Pollak Todd 4

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

AI-generated summary of this filing

Updated Mar 11, 2026

Marqeta (MQ) CRO Todd Pollak Exercises RSUs; 140K Shares Withheld

What Happened

Todd Pollak, Chief Revenue Officer of Marqeta (MQ), had 254,958 restricted stock units (RSUs) convert into common shares on 2026-03-09. Of those, 140,095 shares were withheld by the company to satisfy tax withholding obligations valued at $4.08 per share (total $571,588). The net shares issued to Pollak were approximately 114,863.
This was not an open-market sale; the withholding was a non-market tax-remittance action following vesting (i.e., a net settlement of RSUs), so it is generally considered routine rather than an active sell.

Key Details

Transaction date: 2026-03-09; Form 4 filed: 2026-03-11 (timely).
Conversion: 254,958 RSUs converted into 254,958 shares (one RSU = one share).
Withheld for taxes: 140,095 shares at $4.08/share = $571,588 (issuer withheld shares to satisfy tax liability).
Net shares delivered to insider: ~114,863 shares (254,958 − 140,095).
Footnotes: F1 notes an exemption under Rule 16b-6(b); F2 confirms withholding was for tax remittance and not a market sale (Rule 16b-3(e)); F3 confirms 1 RSU = 1 share; F4 describes vesting conditions (100% vests six months after the board appoints a new CEO, subject to continued service, with special immediate vesting if terminated without Cause per the severance plan).
Shares owned after the transaction: not specified in the provided filing summary.

Context

This was a conversion/net settlement of vested RSUs (derivative conversion), not a buy or open-market sale. The withholding to cover taxes is a common, administrative step and does not necessarily signal a change in sentiment.
For retail investors, purchases are typically more informative about insider conviction; net settlements/withholding are routine compensation events.

Form 4

Period: 2026-03-09

Chief Revenue Officer

Transactions

Exercise/Conversion
Class A Common Stock
[F1]
2026-03-09+254,958→ 857,849 total
Tax Payment
Class A Common Stock
[F2]
2026-03-09$4.08/sh−140,095$571,588→ 717,754 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