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

Signature
/s/ Tracy Foard, Attorney-in-Fact
Issuer symbol
MQ
Transactions as of
01 Dec 2025
Net transactions value
-$675,765
Form type
4
Filing time
03 Dec 2025, 17:37:44 UTC
Previous filing
17 Sep 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Milotich Michael Chief Executive Officer and Chief Financial Officer, Director 180 GRAND AVENUE, 6TH FLOOR, OAKLAND /s/ Tracy Foard, Attorney-in-Fact 03 Dec 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 +28,670 +3.7% $0.000000 805,103 01 Dec 2025 Direct F1
transaction MQ Class A Common Stock Tax liability $74,268 -15,685 -1.9% $4.74 789,418 01 Dec 2025 Direct F2
transaction MQ Class A Common Stock Options Exercise $0 +25,406 +3.2% $0.000000 814,824 01 Dec 2025 Direct F1
transaction MQ Class A Common Stock Tax liability $65,816 -13,900 -1.7% $4.74 800,924 01 Dec 2025 Direct F2
transaction MQ Class A Common Stock Options Exercise $0 +23,755 +3% $0.000000 824,679 01 Dec 2025 Direct F1
transaction MQ Class A Common Stock Tax liability $61,536 -12,996 -1.6% $4.74 811,683 01 Dec 2025 Direct F2
transaction MQ Class A Common Stock Options Exercise $0 +49,759 +6.1% $0.000000 861,442 01 Dec 2025 Direct F1
transaction MQ Class A Common Stock Tax liability $128,901 -27,223 -3.2% $4.74 834,219 01 Dec 2025 Direct F2
transaction MQ Class A Common Stock Options Exercise $0 +41,836 +5% $0.000000 876,055 01 Dec 2025 Direct F1
transaction MQ Class A Common Stock Tax liability $108,375 -22,888 -2.6% $4.74 853,167 01 Dec 2025 Direct F2
transaction MQ Class A Common Stock Options Exercise $0 +68,105 +8% $0.000000 921,272 01 Dec 2025 Direct F1
transaction MQ Class A Common Stock Tax liability $176,421 -37,259 -4% $4.74 884,013 01 Dec 2025 Direct F2
transaction MQ Class A Common Stock Options Exercise $0 +14,747 +1.7% $0.000000 898,760 01 Dec 2025 Direct F1, F3
transaction MQ Class A Common Stock Tax liability $39,054 -8,248 -0.92% $4.74 890,512 01 Dec 2025 Direct F2
transaction MQ Class A Common Stock Options Exercise $0 +8,258 +0.93% $0.000000 898,770 01 Dec 2025 Direct F1, F4
transaction MQ Class A Common Stock Tax liability $21,393 -4,518 -0.5% $4.74 894,252 01 Dec 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 -28,670 -50% $0.000000 28,670 01 Dec 2025 Class A Common Stock 28,670 Direct F1, F5, F6
transaction MQ Restricted Stock Units Options Exercise $0 -25,406 -50% $0.000000 25,407 01 Dec 2025 Class A Common Stock 25,406 Direct F1, F5, F6
transaction MQ Restricted Stock Units Options Exercise $0 -23,755 -50% $0.000000 23,756 01 Dec 2025 Class A Common Stock 23,755 Direct F1, F5, F7
transaction MQ Restricted Stock Units Options Exercise $0 -49,759 -17% $0.000000 248,796 01 Dec 2025 Class A Common Stock 49,759 Direct F1, F5, F8
transaction MQ Restricted Stock Units Options Exercise $0 -41,836 -10% $0.000000 376,530 01 Dec 2025 Class A Common Stock 41,836 Direct F1, F5, F9
transaction MQ Restricted Stock Units Options Exercise $0 -68,105 -8.3% $0.000000 749,155 01 Dec 2025 Class A Common Stock 68,105 Direct F1, F5, F10
transaction MQ Performance Stock Units (Gross Profit) Options Exercise $0 -14,927 -6.2% $0.000000 225,250 01 Dec 2025 Class A Common Stock 14,927 Direct F1, F5, F11, F12
transaction MQ Performance Stock Units (Adjusted EBITDA) Options Exercise $0 -6,397 -6.2% $0.000000 96,536 01 Dec 2025 Class A Common Stock 6,397 Direct F1, F5, F11, F13
* 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 180 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 until fully vested, 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 until fully vested, 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 until fully vested, 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 until fully vested, subject to the Reporting Person's continued service to the Issuer as of each vesting date.
F10 One-twelfth (1/12th) of the restricted stock units vest on December 1, 2025 and one-twelfth (1/12th) of the remaining restricted stock units vest quarterly on each March 1, June 1, September 1, and December 1 thereafter until fully vested, subject to the Reporting Person's continued service to the Issuer as of each vesting date.
F11 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.
F12 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.
F13 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 Executive Officer and Chief Financial Officer