Marqeta (MQ) director and 10% owner discloses sales and donation

Rhea-AI Filing Summary

A Marqeta, Inc. director and 10% owner reported sales and a charitable gift of Class A common stock. On December 12, 2025, they sold 5,606 shares held in trusts for their children and 52,551 shares held in The Gardner 2008 Living Trust, both at $5 per share.

They also reported a gift of 502,000 shares to a Section 501(c)(3) charitable organization, for which no value was received and which was effective December 15, 2025. After these transactions, the report shows 314,394 shares in the children’s trusts, for which beneficial ownership is disclaimed, and 14,422,822 shares held of record by Jason Gardner and Jocelyne Gardner as trustees of The Gardner 2008 Living Trust.

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)
12/12/2025

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	12/12/2025		S		5,606	D	$5	314,394	I	See Footnote(1)
Class A Common Stock	12/12/2025		S		52,551	D	$5	14,924,822	I	See Footnote(2)
Class A Common Stock	12/12/2025		G		502,000(3)	D	$0(3)	14,422,822	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 shares are held of record by trusts for the benefit of the Reporting Person's children and of which the trustee is an independent institution. The Reporting Person disclaims beneficial ownership of the shares held in the trusts for the benefit of the Reporting Person's children.

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. This transaction represents a gift/donation effective December 15, 2025, to a charitable organization as described in Section 501(c)(3) of the Internal Revenue Code. This is not a market transaction, thus no price has been reported. No value was received for the gifted shares.

Remarks:

	/s/ Tracy Foard, Attorney-in-Fact	12/16/2025
	** 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 insider transactions did Marqeta (MQ) report on December 12, 2025?

A Marqeta, Inc. director and 10% owner reported two sales of Class A common stock and one gift transaction dated December 12, 2025.

How many Marqeta (MQ) shares were sold and at what price?

The reporting person sold 5,606 shares from trusts for their children and 52,551 shares from The Gardner 2008 Living Trust, each at a price of $5 per share.

What was the size and nature of the charitable gift of Marqeta stock?

The report shows a gift of 502,000 shares of Class A common stock to a Section 501(c)(3) charitable organization, effective December 15, 2025. It is not a market transaction, and no value was received for the gifted shares.

Who holds the Marqeta (MQ) shares after the reported transactions?

After the transactions, the report lists 314,394 shares in trusts for the reporting person’s children and 14,422,822 shares held of record by Jason Gardner and Jocelyne Gardner as trustees of The Gardner 2008 Living Trust.

Does the reporting person claim beneficial ownership of all Marqeta shares held in the trusts?

No. The reporting person expressly disclaims beneficial ownership of the shares held in the trusts for the benefit of their children, which are managed by an independent institutional trustee.

What is the reporting person’s relationship to Marqeta (MQ)?

The reporting person is identified as both a Director and a 10% Owner of Marqeta, Inc.