Form 4: Marqeta CEO/CFO Milotich Reports Equity Vesting

Marqeta's CEO and CFO, Michael Milotich, reported the vesting of restricted and performance stock units, along with associated tax withholdings, effective December 1, 2025.

Summary

• Michael Milotich, Marqeta's CEO and CFO, reported multiple transactions involving the vesting of equity awards.
• On December 1, 2025, a total of 259,536 Class A Common Stock shares were acquired through the vesting of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) at a price of $0.
• Concurrently, 142,717 shares of Class A Common Stock were disposed of at $4.735 per share to satisfy tax withholding obligations related to these vested awards.
• Following these transactions, Michael Milotich directly beneficially owns 894,252 shares of Class A Common Stock.
• Performance conditions for certain PSUs were met, with one grant (Gross Profit) resulting in 180 fewer shares due to performance below 100%, and another grant (Adjusted EBITDA) resulting in 1,861 additional shares due to performance above 100%.

Sentiment

Score: 7

Explanation: The filing reports routine vesting of executive equity awards and tax withholdings. The achievement of performance targets for some PSUs, particularly exceeding 100% for Adjusted EBITDA, is a positive indicator of management performance against set goals.

Positives

• Performance conditions for Performance Stock Units tied to Adjusted EBITDA were met at more than 100%, resulting in 1,861 additional shares.
• The vesting of a significant number of equity awards indicates continued long-term incentive alignment between management and shareholders.

Negatives

• Performance conditions for Performance Stock Units tied to Gross Profit were met at less than 100%, resulting in 180 fewer shares.

Future Outlook

The vesting schedules for various Restricted Stock Units and Performance Stock Units extend into the future, with quarterly vesting dates on March 1, June 1, September 1, and December 1 until fully vested, contingent on the reporting person's continued service.

Industry Context

This Form 4 filing details routine executive compensation events, specifically the vesting of equity awards and associated tax withholdings. Such filings are common across publicly traded companies, particularly in the technology and fintech sectors where equity-based compensation is a significant component of executive pay. It reflects standard corporate governance practices for incentivizing and retaining key leadership.

Stakeholder Impact

• Shareholders: Minor impact, as it reflects routine executive compensation and alignment of interests through equity ownership.

Next Steps

• Continued vesting of restricted stock units on future quarterly dates (March 1, June 1, September 1, December 1) subject to continued service.
• Potential future issuance of shares under Performance Stock Units at target or maximum achievement (up to 200% of target) based on future profit and Adjusted EBITDA targets.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events (vesting of equity awards and tax withholdings). While the achievement of performance targets for some PSUs, particularly exceeding 100% for Adjusted EBITDA, is a positive signal regarding management's execution against internal goals, it does not provide new material information about the company's overall financial performance, strategic direction, or market position that would warrant a change in investment recommendation. It's a standard disclosure for insider transactions.

Keywords

Marqeta, MQ, Form 4, Insider Trading, Equity Vesting, Restricted Stock Units, Performance Stock Units, Executive Compensation, Michael Milotich, CEO, CFO, Stock Ownership