Marqeta (MQ) CEO exercises 254,958 RSUs with 139,473 shares withheld for taxes

Rhea-AI Filing Summary

Marqeta, Inc. Chief Executive Officer Michael Milotich exercised restricted stock units into 254,958 shares of Class A common stock on March 9, 2026. Of these shares, 139,473 were withheld by the company at $4.08 per share to cover tax obligations, which the footnotes state was not a market transaction. After these compensation-related events, he holds 1,171,647 Class A shares directly. The filing notes these transactions are exempt from Section 16(b) under Rules 16b-6(b) and 16b-3(e).

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

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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).

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^*

Milotich Michael

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

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		M(1)		254,958	A	$0(1)	1,311,120	D
Class A Common Stock	03/09/2026		F(2)		139,473(2)	D	$4.08	1,171,647	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	(3)	03/09/2026		M(1)			254,958	(4)	(4)	Class A Common Stock	254,958	$0	0	D

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. 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.

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

4. 100% of the restricted stock units vest on the date that is six months following the date that the Issuer's Board appoints a new CEO (the "Appointment Date"), subject to the Reporting Person's continued service to the Issuer as of such vesting date; provided however, that if, following the Appointment Date, the Reporting Person's employment with the Issuer is terminated without Cause (as defined in the Issuer's Executive Severance Plan as currently in effect), 100% of the restricted stock units immediately will vest subject to satisfying the Release Requirement (as defined in the Issuer's Executive Severance Plan as currently in effect).

Remarks:

	/s/ Tracy Foard, Attorney-in-Fact	03/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Marqeta (MQ) CEO Michael Milotich report in this Form 4?

Michael Milotich reported exercising restricted stock units into 254,958 Class A shares. The transaction reflects equity compensation vesting, not an open-market trade, and is recorded as an exercise and related tax-withholding disposition under Section 16 rules.

How many Marqeta (MQ) shares were withheld for taxes in this filing?

The company withheld 139,473 Class A shares at $4.08 per share to satisfy tax obligations. Footnotes clarify this was to cover withholding and remittance requirements and was not a market transaction involving open-market selling of shares.

How many Marqeta (MQ) shares does the CEO hold after these transactions?

Following the vesting and tax withholding, Michael Milotich directly holds 1,171,647 shares of Marqeta Class A common stock. This figure reflects his updated direct ownership position after the net settlement of the reported restricted stock units.

Were the Marqeta (MQ) CEO’s transactions open-market buys or sells?

No, the reported actions are an exercise of restricted stock units and a tax-withholding disposition. Footnotes specify that the withheld shares satisfied tax obligations and do not represent an open-market purchase or sale of Marqeta stock.

Are the Marqeta (MQ) CEO’s equity transactions exempt under Section 16(b)?

Yes. The Form 4 states the derivative exercise is exempt under Rule 16b-6(b), and the tax-withholding share disposition is exempt under Rule 16b-3(e). These provisions treat the events as compensation mechanics rather than speculative trading.

What type of security did the Marqeta (MQ) CEO convert in this Form 4?

He converted restricted stock units into Class A common stock, on a one-for-one basis according to the footnotes. This represents equity compensation vesting, turning previously granted units into tradable shares of Marqeta stock.