Were Marqeta (MQ) CEO share dispositions in this Form 4 open-market sales?

The dispositions were not open-market sales. Shares were withheld by Marqeta at $3.89 per share solely to satisfy tax withholding and remittance obligations tied to vested restricted stock units, as described in the footnotes, and are exempt under Rule 16b-3(e) of the Exchange Act.

Marqeta (MQ) CEO reports major RSU and PSU vesting and tax share withholdings

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Marqeta, Inc. director and Chief Executive Officer Michael Milotich reported a series of equity compensation transactions dated March 1, 2026. Multiple restricted stock units and performance stock units vested and were converted into shares of Class A common stock, reflecting the achievement of gross profit and adjusted EBITDA performance targets set in prior awards.

A portion of the newly vested shares was withheld by Marqeta at a price of $3.89 per share to cover tax withholding and remittance obligations, which the company notes were not market transactions. After these derivative exercises, vesting events, and tax-withholding dispositions, Milotich directly owned 1,056,162 shares of Marqeta Class A common stock.

Insider Trade Summary

330,579 shares exercised/converted

Mixed 30 txns

Insider Milotich Michael

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	28,670	$0.00	--
Exercise	Restricted Stock Units	25,407	$0.00	--
Exercise	Restricted Stock Units	23,756	$0.00	--
Exercise	Restricted Stock Units	49,759	$0.00	--
Exercise	Restricted Stock Units	41,837	$0.00	--
Exercise	Restricted Stock Units	68,105	$0.00	--
Exercise	Performance Stock Units (Gross Profit)	14,927	$0.00	--
Exercise	Performance Stock Units (Adjusted EBITDA)	6,398	$0.00	--
Exercise	Performance Stock Units (Gross Profit)	50,204	$0.00	--
Exercise	Performance Stock Units (Adjusted EBITDA)	21,516	$0.00	--
Exercise	Class A Common Stock	28,670	$0.00	--
Tax Withholding	Class A Common Stock	15,726	$3.89	$61K
Exercise	Class A Common Stock	25,407	$0.00	--
Tax Withholding	Class A Common Stock	13,936	$3.89	$54K
Exercise	Class A Common Stock	23,756	$0.00	--
Tax Withholding	Class A Common Stock	13,031	$3.89	$51K
Exercise	Class A Common Stock	49,759	$0.00	--
Tax Withholding	Class A Common Stock	27,293	$3.89	$106K
Exercise	Class A Common Stock	41,837	$0.00	--
Tax Withholding	Class A Common Stock	22,948	$3.89	$89K
Exercise	Class A Common Stock	68,105	$0.00	--
Tax Withholding	Class A Common Stock	37,356	$3.89	$145K
Exercise	Class A Common Stock	14,746	$0.00	--
Tax Withholding	Class A Common Stock	7,909	$3.89	$31K
Exercise	Class A Common Stock	8,259	$0.00	--
Tax Withholding	Class A Common Stock	4,531	$3.89	$18K
Exercise	Class A Common Stock	54,648	$0.00	--
Tax Withholding	Class A Common Stock	29,975	$3.89	$117K
Exercise	Class A Common Stock	43,032	$0.00	--
Tax Withholding	Class A Common Stock	23,604	$3.89	$92K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance Stock Units (Gross Profit) — 210,323 shares (Direct); Performance Stock Units (Adjusted EBITDA) — 90,138 shares (Direct); Class A Common Stock — 922,922 shares (Direct)

Footnotes (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. 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. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024, and includes 181 fewer shares acquired for performance at less than 100%. Due to an administrative error on a previously filed Form 4, the number of shares withheld by the Issuer to satisfy tax withholding and remittance obligations was overstated by 180 shares and has been subtracted on this form for reconciliation purposes. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024, and includes 1,861 additional shares acquired for performance at more than 100%. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2025, and includes 4,444 additional shares acquired for performance at more than 100%. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2025, and includes 21,516 additional shares acquired for performance at more than 100%. Each restricted stock unit is convertible into one share of Class A Common Stock. One-fourth (1/4th) of the restricted stock units vested on March 1, 2023, and one-sixteenth (1/16th) of the restricted stock units vest on each June 1, September 1, December 1, and March 1 thereafter until fully vested, subject to the Reporting Person's continued service with the Issuer as of each vesting date. One-twelfth (1/12th) of the restricted stock units vested on March 1, 2023, and one-twelfth (1/12th) of the restricted stock units vest on each June 1, September 1, December 1, and March 1 thereafter until fully vested, subject to the Reporting Person's continued service with the Issuer as of each vesting date. One-twelfth (1/12th) of the restricted stock units vested on June 1, 2024, and one-twelfth (1/12th) of the restricted stock units vest on each September 1, December 1, March 1 and June 1 thereafter until fully vested, subject to the Reporting Person's continued service with the Issuer as of each vesting date. One-twelfth (1/12th) of the restricted stock units vested on June 1, 2025 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. One-twelfth (1/12th) of the restricted stock units vest on December 1, 2025 and one-twelfth (1/12th) of the remaining restricted stock units vest quarterly on each March 1, June 1, September 1, and December 1 thereafter until fully vested, subject to the Reporting Person's continued service to the Issuer as of each vesting date. Represents the disposition of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024. 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 profit 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 target number of shares would vest. Represents the number of shares which may be issued at target under the PSU over a period of time following achievement of certain 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 target number of shares would vest. Represents the disposition of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2025.

