Marqeta (MQ) executive reports equity award vesting and tax withholding transactions

Rhea-AI Filing Summary

Marqeta, Inc. executive Crystal Sumner reported multiple equity award vestings and related share settlements in Class A common stock on March 1, 2026. The transactions reflect exercises and conversions of restricted stock units and performance stock units tied to gross profit and adjusted EBITDA targets, all at a stated price of $0.00 per share for the conversions.

To cover tax withholding on these vestings, shares of Class A common stock were disposed of at a reference price of $3.89 per share, which the filing notes were withheld by Marqeta rather than sold in the open market. After these award-related acquisitions and tax-withholding dispositions, Sumner directly owned 407,512 shares of Marqeta Class A common stock.

Insights

Equity compensation analyst

Routine equity award vesting with tax withholding; no open‑market trading.

The filing shows Crystal Sumner receiving Marqeta equity through vesting and conversion of restricted stock units and performance stock units. These are compensation events, not open‑market purchases, with derivative exercises recorded at a stated price of $0.00 per share.

Several entries with code F document shares withheld at $3.89 per share to satisfy tax obligations, as explained in a footnote that characterizes them as non‑market transactions. The filing also notes performance awards linked to profit and adjusted EBITDA targets, with maximum vesting potential up to 200% of target. Overall, this appears to be standard equity compensation activity rather than a discretionary insider buy or sell.

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
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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^*

Sumner Crystal

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M(1)		27,319	A	$0(1)	339,267	D
Class A Common Stock	03/01/2026		F(2)		14,988(2)	D	$3.89	324,279	D
Class A Common Stock	03/01/2026		M(1)		36,858	A	$0(1)	361,137	D
Class A Common Stock	03/01/2026		F(2)		20,221(2)	D	$3.89	340,916	D
Class A Common Stock	03/01/2026		M(1)		39,041	A	$0(1)	379,957	D
Class A Common Stock	03/01/2026		F(2)		21,418(2)	D	$3.89	358,539	D
Class A Common Stock	03/01/2026		M(1)		10,924(3)	A	$0(1)	369,463	D
Class A Common Stock	03/01/2026		F(2)		5,857(2)(4)	D	$3.89	363,606	D
Class A Common Stock	03/01/2026		M(1)		6,117(5)	A	$0(1)	369,723	D
Class A Common Stock	03/01/2026		F(2)		3,356(2)	D	$3.89	366,367	D
Class A Common Stock	03/01/2026		M(1)		50,996(6)	A	$0(1)	417,363	D
Class A Common Stock	03/01/2026		F(2)		27,977(2)	D	$3.89	389,386	D
Class A Common Stock	03/01/2026		M(1)		40,156(7)	A	$0(1)	429,542	D
Class A Common Stock	03/01/2026		F(2)		22,030(2)	D	$3.89	407,512	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	(8)	03/01/2026		M(1)			27,319	(9)	(9)	Class A Common Stock	27,319	$0	109,274	D
Restricted Stock Units	(8)	03/01/2026		M(1)			36,858	(10)	(10)	Class A Common Stock	36,858	$0	147,435	D
Restricted Stock Units	(8)	03/01/2026		M(1)			39,041	(11)	(11)	Class A Common Stock	39,041	$0	312,325	D
Performance Stock Units (Gross Profit)	(8)	03/01/2026		M(1)			11,058	(12)	(12)	Class A Common Stock	11,058	$0	184,776(13)	D
Performance Stock Units (Adjusted EBITDA)	(8)	03/01/2026		M(1)			4,739	(12)	(12)	Class A Common Stock	4,739	$0	79,190(14)	D
Performance Stock Units (Gross Profit)	(8)	03/01/2026		M(1)			46,849	(15)	(15)	Class A Common Stock	46,849	$0	93,697(13)	D
Performance Stock Units (Adjusted EBITDA)	(8)	03/01/2026		M(1)			20,078	(15)	(15)	Class A Common Stock	20,078	$0	40,156(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 134 fewer shares acquired for performance at less than 100%.

4. Due to an administrative error on a previously filed Form 4, the number of shares withheld by the Issuer to satisfy tax withholding and remittance obligations was overstated by 136 shares and has been subtracted on this form for reconciliation purposes.

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, 2024, and includes 1,378 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 4,147 additional shares acquired for performance at more than 100%

7. 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 20,078 additional shares acquired for performance at more than 100%

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

9. One-fourth (1/4th) of the restricted stock units vested on March 1, 2024, and one-sixteenth (1/16th) of the restricted stock units vest on each June 1, September 1, December 1, and March 1 thereafter until fully vested, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

10. 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.

11. 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 until fully vested, 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 Administrative Officer and Corporate Secretary

	/s/ Tracy Foard, Attorney-in-Fact	03/04/2026
	** 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.
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FAQ

What insider transactions did Marqeta (MQ) report for Crystal Sumner?

Marqeta reported equity compensation activity for Crystal Sumner, including the vesting and conversion of restricted stock units and performance stock units into Class A common stock. Related share dispositions were solely to cover tax withholding obligations, not open‑market sales, as described in the filing’s footnotes.

Did Crystal Sumner buy or sell Marqeta (MQ) shares on the market?

The filing does not show open‑market buys or sells. It records equity award vesting and share conversions, plus share dispositions coded F that represent shares withheld by Marqeta to pay taxes, not market sales, according to an explanatory footnote in the document.

How many Marqeta (MQ) shares did Crystal Sumner own after these transactions?

After the reported vesting, conversions, and tax‑withholding dispositions, Crystal Sumner directly held 407,512 shares of Marqeta Class A common stock. This figure is stated as the total shares of non‑derivative Class A common stock owned following the final transaction on March 1, 2026.

What types of equity awards vested for Crystal Sumner at Marqeta (MQ)?

The transactions involve restricted stock units and performance stock units tied to gross profit and adjusted EBITDA targets. Footnotes explain that performance share vesting depended on the board determining that specified performance conditions were met for awards granted in March 2024 and March 2025.

How were tax obligations handled for Crystal Sumner’s Marqeta (MQ) award vesting?

Tax obligations were satisfied through share withholding rather than cash payments. Transactions coded F show Class A common stock withheld at $3.89 per share to cover exercise price or tax liabilities, which a footnote clarifies were not market transactions but issuer withholdings.

What performance potential do Marqeta (MQ) performance stock units have for Crystal Sumner?

Footnotes indicate the performance stock units can vest over time based on achieving profit or adjusted EBITDA targets. At maximum performance achievement, up to 200% of the target number of shares may vest, subject to continued service through each vesting date.