Marqeta Inc.

06/03/2025 | Press release | Distributed by Public on 06/03/2025 15:23

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Milotich Michael
2. Issuer Name and Ticker or Trading Symbol
Marqeta, Inc. [MQ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
180 GRAND AVENUE, 6TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2025
(Street)
OAKLAND, CA 94612
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 06/01/2025 M(1) 28,670 A $ 0 (1) 630,559 D
Class A Common Stock 06/01/2025 F(2) 15,655(2) D $5.24 614,904 D
Class A Common Stock 06/01/2025 M(1) 25,406 A $ 0 (1) 640,310 D
Class A Common Stock 06/01/2025 F(2) 13,873(2) D $5.24 626,437 D
Class A Common Stock 06/01/2025 M(1) 23,755 A $ 0 (1) 650,192 D
Class A Common Stock 06/01/2025 F(2) 12,971(2) D $5.24 637,221 D
Class A Common Stock 06/01/2025 M(1) 49,759 A $ 0 (1) 686,980 D
Class A Common Stock 06/01/2025 F(2) 27,170(2) D $5.24 659,810 D
Class A Common Stock 06/01/2025 M(1) 41,836 A $ 0 (1) 701,646 D
Class A Common Stock 06/01/2025 F(2) 22,844(2) D $5.24 678,802 D
Class A Common Stock 06/01/2025 M(1) 14,744(3) A $ 0 (1) 693,546 D
Class A Common Stock 06/01/2025 F(2) 8,051(2) D $5.24 685,495 D
Class A Common Stock 06/01/2025 M(1) 8,259(4) A $ 0 (1) 693,754 D
Class A Common Stock 06/01/2025 F(2) 4,510(2) D $5.24 689,244 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (5) 06/01/2025 M(1) 28,670 (6) (6) Class A Common Stock 28,670 $ 0 86,009 D
Restricted Stock Units (5) 06/01/2025 M(1) 25,406 (6) (6) Class A Common Stock 25,406 $ 0 76,220 D
Restricted Stock Units (5) 06/01/2025 M(1) 23,755 (7) (7) Class A Common Stock 23,755 $ 0 71,266 D
Restricted Stock Units (5) 06/01/2025 M(1) 49,759 (8) (8) Class A Common Stock 49,759 $ 0 348,314 D
Restricted Stock Units (5) 06/01/2025 M 41,836 (9) (9) Class A Common Stock 41,836 $ 0 460,203 D
Performance Stock Units (Gross Profit) (5) 06/01/2025 M(1) 14,927 (10) (10) Class A Common Stock 14,927 $ 0 255,105(11) D
Performance Stock Units (Adjusted EBITDA) (5) 06/01/2025 M(1) 6,397 (10) (10) Class A Common Stock 6,397 $ 0 109,331(12) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Milotich Michael
180 GRAND AVENUE
6TH FLOOR
OAKLAND, CA 94612
See Remarks

Signatures

/s/ Tracy Foard, Attorney-in-Fact 06/03/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(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 183 fewer shares acquired for performance at less than 100%.
(4) 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 1,862 additional shares acquired for performance at more than 100%.
(5) Each restricted stock unit is convertible into one share of Class A Common Stock.
(6) 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, subject to the Reporting Person's continued service with the Issuer as of each vesting date.
(7) 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, subject to the Reporting Person's continued service with the Issuer as of each vesting date.
(8) 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, subject to the Reporting Person's continued service with the Issuer as of each vesting date.
(9) 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, subject to the Reporting Person's continued service to the Issuer as of each vesting date.
(10) 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.
(11) 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.
(12) Represents the number of shares which may be issued at target under the PSU over a period of time following achievement of certain 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:
Interim Chief Executive Officer and Chief Financial Officer
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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