Mastercard (MA) CPO Jorn Lambert awarded options and RSUs, shares withheld for taxes

Rhea-AI Filing Summary

Mastercard Chief Product Officer Jorn Lambert reported a mix of equity awards and tax-related share withholdings. On March 1, 2026, he received an Employee Stock Option grant for 6,078 shares, which will vest in three equal annual installments beginning March 1, 2027.

He was also granted 5,033 restricted stock units that will vest in three equal annual installments starting March 1, 2027, and 1,958 earned performance stock units from a March 1, 2022 award that fully vested on March 1, 2025 and will settle on March 1, 2026.

To cover tax liabilities on vesting and settlement, 284 and 1,893 shares of Class A common stock were withheld at a price of $512.76 per share. After these transactions, his directly held Class A common stock increased, with filings showing 16,183.7800 shares following the final award.

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

OMB APPROVAL

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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^*

Lambert Jorn

(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)
	Chief Product Officer

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		284(1)	D	$512.76	11,085.78	D
Class A Common Stock	03/01/2026		A		1,958(2)	A	$0	13,043.78	D
Class A Common Stock	03/01/2026		F		1,893(3)	D	$512.76	11,150.78	D
Class A Common Stock	03/01/2026		A		5,033(4)	A	$0	16,183.78	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		6,078		(5)	03/01/2036	Class A Common Stock	6,078	$0	6,078	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. Represents withholding of shares to pay tax liability incident to the settlement of performance stock units that were fully earned and vested on March 1, 2025, and settled on March 1, 2026.

4. Represents earned performance stock units granted on March 1, 2022 that contained performance-vesting requirements. The award was fully earned and vested on March 1, 2025, but will settle on March 1, 2026.

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

Remarks:

	/s/ Craig Brown, as attorney-in-fact for Jorn Lambert, pursuant to a power of attorney dated June 23, 2025	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What equity awards did Mastercard (MA) Chief Product Officer Jorn Lambert receive?

Jorn Lambert received 6,078 employee stock options, 5,033 restricted stock units, and 1,958 earned performance stock units. These awards include multi-year vesting and settlement schedules, aligning his compensation with Mastercard’s long-term performance and share price over several years.

How do Jorn Lambert’s new restricted stock units at Mastercard (MA) vest?

Lambert’s 5,033 restricted stock units vest in three equal annual installments beginning March 1, 2027. This means one‑third of the units will vest each year over three years, encouraging long-term retention and performance alignment with Mastercard shareholders.

Why were Mastercard (MA) shares withheld from Jorn Lambert’s holdings?

Shares were withheld to pay tax liabilities tied to vesting and settlement of equity awards. Specifically, 284 and 1,893 Class A shares were withheld at $512.76 per share, covering taxes on restricted stock units and performance stock units rather than representing open-market sales.

What performance stock units did Jorn Lambert report at Mastercard (MA)?

Lambert reported 1,958 earned performance stock units granted March 1, 2022. They met performance-vesting requirements and were fully earned and vested on March 1, 2025, with settlement scheduled for March 1, 2026, reflecting past performance achievements under Mastercard’s incentive plan.

When do Jorn Lambert’s new Mastercard (MA) stock options begin vesting?

His 6,078 employee stock options vest in three equal annual installments starting March 1, 2027. This schedule spreads the vesting over three years, tying the potential benefit to his continued service and Mastercard’s share price performance over that period.

At what price were Mastercard (MA) shares withheld for Jorn Lambert’s taxes?

The tax-withholding transactions used a share price of $512.76 for Mastercard Class A common stock. This price was applied when 284 and 1,893 shares were withheld to satisfy tax liabilities triggered by vesting and settlement of stock-based compensation awards.