Michael Milotich, Chief Executive Officer and Director of Marqeta, Inc. (NASDAQ:MQ), filed a Form 4 on September 3, 2026, disclosing multiple restricted stock unit and performance stock unit vesting transactions in Class A Common Stock dated September 1, 2026.

Key Highlights

  • Reporting person: Michael Milotich, Chief Executive Officer and Director of Marqeta, Inc.
  • Transaction date: All reported transactions occurred on September 1, 2026.
  • Shares acquired via RSU/PSU vesting: A total of 81,769 shares of Class A Common Stock were acquired through code-M transactions at $0 per share across eight separate vesting events.
  • Shares withheld for taxes: A total of 44,835 shares were withheld by the issuer at $16.17 per share to satisfy tax withholding and remittance obligations in connection with net settlement of vested restricted stock units, according to the filing.
  • Resulting beneficial ownership: Following all reported transactions, Milotich directly owned 367,629 shares of Class A Common Stock.
  • Performance conditions met: The Board of Directors determined that performance conditions were met for performance share awards granted on March 15, 2024, and March 15, 2025, with certain tranches vesting at above and below 100% of target.
  • Remaining derivative securities: Following the transactions, Milotich held 24,880 RSUs, 62,755 RSUs, 136,210 RSUs, and 299,905 RSUs across four separate RSU grants, plus remaining PSU balances.

Marqeta CEO Milotich's September 2026 Equity Award Vesting Details

According to the filing, all transactions on September 1, 2026, involved code-M acquisitions, representing the vesting and conversion of restricted stock units and performance stock units into shares of Class A Common Stock, each at a price of $0. Separately, code-F dispositions were recorded at $16.17 per share, reflecting shares withheld by the issuer to cover tax obligations. The filing notes these withholding transactions are "not a market transaction" and are exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3(e).

Four RSU grants vested in part on September 1, 2026, covering 12,439, 10,459, 17,026, and 29,990 shares respectively. The filing describes vesting schedules under which one-twelfth of the units in each grant vest quarterly, subject to continued service. For performance stock units, the Board determined that performance conditions were met for awards granted March 15, 2024, and March 15, 2025. One PSU tranche for the 2024 grant included 45 fewer shares than target, while another included 465 additional shares above target. For the 2025 grant, two tranches included 278 and 1,345 additional shares above target, respectively. The filing notes that at maximum achievement, 200% of the target number of shares would vest under each PSU agreement.

The filing states that the code-M transactions are exempt from Section 16(b) of the Act pursuant to Rule 16b-6(b). The Form 4 was signed by Tracy Foard as Attorney-in-Fact on September 3, 2026. Following all reported transactions, Milotich directly held 367,629 shares of Class A Common Stock.

What Was Disclosed

Marqeta CEO Michael Milotich reported vesting of RSUs and PSUs into Class A Common Stock on September 1, 2026, along with issuer-withheld shares at $16.17 to cover taxes, resulting in direct ownership of 367,629 shares as of that date.