Mastercard (MA) controller receives stock awards as shares withheld for taxes

Rhea-AI Filing Summary

Mastercard Inc Controller Sandra A. Arkell reported several equity-related transactions on March 1, 2026. She received an employee stock option covering 547 shares at an exercise price of $0.00, which will vest in three equal annual installments beginning March 1, 2027.

Arkell was also granted 441 and 482 shares of Class A Common Stock as restricted or performance-based stock units, with awards vesting or settling in staged installments beginning March 1, 2027. In connection with the vesting and settlement of prior awards, 184 and 183 shares of Class A Common Stock were withheld to satisfy tax liabilities at a price of $512.76 per share, rather than sold in open-market transactions. After these transactions, she directly owned 3,476.011 Class A shares.

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^*

Arkell Sandra A

(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)
	Controller

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		184(1)	D	$512.76	2,736.011(2)	D
Class A Common Stock	03/01/2026		A		441(3)	A	$0	3,177.011	D
Class A Common Stock	03/01/2026		F		183(4)	D	$512.76	2,994.011	D
Class A Common Stock	03/01/2026		A		482(5)	A	$0	3,476.011	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		547		(6)	03/01/2036	Class A Common Stock	547	$0	547	D

Explanation of Responses:

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

2. Reflects 43.011 shares of Class A Common Stock acquired by the reporting person in November 2025 pursuant to the company's Employee Stock Purchase Plan.

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

4. 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.

5. Represents earned performance stock units granted on March 1, 2023 that contained performance-vesting requirements. The award was fully earned and vested on March 1, 2026, but will settle on March 1, 2027. The award is net withholding of shares to pay tax liability incident to the vesting of the award.

6. 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 R. Brown, as attorney-in-fact for Sandra Arkell pursuant to a power of attorney dated July 9, 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.
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FAQ

What insider transactions did Mastercard (MA) report for Sandra Arkell?

Mastercard Controller Sandra A. Arkell reported grants of stock options and Class A Common Stock, plus share withholdings for taxes. She received option and stock awards vesting from 2027 onward, while a portion of shares from prior awards was withheld to cover tax liabilities.

How many Mastercard (MA) stock options were granted to Sandra Arkell?

Sandra Arkell received an employee stock option covering 547 shares of Mastercard Class A Common Stock at an exercise price of $0.00. According to the disclosure, these stock options vest in three equal annual installments beginning on March 1, 2027, subject to continued eligibility.

Were Sandra Arkell’s Mastercard (MA) transactions open-market sales?

The reported dispositions were not open-market sales. Instead, 184 and 183 shares of Mastercard Class A Common Stock were withheld to pay tax liabilities related to vesting or settlement of restricted and performance stock units, as described in the accompanying transaction footnotes.

What restricted and performance stock awards did Sandra Arkell receive from Mastercard (MA)?

Sandra Arkell received awards of 441 and 482 shares of Class A Common Stock tied to restricted and performance stock units. The filing notes that these awards vest or settle in three equal annual installments beginning on March 1, 2027, subject to the original award terms.

How many Mastercard (MA) shares does Sandra Arkell own after these transactions?

After the reported grants and tax-related withholdings, Sandra Arkell directly owned 3,476.011 shares of Mastercard Class A Common Stock. This total reflects the net effect of the awarded shares and the shares withheld to satisfy tax obligations on prior equity awards.

What do the tax-withholding transactions mean in Mastercard (MA) insider filings?

Tax-withholding transactions involve retaining shares to cover income tax due when equity awards vest. For Sandra Arkell, 184 and 183 Mastercard Class A shares were withheld at $512.76 per share, satisfying tax liabilities linked to vested restricted and performance stock units rather than selling shares on the market.