Mastercard (NYSE: MA) Americas president gets equity awards, covers taxes

Rhea-AI Filing Summary

Mastercard President, Americas Linda Pistecchia Kirkpatrick reported multiple equity transactions dated March 1, 2026. She received an employee stock option grant for 7,293 shares at an exercise price of $0 per share; the footnotes state these options vest in three equal annual installments beginning March 1, 2027.

She also acquired several awards of Class A common stock at $0 per share in the form of restricted and performance stock units, with vesting and settlement dates extending through March 1, 2027. On the same date, 1,083 and 4,234 Class A shares at $512.76 per share were withheld to cover tax liabilities related to vesting and settlement of prior stock unit awards, rather than being open-market sales. After these transactions, she directly held 29,408.052 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^*

Kirkpatrick Linda Pistecchia

(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, Americas

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		1,083(1)	D	$512.76	22,541.052	D
Class A Common Stock	03/01/2026		A		2,350(2)	A	$0	24,891.052	D
Class A Common Stock	03/01/2026		F		4,234(3)	D	$512.76	20,657.052	D
Class A Common Stock	03/01/2026		A		8,751(4)	A	$0	29,408.052	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		7,293		(5)	03/01/2036	Class A Common Stock	7,293	$0	7,293	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:

Exhibit 24: Power of Attorney is attached.

	/s/ Craig Brown, as attorney-in-fact for Linda Kirkpatrick, pursuant to a power of attorney dated July 14, 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) executive Linda Kirkpatrick report?

Linda Pistecchia Kirkpatrick reported equity awards and tax-related share withholdings. She received new stock option and stock unit grants, and shares were withheld at $512.76 each to pay tax liabilities tied to vesting and settlement of prior awards.

Were Linda Kirkpatrick’s Mastercard (MA) share disposals open-market sales?

No, her reported disposals were tax-withholding events. Footnotes explain 1,083 and 4,234 Class A shares were withheld at $512.76 per share to satisfy tax liabilities from vesting and settlement of restricted and performance stock unit awards.

What stock option grant did Linda Kirkpatrick receive from Mastercard (MA)?

She received an employee stock option award for 7,293 shares. Footnotes state these options vest in three equal annual installments starting March 1, 2027, providing a multi-year incentive structure tied to continued service at Mastercard.

How many Mastercard (MA) Class A shares does Linda Kirkpatrick own after these transactions?

Following the reported grants and tax-related withholdings, Linda Pistecchia Kirkpatrick directly owns 29,408.052 shares of Mastercard Class A common stock. This figure reflects her updated direct holdings as of the March 1, 2026 transaction date.

What future vesting schedule is disclosed for Linda Kirkpatrick’s Mastercard (MA) awards?

The filing notes certain restricted stock units and employee stock options vest in three equal annual installments beginning March 1, 2027. Some earned performance stock units vest earlier but settle on March 1, 2027, aligning compensation with multi-year performance and service.