Form 4: Marqeta Interim CEO & CFO Michael Milotich Reports Significant Stock Vesting and Tax-Related Dispositions

Marqeta's Interim CEO and CFO, Michael Milotich, reported the vesting of a substantial number of restricted and performance stock units, alongside corresponding tax-related share dispositions, on June 1, 2025.

Summary

• Michael Milotich, Interim Chief Executive Officer and Chief Financial Officer of Marqeta, Inc. (MQ), reported multiple transactions on June 1, 2025, related to the vesting of equity awards.
• He acquired a total of 188,420 shares of Class A Common Stock through the vesting of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) at an exercise price of $0.
• Concurrently, he disposed of a total of 104,906 shares of Class A Common Stock at a price of $5.24 per share to cover tax withholding and remittance obligations associated with the net settlement of these vested awards.
• Following these transactions, his direct beneficial ownership of Class A Common Stock stands at 689,244 shares.
• Performance Stock Units (PSUs) tied to Gross Profit and Adjusted EBITDA targets vested, with some achieving less than 100% (183 fewer shares) and others more than 100% (1,862 additional shares) of target performance.

Sentiment

Score: 7

Explanation: The document reports routine insider transactions related to equity compensation. The vesting of performance-based units, including some at over 100% of target, suggests positive achievement of internal financial metrics (Gross Profit, Adjusted EBITDA). While some units vested at less than 100%, this is a normal part of performance-based compensation. The overall sentiment is neutral to slightly positive as it indicates executive retention and performance alignment, without revealing any negative surprises.

Positives

• The vesting of a significant number of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) indicates continued service and achievement of performance targets by the Interim CEO and CFO.
• The vesting of Performance Stock Units (PSUs) suggests that Marqeta met certain Gross Profit and Adjusted EBITDA targets, as determined by the Board of Directors.
• Some PSUs vested at more than 100% of target performance, indicating strong achievement in those specific areas.

Negatives

• A substantial number of shares (104,906) were disposed of to cover tax obligations, which is a common practice but reduces the insider's direct holdings.
• Some Performance Stock Units (PSUs) vested at less than 100% of target performance, indicating underperformance in those specific areas.

Future Outlook

The document primarily reports past transactions related to equity award vesting and does not provide explicit forward-looking statements or guidance regarding the company's future performance or strategic direction. However, the vesting schedules for remaining equity awards indicate future potential share issuances contingent on continued service and, for PSUs, performance.

Management Comments

• 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.
• 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.
• Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024, and includes 183 fewer shares acquired for performance at less than 100%.
• Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024, and includes 1,862 additional shares acquired for performance at more than 100%.

Industry Context

This Form 4 filing is a routine disclosure of insider stock transactions, common across publicly traded companies, particularly for executives receiving equity-based compensation. It reflects the standard practice of vesting equity awards and subsequent share dispositions for tax purposes. It does not provide specific industry-wide insights but confirms Marqeta's continued use of equity compensation to incentivize its leadership.

Comparison to Industry Standards

• The equity compensation structure, involving Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) tied to financial metrics like Gross Profit and Adjusted EBITDA, is a common practice in the technology and fintech industries for executive compensation.
• The vesting schedules (e.g., quarterly vesting over several years) and the use of performance-based awards are standard mechanisms to align executive incentives with long-term company performance and shareholder value.
• Specific comparable companies or projects are not mentioned in this filing, as it focuses solely on an individual's transactions.

Management Changes

Stakeholder Impact

• **Shareholders:** The vesting and subsequent tax-related sales by a key executive (Interim CEO & CFO) are routine and generally not indicative of significant operational changes. The achievement of performance targets for PSUs could be viewed positively as it aligns executive incentives with company performance.
• **Employees:** The equity compensation structure is a common incentive mechanism, potentially signaling stability in executive compensation practices.

Next Steps

• Continued vesting of remaining Restricted Stock Units (RSUs) on a quarterly basis (September 1, December 1, March 1, June 1) subject to continued service.
• Potential future issuance of Performance Stock Units (PSUs) based on achievement of Gross Profit and Adjusted EBITDA targets, with maximum achievement potentially leading to 200% of target shares.

Key Dates

Recommendation

Keywords

Marqeta, MQ, SEC Form 4, Insider Trading, Stock Vesting, Restricted Stock Units, Performance Stock Units, Executive Compensation, Michael Milotich, Equity Awards, Tax Withholding