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Marqeta, Inc. — Director's Dealing 2025
Jun 3, 2025
31531_dirs_2025-06-03_a145fd13-1ab9-4728-b46a-4156a8d46571.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Marqeta, Inc. (MQ)
CIK: 0001522540
Period of Report: 2025-06-01
Reporting Person: Milotich Michael (See Remarks)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2025-06-01 | Class A Common Stock | M | 28670 | — | Acquired | 630559 | Direct |
| 2025-06-01 | Class A Common Stock | F | 15655 | $5.24 | Disposed | 614904 | Direct |
| 2025-06-01 | Class A Common Stock | M | 25406 | — | Acquired | 640310 | Direct |
| 2025-06-01 | Class A Common Stock | F | 13873 | $5.24 | Disposed | 626437 | Direct |
| 2025-06-01 | Class A Common Stock | M | 23755 | — | Acquired | 650192 | Direct |
| 2025-06-01 | Class A Common Stock | F | 12971 | $5.24 | Disposed | 637221 | Direct |
| 2025-06-01 | Class A Common Stock | M | 49759 | — | Acquired | 686980 | Direct |
| 2025-06-01 | Class A Common Stock | F | 27170 | $5.24 | Disposed | 659810 | Direct |
| 2025-06-01 | Class A Common Stock | M | 41836 | — | Acquired | 701646 | Direct |
| 2025-06-01 | Class A Common Stock | F | 22844 | $5.24 | Disposed | 678802 | Direct |
| 2025-06-01 | Class A Common Stock | M | 14744 | — | Acquired | 693546 | Direct |
| 2025-06-01 | Class A Common Stock | F | 8051 | $5.24 | Disposed | 685495 | Direct |
| 2025-06-01 | Class A Common Stock | M | 8259 | — | Acquired | 693754 | Direct |
| 2025-06-01 | Class A Common Stock | F | 4510 | $5.24 | Disposed | 689244 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2025-06-01 | Restricted Stock Units | $ | M | 28670 | Disposed | Class A Common Stock (28670) | Direct | |
| 2025-06-01 | Restricted Stock Units | $ | M | 25406 | Disposed | Class A Common Stock (25406) | Direct | |
| 2025-06-01 | Restricted Stock Units | $ | M | 23755 | Disposed | Class A Common Stock (23755) | Direct | |
| 2025-06-01 | Restricted Stock Units | $ | M | 49759 | Disposed | Class A Common Stock (49759) | Direct | |
| 2025-06-01 | Restricted Stock Units | $ | M | 41836 | Disposed | Class A Common Stock (41836) | Direct | |
| 2025-06-01 | Performance Stock Units (Gross Profit) | $ | M | 14927 | Disposed | Class A Common Stock (14927) | Direct | |
| 2025-06-01 | Performance Stock Units (Adjusted EBITDA) | $ | M | 6397 | Disposed | Class A Common Stock (6397) | Direct |
Footnotes
F1: 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.
F2: 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.
F3: 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%.
F4: 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%.
F5: Each restricted stock unit is convertible into one share of Class A Common Stock.
F6: 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.
F7: 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.
F8: 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.
F9: 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.
F10: 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.
F11: 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.
F12: 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.