MQ Insider Filing: Sumner Crystal Reports RSU/PSU Vesting and Withholding

Rhea-AI Filing Summary

Marqeta, Inc. (MQ) insider Sumner Crystal, Chief Administrative Officer and Corporate Secretary, reported multiple transactions on 09/01/2025 showing vesting and net settlements of restricted stock units and performance stock units. The Form 4 records conversions of RSUs into Class A common stock totaling zero-price issuances in several tranches (27,319; 36,859; 39,041; 10,922; 6,118) and PSUs tied to gross profit and adjusted EBITDA (11,058 and 4,739). The filing also shows shares withheld by the issuer to satisfy tax withholding (14,951; 20,172; 21,366; 5,978; 3,349) at $6.17 per share. Beneficial ownership totals shown after transactions range across reported lines, with the largest post-transaction balance reported as 390,406 Class A shares.

Positive

• Vesting of RSUs and PSUs indicates executive compensation converting to equity, aligning interests with shareholders.
• Clear disclosure of tax-withholding share amounts and exemption codes demonstrates compliance with Section 16 reporting rules.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Insider reported routine vesting and tax-withholding transactions for RSUs and PSUs; disclosure aligns with standard equity compensation practices.

The Form 4 documents multiple tranche vestings of restricted stock units and the settlement of performance stock units for Sumner Crystal, with portions of vested shares withheld to satisfy tax obligations. Transactions are marked exempt where applicable, consistent with Rule 16b-3 and Rule 16b-6. The filing clarifies vesting schedules and performance determinations by the board. From a governance perspective, these are routine compensation events that increase executive alignment with shareholders while reflecting tax-related share withholding rather than open-market sales.

Securities Analyst

TL;DR Multiple zero-price RSU conversions and PSU vestings reported; withheld shares at $6.17 per share covered tax obligations, not a market sale.

The activity shows issuance of Class A shares upon vesting and the issuer's withholding of specified share amounts to satisfy tax remittance. The Form differentiates between exempt transactions and withheld shares, and reports post-transaction beneficial ownership figures across entries (examples include 163,911; 221,152; 390,406 shares underlying various awards). There is no disclosure of open-market dispositions by the reporting person; impact on float is limited to net issuance and withholding. This filing is informational for models tracking insider ownership dilution and executive compensation realization.

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)
09/01/2025

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	09/01/2025		M(1)		27,319	A	$0(1)	301,130	D
Class A Common Stock	09/01/2025		F(2)		14,951(2)	D	$6.17	286,179	D
Class A Common Stock	09/01/2025		M(1)		36,859	A	$0(1)	323,038	D
Class A Common Stock	09/01/2025		F(2)		20,172(2)	D	$6.17	302,866	D
Class A Common Stock	09/01/2025		M(1)		39,041	A	$0(1)	341,907	D
Class A Common Stock	09/01/2025		F(2)		21,366(2)	D	$6.17	320,541	D
Class A Common Stock	09/01/2025		M(1)		10,922(3)	A	$0(1)	331,463	D
Class A Common Stock	09/01/2025		F(2)		5,978(2)	D	$6.17	325,485	D
Class A Common Stock	09/01/2025		M(1)		6,118(4)	A	$0(1)	331,603	D
Class A Common Stock	09/01/2025		F(2)		3,349(2)	D	$6.17	328,254	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	(5)	09/01/2025		M(1)			27,319	(6)	(6)	Class A Common Stock	27,319	$0	163,911	D
Restricted Stock Units	(5)	09/01/2025		M(1)			36,859	(7)	(7)	Class A Common Stock	36,859	$0	221,152	D
Restricted Stock Units	(5)	09/01/2025		M(1)			39,041	(8)	(8)	Class A Common Stock	39,041	$0	390,406	D
Performance Stock Units (Gross Profit)	(5)	09/01/2025		M(1)			11,058	(9)	(9)	Class A Common Stock	11,058	$0	206,891(10)	D
Performance Stock Units (Adjusted EBITDA)	(5)	09/01/2025		M(1)			4,739	(9)	(9)	Class A Common Stock	4,739	$0	88,668(11)	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. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024, and includes 136 fewer shares acquired for performance at less than 100%.

4. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024, and includes 1,379 additional shares acquired for performance at more than 100%

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

6. One-fourth (1/4th) of the restricted stock units vested on March 1, 2024, and one-sixteenth (1/16th) of the restricted stock units vest on each June 1, September 1, December 1, and March 1 thereafter, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

7. One-twelfth (1/12th) of the restricted stock units vested on June 1, 2024, and one-twelfth (1/12th) of the restricted stock units vest on each September 1, December 1, March 1 and June 1 thereafter, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

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

9. Represents the disposition of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024.

10. Represents the number of shares which may be issued at target under the performance stock unit ("PSU") over a period of time following achievement of certain profit 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 target number of shares would vest.

11. Represents the number of shares which may be issued at target under the PSU over a period of time following achievement of certain 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 target number of shares would vest.

Remarks:

Chief Administrative Officer and Corporate Secretary

	/s/ Tracy Foard, Attorney-in-Fact	09/03/2025
	** Signature of Reporting Person	Date
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