Marqeta grants 497,863 RSUs to product chief

Marqeta’s chief product officer received substantial time- and performance-based stock unit grants tied to future service and financial targets.

Rhea-AI Filing Summary

Marqeta, Inc. (symbol: MQ) is the issuer of record for a Form 4 filing submitted to the SEC. Gibbons Eugenia reported acquisition or exercise transactions in this Form 4 filing.

Marqeta, Inc. (MQ) reported that Chief Product Officer Eugenia Gibbons received equity awards on September 15, 2026. She was granted 497,863 Restricted Stock Units, each convertible into one share of Class A Common Stock. One-third vests on September 1, 2027, with the remaining two-thirds vesting in equal quarterly installments on December 1, March 1, June 1, and September 1 thereafter, subject to her continued service.

She was also granted 87,858 Performance Stock Units (Rule of 40), each convertible into one share of Class A Common Stock, representing the target number of shares that may be issued based on gross profit and adjusted EBITDA performance targets under the PSU agreement and continued service. At maximum achievement, 200% of the target shares would vest.

Insider Trade Summary

Grant/Award: 585,721 shares

Grant/Award 2 txns

Insider Gibbons Eugenia

Role Chief Product Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units F1, F2	497,863	$0.00	$0.00
Grant/Award	Performance Stock Units (Rule of 40) F3, F4	87,858	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 497,863 contracts (Direct); Performance Stock Units (Rule of 40) — 87,858 contracts (Direct)

Footnotes (4)

1. F1. Each restricted stock unit is convertible into one share of Class A Common Stock.
2. F2. One-third (1/3rd) of the restricted stock units vest on September 1, 2027, and an additional one-twelfth (1/12th) of the restricted stock units vest on each December 1, March 1, June 1, and September 1 thereafter until fully vested, subject to the Reporting Person's continued service with the Issuer as of each vesting date.
3. F3. Each performance stock unit is convertible into one share of Class A Common Stock.
4. F4. Represents the number of shares which may be issued at target under the performance stock unit over a period of time following achievement of certain gross profit and 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 shares would vest.

Key Figures

Restricted Stock Units granted: 497,863 units RSU vesting initial tranche: 1/3 of 497,863 units Performance Stock Units target: 87,858 units +3 more

6 metrics

Restricted Stock Units granted 497,863 units Grant to Chief Product Officer on September 15, 2026

RSU vesting initial tranche 1/3 of 497,863 units Vests on September 1, 2027, subject to continued service

Performance Stock Units target 87,858 units Target PSUs granted on September 15, 2026

Maximum PSU vesting multiplier 200% Maximum shares that would vest upon highest performance achievement

Underlying Class A Common Stock for RSUs 497,863 shares Each RSU convertible into one share of Class A Common Stock

Underlying Class A Common Stock for PSUs 87,858 shares Each PSU convertible into one share of Class A Common Stock at target

Key Terms

Restricted Stock Units, Performance Stock Units (Rule of 40), gross profit, adjusted EBITDA, +1 more

5 terms

Restricted Stock Units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Performance Stock Units (Rule of 40) financial

"Each performance stock unit is convertible into one share of Class A Common Stock"

gross profit financial

"following achievement of certain gross profit and adjusted EBITDA targets"

Gross profit is the amount a business keeps from sales after subtracting the direct costs to make or buy the products or services sold — like the money left from a lemonade stand after paying for lemons, sugar and cups. Investors watch gross profit to judge how well a company’s core operations and pricing cover those direct costs, revealing its basic profitability and whether margins are improving or shrinking over time.

adjusted EBITDA financial

"following achievement of certain gross profit and adjusted EBITDA targets"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Class A Common Stock financial

"convertible into one share of Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did Marqeta (MQ) grant to Chief Product Officer Eugenia Gibbons?

Marqeta granted 497,863 Restricted Stock Units and 87,858 Performance Stock Units (Rule of 40) to Chief Product Officer Eugenia Gibbons on September 15, 2026, each unit convertible into one share of Class A Common Stock, subject to vesting conditions.

How do the new Restricted Stock Units for MQ’s Chief Product Officer vest?

For Marqeta’s Chief Product Officer, one-third of the 497,863 RSUs vests on September 1, 2027. The remaining RSUs vest in additional one-twelfth installments each December 1, March 1, June 1, and September 1 thereafter, subject to continued service.

What performance conditions apply to the Performance Stock Units reported by MQ?

The 87,858 Performance Stock Units may be earned over time based on achieving specified gross profit and adjusted EBITDA targets in the PSU agreement and the executive’s continued service. At maximum performance, 200% of the target shares, or twice the target amount, would vest.

What class of shares underlies the RSUs and PSUs granted by Marqeta (MQ)?

Both the Restricted Stock Units and the Performance Stock Units are each convertible into one share of Marqeta Class A Common Stock, subject to the vesting and performance conditions described in the award terms.

Were the MQ Form 4 transactions made under a Rule 10b5-1 trading plan?

No. The filing shows the Rule 10b5-1 checkbox as not affirmed, and there is no footnote indicating that these equity award grants were made pursuant to a Rule 10b5-1 or other pre-arranged trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/16/2026 - 05:05 PM Accepted by SEC EDGAR 09/16/2026 - 05:04 PM Learn about SEC filing dates

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^*

Gibbons Eugenia

(Last) (First) (Middle)

180 GRAND AVENUE

6TH FLOOR

(Street)

OAKLAND CALIFORNIA 94612

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Chief Product Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	09/15/2026		A		497,863		(2)	(2)	Class A Common Stock	497,863	$0	497,863	D
Performance Stock Units (Rule of 40)	(3)	09/15/2026		A		87,858		(4)	(4)	Class A Common Stock	87,858	$0	87,858	D

Explanation of Responses:

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

2. One-third (1/3rd) of the restricted stock units vest on September 1, 2027, and an additional one-twelfth (1/12th) of the restricted stock units vest on each December 1, March 1, June 1, and September 1 thereafter until fully vested, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

3. Each performance stock unit is convertible into one share of Class A Common Stock.

4. Represents the number of shares which may be issued at target under the performance stock unit over a period of time following achievement of certain gross profit and 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 shares would vest.

Remarks:

	/s/ Tracy Foard, Attorney-in-Fact	09/16/2026
	** 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.
* Form 4: SEC 1474 (03-26)