STOCK TITAN

Marqeta CRO settles 51K units, withholds 29K

Marqeta’s chief revenue officer reported the vesting and tax settlement of multiple stock and performance unit awards on September 1, 2026.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Marqeta, Inc. (MQ) reported that Chief Revenue Officer Todd Pollak had multiple equity awards settle on September 1, 2026. A total of 51,114 restricted and performance stock units converted into Class A Common Stock, and 28,952 shares were delivered or withheld to cover tax withholding obligations at $16.17 per share. The transactions are reported as exempt from short-swing profit rules under Section 16(b), and certain performance stock units may vest up to 200% of target based on profit and adjusted EBITDA goals.

Positive

  • None.

Negative

  • None.
Insider Pollak Todd
Role Chief Revenue Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F7, F1, F8 12,591 $0.00 $0.00
Exercise Restricted Stock Units F7, F1, F9 8,062 $0.00 $0.00
Exercise Restricted Stock Units F7, F1, F10 8,786 $0.00 $0.00
Exercise Restricted Stock Units F7, F1, F11 14,453 $0.00 $0.00
Exercise Performance Stock Units (Gross Profit) F7, F1, F12, F13 2,419 $0.00 $0.00
Exercise Performance Stock Units (Adjusted EBITDA) F7, F1, F12, F14 1,037 $0.00 $0.00
Exercise Performance Stock Units (Gross Profit) F7, F1, F15, F13 2,636 $0.00 $0.00
Exercise Performance Stock Units (Adjusted EBITDA) F7, F1, F15, F14 1,130 $0.00 $0.00
Exercise Class A Common Stock F1 12,591 $0.00 $0.00
Tax Withholding Class A Common Stock F2 6,910 $16.17 $112K
Exercise Class A Common Stock F1 8,062 $0.00 $0.00
Tax Withholding Class A Common Stock F2 4,425 $16.17 $72K
Exercise Class A Common Stock F1 8,786 $0.00 $0.00
Tax Withholding Class A Common Stock F2 4,822 $16.17 $78K
Exercise Class A Common Stock F1 14,453 $0.00 $0.00
Tax Withholding Class A Common Stock F2 7,932 $16.17 $128K
Exercise Class A Common Stock F1, F3 2,390 $0.00 $0.00
Tax Withholding Class A Common Stock F2 1,312 $16.17 $21K
Exercise Class A Common Stock F1, F4 1,339 $0.00 $0.00
Tax Withholding Class A Common Stock F2 735 $16.17 $12K
Exercise Class A Common Stock F1, F5 2,870 $0.00 $0.00
Tax Withholding Class A Common Stock F2 1,575 $16.17 $25K
Exercise Class A Common Stock F1, F6 2,260 $0.00 $0.00
Tax Withholding Class A Common Stock F2 1,241 $16.17 $20K
Holdings After Transaction: Restricted Stock Units — 225,966 contracts (Direct); Performance Stock Units (Gross Profit) — 52,281 contracts (Direct); Performance Stock Units (Adjusted EBITDA) — 22,405 contracts (Direct); Class A Common Stock — 208,807 shares (Direct)
Footnotes (15)
  1. F1. 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. F2. 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. F3. 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 29 fewer shares acquired for performance at less than 100%.
  4. F4. 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 302 additional shares acquired for performance at more than 100%.
  5. F5. 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 234 additional shares acquired for performance at more than 100%.
  6. F6. 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 1,130 additional shares acquired for performance at more than 100%.
  7. F7. Each restricted stock unit is convertible into one share of Class A Common Stock.
  8. F8. 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.
  9. F9. 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.
  10. F10. 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.
  11. F11. One-twelfth (1/12th) of the restricted stock units vested 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.
  12. F12. 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. F13. 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. F14. 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. F15. 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.
Equity awards converted into Class A Common Stock 51,114 shares Total derivative exercises and conversions reported for September 1, 2026
Shares delivered or withheld for tax obligations 28,952 shares Shares used to satisfy tax withholding and remittance at vesting
Tax withholding reference price $16.17 per share Price applied to shares delivered or withheld for tax obligations
Derivative award exercises 8 transactions, 51,114 underlying shares Restricted and performance stock units exercised or converted
Tax-related share dispositions 8 transactions, 28,952 shares Shares delivered or withheld to pay exercise price or tax liability
Maximum PSU vesting multiplier 200% of target shares Potential vesting at maximum achievement under performance stock unit terms
restricted stock unit financial
"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"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
performance stock unit financial
"Represents the number of shares which may be issued at target under the performance stock unit ("PSU") over a period of time"
A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.
adjusted EBITDA financial
"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"
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.
Section 16(b) regulatory
"Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Rule 16b-3(e) regulatory
"Transaction exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated under the Act"
Rule 16b-6(b) regulatory
"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"

FAQ

What insider equity activity did Marqeta (MQ) report for Todd Pollak?

