Marqeta, Inc.

MQ

Form 4 • Statement of Changes in Beneficial Ownership

SEC Accession Number: 0001913038-26-000002
Filing date: Mar 4, 2026
Earliest execution date: Mar 1, 2026
Reporting Owners: Milotich Michael (CEO)

Summary

Type

Sell

Net shares

-196,309

% of shares

-1.97%

Amount (USD)

$763,642

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

+28,670.0

Acquired/Disposed

Acquired

Shares Owned Before

894,252.0

Shares Owned After

922,922.0

Transaction 2

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-15,726.0

Price per Share

$3.89

Amount (USD)

$61,174.14

Acquired/Disposed

Disposed

Shares Owned Before

922,922.0

Shares Owned After

907,196.0

Transaction 3

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+25,407.0

Acquired/Disposed

Acquired

Shares Owned Before

907,196.0

Shares Owned After

932,603.0

Transaction 4

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-13,936.0

Price per Share

$3.89

Amount (USD)

$54,211.04

Acquired/Disposed

Disposed

Shares Owned Before

932,603.0

Shares Owned After

918,667.0

Transaction 5

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+23,756.0

Acquired/Disposed

Acquired

Shares Owned Before

918,667.0

Shares Owned After

942,423.0

Transaction 6

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-13,031.0

Price per Share

$3.89

Amount (USD)

$50,690.59

Acquired/Disposed

Disposed

Shares Owned Before

942,423.0

Shares Owned After

929,392.0

Transaction 7

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+49,759.0

Acquired/Disposed

Acquired

Shares Owned Before

929,392.0

Shares Owned After

979,151.0

Transaction 8

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-27,293.0

Price per Share

$3.89

Amount (USD)

$106,169.77

Acquired/Disposed

Disposed

Shares Owned Before

979,151.0

Shares Owned After

951,858.0

Transaction 9

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+41,837.0

Acquired/Disposed

Acquired

Shares Owned Before

951,858.0

Shares Owned After

993,695.0

Transaction 10

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-22,948.0

Price per Share

$3.89

Amount (USD)

$89,267.72

Acquired/Disposed

Disposed

Shares Owned Before

993,695.0

Shares Owned After

970,747.0

Transaction 11

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+68,105.0

Acquired/Disposed

Acquired

Shares Owned Before

970,747.0

Shares Owned After

1,038,852.0

Transaction 12

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-37,356.0

Price per Share

$3.89

Amount (USD)

$145,314.84

Acquired/Disposed

Disposed

Shares Owned Before

1,038,852.0

Shares Owned After

1,001,496.0

Transaction 13

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+14,746.0

Acquired/Disposed

Acquired

Shares Owned Before

1,001,496.0

Shares Owned After

1,016,242.0

Transaction 14

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-7,909.0

Price per Share

$3.89

Amount (USD)

$30,766.01

Acquired/Disposed

Disposed

Shares Owned Before

1,016,242.0

Shares Owned After

1,008,333.0

Transaction 15

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+8,259.0

Acquired/Disposed

Acquired

Shares Owned Before

1,008,333.0

Shares Owned After

1,016,592.0

Transaction 16

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-4,531.0

Price per Share

$3.89

Amount (USD)

$17,625.59

Acquired/Disposed

Disposed

Shares Owned Before

1,016,592.0

Shares Owned After

1,012,061.0

Transaction 17

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+54,648.0

Acquired/Disposed

Acquired

Shares Owned Before

1,012,061.0

Shares Owned After

1,066,709.0

Transaction 18

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-29,975.0

Price per Share

$3.89

Amount (USD)

$116,602.75

Acquired/Disposed

Disposed

Shares Owned Before

1,066,709.0

Shares Owned After

1,036,734.0

Transaction 19

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+43,032.0

Acquired/Disposed

Acquired

Shares Owned Before

1,036,734.0

Shares Owned After

1,079,766.0

Transaction 20

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-23,604.0

Price per Share

$3.89

Amount (USD)

$91,819.56

Acquired/Disposed

Disposed

Shares Owned Before

1,079,766.0

Shares Owned After

1,056,162.0

Derivative Transactions

Transaction 1

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-28,670.0

Acquired/Disposed

Disposed

Shares Owned Before

28,670.0

Shares Owned After

0.0

Transaction 2

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-25,407.0

Acquired/Disposed

Disposed

Shares Owned Before

25,407.0

Shares Owned After

0.0

Transaction 3

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-23,756.0

Acquired/Disposed

Disposed

Shares Owned Before

23,756.0

Shares Owned After

0.0

Transaction 4

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-49,759.0

Acquired/Disposed

Disposed

Shares Owned Before

248,796.0

Shares Owned After

199,037.0

Transaction 5

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-41,837.0

Acquired/Disposed

Disposed

Shares Owned Before

376,530.0

Shares Owned After

334,693.0

Transaction 6

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-68,105.0

Acquired/Disposed

Disposed

Shares Owned Before

749,155.0

Shares Owned After

681,050.0

Transaction 7

Security

Performance Stock Units (Gross Profit)

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-14,927.0

Acquired/Disposed

Disposed

Shares Owned Before

225,250.0

Shares Owned After

210,323.0

Transaction 8

Security

Performance Stock Units (Adjusted EBITDA)

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-6,398.0

Acquired/Disposed

Disposed

Shares Owned Before

96,536.0

Shares Owned After

90,138.0

Transaction 9

Security

Performance Stock Units (Gross Profit)

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-50,204.0

Acquired/Disposed

Disposed

Shares Owned Before

150,611.0

Shares Owned After

100,407.0

Transaction 10

Security

Performance Stock Units (Adjusted EBITDA)

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-21,516.0

Acquired/Disposed

Disposed

Shares Owned Before

64,548.0

Shares Owned After

43,032.0

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 the Reporting Person on March 15, 2024, and includes 181 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 180 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 the Reporting Person on March 15, 2024, and includes 1,861 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 the Reporting Person on March 15, 2025, and includes 4,444 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 the Reporting Person on March 15, 2025, and includes 21,516 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, 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.