MQ Form 4: Jason Gardner Reports 320K Share Conversion and Large Indirect Holdings

Rhea-AI Filing Summary

Jason M. Gardner, a director and reported >10% owner of Marqeta, Inc. (MQ), filed a Form 4 reporting transactions dated 09/12/2025. The filing shows acquisition of 320,000 shares of Class A Common Stock (transaction code C, $0 price, exempt under Rule 16b-6(b)) and concurrent reporting of 320,000 Class B shares tied to the same transaction. After the reported activity, the Form 4 shows 320,000 Class A shares and 14,977,373 Class A shares held indirectly, plus 7,680,000 derivative-related Class A equivalents reported as indirectly owned. Footnotes state some shares are held in trusts for the reporting person’s children and in a living trust with Jason and Jocelyne Gardner as trustees.

Positive

• Insider acquisition recorded: 320,000 Class A shares reported acquired, increasing reported beneficial exposure.
• Clear disclosure of trust holdings: Footnotes identify shares held in trusts and a living trust, improving transparency about indirect ownership.
• Transaction exempt under Rule 16b-6(b): Filing specifies the exemption, indicating the event is a non-market organizational conversion or similar transaction.

Negative

• Concentrated insider ownership: Large indirect holdings (14,977,373 Class A reported and 7,680,000 derivative-related equivalents) indicate significant insider control that could affect minority shareholder influence.

Insights

Financial Analyst

TL;DR: Insider acquisition of 320,000 shares recorded; holdings remain concentrated through indirect and trust vehicles.

The Form 4 records a non-cash, exempt transaction (Rule 16b-6(b)) where 320,000 Class B units were reported and 320,000 Class A shares were acquired at a $0 price for reporting purposes. The filing lists substantial indirect holdings: 14,977,373 Class A shares held via a living trust and 7,680,000 Class A equivalents tied to derivative reporting. From a capital-structure perspective, the transaction appears organizational/technical and was treated as exempt from short-swing profit rules; it does not disclose cash proceeds or market activity. Investors should note the large insider-aligned ownership stated in the filing.

Corporate Governance Expert

TL;DR: Transaction is consistent with internal ownership transfers and trust arrangements; disclosure clarifies indirect holdings.

The filing clarifies that portions of the reporting person’s position are held in trusts for family members and a living trust with joint trustees, and includes the standard conversion mechanics for Class B to Class A stock. The transaction is marked exempt under Rule 16b-6(b), suggesting it stems from non-market reorganizational or conversion events rather than open-market trading. The disclosure appropriately identifies the nature of indirect beneficial ownership and disclaims beneficial ownership for certain trust-held shares, aligning with common governance disclosures for concentrated insider stakes.

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).

1. Name and Address of Reporting Person^*

Gardner Jason M.

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

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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
Class A Common Stock	09/12/2025		C		320,000	A(1)	$0	320,000	I	See Footnote(2)
Class A Common Stock								14,977,373	I	See Footnote(3)

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
Class B Common Stock	(4)	09/12/2025		C(1)			320,000	(4)	(4)	Class A Common Stock	320,000	$0	7,680,000	I	See Footnote(2)

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. The shares are held of record by trusts for the benefit of the Reporting Person's children and of which the trustee is an independent institution. The Reporting Person disclaims beneficial ownership of the shares held in the trusts for the benefit of the Reporting Person's children.

3. The shares are held of record by Jason Gardner and Jocelyne Gardner as trustees of The Gardner 2008 Living Trust dated March 22, 2008.

4. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon the occurrence of other events set forth in the Issuer's Certificate of Incorporation.

Remarks:

	/s/ Tracy Foard, Attorney-in-Fact	09/15/2025
	** 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 Jason M. Gardner report on the Form 4 for Marqeta (MQ)?

The Form 4 reports a transaction dated 09/12/2025 showing acquisition of 320,000 Class A Common Stock (code C, $0 price) and related reporting of 320,000 Class B shares.

How many Marqeta shares does the filing show Jason Gardner indirectly owns?

The filing shows 14,977,373 Class A shares held indirectly via a living trust and 7,680,000 Class A equivalents related to derivative reporting.

Why is the transaction marked exempt under Rule 16b-6(b)?

The Form 4 states the transaction is exempt from Section 16(b) under Rule 16b-6(b), indicating it arises from a non-market conversion or similar internal reorganization event as described in the filing.

Are any shares held in trusts according to the filing?

Yes. Footnotes state some shares are held of record by trusts for the reporting person’s children with an independent trustee, and other shares are held by Jason and Jocelyne Gardner as trustees of The Gardner 2008 Living Trust dated March 22, 2008.

Does the Form 4 disclose any cash consideration paid for the reported shares?

No. The reported price for the Class A shares is shown as $0, consistent with conversion/organizational reporting; no cash proceeds are disclosed in the filing.