Form 4: Marqeta Exec's Stock Vesting & Tax Withholding

Marqeta's Chief Administrative Officer, Sumner Crystal, reported routine vesting of restricted and performance stock units, alongside associated tax withholdings.

Summary

• Sumner Crystal, Marqeta's Chief Administrative Officer and Corporate Secretary, reported multiple transactions on December 1, 2025.
• These transactions primarily involved the vesting of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs), resulting in the acquisition of 120,256 shares of Class A Common Stock at an exercise price of $0.
• Concurrently, 65,784 shares of Class A Common Stock were disposed of at a price of $4.735 per share to satisfy tax withholding obligations related to the vested awards.
• The vesting of performance share awards granted on March 15, 2024, included both instances where performance was less than 100% (136 fewer shares acquired) and more than 100% (1,379 additional shares acquired).
• Following these transactions, Sumner Crystal directly beneficially owns 327,115 shares of Class A Common Stock.
• Remaining derivative securities include 136,593, 184,293, and 351,366 Restricted Stock Units, and target amounts of 195,834 Performance Stock Units tied to Gross Profit and 83,929 Performance Stock Units tied to Adjusted EBITDA.

Sentiment

Score: 6

Explanation: The filing reflects routine executive compensation events, primarily the vesting of equity awards. The achievement of performance conditions for some PSUs is a positive indicator, though offset by tax-related share dispositions and one instance of under-100% performance.

Positives

• Vesting of performance stock units indicates that performance conditions related to Gross Profit and Adjusted EBITDA were met, leading to the acquisition of shares.
• One tranche of performance stock units resulted in 1,379 additional shares acquired due to performance exceeding 100%.

Negatives

• One tranche of performance stock units resulted in 136 fewer shares acquired due to performance being less than 100%.
• A significant number of shares (65,784) were sold to cover tax obligations, which is a common but not inherently positive event for the stock's float.

Future Outlook

The filing indicates ongoing vesting schedules for Restricted Stock Units and Performance Stock Units, with future vesting dates occurring quarterly on June 1, September 1, December 1, and March 1. The ultimate number of shares for some Performance Stock Units is contingent on achieving specific Gross Profit and Adjusted EBITDA targets, with a maximum potential vesting of 200% of the target number of shares.

Industry Context

This Form 4 filing details routine equity compensation events for an executive at Marqeta, a financial technology company. Such filings are standard practice for publicly traded companies, reflecting the compensation structure for key personnel and their ownership changes, rather than broader industry trends.

Stakeholder Impact

• Shareholders: The vesting and subsequent tax-related sales represent a routine increase in the float of Class A Common Stock, which is an expected part of equity compensation plans. The achievement of performance targets for PSUs could be viewed positively as it aligns executive incentives with company performance.
• Employees (specifically Reporting Person): Sumner Crystal's compensation package is being realized through the vesting of equity awards, demonstrating the value of their long-term incentives.

Next Steps

• Continued quarterly vesting of Restricted Stock Units on June 1, September 1, December 1, and March 1.
• Future vesting of Performance Stock Units contingent on achieving Gross Profit and Adjusted EBITDA targets.

Key Dates

Keywords

Marqeta, MQ, SEC Form 4, Insider Trading, Stock Vesting, RSU, PSU, Equity Compensation, Executive Compensation, Sumner Crystal, Class A Common Stock, Tax Withholding