MQ Insider Filing: Todd Pollak Reports Multiple RSU/PSU Vestings and Withheld Shares

Rhea-AI Filing Summary

On September 1, 2025, Marqeta, Inc. Chief Revenue Officer Todd Pollak reported multiple transactions tied to vesting of restricted stock units (RSUs) and performance stock units (PSUs). The filing shows a series of vestings converting RSUs into Class A common shares at $0 per share, adding lots to his beneficial ownership, and simultaneous dispositions where the issuer withheld shares to satisfy tax obligations at $6.17 per share. Following the reported activity, Mr. Pollak beneficially owns multiple tranches of Class A stock and derivative positions including 251,833 RSU-converted shares and PSU balances shown at target and maximum potential levels.

Positive

• RSU vesting converted to Class A shares, increasing the reporting person's beneficial ownership as disclosed
• PSU performance targets were met per Board determinations, resulting in PSU dispositions/allocations

Negative

• Issuer withheld shares to satisfy tax obligations in connection with net settlement, resulting in dispositions at $6.17 per share
• Some PSU vesting included less-than-100% performance for a tranche (119 fewer shares), indicating partial performance outcomes

Insights

Securities Analyst

TL;DR: Insider reported standard scheduled vesting and tax-withholding dispositions; no market sale transactions were reported.

The Form 4 discloses multiple restricted stock unit vestings and related issuer-withheld share dispositions to satisfy tax withholding at $6.17 per share. Several RSU and PSU tranches converted to Class A common stock, with specific post-transaction beneficial ownership amounts listed. Transaction codes indicate exemptions under Rule 16b-6(b) and Rule 16b-3(e), confirming these were non-market, plan-based settlements rather than open-market sales. For investors, this is a routine equity compensation settlement with clear mechanics disclosed.

Corporate Governance Expert

TL;DR: The filing documents routine compensation vesting and issuer withholding; disclosures follow Section 16 mechanics.

The report details vesting schedules and the board's determinations that certain performance conditions were met for PSUs granted March 15, 2024. Explanatory footnotes specify vesting schedules, the use of issuer share withholding for taxes, and potential PSU payout ranges (target and up to 200% at maximum). Signatures and Rule citations are included, indicating compliance with Section 16 reporting requirements. Materiality is limited to insider compensation mechanics rather than company operational changes.

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

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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^*

Pollak Todd

(Last) (First) (Middle)

180 GRAND AVENUE

6TH FLOOR

(Street)

OAKLAND CA 94612

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/01/2025		M(1)		50,367	A	$0(1)	414,892	D
Class A Common Stock	09/01/2025		F(2)		27,608(2)	D	$6.17	387,284	D
Class A Common Stock	09/01/2025		M(1)		15,837	A	$0(1)	403,121	D
Class A Common Stock	09/01/2025		F(2)		8,681(2)	D	$6.17	394,440	D
Class A Common Stock	09/01/2025		M(1)		32,251	A	$0(1)	426,691	D
Class A Common Stock	09/01/2025		F(2)		17,678(2)	D	$6.17	409,013	D
Class A Common Stock	09/01/2025		M(1)		35,144	A	$0(1)	444,157	D
Class A Common Stock	09/01/2025		F(2)		19,264(2)	D	$6.17	424,893	D
Class A Common Stock	09/01/2025		M(1)		9,556(3)	A	$0(1)	434,449	D
Class A Common Stock	09/01/2025		F(2)		5,238(2)	D	$6.17	429,211	D
Class A Common Stock	09/01/2025		M(1)		5,354(4)	A	$0(1)	434,565	D
Class A Common Stock	09/01/2025		F(2)		2,935(2)	D	$6.17	431,630	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(5)	09/01/2025		M(1)			50,367	(6)	(6)	Class A Common Stock	50,367	$0	251,833	D
Restricted Stock Units	(5)	09/01/2025		M(1)			15,837	(7)	(7)	Class A Common Stock	15,837	$0	31,674	D
Restricted Stock Units	(5)	09/01/2025		M(1)			32,251	(8)	(8)	Class A Common Stock	32,251	$0	193,508	D
Restricted Stock Units	(5)	09/01/2025		M(1)			35,144	(9)	(9)	Class A Common Stock	35,144	$0	351,440	D
Performance Stock Units (Gross Profit)	(5)	09/01/2025		M(1)			9,675	(10)	(10)	Class A Common Stock	9,675	$0	184,571(11)	D
Performance Stock Units (Adjusted EBITDA)	(5)	09/01/2025		M(1)			4,147	(10)	(10)	Class A Common Stock	4,147	$0	79,101(12)	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 119 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 1,207 additional shares acquired for performance at more than 100%.

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

6. One-fourth (1/4th) of the restricted stock units vested on December 1, 2023, and one-sixteenth (1/16th) of the restricted stock units vest on each March 1, June 1, September 1, and December 1 thereafter, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

7. One-third (1/3rd) of the restricted stock units vested on March 1, 2024, and one-twelfth (1/12th) of the restricted stock units vest on each June 1, September 1, December 1, and March 1 thereafter, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

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, 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 vest 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, subject to the Reporting Person's continued service to the Issuer as of each vesting date.

10. 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.

11. 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.

12. 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.

Remarks:

	/s/ Tracy Foard, Attorney-in-Fact	09/03/2025
	** 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.
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FAQ

What transactions did Todd Pollak report on the Form 4 for Marqeta (MQ)?

Multiple RSU and PSU vestings on 09/01/2025 with issuer-withheld share dispositions to satisfy tax withholding at $6.17 per share.

How many RSU-converted shares does the filing show after the transactions?

Post-transaction beneficial ownership includes RSU-derived positions such as 251,833 shares (from one RSU tranche) and other RSU totals reflected in the table.

Were any open-market sales reported in this Form 4?

No open-market sales were reported; dispositions shown represent issuer withholding to satisfy tax obligations, exempt under Rule 16b-3(e).

Do the PSUs have performance-based outcomes disclosed?

Yes. The filing states PSUs for gross profit and adjusted EBITDA vested per the Board's determination, with target share amounts and a note that up to 200% of target may vest at maximum achievement.

What exemptions or codes are referenced for these transactions?

Transaction codes and footnotes cite Rule 16b-6(b) for exempt transactions and Rule 16b-3(e) for issuer withholding related dispositions.