Form 4 Insider Transactions: What Each Field Means →

03/04/2026 - 05:16 PM

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^*

Milotich Michael

(Last)

(First)

(Middle)

180 GRAND AVENUE

6TH FLOOR

(Street)

OAKLAND

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)
03/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/01/2026		M⁽¹⁾		28,670	A	$0⁽¹⁾	922,922	D
Class A Common Stock	03/01/2026		F⁽²⁾		15,726⁽²⁾	D	$3.89	907,196	D
Class A Common Stock	03/01/2026		M⁽¹⁾		25,407	A	$0⁽¹⁾	932,603	D
Class A Common Stock	03/01/2026		F⁽²⁾		13,936⁽²⁾	D	$3.89	918,667	D
Class A Common Stock	03/01/2026		M⁽¹⁾		23,756	A	$0⁽¹⁾	942,423	D
Class A Common Stock	03/01/2026		F⁽²⁾		13,031⁽²⁾	D	$3.89	929,392	D
Class A Common Stock	03/01/2026		M⁽¹⁾		49,759	A	$0⁽¹⁾	979,151	D
Class A Common Stock	03/01/2026		F⁽²⁾		27,293⁽²⁾	D	$3.89	951,858	D
Class A Common Stock	03/01/2026		M⁽¹⁾		41,837	A	$0⁽¹⁾	993,695	D
Class A Common Stock	03/01/2026		F⁽²⁾		22,948⁽²⁾	D	$3.89	970,747	D
Class A Common Stock	03/01/2026		M⁽¹⁾		68,105	A	$0⁽¹⁾	1,038,852	D
Class A Common Stock	03/01/2026		F⁽²⁾		37,356⁽²⁾	D	$3.89	1,001,496	D
Class A Common Stock	03/01/2026		M⁽¹⁾		14,746⁽³⁾	A	$0⁽¹⁾	1,016,242	D
Class A Common Stock	03/01/2026		F⁽²⁾		7,909⁽²⁾⁽⁴⁾	D	$3.89	1,008,333	D
Class A Common Stock	03/01/2026		M⁽¹⁾		8,259⁽⁵⁾	A	$0⁽¹⁾	1,016,592	D
Class A Common Stock	03/01/2026		F⁽²⁾		4,531⁽²⁾	D	$3.89	1,012,061	D
Class A Common Stock	03/01/2026		M⁽¹⁾		54,648⁽⁶⁾	A	$0⁽¹⁾	1,066,709	D
Class A Common Stock	03/01/2026		F⁽²⁾		29,975⁽²⁾	D	$3.89	1,036,734	D
Class A Common Stock	03/01/2026		M		43,032⁽⁷⁾	A	$0⁽¹⁾	1,079,766	D
Class A Common Stock	03/01/2026		F⁽²⁾		23,604⁽²⁾	D	$3.89	1,056,162	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁸⁾	03/01/2026		M⁽¹⁾			28,670	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	28,670	$0	0	D
Restricted Stock Units	⁽⁸⁾	03/01/2026		M⁽¹⁾			25,407	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	25,407	$0	0	D
Restricted Stock Units	⁽⁸⁾	03/01/2026		M⁽¹⁾			23,756	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	23,756	$0	0	D
Restricted Stock Units	⁽⁸⁾	03/01/2026		M⁽¹⁾			49,759	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	49,759	$0	199,037	D
Restricted Stock Units	⁽⁸⁾	03/01/2026		M⁽¹⁾			41,837	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	41,837	$0	334,693	D
Restricted Stock Units	⁽⁸⁾	03/01/2026		M⁽¹⁾			68,105	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	68,105	$0	681,050	D
Performance Stock Units (Gross Profit)	⁽⁸⁾	03/01/2026		M⁽¹⁾			14,927	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	14,927	$0	210,323⁽¹⁵⁾	D
Performance Stock Units (Adjusted EBITDA)	⁽⁸⁾	03/01/2026		M⁽¹⁾			6,398	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	6,398	$0	90,138⁽¹⁶⁾	D
Performance Stock Units (Gross Profit)	⁽⁸⁾	03/01/2026		M⁽¹⁾			50,204	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	50,204	$0	100,407⁽¹⁵⁾	D
Performance Stock Units (Adjusted EBITDA)	⁽⁸⁾	03/01/2026		M⁽¹⁾			21,516	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	21,516	$0	43,032⁽¹⁶⁾	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. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024, and includes 181 fewer shares acquired for performance at less than 100%.

