Ling Hai of Mastercard (NYSE: MA) exercises options and sells 8,971 shares

Rhea-AI Filing Summary

Mastercard executive Ling Hai exercised stock options and sold shares under a pre-planned Rule 10b5-1 trading plan. On February 23–24, 2026, Hai exercised employee stock options that had been fully vested from a 13,456-option award granted on March 1, 2016, acquiring Class A common stock at an exercise price of $90.10 per share.

Over the same two days, Hai sold 8,971 shares of Mastercard Class A common stock in multiple open-market transactions at various weighted-average prices generally between the high $490s and low $520s per share, pursuant to a Rule 10b5-1 plan adopted on November 29, 2024. Following these transactions, Hai held 25,667.707 Mastercard Class A shares directly.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

Ling Hai

(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, AP, Europe, MEA

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		M		4,486(1)	A	$90.1	30,153.707	D
Class A Common Stock	02/23/2026		S		241(1)	D	$490.9038(2)	29,912.707	D
Class A Common Stock	02/23/2026		S		360(1)	D	$492.1667(3)	29,552.707	D
Class A Common Stock	02/23/2026		S		610(1)	D	$493.237(4)	28,942.707	D
Class A Common Stock	02/23/2026		S		120(1)	D	$494.0933(5)	28,822.707	D
Class A Common Stock	02/23/2026		S		294(1)	D	$495.1771(6)	28,528.707	D
Class A Common Stock	02/23/2026		S		52(1)	D	$495.995(7)	28,476.707	D
Class A Common Stock	02/23/2026		S		80(1)	D	$497.705(8)	28,396.707	D
Class A Common Stock	02/23/2026		S		80(1)	D	$500.84	28,316.707	D
Class A Common Stock	02/23/2026		S		120(1)	D	$502.7492(9)	28,196.707	D
Class A Common Stock	02/23/2026		S		440(1)	D	$504.9551(10)	27,756.707	D
Class A Common Stock	02/23/2026		S		512(1)	D	$506.0721(11)	27,244.707	D
Class A Common Stock	02/23/2026		S		454(1)	D	$507.0147(12)	26,790.707	D
Class A Common Stock	02/23/2026		S		200(1)	D	$508.15(13)	26,590.707	D
Class A Common Stock	02/23/2026		S		240(1)	D	$509.5417(14)	26,350.707	D
Class A Common Stock	02/23/2026		S		82(1)	D	$510.9327(15)	26,268.707	D
Class A Common Stock	02/23/2026		S		160(1)	D	$512.22(16)	26,108.707	D
Class A Common Stock	02/23/2026		S		120(1)	D	$513.4267(17)	25,988.707	D
Class A Common Stock	02/23/2026		S		40(1)	D	$516.72	25,948.707	D
Class A Common Stock	02/23/2026		S		120(1)	D	$519.3367(18)	25,828.707	D
Class A Common Stock	02/23/2026		S		41(1)	D	$520.1968(19)	25,787.707	D
Class A Common Stock	02/23/2026		S		80(1)	D	$521.555(20)	25,707.707	D
Class A Common Stock	02/23/2026		S		40(1)	D	$522.65	25,667.707	D
Class A Common Stock	02/24/2026		M		4,485(1)	A	$90.1	30,152.707	D
Class A Common Stock	02/24/2026		S		4,485(1)	D	$495.7122	25,667.707	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)	$90.1	02/23/2026		M			4,486(1)	(21)	03/01/2026	Class A Common Stock	4,486	$0	4,485	D
Employee Stock Option (right to buy)	$90.1	02/24/2026		M			4,485(1)	(21)	03/01/2026	Class A Common Stock	4,485	$0	0	D

Explanation of Responses:

1. The transaction was effected pursuant to a pre-planned trading plan entered into in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The pre-planned trading plan was adopted by the reporting person for personal financial management purposes on November 29, 2024.

2. This transaction was executed in multiple trades at prices ranging from $490.22 to $491.19. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. This transaction was executed in multiple trades at prices ranging from $491.60 to $492.45. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $492.70 to $493.66. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

5. This transaction was executed in multiple trades at prices ranging from $493.85 to $494.57. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

6. This transaction was executed in multiple trades at prices ranging from $494.85 to $495.72. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

7. This transaction was executed in multiple trades at prices ranging from $495.945 to $496.01. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

8. This transaction was executed in multiple trades at prices ranging from $497.68 to $497.73. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

9. This transaction was executed in multiple trades at prices ranging from $502.56 to $502.87. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

10. This transaction was executed in multiple trades at prices ranging from $504.48 to $505.47. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

11. This transaction was executed in multiple trades at prices ranging from $505.59 to $506.56. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

12. This transaction was executed in multiple trades at prices ranging from $506.60 to $507.48. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

13. This transaction was executed in multiple trades at prices ranging from $508.12 to $508.19. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

14. This transaction was executed in multiple trades at prices ranging from $509.19 to $509.94. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

15. This transaction was executed in multiple trades at prices ranging from $510.24 to $511.08. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

16. This transaction was executed in multiple trades at prices ranging from $511.78 to $512.69. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

17. This transaction was executed in multiple trades at prices ranging from $513.26 to $513.76. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

18. This transaction was executed in multiple trades at prices ranging from $519.04 to $519.93. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

19. This transaction was executed in multiple trades at prices ranging from $520.19 to $520.47. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

20. This transaction was executed in multiple trades at prices ranging from $521.43 to $521.68. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

21. The reporting person was awarded 13,456 employee stock options on March 1, 2016, which previously had fully vested.

Remarks:

	/s/ Craig Brown, as attorney-in-fact for Hai Ling, pursuant to a power of attorney dated June 23, 2025	02/25/2026
	** 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).
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 insider transactions did Mastercard (MA) report for Ling Hai?

Mastercard reported that executive Ling Hai exercised employee stock options and sold 8,971 shares of Class A common stock on February 23–24, 2026. The activity combined option exercises at $90.10 per share with open-market sales at higher market prices.

How many Mastercard (MA) shares did Ling Hai sell and at what prices?

Ling Hai sold 8,971 Mastercard Class A shares in open-market trades on February 23–24, 2026. The transactions occurred in multiple blocks at weighted-average prices generally ranging from the high $490s to the low $520s per share, as detailed in the filing.

Were Ling Hai’s Mastercard (MA) share sales under a Rule 10b5-1 plan?

Yes. The filing states the transactions were effected under a pre-planned trading plan established under Rule 10b5-1. The plan was adopted on November 29, 2024 for personal financial management purposes, before the February 2026 option exercises and share sales.

How many Mastercard (MA) shares does Ling Hai own after these transactions?

After completing the February 23–24, 2026 transactions, Ling Hai directly owned 25,667.707 shares of Mastercard Class A common stock. This post-transaction holding reflects both the exercised employee stock options and the subsequent open-market sales disclosed in the Form 4.

What stock options did Ling Hai exercise in this Mastercard (MA) Form 4?

The filing notes that 13,456 employee stock options were originally awarded to Ling Hai on March 1, 2016 and had fully vested. During February 23–24, 2026, he exercised a portion of these options at an exercise price of $90.10 per share to acquire Mastercard Class A stock.

Does the Mastercard (MA) Form 4 describe how trade prices were calculated?

Yes. Several sales were executed in multiple trades within price ranges, with the filing reporting weighted-average sales prices. It also states that Ling Hai will provide full trade details, including exact share amounts and prices, upon request to regulators, the issuer, or shareholders.