MA Form 4: Candido Bracher Withholds Shares for Tax Liability

Rhea-AI Filing Summary

Candido Bracher, a director of Mastercard Inc. (MA), reported a transaction on 09/17/2025 in which 76 shares of Class A common stock were disposed of (transaction code F) at a reported price of $593.165 per share. The filing shows this disposition represents shares withheld to pay a tax liability related to the settlement of previously fully vested deferred stock units for a U.S. non-resident director. After the withholding, Mr. Bracher is shown as beneficially owning 2,882.766 shares directly. The Form 4 was signed on behalf of Mr. Bracher by an attorney-in-fact and filed 09/19/2025.

Insights

Corporate Governance Expert

Routine director tax-withholding transaction; no governance change.

The Form 4 documents a routine disposal of shares to satisfy tax obligations arising from the settlement of deferred stock units. The reporting person is a director, not an officer; the transaction was executed via withholding rather than an open-market sale, which minimizes signaling risk. The remaining direct ownership of 2,882.766 shares is disclosed, and the filing was executed under power of attorney.

Securities Analyst

Non-material from a market-impact perspective; standard insider withholding.

The disposal of 76 shares at $593.165 per share appears to be a tax-related withholding tied to previously vested deferred stock units. Such transactions typically do not reflect active portfolio reallocation by the insider and are unlikely to be material to Mastercard's capitalization or investor outlook given the small size reported.

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).

1. Name and Address of Reporting Person^*

Bracher Candido

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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	09/17/2025		F		76(1)	D	$593.165	2,882.766	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

Explanation of Responses:

1. Represents withholding of shares to pay tax liability incident to the settlement for a U.S. non-resident director of previously fully vested deferred stock units.

Remarks:

	/s/ Craig Brown, as attorney-in-fact for Candido Bracher, pursuant to a power of attorney dated June 23, 2025	09/19/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Candido Bracher report for Mastercard (MA)?

The Form 4 reports a disposition of 76 shares of Class A common stock on 09/17/2025, recorded as transaction code F.

Why were the 76 shares disposed according to the Form 4?

The filing states the shares were withheld to pay tax liability incident to settlement of previously fully vested deferred stock units for a U.S. non-resident director.

What price per share was reported for the transaction in the Form 4?

The reported price for the disposed shares is $593.165 per share.

How many Mastercard shares does Candido Bracher own after the transaction?

Following the reported transaction, Mr. Bracher beneficially owns 2,882.766 shares directly.

When was the Form 4 filed and who signed it?

The Form 4 shows a filing date of 09/19/2025 and is signed by Craig Brown as attorney-in-fact for Candido Bracher pursuant to a power of attorney dated June 23, 2025.