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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 50,367 | $0.00 | -- |
| Exercise | Restricted Stock Units | 15,837 | $0.00 | -- |
| Exercise | Restricted Stock Units | 32,251 | $0.00 | -- |
| Exercise | Restricted Stock Units | 35,144 | $0.00 | -- |
| Exercise | Performance Stock Units (Gross Profit) | 9,675 | $0.00 | -- |
| Exercise | Performance Stock Units (Adjusted EBITDA) | 4,147 | $0.00 | -- |
| Exercise | Class A Common Stock | 50,367 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 27,608 | $6.17 | $170K |
| Exercise | Class A Common Stock | 15,837 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 8,681 | $6.17 | $54K |
| Exercise | Class A Common Stock | 32,251 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 17,678 | $6.17 | $109K |
| Exercise | Class A Common Stock | 35,144 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 19,264 | $6.17 | $119K |
| Exercise | Class A Common Stock | 9,556 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 5,238 | $6.17 | $32K |
| Exercise | Class A Common Stock | 5,354 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 2,935 | $6.17 | $18K |
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 119 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 1,207 additional shares acquired for performance at more than 100%. Each restricted stock unit is convertible into one share of Class A Common Stock. 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. 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. 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. 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. 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.