Marqeta reported that Chief Revenue Officer Todd Pollak had 51,114 restricted and performance stock units convert into Class A Common Stock on September 1, 2026, reflecting scheduled vesting and performance-based settlement of prior equity awards.

How many Marqeta (MQ) shares were used to cover Todd Pollak’s taxes?

The filing states that 28,952 shares of Class A Common Stock were withheld or delivered to satisfy tax withholding and remittance obligations, at a reported price of $16.17 per share, and that this was not a market transaction.

Were Todd Pollak’s Marqeta (MQ) equity transactions made under a Rule 10b5-1 plan?

No Rule 10b5-1 trading plan is reported. The document-level checkbox for trades under a Rule 10b5-1 plan is not selected, and the footnotes do not state that any of the transactions were executed pursuant to such a plan.

Are Todd Pollak’s Marqeta (MQ) transactions exempt from Section 16(b)?

Yes. The filing states that certain equity award conversions are exempt from Section 16(b) of the Exchange Act under Rule 16b-6(b), and that shares withheld for taxes are exempt under Rule 16b-3(e).

How are Todd Pollak’s Marqeta (MQ) performance stock units structured?

Footnotes explain that performance stock units tied to profit and adjusted EBITDA may settle in shares at target levels over time, and that at maximum achievement, 200% of the target number of shares would vest, subject to continued service and performance conditions.

What performance periods are referenced for Todd Pollak’s Marqeta (MQ) awards?

The filing notes performance share awards granted on March 15, 2024 and March 15, 2025. Shares vested after the board determined that related performance conditions were met, with some tranches settling at less than 100% and others at more than 100% of target.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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*
Pollak Todd

(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 Revenue Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026
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
Class A Common Stock09/01/2026M(1)12,591A$0(1)197,599D
Class A Common Stock09/01/2026F(2)6,910(2)D$16.17190,689D
Class A Common Stock09/01/2026M(1)8,062A$0(1)198,751D
Class A Common Stock09/01/2026F(2)4,425(2)D$16.17194,326D
Class A Common Stock09/01/2026M(1)8,786A$0(1)203,112D
Class A Common Stock09/01/2026F(2)4,822(2)D$16.17198,290D
Class A Common Stock09/01/2026M(1)14,453A$0(1)212,743D
Class A Common Stock09/01/2026F(2)7,932(2)D$16.17204,811D
Class A Common Stock09/01/2026M(1)2,390(3)A$0(1)207,201D
Class A Common Stock09/01/2026F(2)1,312(2)D$16.17205,889D
Class A Common Stock09/01/2026M(1)1,339(4)A$0(1)207,228D
Class A Common Stock09/01/2026F(2)735(2)D$16.17206,493D
Class A Common Stock09/01/2026M(1)2,870(5)A$0(1)209,363D
Class A Common Stock09/01/2026F(2)1,575(2)D$16.17207,788D
Class A Common Stock09/01/2026M(1)2,260(6)A$0(1)210,048D
Class A Common Stock09/01/2026F(2)1,241(2)D$16.17208,807D
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
Restricted Stock Units(7)09/01/2026M(1)12,591 (8) (8)Class A Common Stock12,591$012,592D
Restricted Stock Units(7)09/01/2026M(1)8,062 (9) (9)Class A Common Stock8,062$016,126D
Restricted Stock Units(7)09/01/2026M(1)8,786 (10) (10)Class A Common Stock8,786$052,716D
Restricted Stock Units(7)09/01/2026M(1)14,453 (11) (11)Class A Common Stock14,453$0144,532D
Performance Stock Units (Gross Profit)(7)09/01/2026M(1)2,419 (12) (12)Class A Common Stock2,419$036,467(13)D
Performance Stock Units (Adjusted EBITDA)(7)09/01/2026M(1)1,037 (12) (12)Class A Common Stock1,037$015,628(14)D
Performance Stock Units (Gross Profit)(7)09/01/2026M(1)2,636 (15) (15)Class A Common Stock2,636$015,814(13)D
Performance Stock Units (Adjusted EBITDA)(7)09/01/2026M(1)1,130 (15) (15)Class A Common Stock1,130$06,777(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 29 fewer shares acquired for performance at less than 100%.
4. 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 302 additional shares acquired for performance at more than 100%.
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, 2025, and includes 234 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 1,130 additional shares acquired for performance at more than 100%.
7. Each restricted stock unit is convertible into one share of Class A Common Stock.
8. 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.
9. 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.
10. 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.
11. One-twelfth (1/12th) of the restricted stock units vested 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.
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:
/s/ Tracy Foard, Attorney-in-Fact09/03/2026
** 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)

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