Mastercard completes multi-tranche senior notes offering

Mastercard Incorporated completed an offering of five series of senior notes, adding new fixed and floating rate debt with maturities from 2028 to 2036.

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Form Type

8-K

Rhea-AI Filing Summary

Mastercard Incorporated completed an offering of five series of senior notes, adding new fixed and floating rate debt with maturities from 2028 to 2036. The company issued $500,000,000 of Floating Rate Notes due 2028, $1,250,000,000 of 4.325% Notes due 2028, and $1,150,000,000 of 4.425% Notes due 2029.

It also issued $1,350,000,000 of 4.600% Notes due 2031 and $750,000,000 of 5.000% Notes due 2036. The notes were offered under an existing shelf Registration Statement on Form S‑3 and issued under a 2014 Indenture with Deutsche Bank Trust Company Americas, with an underwriting syndicate led by J.P. Morgan and other major banks.

Insights

Mastercard adds multi-tranche debt across 2028–2036 maturities.

Mastercard issued several series of senior notes, including Floating Rate Notes and fixed-rate notes at 4.325%, 4.425%, 4.600%, and 5.000%, maturing between 2028 and 2036. These instruments extend the company’s debt profile over short and intermediate terms.

The notes were offered under a shelf Registration Statement on Form S-3 and issued pursuant to an existing Indenture dated March 31, 2014, indicating a standardized framework for future debt. An underwriting syndicate including J.P. Morgan Securities LLC and other large banks supported distribution.

The filing does not detail covenants or specific use of proceeds in this excerpt, so the direct impact on leverage and liquidity cannot be fully assessed here. Subsequent disclosures in company filings may provide more context on how these obligations fit into Mastercard’s broader capital structure.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Floating Rate Notes due 2028: $500,000,000 principal 4.325% Notes due 2028: $1,250,000,000 principal 4.425% Notes due 2029: $1,150,000,000 principal +4 more

7 metrics

Floating Rate Notes due 2028 $500,000,000 principal Aggregate principal amount issued June 8, 2026

4.325% Notes due 2028 $1,250,000,000 principal Aggregate principal amount issued June 8, 2026

4.425% Notes due 2029 $1,150,000,000 principal Aggregate principal amount issued June 8, 2026

4.600% Notes due 2031 $1,350,000,000 principal Aggregate principal amount issued June 8, 2026

5.000% Notes due 2036 $750,000,000 principal Aggregate principal amount issued June 8, 2026

Coupon rate 2028 Notes 4.325% Fixed-rate Notes due 2028

Coupon rate 2036 Notes 5.000% Fixed-rate Notes due 2036

Key Terms

Registration Statement on Form S-3, Floating Rate Notes, Underwriting Agreement, Indenture, +2 more

6 terms

Registration Statement on Form S-3 regulatory

"The offering of the Notes was made pursuant to the Company’s Registration Statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Floating Rate Notes financial

"aggregate principal amount of its Floating Rate Notes due 2028"

Floating rate notes are debt securities that pay interest that adjusts periodically based on a short-term interest benchmark (for example, LIBOR or SOFR), so the cash interest you receive goes up or down with market rates. For investors they act like an adjustable-rate loan: they help protect income when overall interest rates rise and generally lose less value than fixed-rate bonds when rates move, making them useful for managing interest-rate risk.

Underwriting Agreement financial

"the Company entered into an Underwriting Agreement dated as of June 4, 2026"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Indenture regulatory

"The Notes were issued pursuant to an Indenture with Deutsche Bank Trust Company Americas"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Officer’s Certificate regulatory

"together with the officer’s certificate dated as of June 8, 2026 establishing the terms of the Notes"

Prospectus Supplement regulatory

"set forth in the Company’s Prospectus Supplement dated June 4, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt securities did Mastercard (MA) issue in June 2026?

Mastercard issued five series of senior notes, including Floating Rate Notes due 2028 and fixed-rate notes at 4.325%, 4.425%, 4.600%, and 5.000% with maturities from 2028 to 2036, expanding its outstanding debt profile.

What are the principal amounts of Mastercard’s new notes offering?

Mastercard issued $500,000,000 of Floating Rate Notes due 2028, $1,250,000,000 of 4.325% Notes due 2028, $1,150,000,000 of 4.425% Notes due 2029, $1,350,000,000 of 4.600% Notes due 2031, and $750,000,000 of 5.000% Notes due 2036.

