Marqeta (MQ) CEO receives new RSU and performance stock unit awards

Rhea-AI Filing Summary

Marqeta, Inc. reported that Chief Executive Officer Michael Milotich received new equity awards consisting of restricted stock units and performance stock units tied to Class A Common Stock. He was granted 1,439,544 restricted stock units, each convertible into one share upon vesting.

One-twelfth of the restricted stock units vest on June 1, 2026, with additional portions vesting quarterly thereafter, subject to his continued service. He also received 616,947 performance stock units that can convert into the same number of shares at target, based on achieving specified gross profit and adjusted EBITDA goals, with up to 200% of the target shares vesting at maximum performance.

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

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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^*

Milotich Michael

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/16/2026		A		1,439,544		(2)	(2)	Class A Common Stock	1,439,544	$0	1,439,544	D
Performance Stock Units (Rule of 40)	(3)	03/16/2026		A		616,947		(4)	(4)	Class A Common Stock	616,947	$0	616,947	D

Explanation of Responses:

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

2. One-twelfth (1/12th) of the restricted stock units vest on June 1, 2026 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.

3. Each performance stock unit is convertible into one share of Class A Common Stock.

4. 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.

Remarks:

	/s/ Tracy Foard, Attorney-in-Fact	03/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did Marqeta (MQ) CEO Michael Milotich receive?

Michael Milotich received 1,439,544 restricted stock units and 616,947 performance stock units, each convertible into one share of Class A Common Stock. These awards represent stock-based compensation tied to service and performance conditions over time.

How do the new Marqeta (MQ) restricted stock units vest for the CEO?

One-twelfth of the restricted stock units vest on June 1, 2026, with one-twelfth of the remaining units vesting quarterly on September 1, December 1, March 1, and June 1. Vesting requires Michael Milotich’s continued service at each vesting date.

What performance conditions apply to Marqeta (MQ) CEO performance stock units?

The performance stock units vest based on achieving gross profit and adjusted EBITDA targets defined in the PSU agreement. At target, 616,947 shares may be issued, and at maximum achievement up to 200% of the target shares would vest, subject to continued service.

Are Marqeta (MQ) CEO RSUs and PSUs settled in Class A Common Stock?

Yes. Each restricted stock unit and each performance stock unit is convertible into one share of Marqeta Class A Common Stock. Actual shares delivered depend on vesting over time and, for performance units, on achieving financial performance goals.

Does the Marqeta (MQ) Form 4 show any stock sales by the CEO?

No. The Form 4 records two acquisition-type transactions coded as grants, not sales. It reflects awards of restricted stock units and performance stock units as compensation, with no reported open-market purchases or sales in this filing.