Milotich Michael 4

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

AI-generated summary of this filing

Updated Mar 11, 2026

Marqeta (MQ) CEO Michael Milotich Converts RSUs; Withholds 139,473 Shares

What Happened

Michael Milotich, Chief Executive Officer of Marqeta, converted 254,958 restricted stock units (RSUs) into 254,958 shares on March 9, 2026 (exercise/conversion, code M). No exercise price was paid ($0.00 per share).
To satisfy tax withholding, 139,473 of those shares were withheld/disposed at an imputed price of $4.08 per share, totaling approximately $569,050 (code F). The net shares received by Milotich were 115,485 shares (254,958 issued minus 139,473 withheld).
This was a net-settlement tax withholding in connection with vested RSUs (not an open-market sale).

Key Details

Transaction date: 2026-03-09; Form filed: 2026-03-11 (appears timely).
Conversion: 254,958 RSUs -> 254,958 shares; Exercise price: $0.00.
Tax withholding: 139,473 shares withheld at $4.08/share = $569,050.
Net shares issued to insider: 115,485.
Shares owned after transaction: not disclosed in the filing.
Footnotes: withholding represents issuer net settlement of vested RSUs (not a market sale) and transaction exemptions cited under Rule 16b-3(e) and Rule 16b-6(b). Each RSU converts 1:1 into Class A common stock. Vesting terms reference a schedule tied to the appointment of a new CEO and potential accelerated vesting upon certain terminations.

Context

This was a conversion/settlement of vested RSUs with shares withheld to cover taxes (a common administrative step), not an open-market sale or a cash purchase. For retail investors, purchases can be more indicative of bullish intent; net-settlement withholding is routine and reflects tax obligations rather than a decision to sell shares on the market.

Form 4

Period: 2026-03-09

DirectorChief Executive Officer

Transactions

Exercise/Conversion
Class A Common Stock
[F1]
2026-03-09+254,958→ 1,311,120 total
Tax Payment
Class A Common Stock
[F2]
2026-03-09$4.08/sh−139,473$569,050→ 1,171,647 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