Marqeta Inc.

03/04/2026 | Press release | Distributed by Public on 03/04/2026 16:16

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)
03/01/2026
(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 03/01/2026 M(1) 28,670 A $ 0 (1) 922,922 D
Class A Common Stock 03/01/2026 F(2) 15,726(2) D $3.89 907,196 D
Class A Common Stock 03/01/2026 M(1) 25,407 A $ 0 (1) 932,603 D
Class A Common Stock 03/01/2026 F(2) 13,936(2) D $3.89 918,667 D
Class A Common Stock 03/01/2026 M(1) 23,756 A $ 0 (1) 942,423 D
Class A Common Stock 03/01/2026 F(2) 13,031(2) D $3.89 929,392 D
Class A Common Stock 03/01/2026 M(1) 49,759 A $ 0 (1) 979,151 D
Class A Common Stock 03/01/2026 F(2) 27,293(2) D $3.89 951,858 D
Class A Common Stock 03/01/2026 M(1) 41,837 A $ 0 (1) 993,695 D
Class A Common Stock 03/01/2026 F(2) 22,948(2) D $3.89 970,747 D
Class A Common Stock 03/01/2026 M(1) 68,105 A $ 0 (1) 1,038,852 D
Class A Common Stock 03/01/2026 F(2) 37,356(2) D $3.89 1,001,496 D
Class A Common Stock 03/01/2026 M(1) 14,746(3) A $ 0 (1) 1,016,242 D
Class A Common Stock 03/01/2026 F(2) 7,909(2)(4) D $3.89 1,008,333 D
Class A Common Stock 03/01/2026 M(1) 8,259(5) A $ 0 (1) 1,016,592 D
Class A Common Stock 03/01/2026 F(2) 4,531(2) D $3.89 1,012,061 D
Class A Common Stock 03/01/2026 M(1) 54,648(6) A $ 0 (1) 1,066,709 D
Class A Common Stock 03/01/2026 F(2) 29,975(2) D $3.89 1,036,734 D
Class A Common Stock 03/01/2026 M 43,032(7) A $ 0 (1) 1,079,766 D
Class A Common Stock 03/01/2026 F(2) 23,604(2) D $3.89 1,056,162 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 (8) 03/01/2026 M(1) 28,670 (9) (9) Class A Common Stock 28,670 $ 0 0 D
Restricted Stock Units (8) 03/01/2026 M(1) 25,407 (9) (9) Class A Common Stock 25,407 $ 0 0 D
Restricted Stock Units (8) 03/01/2026 M(1) 23,756 (10) (10) Class A Common Stock 23,756 $ 0 0 D
Restricted Stock Units (8) 03/01/2026 M(1) 49,759 (11) (11) Class A Common Stock 49,759 $ 0 199,037 D
Restricted Stock Units (8) 03/01/2026 M(1) 41,837 (12) (12) Class A Common Stock 41,837 $ 0 334,693 D
Restricted Stock Units (8) 03/01/2026 M(1) 68,105 (13) (13) Class A Common Stock 68,105 $ 0 681,050 D
Performance Stock Units (Gross Profit) (8) 03/01/2026 M(1) 14,927 (14) (14) Class A Common Stock 14,927 $ 0 210,323(15) D
Performance Stock Units (Adjusted EBITDA) (8) 03/01/2026 M(1) 6,398 (14) (14) Class A Common Stock 6,398 $ 0 90,138(16) D
Performance Stock Units (Gross Profit) (8) 03/01/2026 M(1) 50,204 (17) (17) Class A Common Stock 50,204 $ 0 100,407(15) D
Performance Stock Units (Adjusted EBITDA) (8) 03/01/2026 M(1) 21,516 (17) (17) Class A Common Stock 21,516 $ 0 43,032(16) 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 03/04/2026
**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) 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.

Remarks:
Chief Executive 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.
Marqeta Inc. published this content on March 04, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 04, 2026 at 22:16 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]