Item 5. Other Information
Item 5. Other Information
(c) On September 10, 2025 , Rahul Shah , our Chief Product and Engineering Officer , adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408 providing for the sale from time to time of an aggregate of up to 629,815 shares of our Class A Common Stock. The actual number of shares subject to the Rule 10b5-1 trading arrangement is expected to be different due to our withholding of certain shares to satisfy tax withholding obligations in connection with the vesting of restricted stock units. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until September 30, 2026 , or earlier if all transactions under the trading arrangement are completed, but in no case earlier than one year, or later than two years, from September 10, 2025.
O n September 11, 2025 , Martha Cummings , a member of our board of directors , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 69,366 shares of our Class A Common Stock. The actual number of shares subject to the Rule 10b5-1 trading arrangement is expected to be different due to our withholding of certain shares to satisfy tax withholding obligations in connection with the vesting of restricted stock units. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until September 30, 2026 , or earlier if all transactions under the trading arrangement are completed, but in no case earlier than one year, or later than two years, from September 11, 2025.
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On September 12, 2025 , Najuma Atkinson , a member of our board of directors , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 60,148 shares of our Class A Common Stock. The actual number of shares subject to the Rule 10b5-1 trading arrangement is expected to be different due to our withholding of certain shares to satisfy tax withholding obligations in connection with the vesting of restricted stock units. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until October 8, 2026 , or earlier if all transactions under the trading arrangement are completed, but in no case earlier than one year, or later than two years, from September 12, 2025.
On September 12, 2025 , The Gardner 2008 Living Trust (the “Gardner Trust”) along with two trusts established for the benefit of the children of Jason Gardner (the “Children’s Trusts”), adopted an umbrella Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 3,321,000 shares of our Class A Common Stock. The shares held by the Gardner Trust may be deemed to be beneficially owned by Jason Gardner , a member of our board of directors . Jason Gardner disclaims beneficial ownership of the shares held by the Children’s Trusts. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until November 27, 2026 , or earlier if all transactions under the trading arrangement are completed, but in no case earlier than one year, or later than two years, from September 12, 2025.
No other officers, as defined in Rule 16a-1(f), or directors adopted or terminated a Rule 10b5-1 trading arrangement or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during our last fiscal quarter.
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Item 6. Exhibits
The following exhibits are filed herewith or incorporated by reference herein:
Incorporated by Reference
Exhibit No. Description Form File No. Exhibit No. Filing Date
10.1†*
Amendment No. 26 to the Master Services Agreement by and between the Registrant and Block, Inc. dated August 11, 2025 and effective as of June 30, 2025 .
10.2#*
Offer Letter between the Registrant and Michael ( Mike ) Milotich dated September 8, 2025.
31.1* Certification of the Principal Executive and Financial Officer, pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of the Principal Executive and Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* Inline XBRL Instance Document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104* Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
†
Certain confidential information contained in this exhibit has been omitted because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential.
#
Indicates management contract or compensatory plan, contract or agreement.
* Filed herewith.
** Furnished herewith. The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MARQETA, INC.
Date: November 5, 2025
By: /s/ Michael (Mike) Milotich
Name: Michael (Mike) Milotich
Title: Chief Executive Officer & Chief Financial Officer (Principal Executive and Financial Officer)
Date: November 5, 2025
By: /s/ Sarah Barkema
Name: Sarah Barkema
Title: Chief Accounting Officer (Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.