Marqeta (MQ) officer exercises RSUs; 140,095 shares withheld for taxes

Rhea-AI Filing Summary

Marqeta, Inc. officer Crystal Sumner exercised 254,958 restricted stock units, converting them into the same number of shares of Class A common stock at an effective price of $0.0000 per share. Following this derivative exercise, she held 662,470 Class A shares directly.

To cover tax obligations on the vested restricted stock units, 140,095 Class A shares were withheld by Marqeta at $4.08 per share, described as tax withholding and not a market transaction. After this withholding, Sumner directly owned 522,375 Class A shares. The filing notes the transactions are exempt under Section 16(b) rules.

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^*

Sumner Crystal

(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)

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

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)	662,470	D
Class A Common Stock	03/09/2026		F(2)		140,095(2)	D	$4.08	522,375	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:

Chief Administrative Officer and Corporate Secretary

	/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.
* 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).
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FAQ

What insider transaction did Crystal Sumner report at Marqeta (MQ)?

Crystal Sumner exercised 254,958 restricted stock units into Class A common shares. These units converted one-for-one into stock at an effective price of $0.0000 per share, reflecting the vesting and settlement of her equity compensation rather than an open-market purchase or sale.

How many Marqeta (MQ) shares were withheld for taxes in this Form 4?

Marqeta withheld 140,095 Class A shares to satisfy tax obligations. The shares were valued at $4.08 each and were used to cover withholding and remittance for vested restricted stock units, which the filing characterizes as a non-market tax-withholding disposition.

How many Marqeta (MQ) shares does Crystal Sumner own after this transaction?

After the reported transactions, Crystal Sumner directly owns 522,375 Class A shares. Her holdings first increased to 662,470 shares upon RSU conversion, then declined when 140,095 shares were withheld by Marqeta to cover tax liabilities on the vested restricted stock units.

Was Crystal Sumner’s Marqeta (MQ) Form 4 a market sale of shares?

No, the disposition was for tax withholding and not a market sale. The company withheld 140,095 shares at $4.08 per share to satisfy tax and remittance obligations on vested restricted stock units, as specifically noted in the footnotes to the filing.

What type of derivative security did Crystal Sumner exercise at Marqeta (MQ)?

She exercised restricted stock units convertible into Class A common stock. Each restricted stock unit converted into one share of Class A common stock, resulting in the issuance of 254,958 shares, reflecting standard equity compensation mechanics rather than a cash exercise of options.

Are Crystal Sumner’s Marqeta (MQ) transactions exempt under Section 16(b)?

Yes, the filing notes the transactions are exempt under Section 16(b). The RSU conversion is described as exempt pursuant to Rule 16b-6(b), and the tax-withholding share disposition is exempt pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934.