Marqeta, Inc. 8-K

What Happened
Marqeta, Inc. (MQ) filed an 8‑K reporting that on June 30, 2026 it filed two certificates of amendment to its Delaware Certificate of Incorporation to (1) implement officer exculpation to the fullest extent permitted by Delaware law and (2) effect a 1‑for‑4 reverse stock split and corresponding reductions in the company’s authorized Common and Preferred Stock. Both amendments were approved by stockholders at Marqeta’s Annual Meeting on June 10, 2026. The company also filed a Restated Certificate of Incorporation consolidating these changes; the restated certificate is included as an exhibit.

Key Details

• 1-for-4 reverse stock split approved June 10, 2026; certificates filed June 30, 2026.
• Officer exculpation added to the Certificate of Incorporation to the fullest extent permitted under Delaware law.
• Restated Certificate of Incorporation filed to consolidate the amendments (Exhibit 3.1).
• Filing referenced in 8‑K dated July 1, 2026 (Accession 0001522540-26-000048).

Why It Matters
A 1-for-4 reverse split consolidates every four outstanding shares into one, which typically reduces share count and increases the per‑share price proportionally (market capitalization is not directly changed by the split itself). The officer exculpation provision limits officers’ personal liability for certain monetary damages to the extent allowed by Delaware law, a corporate governance change investors should note. The restated certificate simply formalizes and combines the approved changes in the company’s charter.