Mastercard (NYSE: MA) CTO receives stock, options and covers tax via shares

Rhea-AI Filing Summary

Mastercard President & CTO, MA Tech Edward Grunde McLaughlin reported several equity awards and related tax withholdings on March 1, 2026. He received an option grant for 7,597 shares and stock awards totaling 2,448 and 10,306 Class A shares at no cost. To cover tax liabilities on vesting restricted and performance stock units, 975 and 3,849 shares of Class A stock were withheld at $512.76 per share. After these transactions, his directly held Class A shares totaled 38,739.396.

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^*

McLaughlin Edward Grunde

(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)
	President & CTO, MA Tech

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		975(1)	D	$512.76	29,834.396	D
Class A Common Stock	03/01/2026		A		2,448(2)	A	$0	32,282.396	D
Class A Common Stock	03/01/2026		F		3,849(3)	D	$512.76	28,433.396	D
Class A Common Stock	03/01/2026		A		10,306(4)	A	$0	38,739.396	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		7,597		(5)	03/01/2036	Class A Common Stock	7,597	$0	7,597	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, 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.

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 Edward McLaughlin, 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 insider transactions did Mastercard (MA) CTO Edward McLaughlin report?

Edward McLaughlin reported equity awards and tax-related share withholdings on March 1, 2026. He received option and stock grants at no cost, while some shares were withheld to satisfy tax liabilities tied to restricted and performance stock units.

Did the Mastercard (MA) CTO sell shares on the open market in this Form 4?

The filing shows tax-withholding dispositions, not open-market sales. Shares were automatically withheld at $512.76 per share to cover tax liabilities from vesting restricted and performance stock units, as described in the transaction codes and accompanying footnotes.

What new equity awards did Mastercard (MA) grant to its CTO?

Edward McLaughlin received an employee stock option for 7,597 shares and stock awards of 2,448 and 10,306 Class A shares at no cost. Footnotes state these include restricted and performance stock units with vesting and settlement beginning on March 1, 2027.

How many Mastercard (MA) shares were withheld for the CTO’s taxes?

The Form 4 shows 975 shares and 3,849 shares of Class A common stock withheld at $512.76 per share. Footnotes explain these withholdings covered tax liabilities from vesting restricted stock units and fully earned performance stock units.

What is Edward McLaughlin’s Mastercard (MA) share balance after these transactions?

Following the reported grants and tax-related withholdings, Edward McLaughlin directly held 38,739.396 shares of Mastercard Class A common stock. This figure comes from the post-transaction ownership column associated with the most recent stock award entry on March 1, 2026.

What are the vesting terms for the Mastercard (MA) CTO’s new awards?

Footnotes state certain restricted stock units and employee stock options vest in three equal annual installments beginning March 1, 2027. Other performance stock units were fully earned and vested by March 1, 2026 but will settle in shares on March 1, 2027.