Mastercard (NYSE: MA) CFO reports new stock awards and tax-share withholding

Rhea-AI Filing Summary

Mastercard Inc Chief Financial Officer Sachin J. Mehra reported a mix of equity awards and tax-related share withholdings. He received 13,978 employee stock options and stock awards of 4,504 and 18,144 shares of Class A Common Stock as grants or earned performance units.

The filing notes share dispositions of 1,852 and 7,792 Class A shares, both representing shares withheld to cover tax liabilities on vesting or settlement, rather than open-market sales. After these transactions, he directly holds 43,885.718 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^*

SACHIN J. MEHRA

(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 Financial 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		1,852(1)	D	$512.76	29,029.718(2)	D
Class A Common Stock	03/01/2026		A		4,504(3)	A	$0	33,533.718	D
Class A Common Stock	03/01/2026		F		7,792(4)	D	$512.76	25,741.718	D
Class A Common Stock	03/01/2026		A		18,144(5)	A	$0	43,885.718	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		13,978		(6)	03/01/2036	Class A Common Stock	13,978	$0	13,978	D

Explanation of Responses:

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

2. Reflects 10.121 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:

	/s/ Craig Brown, as attorney-in-fact for Sachin Mehra, 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 equity awards did Mastercard (MA) CFO Sachin Mehra receive?

Mastercard CFO Sachin Mehra received 13,978 employee stock options and stock grants of 4,504 and 18,144 Class A shares. These include restricted stock units and earned performance stock units with multi-year vesting and settlement schedules tied to specific March 1 vesting and settlement dates.

Were Sachin Mehra’s reported Mastercard (MA) share disposals open-market sales?

No, the reported disposals of 1,852 and 7,792 Mastercard Class A shares were withheld to cover tax liabilities. Footnotes explain they relate to vesting or settlement of restricted and performance stock units, not discretionary open-market selling by the Chief Financial Officer.

How do the new Mastercard (MA) stock options granted to the CFO vest?

The 13,978 employee stock options granted to the CFO vest in three equal annual installments starting March 1, 2027. This schedule spreads his ability to exercise the options over three years, aligning long-term incentives with continued service and company performance through the vesting period.

What are the terms of Sachin Mehra’s new Mastercard (MA) restricted stock units?

A 4,504-share award of restricted stock units will vest in three equal annual installments beginning March 1, 2027. Additional 18,144 earned performance stock units vested March 1, 2026 but will settle March 1, 2027, after net withholding of shares to cover related tax obligations.

How many Mastercard (MA) shares does the CFO hold after these transactions?

After the reported grants and tax-related withholdings, CFO Sachin Mehra directly holds 43,885.718 shares of Mastercard Class A Common Stock. This figure reflects his updated direct ownership position following the vesting, settlement, and related tax withholding transactions disclosed for March 1, 2026.

What do the tax-withholding transactions in Mastercard (MA) CFO’s Form 4 represent?

The Form 4 shows 1,852 and 7,792 Class A shares withheld to pay tax liabilities from vesting and settlement of restricted and performance stock units. These transactions satisfy tax obligations by delivering shares, rather than involving traditional open-market purchases or sales by the executive.