Michael Milotich - 01 Sep 2025 Form 4 Insider Report for Marqeta, Inc. (MQ)

Signature
/s/ Tracy Foard, Attorney-in-Fact
Issuer symbol
MQ
Transactions as of
01 Sep 2025
Net transactions value
-$649,337
Form type
4
Filing time
03 Sep 2025, 17:00:30 UTC
Previous filing
03 Jun 2025
Next filing
17 Sep 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Milotich Michael Interim Chief Executive Officer and Chief Financial Officer 180 GRAND AVENUE, 6TH FLOOR, OAKLAND /s/ Tracy Foard, Attorney-in-Fact 03 Sep 2025 0001913038

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MQ Class A Common Stock Options Exercise $0 +28,669 +4.2% $0.000000 717,913 01 Sep 2025 Direct F1
transaction MQ Class A Common Stock Tax liability $96,739 -15,679 -2.2% $6.17 702,234 01 Sep 2025 Direct F2
transaction MQ Class A Common Stock Options Exercise $0 +25,407 +3.6% $0.000000 727,641 01 Sep 2025 Direct F1
transaction MQ Class A Common Stock Tax liability $85,732 -13,895 -1.9% $6.17 713,746 01 Sep 2025 Direct F2
transaction MQ Class A Common Stock Options Exercise $0 +23,755 +3.3% $0.000000 737,501 01 Sep 2025 Direct F1
transaction MQ Class A Common Stock Tax liability $80,161 -12,992 -1.8% $6.17 724,509 01 Sep 2025 Direct F2
transaction MQ Class A Common Stock Options Exercise $0 +49,759 +6.9% $0.000000 774,268 01 Sep 2025 Direct F1
transaction MQ Class A Common Stock Tax liability $167,904 -27,213 -3.5% $6.17 747,055 01 Sep 2025 Direct F2
transaction MQ Class A Common Stock Options Exercise $0 +41,837 +5.6% $0.000000 788,892 01 Sep 2025 Direct F1
transaction MQ Class A Common Stock Tax liability $141,176 -22,881 -2.9% $6.17 766,011 01 Sep 2025 Direct F2
transaction MQ Class A Common Stock Options Exercise $0 +14,744 +1.9% $0.000000 780,755 01 Sep 2025 Direct F1, F3
transaction MQ Class A Common Stock Tax liability $49,755 -8,064 -1% $6.17 772,691 01 Sep 2025 Direct F2
transaction MQ Class A Common Stock Options Exercise $0 +8,259 +1.1% $0.000000 780,950 01 Sep 2025 Direct F1, F4
transaction MQ Class A Common Stock Tax liability $27,870 -4,517 -0.58% $6.17 776,433 01 Sep 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 -28,669 -33% $0.000000 57,340 01 Sep 2025 Class A Common Stock 28,669 Direct F1, F5, F6
transaction MQ Restricted Stock Units Options Exercise $0 -25,407 -33% $0.000000 50,813 01 Sep 2025 Class A Common Stock 25,407 Direct F1, F5, F6
transaction MQ Restricted Stock Units Options Exercise $0 -23,755 -33% $0.000000 47,511 01 Sep 2025 Class A Common Stock 23,755 Direct F1, F5, F7
transaction MQ Restricted Stock Units Options Exercise $0 -49,759 -14% $0.000000 298,555 01 Sep 2025 Class A Common Stock 49,759 Direct F1, F5, F8
transaction MQ Restricted Stock Units Options Exercise $0 -41,837 -9.1% $0.000000 418,366 01 Sep 2025 Class A Common Stock 41,837 Direct F5, F9
transaction MQ Performance Stock Units (Gross Profit) Options Exercise $0 -14,928 -5.9% $0.000000 240,177 01 Sep 2025 Class A Common Stock 14,928 Direct F1, F5, F10, F11
transaction MQ Performance Stock Units (Adjusted EBITDA) Options Exercise $0 -6,398 -5.9% $0.000000 102,933 01 Sep 2025 Class A Common Stock 6,398 Direct F1, F5, F10, F12
* 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 184 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 1,861 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 One-twelfth (1/12th) of the restricted stock units vested 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.
F10 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.
F11 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.
F12 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:

Interim Chief Executive Officer and Chief Financial Officer