Michael Milotich - Mar 1, 2025 Form 4 Insider Report for Marqeta, Inc. (MQ)

Role
Interim Chief Executive Officer and Chief Financial Officer
Signature
/s/ Tracy Foard, Attorney-in-Fact
Stock symbol
MQ
Transactions as of
Mar 1, 2025
Transactions value $
-$494,658
Form type
4
Date filed
3/4/2025, 09:23 PM
Previous filing
Dec 3, 2024
Next filing
Mar 18, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MQ Class A Common Stock Options Exercise $0 +28.7K +5.71% $0.00 531K Mar 1, 2025 Direct F1
transaction MQ Class A Common Stock Tax liability -$64.6K -15.6K -2.95% $4.13 515K Mar 1, 2025 Direct F2
transaction MQ Class A Common Stock Options Exercise $0 +25.4K +4.93% $0.00 540K Mar 1, 2025 Direct F1
transaction MQ Class A Common Stock Tax liability -$57.2K -13.9K -2.56% $4.13 527K Mar 1, 2025 Direct F2
transaction MQ Class A Common Stock Options Exercise $0 +23.8K +4.51% $0.00 550K Mar 1, 2025 Direct F1
transaction MQ Class A Common Stock Tax liability -$53.5K -13K -2.35% $4.13 537K Mar 1, 2025 Direct F2
transaction MQ Class A Common Stock Options Exercise $0 +49.8K +9.26% $0.00 587K Mar 1, 2025 Direct F1
transaction MQ Class A Common Stock Tax liability -$112K -27.1K -4.62% $4.13 560K Mar 1, 2025 Direct F2
transaction MQ Class A Common Stock Options Exercise $0 +59K +10.53% $0.00 619K Mar 1, 2025 Direct F1, F3
transaction MQ Class A Common Stock Tax liability -$133K -32.2K -5.2% $4.13 587K Mar 1, 2025 Direct F2
transaction MQ Class A Common Stock Options Exercise $0 +33K +5.63% $0.00 620K Mar 1, 2025 Direct F1, F4
transaction MQ Class A Common Stock Tax liability -$74.4K -18K -2.91% $4.13 602K Mar 1, 2025 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MQ Restricted Stock Units Options Exercise $0 -28.7K -20% $0.00 115K Mar 1, 2025 Class A Common Stock 28.7K Direct F1, F5, F6
transaction MQ Restricted Stock Units Options Exercise $0 -25.4K -20% $0.00 102K Mar 1, 2025 Class A Common Stock 25.4K Direct F1, F5, F6
transaction MQ Restricted Stock Units Options Exercise $0 -23.8K -20% $0.00 95K Mar 1, 2025 Class A Common Stock 23.8K Direct F1, F5, F7
transaction MQ Restricted Stock Units Options Exercise $0 -49.8K -11.11% $0.00 398K Mar 1, 2025 Class A Common Stock 49.8K Direct F1, F5, F8
transaction MQ Performance Stock Units (Gross Profit) Options Exercise $0 -59.7K -33.33% $0.00 119K Mar 1, 2025 Class A Common Stock 59.7K Direct F1, F5, F9, F10
transaction MQ Performance Stock Units (Adjusted EBITDA) Options Exercise $0 -25.6K -33.33% $0.00 51.2K Mar 1, 2025 Class A Common Stock 25.6K Direct F1, F5, F9, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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 731 fewer shares acquired for performance at less than 100%.
F4 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 7,445 additional shares acquired for performance at more than 100%.
F5 Each restricted stock unit is convertible into one share of Class A Common Stock.
F6 One-fourth (1/4th) of the restricted stock units vested on March 1, 2023, 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.
F7 One-twelfth (1/12th) of the restricted stock units vested on March 1, 2023, and one-twelfth (1/12th) 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.
F8 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.
F9 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.
F10 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 shares would vest.
F11 Represents the number of shares which may be issued at target under the PSU over a period of time following achievement of certain 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:

Interim Chief Executive Officer and Chief Financial Officer