Michael Milotich - 15 Mar 2025 Form 4 Insider Report for Marqeta, Inc. (MQ)

Signature
/s/ Tracy Foard, Attorney-in-Fact
Issuer symbol
MQ
Transactions as of
15 Mar 2025
Net transactions value
$0
Form type
4
Filing time
18 Mar 2025, 19:47:54 UTC
Previous filing
04 Mar 2025
Next filing
03 Jun 2025

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 Award $0 +502,039 $0.000000 502,039 15 Mar 2025 Class A Common Stock 502,039 Direct F1, F2
transaction MQ Restricted Stock Units Award $0 +254,958 $0.000000 254,958 15 Mar 2025 Class A Common Stock 254,958 Direct F1, F3
transaction MQ Performance Stock Units (Gross Profit) Award $0 +150,611 +126% $0.000000 270,032 15 Mar 2025 Class A Common Stock 150,611 Direct F4, F5
transaction MQ Performance Stock Units (Adjusted EBITDA) Award $0 +64,548 +126% $0.000000 115,728 15 Mar 2025 Class A Common Stock 64,548 Direct F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit is convertible into one share of Class A Common Stock.
F2 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.
F3 100% of the restricted stock units vest on the date that is six months following the date that the Issuer's Board appoints a new CEO (the "Appointment Date"), subject to the Reporting Person's continued service to the Issuer as of such vesting date; provided however, that if, following the Appointment Date, the Reporting Person's employment with the Issuer is terminated without Cause (as defined in the Issuer's Executive Severance Plan as currently in effect), 100% of the restricted stock units immediately will vest subject to satisfying the Release Requirement (as defined in the Issuer's Executive Severance Plan as currently in effect).
F4 Each performance stock unit is convertible into one share of Class A Common Stock.
F5 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.
F6 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