MQ insider sale: Jason Gardner disposes 2.25M Class A shares at $6.63 avg

Rhea-AI Filing Summary

Jason M. Gardner, a director and 10% owner of Marqeta, Inc. (MQ), reported a sale of Class A common stock. On 08/07/2025 he disposed of 2,250,000 shares by sale at a weighted average price of $6.6347 per share, with individual trade prices ranging from $6.36 to $6.835.

The Form 4 shows that following the reported transaction the reporting person beneficially owns 15,399,000 shares indirectly. The shares are held of record by Jason and Jocelyne Gardner as trustees of The Gardner 2008 Living Trust dated March 22, 2008. The filing bears a signature by Tracy Foard, Attorney-in-Fact, dated 08/08/2025.

Positive

• Transparent disclosure: Form 4 filed showing insider transaction details including dates, amounts, and prices
• Substantial retained ownership: Reporting person continues to beneficially own 15,399,000 shares indirectly via a trust

Negative

• Large insider sale: Disposal of 2,250,000 Class A shares on 08/07/2025 at a weighted average of $6.6347 per share
• Multiple trade prices: Reported trades occurred at prices ranging from $6.36 to $6.835, indicating staged dispositions

Insights

Corporate Governance Expert

TL;DR: Director sold a large block of MQ shares but retains substantial indirect ownership via a family trust.

The Form 4 discloses a material insider sale of 2,250,000 Class A shares on 08/07/2025 at a weighted average of $6.6347, with trade prices between $6.36 and $6.835. Material facts: the reporting person is identified as a director and 10% owner, and the post-transaction beneficial ownership is 15,399,000 shares held indirectly in a revocable trust. From a governance perspective, the filing meets disclosure requirements and confirms continued concentrated insider ownership, which can align long-term interests despite the near-term disposition.

Securities Analyst

TL;DR: Significant insider sale disclosed; investors should note transaction size and remaining trust holdings.

The sale of 2,250,000 shares at a weighted average of $6.6347 is a notable liquidity event by a director and 10% owner. The Form 4 explicitly records 15,399,000 shares beneficially owned after the sale and identifies record ownership by a family trust. These concrete figures allow investors to quantify insider exposure and immediate supply added to the market without speculation on motives.

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).

X

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

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	08/07/2025		S		2,250,000	D	$6.6347(1)	15,399,000	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

Explanation of Responses:

1. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.36 to $6.835 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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.

Remarks:

	/s/ Tracy Foard, Attorney-in-Fact	08/08/2025
	** 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.

FAQ

What transaction did Marqeta (MQ) director Jason M. Gardner report on Form 4?

He reported a sale of 2,250,000 Class A shares on 08/07/2025 at a weighted average price of $6.6347 per share.

How many Marqeta shares does the reporting person beneficially own after the transaction?

The Form 4 shows beneficial ownership of 15,399,000 shares following the reported transaction.

Who holds the shares of record according to the filing?

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

What price range was disclosed for the shares sold?

The footnote states sales occurred at prices ranging from $6.36 to $6.835 per share; the reported weighted average is $6.6347.

When was the Form 4 signed and by whom?

The filing is signed by Tracy Foard, Attorney-in-Fact and dated 08/08/2025.