STOCK TITAN

Marqeta (NYSE: MQ) CTO receives large RSU and performance stock unit awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Strozek Lukasz reported acquisition or exercise transactions in this Form 4 filing.

Marqeta, Inc. Chief Technology Officer Lukasz Strozek reported new equity awards. He received 1,930,156 restricted stock units and 482,536 performance stock units, each convertible into one share of Class A Common Stock at no purchase price.

The performance stock units relate to “Rule of 40” metrics and may be issued at target levels after achieving specified gross profit and adjusted EBITDA goals in the award agreement. At maximum achievement, 200% of the target shares would vest, subject to continued service.

The restricted stock units vest over time, with one-third vesting on June 1, 2027, and the remainder vesting quarterly thereafter, conditioned on Strozek’s continued service with Marqeta as of each vesting date.

Positive

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Insider Strozek Lukasz
Role Chief Technology Officer
Type Security Shares Price Value
Grant/Award Performance Stock Units (Rule of 40) 482,536 $0.00 --
Grant/Award Restricted Stock Units 1,930,156 $0.00 --
Holdings After Transaction: Performance Stock Units (Rule of 40) — 482,536 shares (Direct); Restricted Stock Units — 1,930,156 shares (Direct)
Footnotes (1)
  1. Each performance stock unit is convertible into one share of Class A Common Stock. 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 gross profit and 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 shares would vest. Each restricted stock unit is convertible into one share of Class A Common Stock. One-third (1/3rd) of the restricted stock units vest on June 1, 2027, and an additional 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.
Restricted stock units granted 1,930,156 units Equity award to CTO, each for one Class A share
Performance stock units granted 482,536 units Rule of 40 PSU award to CTO at target
PSU maximum vesting multiple 200% Maximum shares vesting upon top performance achievement
Initial RSU vesting date June 1, 2027 One-third of restricted stock units vest
Post-transaction RSU holdings 1,930,156 units Total restricted stock units following grant
Post-transaction PSU holdings 482,536 units Total performance stock units following grant
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 financial
"Represents the number of shares which may be issued at target under the performance stock unit ("PSU") over a period of time..."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
gross profit financial
"...following achievement of certain gross profit and adjusted EBITDA targets as set forth in the PSU agreement..."
Gross profit is the amount a business keeps from sales after subtracting the direct costs to make or buy the products or services sold — like the money left from a lemonade stand after paying for lemons, sugar and cups. Investors watch gross profit to judge how well a company’s core operations and pricing cover those direct costs, revealing its basic profitability and whether margins are improving or shrinking over time.
adjusted EBITDA financial
"...following achievement of certain gross profit and adjusted EBITDA targets as set forth in the PSU agreement..."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
vesting financial
"One-third (1/3rd) of the restricted stock units vest on June 1, 2027, and an additional one-twelfth (1/12th)... until fully vested..."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
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FAQ

What insider transaction did Marqeta (MQ) CTO Lukasz Strozek report?

Lukasz Strozek reported receiving large equity awards consisting of restricted stock units and performance stock units. These grants are compensation awards, not open-market purchases or sales, and are tied to future service and, for the PSUs, specific financial performance goals.

How many restricted stock units did Marqeta (MQ) grant to its CTO?

Marqeta granted its CTO 1,930,156 restricted stock units, each convertible into one share of Class A Common Stock. These units vest over time, beginning June 1, 2027, with additional portions vesting quarterly as long as he continues serving the company.

What are the terms of the Marqeta (MQ) performance stock units granted to the CTO?

The CTO received 482,536 performance stock units tied to gross profit and adjusted EBITDA targets. Shares may be issued at target levels over time once those metrics are achieved under the PSU agreement, and continued service is required at each vesting date.

Can Marqeta (MQ) performance stock units vest above the target amount?

Yes, the performance stock units can vest above target. At maximum achievement of the specified gross profit and adjusted EBITDA targets, 200% of the target PSU shares would vest, increasing the potential number of shares the CTO ultimately receives.

When do Marqeta (MQ) restricted stock units for the CTO start vesting?

The restricted stock units start vesting on June 1, 2027, when one-third of the award vests. The remaining units vest in equal quarterly installments on September 1, December 1, March 1, and June 1, subject to the CTO’s continued service with Marqeta.

Are the Marqeta (MQ) CTO’s new equity awards market transactions?

No, these awards are compensation-related grants reported as acquisitions under Form 4 code A. They do not involve open-market buying or selling of Marqeta shares, but rather promise future shares based on service and performance conditions.
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*
Strozek Lukasz

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Technology Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026
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
Performance Stock Units (Rule of 40)(1)06/15/2026A482,536 (2) (2)Class A Common Stock482,536$0482,536D
Restricted Stock Units(3)06/15/2026A1,930,156 (4) (4)Class A Common Stock1,930,156$01,930,156D
Explanation of Responses:
1. Each performance stock unit is convertible into one share of Class A Common Stock.
2. 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 gross profit and 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 shares would vest.
3. Each restricted stock unit is convertible into one share of Class A Common Stock.
4. One-third (1/3rd) of the restricted stock units vest on June 1, 2027, and an additional 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.
Remarks:
/s/ Tracy Foard, Attorney-in-Fact07/02/2026
** 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)