MQ Form 4: 817,260 RSUs awarded to Michael Milotich with clear vesting

Rhea-AI Filing Summary

Michael Milotich, a director and listed as Chief Executive Officer and Chief Financial Officer in the remarks, reported a grant of 817,260 restricted stock units (RSUs) in Marqeta, Inc. (MQ) on 09/15/2025. Each RSU converts into one share of Class A Common Stock. The RSUs carry a $0 price and are shown as directly owned for a total of 817,260 shares following the transaction. Vesting begins with one-twelfth (1/12) vesting on December 1, 2025 and then vests quarterly on March 1, June 1, September 1 and December 1 thereafter until fully vested, subject to continued service. The form was signed by an attorney-in-fact on 09/17/2025.

Positive

• Grant of 817,260 RSUs to reporting person documented, with clear conversion ratio of 1 RSU = 1 share
• Detailed vesting schedule disclosed: 1/12 vest on Dec 1, 2025 then quarterly on March 1, June 1, September 1 and December 1
• Direct ownership of 817,260 Class A shares reported following the transaction

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Large RSU award to an insider aligns long-term compensation but represents a material equity grant requiring investor attention.

The filing documents a single, sizeable award of 817,260 RSUs to Michael Milotich with a standard service-based vesting schedule. The award is convertible 1:1 into Class A shares and is recorded at a $0 price, consistent with restricted stock unit treatment. From a governance perspective, such an award ties senior management incentives to stock performance but also increases potential share dilution when vested and settled. The disclosure is straightforward and includes vesting cadence and signer certification.

Executive Compensation Analyst

TL;DR: The grant is a significant equity compensation event; vesting timeline and size are key for pay-for-performance assessment.

This Form 4 reports an equity grant of 817,260 RSUs exercisable into Class A Common Stock on a one-for-one basis, with vesting beginning 12/01/2025 and then quarterly. The $0 price indicates typical restricted units rather than an option. For compensation benchmarking, the absolute size and timing matter for dilution and future share-based expense recognition, and investors should reference proxy and 10-K disclosures for total outstanding equity to assess materiality.

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
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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).

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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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

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	(1)	09/15/2025		A		817,260		(2)	(2)	Class A Common Stock	817,260	$0	817,260	D

Explanation of Responses:

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

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

Remarks:

Chief Executive Officer and Chief Financial Officer

	/s/ Tracy Foard, Attorney-in-Fact	09/17/2025
	** 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 did Michael Milotich report on the Form 4 for Marqeta (MQ)?

He reported a grant of 817,260 restricted stock units (RSUs) on 09/15/2025, each convertible into one share of Class A Common Stock.

What is the vesting schedule for the RSUs reported by MQ insider Michael Milotich?

Vesting begins with one-twelfth (1/12) vesting on December 1, 2025, then vests one-twelfth quarterly on March 1, June 1, September 1 and December 1 thereafter until fully vested.

What price was reported for the RSUs on the Form 4 for MQ?

The Form 4 shows a reported price of $0 for the restricted stock units.

How many Class A shares will the reported RSUs convert into for MQ?

The RSUs convert at a 1:1 ratio, so 817,260 RSUs convert into 817,260 Class A Common shares.

Who signed the Form 4 and when was it signed?

The filing was signed by /s/ Tracy Foard, Attorney-in-Fact on 09/17/2025.