Form 4: Marqeta Director Sells Shares Under 10b5-1 Plan

Marqeta Director and 10% Owner Jason M. Gardner sold over 218,000 shares of Class A Common Stock across three days in December 2025 under a Rule 10b5-1 plan.

Summary

• Jason M. Gardner, a Director and 10% Owner of Marqeta, Inc., reported the sale of a total of 218,509 shares of Class A Common Stock between December 17 and December 19, 2025.
• These transactions were conducted pursuant to a Rule 10b5-1 trading plan, indicating pre-scheduled sales.
• The shares were sold at weighted average prices ranging from $5.0001 to $5.0018 per share.
• Of the total shares sold, 197,449 shares were from The Gardner 2008 Living Trust, where Mr. Gardner has beneficial ownership, reducing its holdings to 14,225,373 shares.
• An additional 21,060 shares were sold from trusts for the benefit of Mr. Gardner's children, for which he disclaims beneficial ownership, leaving 293,334 shares in those trusts.

Sentiment

Score: 4

Explanation: Insider selling by a director and significant shareholder, though conducted under a pre-arranged 10b5-1 plan, can be perceived as a negative signal regarding future stock performance or valuation.

Positives

• The sales were executed under a Rule 10b5-1 trading plan, which indicates the transactions were pre-scheduled and not based on new, non-public information.

Negatives

• Director and 10% owner Jason M. Gardner, through The Gardner 2008 Living Trust, sold 197,449 shares of Marqeta Class A Common Stock.
• These sales occurred over three days in December 2025 at weighted average prices ranging from $5.0001 to $5.0018 per share, totaling approximately $987,500 from the trust where he has beneficial ownership.
• Insider selling by a director and significant shareholder can be perceived negatively by the market, potentially signaling a belief that the stock is fully valued or a desire for diversification.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This insider transaction report is specific to the individual's trading activity and does not provide broader industry context or trends.

Related Party Transactions

• Sales of 197,449 shares of Class A Common Stock by The Gardner 2008 Living Trust, for which Jason Gardner is a trustee and beneficial owner.
• Sales of 21,060 shares of Class A Common Stock by trusts for the benefit of Jason Gardner's children, for which he disclaims beneficial ownership.

Stakeholder Impact

• Shareholders may interpret the insider selling as a negative signal, potentially leading to downward pressure on the company's stock price.

Key Dates

Recommendation

The sale of a substantial number of shares by a director and 10% owner, even under a pre-arranged 10b5-1 plan, can signal that the insider believes the stock is adequately valued or that they are diversifying their holdings. While not an immediate 'sell' signal due to the 10b5-1 plan, it warrants a 'hold' as investors should monitor future insider activity and company performance for further indications.

Keywords

Marqeta, MQ, insider trading, Form 4, stock sale, director, 10% owner, Jason Gardner, 10b5-1 plan