Marqeta (MQ) CRO Todd Pollak updates holdings after RSU and PSU vesting

Q: Were any of Todd Pollak’s Marqeta transactions open-market buys or sells?

No, the Form 4 shows exercise or conversion of derivative securities and tax-withholding dispositions. Footnotes specify that shares withheld at $3.89 per share were used to cover tax obligations and were not market transactions, and the events are exempt from Section 16(b).

Q: What equity awards vested for Todd Pollak at Marqeta (MQ)?

The filing shows vesting of restricted stock units and performance stock units tied to gross profit and adjusted EBITDA targets. Footnotes state these awards were granted on March 15, 2024 and March 15, 2025, with vesting triggered after performance conditions were determined to be met.

Q: How do Todd Pollak’s Marqeta restricted stock units convert into shares?

Each restricted stock unit converts into one share of Marqeta Class A common stock, according to the footnotes. Various vesting schedules apply, with portions vesting on specific quarterly dates, contingent on Pollak’s continued service with the company.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Marqeta, Inc. Chief Revenue Officer Todd Pollak reported multiple equity-award transactions on Class A common stock and related units. Several blocks of restricted stock units and performance stock units vested or were converted into common shares at a price of $0.00 per share, reflecting routine equity compensation. Some of the newly issued shares, including amounts such as 27,649 shares at $3.89 per share, were automatically withheld by Marqeta to cover tax obligations, which the footnotes clarify were not market sales. After these acquisitions and tax-withholding dispositions, Pollak directly held 602,891 shares of Marqeta Class A common stock. The filing notes that these transactions are exempt from Section 16(b) short-swing profit rules and that each restricted stock unit converts into one share of Class A common stock.

Insider Trade Summary

207,669 shares exercised/converted

Mixed 24 txns

Insider Pollak Todd

Role Chief Revenue Officer

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	32,252	$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	Performance Stock Units (Gross Profit)	42,173	$0.00	--
Exercise	Performance Stock Units (Adjusted EBITDA)	18,074	$0.00	--
Exercise	Class A Common Stock	50,367	$0.00	--
Tax Withholding	Class A Common Stock	27,649	$3.89	$108K
Exercise	Class A Common Stock	15,837	$0.00	--
Tax Withholding	Class A Common Stock	8,694	$3.89	$34K
Exercise	Class A Common Stock	32,252	$0.00	--
Tax Withholding	Class A Common Stock	17,705	$3.89	$69K
Exercise	Class A Common Stock	35,144	$0.00	--
Tax Withholding	Class A Common Stock	19,293	$3.89	$75K
Exercise	Class A Common Stock	9,556	$0.00	--
Tax Withholding	Class A Common Stock	5,127	$3.89	$20K
Exercise	Class A Common Stock	5,353	$0.00	--
Tax Withholding	Class A Common Stock	2,939	$3.89	$11K
Exercise	Class A Common Stock	45,906	$0.00	--
Tax Withholding	Class A Common Stock	25,201	$3.89	$98K
Exercise	Class A Common Stock	36,148	$0.00	--
Tax Withholding	Class A Common Stock	19,844	$3.89	$77K

Holdings After Transaction: Restricted Stock Units — 151,100 shares (Direct); Performance Stock Units (Gross Profit) — 165,220 shares (Direct); Performance Stock Units (Adjusted EBITDA) — 70,808 shares (Direct); Class A Common Stock — 549,147 shares (Direct)

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%. 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 119 shares and has been subtracted on this form for reconciliation purposes. 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 1,206 additional shares acquired for performance at more 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, 2025, and includes 3,733 additional shares acquired for performance at more 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, 2025, and includes 18,074 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 until fully vested, 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 until fully vested, 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 until fully vested, 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 until fully vested, 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. 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.

Form 4 Insider Transactions: What Each Field Means →

03/04/2026 - 05:15 PM

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
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^*

Pollak Todd

(Last)

(First)

(Middle)

180 GRAND AVENUE

6TH FLOOR

(Street)

