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Marqeta, Inc. Director's Dealing 2025

Mar 5, 2025

31531_dirs_2025-03-04_03621dc1-9aca-46e3-b125-dd309a7276b8.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: 2025-03-01

Reporting Person: Sumner Crystal (See Remarks)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-03-01 Class A Common Stock M 27319 Acquired 186465 Direct
2025-03-01 Class A Common Stock F 14907 $4.13 Disposed 171558 Direct
2025-03-01 Class A Common Stock M 36859 Acquired 208417 Direct
2025-03-01 Class A Common Stock F 20112 $4.13 Disposed 188305 Direct
2025-03-01 Class A Common Stock M 43689 Acquired 231994 Direct
2025-03-01 Class A Common Stock F 23839 $4.13 Disposed 208155 Direct
2025-03-01 Class A Common Stock M 24471 Acquired 232626 Direct
2025-03-01 Class A Common Stock F 13353 $4.13 Disposed 219273 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-03-01 Restricted Stock Units $ M 27319 Disposed Class A Common Stock (27319) Direct
2025-03-01 Restricted Stock Units $ M 36859 Disposed Class A Common Stock (36859) Direct
2025-03-01 Performance Stock Units (Gross Profit) $ M 44230 Disposed Class A Common Stock (44230) Direct
2025-03-01 Performance Stock Units (Adjusted EBITDA) $ M 18956 Disposed Class A Common Stock (18956) 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 541 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 5,515 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, 2024, 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 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.

F8: 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.

F9: 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 shares would vest.

F10: 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 shares would vest.