Mastercard (NYSE: MA) exec granted options, RSUs and tax-share disposal

Rhea-AI Filing Summary

Mastercard Inc executive Jon M. Huntsman Jr., Vice Chair and President of Strategic Growth, reported several equity transactions. He received an employee stock option grant for 6,199 options and an award of 1,997 Class A restricted stock units.

The filing also shows 652 Class A shares disposed at $512.76 per share to cover tax liabilities arising from restricted stock unit vesting. Both the new restricted stock units and the options vest in three equal annual installments beginning March 1, 2027.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Huntsman Jon M Jr

(Last) (First) (Middle)

2000 PURCHASE STREET

(Street)

PURCHASE NY 10577

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mastercard Inc [ MA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	V Chair & Pres Strategic Grwth

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/01/2026		F		652(1)	D	$512.76	2,847	D
Class A Common Stock	03/01/2026		A		1,997(2)	A	$0	4,844	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$517.21	03/01/2026		A		6,199		(3)	03/01/2036	Class A Common Stock	6,199	$0	6,199	D

Explanation of Responses:

1. Represents withholding of shares to pay tax liability incident to the vesting of restricted stock units.

2. Award of restricted stock units that will vest in three (3) equal annual installments beginning March 1, 2027.

3. The employee stock options vest in three (3) equal annual installments beginning March 1, 2027.

Remarks:

Exhibit 24: Power of Attorney is attached.

	/s/ Craig Brown, as attorney-in-fact for Jon M. Huntsman Jr., pursuant to a power of attorney dated July 14, 2025	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Mastercard (MA) executive Jon M. Huntsman Jr report?

Jon M. Huntsman Jr reported awards and related tax transactions. He received 6,199 employee stock options, 1,997 Class A restricted stock units, and had 652 Class A shares withheld to cover tax liabilities tied to restricted stock unit vesting.

How many stock options did the Mastercard (MA) executive receive in this Form 4?

He received 6,199 employee stock options as a new award. These options are structured to vest in three equal annual installments, starting March 1, 2027, aligning long-term incentives with future performance and retention at Mastercard.

What restricted stock unit grant is disclosed for Mastercard (MA) in this filing?

The filing shows an award of 1,997 Class A restricted stock units. These units will vest in three equal annual installments beginning March 1, 2027, providing the executive with time-based equity compensation linked to continued service at Mastercard.

Why were 652 Mastercard (MA) shares disposed of in this Form 4?

The 652 Class A shares were withheld to pay tax liabilities from restricted stock unit vesting. The shares were valued at $512.76 each, and this disposition reflects a tax-withholding mechanism, not an open-market sale by the executive.

When do the new Mastercard (MA) equity awards begin vesting for the executive?

Both the restricted stock units and the employee stock options begin vesting on March 1, 2027. Each award vests in three equal annual installments, spreading the vesting schedule over three years to support long-term alignment with Mastercard’s performance.

How many Mastercard (MA) Class A shares does the executive hold after these transactions?

After the reported non-derivative transactions, the executive holds 4,844 Class A common shares directly. The filing also indicates 2,847 shares following the tax-withholding disposition, with the later figure reflecting the additional restricted stock unit grant.