Mastercard (NYSE: MA) CAO awarded options, RSUs; shares withheld

Rhea-AI Filing Summary

Mastercard Inc Chief Administrative Officer Richard R. Verma reported equity compensation and related tax withholding transactions. On March 1, 2026, he acquired 6,078 employee stock options and 1,958 shares of Class A common stock via restricted stock unit awards, each vesting in three equal annual installments beginning March 1, 2027. On the same date, 219 shares of Class A common stock were disposed of to cover tax liabilities tied to RSU vesting. After these transactions, he directly owned 3,403 Class A shares and 6,078 options.

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^*

Verma Richard R.

(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 Administrative 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		219(1)	D	$512.76	1,445	D
Class A Common Stock	03/01/2026		A		1,958(2)	A	$0	3,403	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		(3)	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. The employee stock options vest in three (3) equal annual installments beginning March 1, 2027.

Remarks:

	/s/ Craig Brown, as attorney-in-fact for Richard R. Verma, pursuant to a power of attorney dated April 21, 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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** 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) CAO Richard Verma report?

Richard Verma reported equity awards and related tax withholding. He received 6,078 employee stock options and 1,958 Class A common shares from restricted stock units, and 219 shares were withheld to satisfy tax liabilities tied to RSU vesting on March 1, 2026.

How many stock options and RSUs did Mastercard (MA) grant to its CAO?

Mastercard granted Richard Verma 6,078 employee stock options and 1,958 Class A common shares through restricted stock units. Both the options and RSUs vest in three equal annual installments, starting March 1, 2027, creating a multi‑year incentive tied to continued service.

Why were 219 Mastercard (MA) shares disposed of in Verma’s Form 4?

The 219 Class A shares were withheld to pay tax liabilities from vesting restricted stock units, not an open-market sale. The disposition is coded as a tax-withholding transaction, where shares are delivered to cover taxes owed when RSUs convert into common stock.

What is Richard Verma’s Mastercard (MA) share ownership after these transactions?

Following the reported transactions, Richard Verma directly owned 3,403 shares of Mastercard Class A common stock and 6,078 employee stock options. These holdings reflect the new grants, the RSU vesting, and the 219-share tax withholding disposition recorded on March 1, 2026.

When do Richard Verma’s new Mastercard (MA) equity awards vest?

Both the restricted stock units and the employee stock options granted to Richard Verma vest in three equal annual installments. Vesting begins on March 1, 2027, and continues annually thereafter, aligning the value of these awards with his ongoing tenure and company performance.