OAKLAND

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/01/2026		M⁽¹⁾		50,367	A	$0⁽¹⁾	549,147	D
Class A Common Stock	03/01/2026		F⁽²⁾		27,649⁽²⁾	D	$3.89	521,498	D
Class A Common Stock	03/01/2026		M⁽¹⁾		15,837	A	$0⁽¹⁾	537,335	D
Class A Common Stock	03/01/2026		F⁽²⁾		8,694⁽²⁾	D	$3.89	528,641	D
Class A Common Stock	03/01/2026		M⁽¹⁾		32,252	A	$0⁽¹⁾	560,893	D
Class A Common Stock	03/01/2026		F⁽²⁾		17,705⁽²⁾	D	$3.89	543,188	D
Class A Common Stock	03/01/2026		M⁽¹⁾		35,144	A	$0⁽¹⁾	578,332	D
Class A Common Stock	03/01/2026		F⁽²⁾		19,293⁽²⁾	D	$3.89	559,039	D
Class A Common Stock	03/01/2026		M⁽¹⁾		9,556⁽³⁾	A	$0⁽¹⁾	568,595	D
Class A Common Stock	03/01/2026		F⁽²⁾		5,127⁽²⁾⁽⁴⁾	D	$3.89	563,468	D
Class A Common Stock	03/01/2026		M⁽¹⁾		5,353⁽⁵⁾	A	$0⁽¹⁾	568,821	D
Class A Common Stock	03/01/2026		F⁽²⁾		2,939⁽²⁾	D	$3.89	565,882	D
Class A Common Stock	03/01/2026		M⁽¹⁾		45,906⁽⁶⁾	A	$0⁽¹⁾	611,788	D
Class A Common Stock	03/01/2026		F⁽²⁾		25,201⁽²⁾	D	$3.89	586,587	D
Class A Common Stock	03/01/2026		M⁽¹⁾		36,148⁽⁷⁾	A	$0⁽¹⁾	622,735	D
Class A Common Stock	03/01/2026		F⁽²⁾		19,844⁽²⁾	D	$3.89	602,891	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁸⁾	03/01/2026		M⁽¹⁾			50,367	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	50,367	$0	151,100	D
Restricted Stock Units	⁽⁸⁾	03/01/2026		M⁽¹⁾			15,837	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	15,837	$0	0	D
Restricted Stock Units	⁽⁸⁾	03/01/2026		M⁽¹⁾			32,252	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	32,252	$0	129,005	D
Restricted Stock Units	⁽⁸⁾	03/01/2026		M⁽¹⁾			35,144	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	35,144	$0	281,152	D
Performance Stock Units (Gross Profit)	⁽⁸⁾	03/01/2026		M⁽¹⁾			9,675	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	9,675	$0	165,220⁽¹⁴⁾	D
Performance Stock Units (Adjusted EBITDA)	⁽⁸⁾	03/01/2026		M⁽¹⁾			4,147	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	4,147	$0	70,808⁽¹⁵⁾	D
Performance Stock Units (Gross Profit)	⁽⁸⁾	03/01/2026		M⁽¹⁾			42,173	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	42,173	$0	84,345⁽¹⁴⁾	D
Performance Stock Units (Adjusted EBITDA)	⁽⁸⁾	03/01/2026		M⁽¹⁾			18,074	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	18,074	$0	36,148⁽¹⁵⁾	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. 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 119 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 1,206 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 3,733 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 18,074 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 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 until fully vested, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

10. 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 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 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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:

	/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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Marqeta (MQ) executive Todd Pollak report in this Form 4?

Todd Pollak reported vesting and conversion of restricted and performance stock units into Marqeta Class A common shares, along with share dispositions used to satisfy tax withholding obligations. These transactions reflect routine equity compensation rather than open-market purchases or sales.

How many Marqeta Class A shares does Todd Pollak own after these transactions?

After the reported equity award vesting and related tax-withholding dispositions, Todd Pollak directly holds 602,891 shares of Marqeta Class A common stock. This figure reflects all Form 4 transactions on the stated date and represents his updated direct ownership position.

Were any of Todd Pollak’s Marqeta transactions open-market buys or sells?

No, the Form 4 shows exercise or conversion of derivative securities and tax-withholding dispositions. Footnotes specify that shares withheld at $3.89 per share were used to cover tax obligations and were not market transactions, and the events are exempt from Section 16(b).

What equity awards vested for Todd Pollak at Marqeta (MQ)?

The filing shows vesting of restricted stock units and performance stock units tied to gross profit and adjusted EBITDA targets. Footnotes state these awards were granted on March 15, 2024 and March 15, 2025, with vesting triggered after performance conditions were determined to be met.

How do Todd Pollak’s Marqeta restricted stock units convert into shares?

Each restricted stock unit converts into one share of Marqeta Class A common stock, according to the footnotes. Various vesting schedules apply, with portions vesting on specific quarterly dates, contingent on Pollak’s continued service with the company.

Why does the Marqeta Form 4 mention Section 16(b) exemptions?

The Form 4 notes that certain equity award exercises and tax-withholding dispositions are exempt from Section 16(b) of the Securities Exchange Act under Rules 16b-6(b) and 16b-3(e). This clarifies they are insider compensation mechanics, not speculative short-swing trading.