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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FORM 8-K
_______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
| | | | | | | | | | | | | | | | | |
| Date of Report (Date of earliest event reported): | May 5, 2026 |
_______________________________________ |
| Mastercard Incorporated |
(Exact name of registrant as specified in its charter) |
_______________________________________ |
| Delaware | 001-32877 | 13-4172551 |
(State or other jurisdiction
of incorporation) | (Commission File
Number) | (IRS Employer
Identification No.) |
| 2000 Purchase Street | 10577 |
| Purchase, | NY |
| (Address of principal executive offices) | (Zip Code) |
| (914) | 249-2000 |
(Registrant's telephone number, including area code) |
| NOT APPLICABLE |
(Former name or former address, if changed since last report) |
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 (see General Instruction A.2. below):
| | | | | | | | |
| ☐ | | 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)) |
| | | | | | | | |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol | | Name of each exchange of which registered |
Class A Common Stock | | MA | | New York Stock Exchange |
2.1% Notes due 2027 | | MA27 | | New York Stock Exchange |
1.0% Notes due 2029 | | MA29A | | New York Stock Exchange |
2.5% Notes due 2030 | | MA30 | | New York Stock Exchange |
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).
Emerging growth company ☐
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 May 7, 2026, Mastercard Incorporated (“Mastercard” or the “Company”) announced that Sandra Arkell, the Company’s Corporate Controller and principal accounting officer, will assume the role of Mastercard’s Chief Audit Executive effective August 3, 2026, at which time she will step down from her current role. The Company also announced that effective as of August 3, 2026, Chris Mullett will be appointed to succeed Ms. Arkell as Corporate Controller and principal accounting officer of the Company.
Mr. Mullett, age 52, joined the Company in November 2017. He has served as Chief Financial Officer, Europe since May 2023, and previously served as Chief Financial Officer, Technology and Regional Controller, Asia Pacific.
Mr. Mullett will receive a base salary comparable to other employees of the Company at levels consistent with his position and scope of responsibility, and is eligible to participate in the Company’s employee compensation or benefit plans and programs as may be generally made available to other Company employees at levels consistent with his position and scope of responsibility (including the Mastercard International Annual Incentive Compensation Plan and Mastercard International Change-in-Control Severance Plan).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| | | | | |
| Exhibit Number | Exhibit Description |
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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 hereunto duly authorized.
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| | MASTERCARD INCORPORATED |
| | | |
| Date: | May 7, 2026 | By: | | /s/ Gina Accordino |
| | | | Gina Accordino |
| | | | Corporate Secretary |
