Marqeta, Inc.

MQ

Form 4 • Statement of Changes in Beneficial Ownership

SEC Accession Number: 0001964406-26-000002
Filing date: Mar 4, 2026
Earliest execution date: Mar 1, 2026

Summary

Type

Sell

Net shares

-126,452

% of shares

-2.75%

Amount (USD)

$491,898

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

+50,367.0

Acquired/Disposed

Acquired

Shares Owned Before

498,780.0

Shares Owned After

549,147.0

Transaction 2

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-27,649.0

Price per Share

$3.89

Amount (USD)

$107,554.61

Acquired/Disposed

Disposed

Shares Owned Before

549,147.0

Shares Owned After

521,498.0

Transaction 3

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+15,837.0

Acquired/Disposed

Acquired

Shares Owned Before

521,498.0

Shares Owned After

537,335.0

Transaction 4

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-8,694.0

Price per Share

$3.89

Amount (USD)

$33,819.66

Acquired/Disposed

Disposed

Shares Owned Before

537,335.0

Shares Owned After

528,641.0

Transaction 5

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+32,252.0

Acquired/Disposed

Acquired

Shares Owned Before

528,641.0

Shares Owned After

560,893.0

Transaction 6

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-17,705.0

Price per Share

$3.89

Amount (USD)

$68,872.45

Acquired/Disposed

Disposed

Shares Owned Before

560,893.0

Shares Owned After

543,188.0

Transaction 7

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+35,144.0

Acquired/Disposed

Acquired

Shares Owned Before

543,188.0

Shares Owned After

578,332.0

Transaction 8

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-19,293.0

Price per Share

$3.89

Amount (USD)

$75,049.77

Acquired/Disposed

Disposed

Shares Owned Before

578,332.0

Shares Owned After

559,039.0

Transaction 9

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+9,556.0

Acquired/Disposed

Acquired

Shares Owned Before

559,039.0

Shares Owned After

568,595.0

Transaction 10

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-5,127.0

Price per Share

$3.89

Amount (USD)

$19,944.03

Acquired/Disposed

Disposed

Shares Owned Before

568,595.0

Shares Owned After

563,468.0

Transaction 11

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+5,353.0

Acquired/Disposed

Acquired

Shares Owned Before

563,468.0

Shares Owned After

568,821.0

Transaction 12

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-2,939.0

Price per Share

$3.89

Amount (USD)

$11,432.71

Acquired/Disposed

Disposed

Shares Owned Before

568,821.0

Shares Owned After

565,882.0

Transaction 13

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+45,906.0

Acquired/Disposed

Acquired

Shares Owned Before

565,882.0

Shares Owned After

611,788.0

Transaction 14

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-25,201.0

Price per Share

$3.89

Amount (USD)

$98,031.89

Acquired/Disposed

Disposed

Shares Owned Before

611,788.0

Shares Owned After

586,587.0

Transaction 15

Security

Class A Common Stock

Action

Exercise

Date

2026-03-01

Code

M

Net shares

+36,148.0

Acquired/Disposed

Acquired

Shares Owned Before

586,587.0

Shares Owned After

622,735.0

Transaction 16

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-01

Code

F

Net shares

-19,844.0

Price per Share

$3.89

Amount (USD)

$77,193.16

Acquired/Disposed

Disposed

Shares Owned Before

622,735.0

Shares Owned After

602,891.0

Derivative Transactions

Transaction 1

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-50,367.0

Acquired/Disposed

Disposed

Shares Owned Before

201,467.0

Shares Owned After

151,100.0

Transaction 2

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-15,837.0

Acquired/Disposed

Disposed

Shares Owned Before

15,837.0

Shares Owned After

0.0

Transaction 3

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-32,252.0

Acquired/Disposed

Disposed

Shares Owned Before

161,257.0

Shares Owned After

129,005.0

Transaction 4

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-35,144.0

Acquired/Disposed

Disposed

Shares Owned Before

316,296.0

Shares Owned After

281,152.0

Transaction 5

Security

Performance Stock Units (Gross Profit)

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-9,675.0

Acquired/Disposed

Disposed

Shares Owned Before

174,895.0

Shares Owned After

165,220.0

Transaction 6

Security

Performance Stock Units (Adjusted EBITDA)

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-4,147.0

Acquired/Disposed

Disposed

Shares Owned Before

74,955.0

Shares Owned After

70,808.0

Transaction 7

Security

Performance Stock Units (Gross Profit)

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-42,173.0

Acquired/Disposed

Disposed

Shares Owned Before

126,518.0

Shares Owned After

84,345.0

Transaction 8

Security

Performance Stock Units (Adjusted EBITDA)

Action

Exercise

Date

2026-03-01

Code

M

Net shares

-18,074.0

Acquired/Disposed

Disposed

Shares Owned Before

54,222.0

Shares Owned After

36,148.0

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 119 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 119 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 1,206 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 3,733 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 18,074 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 December 1, 2023, and one-sixteenth (1/16th) of the restricted stock units vest on each March 1, June 1, September 1, and December 1 thereafter until fully vested, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

10. One-third (1/3rd) of the restricted stock units vested on March 1, 2024, 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 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.

13. 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.

14. 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.

15. 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.

16. 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.