Jason M. Gardner, a director and 10% owner of Marqeta, Inc. (NASDAQ:MQ), filed a Form 4 on August 21, 2026, reporting derivative security transactions dated August 19, 2026, involving Class B Common Stock convertible into Class A Common Stock.

Key Highlights

  • Reporting person: Jason M. Gardner, identified as a director and 10% owner of Marqeta, Inc.
  • Transaction code G: Four separate transactions on August 19, 2026, each involving 310,148 shares of Class B Common Stock underlying 310,148 shares of Class A Common Stock, each at $0 price.
  • Resulting positions: Post-transaction holdings include 310,148 shares held directly, 310,148 shares held by Gardner's spouse, 181,986 shares each in two separate 2025 GRATs, 4,856,369 shares in The Gardner 2008 Living Trust, and 1,920,000 shares in trusts for the benefit of Gardner's children.
  • Disclaimer of ownership: According to the filing, Gardner disclaims beneficial ownership of the 1,920,000 shares held in trusts for the benefit of his children.
  • Conversion terms: Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon other events set forth in the issuer's Certificate of Incorporation.

Gardner's August 2026 Transactions Across Multiple Trusts and Entities

According to the filing, all four transactions reported were coded "G" and occurred on August 19, 2026. Each involved 310,148 shares of Class B Common Stock with an underlying amount of 310,148 shares of Class A Common Stock, at a price of $0. The transactions are reported across four separate ownership arrangements: directly by Gardner, by Gardner's spouse, by the Jason Gardner 2025 GRAT dated May 14, 2025, and by the Jocelyne Gardner 2025 GRAT dated May 14, 2025. Gardner is identified as a trustee for both GRAT entities.

In addition to the transacted positions, the filing discloses two pre-existing indirect holdings with no transaction date listed. The Gardner 2008 Living Trust dated March 22, 2008, of which Gardner and his spouse are trustees, holds 4,856,369 shares of Class A Common Stock. A separate set of trusts for the benefit of Gardner's children, with an independent institution as trustee, holds 1,920,000 shares of Class A Common Stock. The filing states that Gardner "disclaims beneficial ownership of the shares held in the trusts for the benefit of the Reporting Person's children."

The Form 4 was signed by Tracy Foard as Attorney-in-Fact on August 21, 2026. The filing notes that each share of Class B Common Stock is convertible into one share of Class A Common Stock at the holder's option or upon occurrence of events specified in Marqeta's Certificate of Incorporation.

What Was Disclosed

Gardner reported four transaction-code-G derivative security events on August 19, 2026, each involving 310,148 Class B shares convertible into Class A Common Stock at $0, held across direct, spousal, and trust arrangements, plus two additional pre-existing indirect holdings disclosed without transaction dates.