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Marqeta (NASDAQ: MQ) director gifts 1.24M shares via family trusts

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Marqeta, Inc. (MQ) director and ten percent owner Jason M. Gardner reported a series of bona fide gifts involving Class B Common Stock, each share convertible into one share of Class A Common Stock. On 2026-08-19, entities associated with Gardner disposed of and acquired blocks of 310,148 Class B shares in four separate gift transfers among family-related trusts and his spouse, with no cash consideration. Following these movements, Gardner continues to have indirect positions in Class B shares convertible into 4,856,369 and 1,920,000 Class A shares through various trusts, and he disclaims beneficial ownership of shares held in trusts for his children.

Positive

  • None.

Negative

  • None.
Insider Gardner Jason M.
Role Director, 10% Owner
Type Security Shares Price Value
Gift Class B Common Stock F1, F2 310,148 $0.00 $0.00
Gift Class B Common Stock F1, F3 310,148 $0.00 $0.00
Gift Class B Common Stock F1 310,148 $0.00 $0.00
Gift Class B Common Stock F1, F4 310,148 $0.00 $0.00
holding Class B Common Stock F1, F5 -- -- --
holding Class B Common Stock F1, F6 -- -- --
Holdings After Transaction: Class B Common Stock — 7,450,489 shares (Indirect, See Footnote); Class B Common Stock — 310,148 shares (Direct)
Footnotes (6)
  1. F1. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon the occurrence of other events set forth in the Issuer's Certificate of Incorporation.
  2. F2. The shares are held directly by the Jason Gardner 2025 GRAT dated May 14, 2025 for which the Reporting Person is a trustee.
  3. F3. The shares are held directly by the Jocelyne Gardner 2025 GRAT dated May 14, 2025 for which the Reporting Person is a trustee.
  4. F4. The shares are held by the spouse of the Reporting Person.
  5. F5. The shares are held directly by The Gardner 2008 Living Trust dated March 22, 2008 for which the Reporting Person and his spouse are trustees.
  6. F6. The shares are held of record by trusts for the benefit of the Reporting Person's children and of which the trustee is an independent institution. The Reporting Person disclaims beneficial ownership of the shares held in the trusts for the benefit of the Reporting Person's children.
Gifted Class B shares per transaction 310,148 shares Size of each bona fide gift transaction on 2026-08-19
Total gifted Class B shares 1,240,592 shares Sum of four bona fide gift transactions on 2026-08-19
Convertible ratio 1 Class B share to 1 Class A share Conversion feature in Marqeta’s Certificate of Incorporation
Indirect underlying Class A shares (Gardner 2008 Living Trust) 4,856,369 shares Underlying Class A shares from indirectly held Class B stock
Indirect underlying Class A shares (children’s trusts) 1,920,000 shares Underlying Class A shares in trusts for Gardner’s children
Reported gift price per share $0.0000 Price per share reported for each bona fide gift
bona fide gift financial
"transaction_code_description: "Bona fide gift""
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
Class B Common Stock financial
"security_title: "Class B Common Stock""
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Grantor Retained Annuity Trust financial
"Jason Gardner 2025 GRAT dated May 14, 2025"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of the shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Certificate of Incorporation regulatory
"events set forth in the Issuer's Certificate of Incorporation"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

FAQ

What insider transactions did Jason M. Gardner report at Marqeta, Inc. (MQ)?

Jason M. Gardner reported four bona fide gifts of Marqeta Class B Common Stock on 2026-08-19, each involving 310,148 shares. The gifts were transfers among family-related trusts and his spouse, with each Class B share convertible into one Class A share.

How many Marqeta (MQ) shares were involved in Jason Gardner’s reported gifts?

The filing shows four bona fide gift transactions, each for 310,148 Class B Common shares, totaling 1,240,592 Class B shares. Each Class B share is convertible into one Class A share under Marqeta’s Certificate of Incorporation.

Were Jason Gardner’s Marqeta (MQ) transactions market sales or purchases?

No. The reported transactions are all coded as G, meaning bona fide gifts. They reflect acquisitions and dispositions via gift transfer among family-related trusts and his spouse, at a reported price of $0.0000 per share.

Does Jason Gardner disclaim beneficial ownership of any Marqeta (MQ) shares?

Yes. The filing states that shares held by trusts for the benefit of Jason Gardner’s children are of record with an independent institutional trustee, and Gardner disclaims beneficial ownership of those shares.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Gardner Jason M.

(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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(1)08/19/2026G310,148 (1) (1)Class A Common Stock310,148$0181,986ISee Footnote(2)
Class B Common Stock(1)08/19/2026G310,148 (1) (1)Class A Common Stock310,148$0181,986ISee Footnote(3)
Class B Common Stock(1)08/19/2026G310,148 (1) (1)Class A Common Stock310,148$0310,148D
Class B Common Stock(1)08/19/2026G310,148 (1) (1)Class A Common Stock310,148$0310,148ISee Footnote(4)
Class B Common Stock(1) (1) (1)Class A Common Stock4,856,3694,856,369ISee Footnote(5)
Class B Common Stock(1) (1) (1)Class A Common Stock1,920,0001,920,000ISee Footnote(6)
Explanation of Responses:
1. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon the occurrence of other events set forth in the Issuer's Certificate of Incorporation.
2. The shares are held directly by the Jason Gardner 2025 GRAT dated May 14, 2025 for which the Reporting Person is a trustee.
3. The shares are held directly by the Jocelyne Gardner 2025 GRAT dated May 14, 2025 for which the Reporting Person is a trustee.
4. The shares are held by the spouse of the Reporting Person.
5. The shares are held directly by The Gardner 2008 Living Trust dated March 22, 2008 for which the Reporting Person and his spouse are trustees.
6. The shares are held of record by trusts for the benefit of the Reporting Person's children and of which the trustee is an independent institution. The Reporting Person disclaims beneficial ownership of the shares held in the trusts for the benefit of the Reporting Person's children.
Remarks:
/s/ Tracy Foard, Attorney-in-Fact08/21/2026
** Signature of Reporting PersonDate
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)