mq-20240719

Delaware

001-40465

27-4306690

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 19, 2024, Arnon Dinur resigned from the Board of Directors (the “Board”) of Marqeta, Inc. (the “Company”). Mr. Dinur served as a member of the Board’s Nomination and Governance Committee.

Mr. Dinur’s resignation as a director was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board and management thank Mr. Dinur for his over 10 years of service and dedication to the Company.

There are no arrangements or understandings between Mr. Graf and any other person, in each case, pursuant to which Mr. Graf was appointed to serve on the Board. There are no family relationships between Mr. Graf and any other director or executive officer of the Company and there have been no transactions between Mr. Graf and the Company in the last fiscal year, and none are currently proposed, that would require disclosure under Item 404(a) of Regulation S-K.

As a non-employee director, Mr. Graf will be compensated for his services in accordance with the Company’s Amended Non-Employee Director Compensation Policy, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K. In accordance with the Company’s customary practice, the Company will also enter into its standard form of indemnification agreement with Mr. Graf, which agreement is filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2023.


Exhibit Number						Description
10.1						Amended Non-Employee Director Compensation Policy.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.



			MARQETA, INC.
Date: July 19, 2024			/s/ Michael (Mike) Milotich
			Michael (Mike) Milotich
			Chief Financial Officer