Marqeta Inc.

07/02/2026 | Press release | Distributed by Public on 07/02/2026 15:33

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
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(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)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
180 GRAND AVENUE, 6TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026
(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 330,695(1) 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
Performance Stock Units (Adjusted EBITDA) (2) (3) (3) Class A Common Stock 20,935(4) 20,935(4) D
Performance Stock Units (Adjusted EBITDA) (2) (5) (5) Class A Common Stock 9,413(4) 9,413(4) D
Performance Stock Units (Gross Profit) (2) (6) (6) Class A Common Stock 48,848(4) 48,848(4) D
Performance Stock Units (Gross Profit) (2) (7) (7) Class A Common Stock 21,964(4) 21,964(4) D
Performance Stock Units (Rule of 40) (2) (8) (8) Class A Common Stock 154,236(4) 154,236(4) D
Restricted Stock Units (9) (10) (10) Class A Common Stock 37,319(11) 37,319(11) D
Restricted Stock Units (9) (12) (12) Class A Common Stock 73,214(11) 73,214(11) D
Restricted Stock Units (9) (13) (13) Class A Common Stock(9) 153,236(11) 153,236(11) D
Restricted Stock Units (9) (14) (14) Class A Common Stock 329,895(11) 329,895(11) D
Stock Option (Right to Buy) $34.88(15) (16) 03/14/2032 Class A Common Stock 203,690(15) 203,690(15) D
Stock Option (Right to Buy) $39.36(15) (16) 05/20/2032 Class A Common Stock 171,679(15) 171,679(15) D
Stock Option (Right to Buy) $16.28(15) (16) 03/14/2033 Class A Common Stock 140,171(15) 140,171(15) D

Reporting Owners

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

Signatures

/s/ Tracy Foard, Attorney-in-Fact 07/02/2026
**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) The number of shares beneficially owned reflects the 1-for-4 reverse stock split effected June 30, 2026 (the "Reverse Stock Split"). Cash was paid in lieu of any fractional shares resulting from the Reverse Stock Split.
(2) Each performance stock unit ("PSU") is convertible into one share of Class A Common Stock.
(3) Represents the number of shares which may be issued at target under the PSU, granted March 15, 2024, over a period of time following achievement of certain EBITDA targets as set forth in the applicable PSU agreement, subject to the Reporting Person's continued service to the Issuer as of each vesting date.
(4) The number of shares subject to PSUs reflects the Reverse Stock Split.
(5) Represents the number of shares which may be issued at target under the PSU, granted March 15, 2025, over a period of time following achievement of certain EBITDA targets as set forth in the applicable PSU agreement, subject to the Reporting Person's continued service to the Issuer as of each vesting date
(6) Represents the number of shares which may be issued at target under the PSU, granted March 15, 2024, over a period of time following achievement of certain profit targets as set forth in the applicable PSU agreement, subject to the Reporting Person's continued service to the Issuer as of each vesting date.
(7) Represents the number of shares which may be issued at target under the PSU, granted March 15, 2025, over a period of time following achievement of certain profit targets as set forth in the applicable PSU agreement, subject to the Reporting Person's continued service to the Issuer as of each vesting date.
(8) Represents the number of shares which may be issued at target under the PSU, granted March 16, 2026, over a period of time following achievement of certain gross profit and adjusted EBITDA targets as set forth in the applicable PSU agreement, subject to the Reporting Person's continued service to the Issuer as of each vesting date. At maximum achievement, 200% of the shares would vest.
(9) Each restricted stock unit ("RSU") is convertible into one share of Class A Common Stock.
(10) This RSU grant, originally granted March 15, 2024 for 149,278 RSUs (post Reverse Stock Split), of which 111,959 RSUs have vested, vested as to one-twelfth (1/12th) of the RSUs on June 1, 2024 and one-twelfth (1/12th) of the remaining RSUs 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.
(11) The number of shares subject to RSUs reflects the Reverse Stock Split.
(12) This RSU grant, originally granted March 15, 2025 for 125,509 RSUs (post Reverse Stock Split), of which 52,295 RSUs (post Reverse Stock Split) have vested, vested as to one-twelfth (1/12th) of the RSUs 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.
(13) This RSU grant, originally granted September 15, 2025 for 204,315 RSUs (post Reverse Stock Split), of which 51,079 RSUs (post Reverse Stock Split) have vested, vested as to one-twelfth (1/12th) of the RSUs on December 1, 2025 and one-twelfth (1/12th) of the remaining restricted stock units vest quarterly on each March 1 and June 1, September 1 and December 1 thereafter, subject to the Reporting Person's continued service to the Issuer as of each vesting date.
(14) This RSU grant, originally granted March 16, 2026 for 359,886 RSUs (post Reverse Stock Split), of which 29,991 RSUs (post Reverse Stock Split) have vested, vested as to one-twelfth (1/12th) of the RSUs 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, subject to the Reporting Person's continued service to the Issuer as of each vesting date.
(15) The per share exercise price and number of shares subject to the option reflect the Reverse Stock Split.
(16) All of the shares subject to this option are fully vested and exercisable as of the date hereof.
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.
Marqeta Inc. published this content on July 02, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 02, 2026 at 21:33 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]