Form 4: Marqeta Officer Milotich Reports Equity Transactions

Marqeta's Interim CEO and CFO, Michael Milotich, reported the vesting of restricted and performance stock units and subsequent tax-related share dispositions.

Summary

• Michael Milotich, Interim Chief Executive Officer and Chief Financial Officer of Marqeta, Inc., reported transactions on September 1, 2025.
• He acquired a total of 192,430 shares of Class A Common Stock through the vesting of various Restricted Stock Units (RSUs) and Performance Stock Units (PSUs).
• Concurrently, 105,241 shares were disposed of at a price of $6.17 per share to cover tax withholding obligations related to these vestings.
• Following these transactions, Milotich directly beneficially owns 776,433 shares of Class A Common Stock.
• The vesting of PSUs was based on the Board's determination that performance conditions related to Gross Profit and Adjusted EBITDA targets were met.
• Some performance share awards granted on March 15, 2024, vested at less than 100% performance (184 fewer shares acquired), while others vested at more than 100% performance (1,861 additional shares acquired).

Sentiment

Score: 7

Explanation: The filing reports routine executive compensation events, including the vesting of restricted and performance stock units, indicating the achievement of performance targets. The disposition of shares for tax withholding is a standard practice.

Positives

• Performance conditions for certain Performance Stock Units (PSUs) were met, leading to the vesting of shares.
• Some performance share awards vested at more than 100% of the target, resulting in 1,861 additional shares acquired for the reporting person.

Negatives

• A significant number of shares (105,241) were disposed of to satisfy tax withholding and remittance obligations, reducing the net shares received by the officer.

Future Outlook

The filing indicates ongoing vesting schedules for remaining Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) on a quarterly basis (June 1, September 1, December 1, and March 1), subject to the reporting person's continued service.

Industry Context

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Management Changes

Stakeholder Impact

• Shareholders: The vesting and issuance of shares to an executive, while part of a compensation plan, contributes to potential share dilution. However, it also aligns management's interests with shareholder value through equity ownership.

Next Steps

• Continued vesting of remaining Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) on scheduled quarterly dates (June 1, September 1, December 1, and March 1), contingent on continued service.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, specifically the vesting of restricted and performance stock units for Michael Milotich, Marqeta's Interim CEO and CFO, and subsequent tax-related share dispositions. While the vesting indicates performance conditions were met, these are pre-scheduled events and do not provide new material information about the company's operational performance or future prospects that would warrant a change in investment stance. The transactions are expected and do not signal a significant shift in company value or strategy.

Keywords

Marqeta, MQ, Michael Milotich, Form 4, SEC filing, insider trading, stock units, RSU, PSU, equity compensation, executive compensation, stock vesting, tax withholding