Marqeta (MQ) officer gets RSUs, PSUs and sells 5,055 shares

Rhea-AI Filing Summary

Marqeta, Inc. officer Sumner Crystal reported new equity awards and a small stock sale. On March 16, 2026, Crystal received 693,756 restricted stock units and 297,324 performance stock units, each convertible into one share of Class A common stock.

The restricted stock units begin vesting on June 1, 2026, with one-twelfth vesting then and the remainder vesting quarterly, subject to continued service. The performance stock units can earn up to 200% of the target shares based on gross profit and adjusted EBITDA goals. Crystal also sold 5,055 Class A shares at a weighted average price of $3.9814, in trades ranging from $3.96 to $4.02, and held 517,320 shares afterward.

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

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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^*

Sumner Crystal

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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	03/16/2026		S		5,055	D	$3.9814(1)	517,320	D

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
Restricted Stock Units	(2)	03/16/2026		A		693,756		(3)	(3)	Class A Common Stock	693,756	$0	693,756	D
Performance Stock Units (Rule of 40)	(4)	03/16/2026		A		297,324		(5)	(5)	Class A Common Stock	297,324	$0	297,324	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.96 to $4.02, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder 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 ranges set forth in this footnote to this Form 4.

2. Each restricted stock unit is convertible into one share of Class A Common Stock.

3. One-twelfth (1/12th) of the restricted stock units vest 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.

4. Each performance stock unit is convertible into one share of Class A Common Stock.

5. 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 gross profit and 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 shares would vest.

Remarks:

Chief Administrative Officer and Corporate Secretary

	/s/ Tracy Foard, Attorney-in-Fact	03/18/2026
	** 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)

FAQ

What equity awards did Sumner Crystal receive from Marqeta (MQ)?

Sumner Crystal received 693,756 restricted stock units and 297,324 performance stock units, each convertible into one share of Marqeta Class A common stock. These awards represent compensation tied to continued service and, for the performance units, to specified financial performance targets.

How do Sumner Crystal’s Marqeta restricted stock units vest?

One-twelfth of the restricted stock units vests on June 1, 2026. One-twelfth of the remaining units then vests quarterly on each September 1, December 1, March 1, and June 1, subject to Sumner Crystal’s continued service with Marqeta on each vesting date.

How are Marqeta performance stock units for Sumner Crystal earned?

The performance stock units are tied to gross profit and adjusted EBITDA goals in the PSU agreement. The reported 297,324 shares reflect target achievement; at maximum performance, up to 200% of that target amount could vest, subject to Sumner Crystal’s continued service on vesting dates.

Did Sumner Crystal sell any Marqeta (MQ) stock in this Form 4?

Yes. Sumner Crystal sold 5,055 shares of Marqeta Class A common stock in open-market transactions at a weighted average price of $3.9814 per share, with individual trade prices ranging from $3.96 to $4.02, and retained 517,320 shares afterward.

What does the weighted average sale price mean in Sumner Crystal’s Marqeta filing?

The weighted average price of $3.9814 reflects multiple trades between $3.96 and $4.02. The company notes that detailed trade-by-trade pricing will be provided to Marqeta, any security holder, or SEC staff upon request, covering the number of shares sold at each price.

How many Marqeta shares could Sumner Crystal ultimately receive from the performance stock units?

At target, the performance stock units cover 297,324 shares of Class A common stock. The agreement allows up to 200% of this target to vest at maximum performance, so the final number of shares depends on achieving the specified gross profit and adjusted EBITDA thresholds.