Marqeta CEO settles awards, withholds 44.8K shares
Marqeta’s CEO had RSUs and PSUs vest into Class A stock, with a portion withheld at $16.17 per share to satisfy taxes and no open-market trading.
Rhea-AI Filing Summary
Marqeta, Inc. (MQ) reported that Chief Executive Officer Michael Milotich settled multiple equity awards on September 1, 2026. He exercised or converted restricted stock units and performance stock units into 79,726 shares of Class A Common Stock, and 44,835 shares were withheld at $16.17 per share to cover tax liabilities, with all transactions reported as exempt from short-swing liability rules and no open-market buys or sales disclosed.
Positive
- None.
Negative
- None.
Insider Trade Summary
79,726 shares exercised/converted
Exercise
24 txns
Insider
Milotich Michael
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units F7, F1, F8 | 12,439 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F7, F1, F9 | 10,459 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F7, F1, F10 | 17,026 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F7, F11 | 29,990 | $0.00 | $0.00 |
| Exercise | Performance Stock Units (Gross Profit) F7, F1, F12, F13 | 3,732 | $0.00 | $0.00 |
| Exercise | Performance Stock Units (Adjusted EBITDA) F7, F1, F12, F14 | 1,599 | $0.00 | $0.00 |
| Exercise | Performance Stock Units (Gross Profit) F7, F1, F15, F13 | 3,137 | $0.00 | $0.00 |
| Exercise | Performance Stock Units (Adjusted EBITDA) F7, F1, F15, F14 | 1,344 | $0.00 | $0.00 |
| Exercise | Class A Common Stock F1 | 12,439 | $0.00 | $0.00 |
| Tax Withholding | Class A Common Stock F2 | 6,820 | $16.17 | $110K |
| Exercise | Class A Common Stock F1 | 10,459 | $0.00 | $0.00 |
| Tax Withholding | Class A Common Stock F2 | 5,735 | $16.17 | $93K |
| Exercise | Class A Common Stock F1 | 17,026 | $0.00 | $0.00 |
| Tax Withholding | Class A Common Stock F2 | 9,335 | $16.17 | $151K |
| Exercise | Class A Common Stock F1 | 29,990 | $0.00 | $0.00 |
| Tax Withholding | Class A Common Stock F2 | 16,443 | $16.17 | $266K |
| Exercise | Class A Common Stock F1, F3 | 3,687 | $0.00 | $0.00 |
| Tax Withholding | Class A Common Stock F2 | 2,022 | $16.17 | $33K |
| Exercise | Class A Common Stock F1, F4 | 2,064 | $0.00 | $0.00 |
| Tax Withholding | Class A Common Stock F2 | 1,132 | $16.17 | $18K |
| Exercise | Class A Common Stock F1, F5 | 3,415 | $0.00 | $0.00 |
| Tax Withholding | Class A Common Stock F2 | 1,873 | $16.17 | $30K |
| Exercise | Class A Common Stock F1, F6 | 2,689 | $0.00 | $0.00 |
| Tax Withholding | Class A Common Stock F2 | 1,475 | $16.17 | $24K |
Holdings After Transaction:
Restricted Stock Units — 523,750 contracts (Direct);
Performance Stock Units (Gross Profit) — 63,943 contracts (Direct);
Performance Stock Units (Adjusted EBITDA) — 27,405 contracts (Direct);
Class A Common Stock — 367,629 shares (Direct)
Footnotes (15)
- 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.
- 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.
- 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 45 fewer shares acquired for performance at less than 100%.
- 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 465 additional shares acquired for performance at more than 100%.
- 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 278 additional shares acquired for performance at more than 100%.
- 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 1,345 additional shares acquired for performance at more than 100%.
- F7. Each restricted stock unit is convertible into one share of Class A Common Stock.
- F8. 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.
- F9. One-twelfth (1/12th) of the restricted stock units vested 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.
- F10. One-twelfth (1/12th) of the restricted stock units vested on December 1, 2025 and one-twelfth (1/12th) of the remaining restricted stock units vest quarterly on each March 1, June 1, September 1, and December 1 thereafter until fully vested, subject to the Reporting Person's continued service to the Issuer as of each vesting date.
- 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.
- 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.
- 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.
- 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.
- 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.
Key Figures
Shares acquired via RSU/PSU settlement: 79,726 shares
Shares withheld for tax liability: 44,835 shares
Tax-withholding price per share: $16.17 per share
+2 more
5 metrics
Shares acquired via RSU/PSU settlement
79,726 shares
Class A Common Stock received on September 1, 2026 from equity award exercises/conversions
Shares withheld for tax liability
44,835 shares
Class A Common Stock delivered or withheld to satisfy tax obligations on September 1, 2026
Tax-withholding price per share
$16.17 per share
Price used for tax-withholding dispositions of Class A Common Stock
Derivative exercises
8 transactions
Number of exercise or conversion transactions of RSUs/PSUs reported
Code F tax-withholding transactions
8 transactions
Number of transactions paying tax liability by delivering or withholding shares
Key Terms
Restricted Stock Units, Performance Stock Units, net settlement, tax withholding, +2 more
6 terms
Restricted Stock Units financial
"Each restricted stock unit is convertible into one share of Class A"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Units financial
"Represents the number of shares which may be issued at target under the performance stock unit"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
net settlement financial
"in connection with the net settlement of vested restricted stock units"
tax withholding financial
"shares that have been withheld by the Issuer to satisfy tax withholding and remittance obligations"
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
Rule 16b-3(e) regulatory
"Transaction exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e)"
Rule 16b-6(b) regulatory
"Transaction exempt from Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-6(b)"
FAQ
What did Marqeta (MQ) disclose about its CEO’s equity transactions on September 1, 2026?
Marqeta disclosed that CEO Michael Milotich settled equity awards into 79,726 shares of Class A Common Stock, with related tax-withholding transactions, and no open-market purchases or sales were reported.
Were the Marqeta (MQ) CEO’s September 1, 2026 transactions market trades?
No. The filing states the shares withheld for taxes represent amounts retained by Marqeta to meet tax obligations in connection with net settlement of vested restricted stock units and are not market transactions.
Were Marqeta (MQ) CEO transactions on September 1, 2026 under a Rule 10b5-1 plan?
No. The filing indicates no Rule 10b5-1 trading plan applies to these transactions, and they are instead described as exempt under specified Exchange Act rules.
What types of equity awards did the Marqeta (MQ) CEO settle?
The CEO settled Restricted Stock Units and Performance Stock Units tied to gross profit and adjusted EBITDA, each converting on a one-for-one basis into Class A Common Stock when vesting and performance conditions were met.
AI-generated analysis. How Rhea-AI works. Not financial advice.
