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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 320,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 320,000 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
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. 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. The shares are held of record by Jason Gardner and Jocelyne Gardner as trustees of The Gardner 2008 Living Trust dated March 22, 2008. 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.
