SEC Form 4 · accession 0001913038-26-000012
Marqeta, Inc. · MQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Milotich
Officer — Chief Executive Officer · Director
Period of report
Sep 1, 2026
Accepted (ET)
Sep 3, 2026 · 7:29 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001522540
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Sep 1, 2026 | M | 12,439 | $0.00 | A | 343,134 | D | |
| Class A Common StockF2 | Sep 1, 2026 | F | 6,820 | $16.17 | D | 336,314 | D | |
| Class A Common StockF1 | Sep 1, 2026 | M | 10,459 | $0.00 | A | 346,773 | D | |
| Class A Common StockF2 | Sep 1, 2026 | F | 5,735 | $16.17 | D | 341,038 | D | |
| Class A Common StockF1 | Sep 1, 2026 | M | 17,026 | $0.00 | A | 358,064 | D | |
| Class A Common StockF2 | Sep 1, 2026 | F | 9,335 | $16.17 | D | 348,729 | D | |
| Class A Common StockF1 | Sep 1, 2026 | M | 29,990 | $0.00 | A | 378,719 | D | |
| Class A Common StockF2 | Sep 1, 2026 | F | 16,443 | $16.17 | D | 362,276 | D | |
| Class A Common StockF3,F1 | Sep 1, 2026 | M | 3,687 | $0.00 | A | 365,963 | D | |
| Class A Common StockF2 | Sep 1, 2026 | F | 2,022 | $16.17 | D | 363,941 | D | |
| Class A Common StockF4,F1 | Sep 1, 2026 | M | 2,064 | $0.00 | A | 366,005 | D | |
| Class A Common StockF2 | Sep 1, 2026 | F | 1,132 | $16.17 | D | 364,873 | D | |
| Class A Common StockF5,F1 | Sep 1, 2026 | M | 3,415 | $0.00 | A | 368,288 | D | |
| Class A Common StockF2 | Sep 1, 2026 | F | 1,873 | $16.17 | D | 366,415 | D | |
| Class A Common StockF6,F1 | Sep 1, 2026 | M | 2,689 | $0.00 | A | 369,104 | D | |
| Class A Common StockF2 | Sep 1, 2026 | F | 1,475 | $16.17 | D | 367,629 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF7,F8 | — | Sep 1, 2026 | M | 12,439 | D | — | — | Class A Common Stock | 12,439 | 24,880 | D |
| Restricted Stock UnitsF7,F9 | — | Sep 1, 2026 | M | 10,459 | D | — | — | Class A Common Stock | 10,459 | 62,755 | D |
| Restricted Stock UnitsF7,F10 | — | Sep 1, 2026 | M | 17,026 | D | — | — | Class A Common Stock | 17,026 | 136,210 | D |
| Restricted Stock UnitsF7,F11 | — | Sep 1, 2026 | M | 29,990 | D | — | — | Class A Common Stock | 29,990 | 299,905 | D |
| Performance Stock Units (Gross Profit)F13,F7,F12 | — | Sep 1, 2026 | M | 3,732 | D | — | — | Class A Common Stock | 3,732 | 45,116 | D |
| Performance Stock Units (Adjusted EBITDA)F14,F7,F12 | — | Sep 1, 2026 | M | 1,599 | D | — | — | Class A Common Stock | 1,599 | 19,336 | D |
| Performance Stock Units (Gross Profit)F13,F7,F15 | — | Sep 1, 2026 | M | 3,137 | D | — | — | Class A Common Stock | 3,137 | 18,827 | D |
| Performance Stock Units (Adjusted EBITDA)F14,F7,F15 | — | Sep 1, 2026 | M | 1,344 | D | — | — | Class A Common Stock | 1,344 | 8,069 | D |
Explanation of responses
- F1Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Act") pursuant to Rule 16b-6(b) promulgated under the Act.
- F10One-twelfth (1/12th) of the restricted stock units vested 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.
- F11One-twelfth (1/12th) of the restricted stock units vested on June 1, 2026 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.
- F12Represents 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.
- F13Represents 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.
- F14Represents 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.
- F15Represents 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.
- F2Represents 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.
- F3Represents 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 45 fewer shares acquired for performance at less than 100%.
- F4Represents 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 465 additional shares acquired for performance at more than 100%.
- F5Represents 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 278 additional shares acquired for performance at more than 100%.
- F6Represents 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 1,345 additional shares acquired for performance at more than 100%.
- F7Each restricted stock unit is convertible into one share of Class A Common Stock.
- F8One-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.
- F9One-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.
Remarks
Chief Executive Officer