Sumner Crystal 4

4 · Marqeta, Inc. · Filed Mar 11, 2026

AI-generated summary of this filing

Updated Mar 11, 2026

Marqeta (MQ) CAO Sumner Crystal Exercises RSUs; 140K Shares Withheld

What Happened

Sumner Crystal, Marqeta’s Chief Administrative Officer and Corporate Secretary, converted 254,958 restricted stock units (RSUs) into 254,958 shares on 2026-03-09 (exercise/conversion).
To satisfy tax withholding, 140,095 of those shares were withheld at an effective withholding value of $4.08 per share, totaling $571,588. The net shares issued to Crystal after withholding were 114,863.
This was not an open-market sale of shares by the insider; it was a net settlement of vested RSUs.

Key Details

Transaction date: 2026-03-09; Form 4 filed: 2026-03-11 (filed timely).
Conversion: 254,958 shares acquired via RSU conversion at $0.00 per share (code M).
Tax withholding: 140,095 shares withheld (code F) at $4.08/share = $571,588 (net settlement, not a market sale).
Net shares received: 114,863 (254,958 − 140,095). The filing excerpt does not state total shares owned after the transaction.
Relevant footnotes: F2 confirms the withheld shares were remitted to satisfy tax obligations and not a market sale (exempt under Rule 16b-3(e)); F3 confirms each RSU converts to one share; F4 describes the RSU vesting conditions; F1 notes exemption from Section 16(b) under Rule 16b-6(b).

Context

This was a conversion/net settlement of vested RSUs (a common form of compensation). The conversion required no cash exercise price (0.00) and the withholding is a routine tax-coverage step, not necessarily a signal of insider sentiment.
For retail investors: conversions and withholding are typically administrative and do not equate to an insider voluntarily selling shares on the open market.

Form 4

Period: 2026-03-09

See Remarks

Transactions

Exercise/Conversion
Class A Common Stock
[F1]
2026-03-09+254,958→ 662,470 total
Tax Payment
Class A Common Stock
[F2]
2026-03-09$4.08/sh−140,095$571,588→ 522,375 total
Exercise/Conversion
Restricted Stock Units
[F3][F1][F4]
2026-03-09−254,958→ 0 total
→ Class A Common Stock (254,958 underlying)

Footnotes (4)

[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]Each restricted stock unit is convertible into one share of Class A Common Stock.
[F4]100% of the restricted stock units vest on the date that is six months following the date that the Issuer's Board appoints a new CEO (the "Appointment Date"), subject to the Reporting Person's continued service to the Issuer as of such vesting date; provided however, that if, following the Appointment Date, the Reporting Person's employment with the Issuer is terminated without Cause (as defined in the Issuer's Executive Severance Plan as currently in effect), 100% of the restricted stock units immediately will vest subject to satisfying the Release Requirement (as defined in the Issuer's Executive Severance Plan as currently in effect).

Signature

/s/ Tracy Foard, Attorney-in-Fact|2026-03-11

1 file