Under what registration statement were Mastercard’s new notes offered?

The new notes were offered under Mastercard’s Registration Statement on Form S-3 (File No. 333-277032), which allows the company to offer and sell an indeterminate amount of debt securities on a delayed basis from time to time.

Which banks underwrote Mastercard’s June 2026 notes offering?

The underwriting syndicate included J.P. Morgan Securities LLC, Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, NatWest Markets Securities Inc., Santander US Capital Markets LLC, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC.

What legal documents govern Mastercard’s newly issued notes?

The notes were issued under an Indenture dated March 31, 2014, with Deutsche Bank Trust Company Americas as trustee, and an Officer’s Certificate dated June 8, 2026, which establishes the specific terms of each series of notes.

What are the key interest rates on Mastercard’s newly issued notes?

Key fixed coupons include 4.325% on Notes due 2028, 4.425% on Notes due 2029, 4.600% on Notes due 2031, and 5.000% on Notes due 2036, along with a separate tranche of Floating Rate Notes due 2028.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/08/2026 - 04:02 PM EDT

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): June 4, 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
Purchase, New York		10577
(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 on 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 8.01

Other Events.

On June 8, 2026, Mastercard Incorporated (the “Company”) completed an offering of $500,000,000 aggregate principal amount of its Floating Rate Notes due 2028 (the “Floating Rate Notes”), $1,250,000,000 aggregate principal amount of its 4.325% Notes due 2028 (the “2028 Notes”), $1,150,000,000 aggregate principal amount of its 4.425% Notes due 2029 (the “2029 Notes”), $1,350,000,000 aggregate principal amount of its 4.600% Notes due 2031 (the “2031 Notes”) and $750,000,000 aggregate principal amount of its 5.000% Notes due 2036 (the “2036 Notes” and, together with the Floating Rate Notes, the 2028 Notes, the 2029 Notes and the 2031 Notes, the “Notes”). The offering of the Notes was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-277032), which Registration Statement relates to the offer and sale on a delayed basis from time to time of an indeterminate amount of the Company’s debt securities. Further information concerning the Notes and related matters is set forth in the Company’s Prospectus Supplement dated June 4, 2026, which was filed with the Securities and Exchange Commission on June 5, 2026.

In connection with the issuance of the Notes, the Company entered into an Underwriting Agreement dated as of June 4, 2026 (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, NatWest Markets Securities Inc., Santander US Capital Markets LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives (the “Representatives”) of the several underwriters listed in Schedule II to the Underwriting Agreement. The foregoing description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.

The Notes were issued pursuant to an Indenture with Deutsche Bank Trust Company Americas, as trustee, dated as of March 31, 2014 (the “Indenture”), together with the officer’s certificate dated as of June 8, 2026 establishing the terms of the Notes (the “Officer’s Certificate”). The Officer’s Certificate is attached hereto as Exhibit 4.1 and is incorporated by reference herein. The forms of the Floating Rate Notes, the 2028 Notes, the 2029 Notes, the 2031 Notes and the 2036 Notes are attached hereto as Exhibits 4.2, 4.3, 4.4, 4.5 and 4.6 and are incorporated by reference herein. The foregoing description of the Officer’s Certificate and the Notes is qualified in its entirety by reference to the Officers’ Certificate and the forms of the Notes filed as exhibits hereto, which exhibits are incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

1.1		Underwriting Agreement, dated as of June 4, 2026, among the Company and the Representatives

4.1		Officer’s Certificate of the Company, dated as of June 8, 2026

4.2		Form of Global Note representing the Company’s Floating Rate Notes due 2028 (included in Exhibit 4.1)

4.3		Form of Global Note representing the Company’s 4.325% Notes due 2028 (included in Exhibit 4.1)

4.4		Form of Global Note representing the Company’s 4.425% Notes due 2029 (included in Exhibit 4.1)

4.5		Form of Global Note representing the Company’s 4.600% Notes due 2031 (included in Exhibit 4.1)

4.6		Form of Global Note representing the Company’s 5.000% Notes due 2036 (included in Exhibit 4.1)

5.1		Opinion of Davis Polk & Wardwell LLP

23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)

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.


Mastercard Incorporated

By:		/s/ Gina Accordino
Name:		Gina Accordino
Title:		Corporate Secretary

Date: June 8, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents

Mastercard completes multi-tranche senior notes offering

Rhea-AI Filing Summary