A Common Stock	06/01/2026		F⁽²⁾		5,441⁽²⁾	D	$4.35	1,322,782	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁷⁾	06/01/2026		M⁽¹⁾			49,759	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	49,759	$0	149,278	D
Restricted Stock Units	⁽⁷⁾	06/01/2026		M⁽¹⁾			41,836	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	41,836	$0	292,857	D
Restricted Stock Units	⁽⁷⁾	06/01/2026		M⁽¹⁾			68,105	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	68,105	$0	612,945	D
Restricted Stock Units	⁽⁷⁾	06/01/2026		M			119,962	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	119,962	$0	1,319,582	D
Performance Stock Units (Gross Profit)	⁽⁷⁾	06/01/2026		M⁽¹⁾			14,928	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	14,928	$0	195,395⁽¹³⁾	D
Performance Stock Units (Adjusted EBITDA)	⁽⁷⁾	06/01/2026		M⁽¹⁾			6,397	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	6,397	$0	83,741⁽¹⁴⁾	D
Performance Stock Units (Gross Profit)	⁽⁷⁾	06/01/2026		M⁽¹⁾			12,550	⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Stock	12,550	$0	87,857⁽¹³⁾	D
Performance Stock Units (Adjusted EBITDA)	⁽⁷⁾	06/01/2026		M⁽¹⁾			5,379	⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Stock	5,379	$0	37,653⁽¹⁴⁾	D

Explanation of Responses:

1. 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.

2. 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.

3. 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%.

4. 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%.

5. 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%.

6. 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%.

7. Each restricted stock unit is convertible into one share of Class A Common Stock.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

Remarks:

Chief Executive Officer

	/s/ Tracy Foard, Attorney-in-Fact	06/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

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.

How many Marqeta (MQ) shares vested or were exercised for the CEO?

Awards for 318,916 shares of Class A Common Stock vested or were exercised. This includes restricted stock units and performance stock units tied to adjusted EBITDA and gross profit targets, reflecting compensation earned after the board confirmed performance conditions were achieved.

How many Marqeta (MQ) shares were withheld for taxes in this filing?

A total of 175,950 shares were withheld at $4.35 per share to satisfy tax obligations. Footnotes clarify these withholdings are not market transactions, but internal net settlements related to vested restricted stock and performance-based awards for the CEO.

How many Marqeta (MQ) shares does the CEO hold after these transactions?

Following the reported transactions, CEO Michael Milotich directly held 1,190,983 shares of Marqeta Class A Common Stock. This figure reflects net holdings after equity awards vested and a portion of shares was withheld by the company for tax remittance purposes.

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.