4. Due to an administrative error on a previously filed Form 4, the number of shares withheld by the Issuer to satisfy tax withholding and remittance obligations was overstated by 180 shares and has been subtracted on this form for reconciliation purposes.

5. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024, and includes 1,861 additional shares acquired for performance at more than 100%.

6. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2025, and includes 4,444 additional shares acquired for performance at more than 100%.

7. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2025, and includes 21,516 additional shares acquired for performance at more than 100%.

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

9. One-fourth (1/4th) of the restricted stock units vested on March 1, 2023, and one-sixteenth (1/16th) of the restricted stock units vest on each June 1, September 1, December 1, and March 1 thereafter until fully vested, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

10. One-twelfth (1/12th) of the restricted stock units vested on March 1, 2023, and one-twelfth (1/12th) of the restricted stock units vest on each June 1, September 1, December 1, and March 1 thereafter until fully vested, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

11. One-twelfth (1/12th) of the restricted stock units vested on June 1, 2024, and one-twelfth (1/12th) of the restricted stock units vest on each September 1, December 1, March 1 and June 1 thereafter until fully vested, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

12. One-twelfth (1/12th) of the restricted stock units vested on June 1, 2025 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.

13. One-twelfth (1/12th) of the restricted stock units vest on December 1, 2025 and one-twelfth (1/12th) of the remaining restricted stock units vest quarterly on each March 1, June 1, September 1, and December 1 thereafter until fully vested, subject to the Reporting Person's continued service to the Issuer as of each vesting date.

14. Represents the disposition of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024.

15. 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 profit 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 target number of shares would vest.

16. Represents the number of shares which may be issued at target under the PSU over a period of time following achievement of certain 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 target number of shares would vest.

17. Represents the disposition of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2025.

Remarks:

Chief Executive Officer

	/s/ Tracy Foard, Attorney-in-Fact	03/04/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Marqeta (MQ) CEO Michael Milotich report?

Michael Milotich reported multiple equity compensation transactions on March 1, 2026, including vesting and conversion of restricted stock units and performance stock units into Class A common stock, along with related tax-withholding share dispositions handled directly by Marqeta rather than through open-market sales.

How many Marqeta (MQ) Class A shares did the CEO hold after these Form 4 transactions?

Following the March 1, 2026 transactions, Michael Milotich directly owned 1,056,162 shares of Marqeta Class A common stock. This figure reflects all reported RSU and PSU conversions plus shares withheld by the company to satisfy tax obligations associated with the vesting events.

What performance conditions affected Marqeta (MQ) CEO performance stock units?

The performance stock units vest based on achieving specified gross profit and adjusted EBITDA targets under award agreements. Footnotes indicate some awards vested at less than 100% and others above 100%, with a maximum of 200% of target shares potentially vesting if performance thresholds are fully exceeded over time.

How do Marqeta (MQ) CEO restricted stock units vest over time?

Several RSU grants vest in scheduled installments. Examples include one-fourth vesting March 1, 2023 with remaining sixteenth tranches quarterly, and others vesting one-twelfth initially then one-twelfth on each March 1, June 1, September 1, and December 1, subject to continued service with Marqeta at each vesting date.

What is the conversion ratio for Marqeta (MQ) restricted stock units held by the CEO?

Each restricted stock unit held by Michael Milotich converts into one share of Marqeta Class A common stock. This one-for-one conversion is explicitly stated in the footnotes and applies when the units vest according to the time-based or performance-based schedules in their respective grant agreements.