Marqeta, Inc.

MQ

Form 4 • Statement of Changes in Beneficial Ownership

SEC Accession Number: 0001870987-26-000006
Filing date: Mar 4, 2026
Earliest execution date: Mar 1, 2026
Reporting Owners: Sumner Crystal (Officer)

Summary

Type

Sell

Net shares

-115,847

% of shares

-4.34%

Amount (USD)

$450,644

Insider confidence score

40.0 out of 100

Positive

  • Tax withholding obligation

Negative

  • Large tax withholding sell (≥1% of shares)
  • Large sell amount ($250K+)

Stock transactions

Transaction 1

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+27,319.0

Acquired/Disposed

Acquired

Shares Owned Before

311,948.0

Shares Owned After

339,267.0

Transaction 2

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-14,988.0

Price per Share

$3.89

Amount (USD)

$58,303.32

Acquired/Disposed

Disposed

Shares Owned Before

339,267.0

Shares Owned After

324,279.0

Transaction 3

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+36,858.0

Acquired/Disposed

Acquired

Shares Owned Before

324,279.0

Shares Owned After

361,137.0

Transaction 4

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-20,221.0

Price per Share

$3.89

Amount (USD)

$78,659.69

Acquired/Disposed

Disposed

Shares Owned Before

361,137.0

Shares Owned After

340,916.0

Transaction 5

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+39,041.0

Acquired/Disposed

Acquired

Shares Owned Before

340,916.0

Shares Owned After

379,957.0

Transaction 6

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-21,418.0

Price per Share

$3.89

Amount (USD)

$83,316.02

Acquired/Disposed

Disposed

Shares Owned Before

379,957.0

Shares Owned After

358,539.0

Transaction 7

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+10,924.0

Acquired/Disposed

Acquired

Shares Owned Before

358,539.0

Shares Owned After

369,463.0

Transaction 8

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-5,857.0

Price per Share

$3.89

Amount (USD)

$22,783.73

Acquired/Disposed

Disposed

Shares Owned Before

369,463.0

Shares Owned After

363,606.0

Transaction 9

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+6,117.0

Acquired/Disposed

Acquired

Shares Owned Before

363,606.0

Shares Owned After

369,723.0

Transaction 10

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-3,356.0

Price per Share

$3.89

Amount (USD)

$13,054.84

Acquired/Disposed

Disposed

Shares Owned Before

369,723.0

Shares Owned After

366,367.0

Transaction 11

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+50,996.0

Acquired/Disposed

Acquired

Shares Owned Before

366,367.0

Shares Owned After

417,363.0

Transaction 12

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-27,977.0

Price per Share

$3.89

Amount (USD)

$108,830.53

Acquired/Disposed

Disposed

Shares Owned Before

417,363.0

Shares Owned After

389,386.0

Transaction 13

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+40,156.0

Acquired/Disposed

Acquired

Shares Owned Before

389,386.0

Shares Owned After

429,542.0

Transaction 14

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-22,030.0

Price per Share

$3.89

Amount (USD)

$85,696.70

Acquired/Disposed

Disposed

Shares Owned Before

429,542.0

Shares Owned After

407,512.0

Derivative Transactions

Transaction 1

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-27,319.0

Acquired/Disposed

Disposed

Shares Owned Before

136,593.0

Shares Owned After

109,274.0

Transaction 2

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-36,858.0

Acquired/Disposed

Disposed

Shares Owned Before

184,293.0

Shares Owned After

147,435.0

Transaction 3

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-39,041.0

Acquired/Disposed

Disposed

Shares Owned Before

351,366.0

Shares Owned After

312,325.0

Transaction 4

Security

Performance Stock Units (Gross Profit)

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-11,058.0

Acquired/Disposed

Disposed

Shares Owned Before

195,834.0

Shares Owned After

184,776.0

Transaction 5

Security

Performance Stock Units (Adjusted EBITDA)

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-4,739.0

Acquired/Disposed

Disposed

Shares Owned Before

83,929.0

Shares Owned After

79,190.0

Transaction 6

Security

Performance Stock Units (Gross Profit)

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-46,849.0

Acquired/Disposed

Disposed

Shares Owned Before

140,546.0

Shares Owned After

93,697.0

Transaction 7

Security

Performance Stock Units (Adjusted EBITDA)

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-20,078.0

Acquired/Disposed

Disposed

Shares Owned Before

60,234.0

Shares Owned After

40,156.0

Filing's footnotes

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 theReporting Person on March 15, 2024, and includes 134 fewer shares acquired for performance at less than 100%.

4. Due to an administrative error on a previously filed Form 4, the number of shares withheld by the Issuer to satisfy tax withholding and remittance obligations was overstated by 136 shares and has been subtracted on this form for reconciliation purposes.

5. 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 theReporting Person on March 15, 2024, and includes 1,378 additional shares acquired for performance at more than 100%

6. 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 theReporting Person on March 15, 2025, and includes 4,147 additional shares acquired for performance at more than 100%

7. 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 theReporting Person on March 15, 2025, and includes 20,078 additional shares acquired for performance at more than 100%

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

9. 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 until fully vested, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

10. 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.

11. 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 until fully vested, subject to the Reporting Person's continued service to the Issuer as of each vesting date.

12. 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.

13. 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.

14. 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.

15. 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, 2025.

This page is for informational purposes only. While we strive for accuracy, the summary may contain inaccuracies or omissions. Please refer to the official SEC filing for authoritative information. Open the SEC filing.