Marqeta director converts 270K shares to Class A

Marqeta, Inc. (MQ) reported that director and ten percent owner Jason M. Gardner, through The Gardner 2008 Living Trust, converted 270,000 shares of Class B Common Stock into 270,000 shares of Class A Common Stock on September 14, 2026.

Rhea-AI Filing Summary

Marqeta, Inc. (MQ) reported that director and ten percent owner Jason M. Gardner, through The Gardner 2008 Living Trust, converted 270,000 shares of Class B Common Stock into 270,000 shares of Class A Common Stock on September 14, 2026. Following the conversion, the trust held 4,586,369 Class B and 3,826,343 Class A shares indirectly. The filing notes the transaction is exempt from Section 16(b) under Rule 16b-6(b) and no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

270,000 shares exercised/converted

Exercise 2 txns

Insider Gardner Jason M.

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock F3, F1, F2	270,000	$0.00	$0.00
Conversion	Class A Common Stock F1, F2	270,000	$0.00	$0.00

Holdings After Transaction: Class B Common Stock — 4,586,369 contracts (Indirect, See Footnote); Class A Common Stock — 3,826,343 shares (Indirect, See Footnote)

Footnotes (3)

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. The shares are held of record by Jason Gardner and Jocelyne Gardner as trustees of The Gardner 2008 Living Trust dated March 22, 2008.
3. F3. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon the occurrence of other events set forth in the Issuer's Certificate of Incorporation.

Key Figures

Class B shares converted: 270,000 shares Class A shares received: 270,000 shares Class B holdings after transaction: 4,586,369 shares +3 more

6 metrics

Class B shares converted 270,000 shares Class B Common Stock converted into Class A on September 14, 2026

Class A shares received 270,000 shares Class A Common Stock acquired upon conversion on September 14, 2026

Class B holdings after transaction 4,586,369 shares Indirectly held by The Gardner 2008 Living Trust following the conversion

Class A holdings after transaction 3,826,343 shares Indirectly held by The Gardner 2008 Living Trust following the conversion

Transactions coded as conversions 2 transactions One disposition of Class B and one acquisition of Class A on September 14, 2026

Rule 10b5-1 status No Rule 10b5-1 plan reported Document-level checkbox for pre-arranged trading plans is unchecked

Key Terms

Section 16(b), Rule 16b-6(b), Class B Common Stock, Class A Common Stock, +2 more

6 terms

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-6(b) regulatory

"pursuant to Rule 16b-6(b) promulgated under the Act"

Class B Common Stock financial

"Each share of Class B Common Stock is convertible into one share"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Class A Common Stock financial

"convertible into one share of Class A Common Stock at the option"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Certificate of Incorporation regulatory

"events set forth in the Issuer's Certificate of Incorporation"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

Living Trust financial

"trustees of The Gardner 2008 Living Trust dated March 22, 2008"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Marqeta (MQ) report for Jason M. Gardner?

Jason M. Gardner reported converting 270,000 shares of Class B Common Stock into 270,000 shares of Class A Common Stock on September 14, 2026, through The Gardner 2008 Living Trust. The transaction is reported as a derivative conversion at a price of $0.00 per share.

How many Marqeta (MQ) shares does the Gardner 2008 Living Trust hold after this transaction?

After the conversion, The Gardner 2008 Living Trust holds 4,586,369 shares of Class B Common Stock and 3,826,343 shares of Class A Common Stock of Marqeta, Inc., all reported as indirectly owned by Jason M. and Jocelyne Gardner as trustees.

Was the Marqeta (MQ) insider conversion exempt under Section 16(b)?

Yes. The filing states the conversion is exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b), which applies to certain conversions of derivative securities into underlying equity securities.

Were Jason Gardner’s Marqeta (MQ) transactions under a Rule 10b5-1 trading plan?

No. The document-level checkbox indicates no Rule 10b5-1 plan, and the footnotes do not describe any pre-arranged trading plan. The reported activity is a conversion of derivative securities rather than an open-market trade.

Who legally holds the Marqeta (MQ) shares reported in this Form 4?

The filing explains that the shares are held of record by Jason Gardner and Jocelyne Gardner as trustees of The Gardner 2008 Living Trust dated March 22, 2008, and are reported as indirectly owned by Jason M. Gardner.

What is the conversion ratio between Marqeta (MQ) Class B and Class A Common Stock in this filing?

The filing states that each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon certain events described in Marqeta’s Certificate of Incorporation.

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

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Available on EDGAR 09/16/2026 - 05:04 PM Accepted by SEC EDGAR 09/16/2026 - 05:04 PM Learn about SEC filing dates

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^*

Gardner Jason M.

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2026

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
Class A Common Stock	09/14/2026		C		270,000	A(1)	$0	3,826,343	I	See Footnote(2)

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
Class B Common Stock	(3)	09/14/2026		C(1)			270,000	(3)	(3)	Class A Common Stock	270,000	$0	4,586,369	I	See Footnote(2)

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. The shares are held of record by Jason Gardner and Jocelyne Gardner as trustees of The Gardner 2008 Living Trust dated March 22, 2008.

3. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon the occurrence of other events set forth in the Issuer's Certificate of Incorporation.

Remarks:

	/s/ Tracy Foard, Attorney-in-Fact	09/16/2026
	** 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)