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

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.

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

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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 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)
	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)
			Code	V	Amount	(A) or (D)	Price
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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.
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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.