Mastercard (MA) regional president granted options and stock; shares withheld for taxes

Rhea-AI Filing Summary

Mastercard President, AP, Europe, MEA Ling Hai reported equity compensation grants and related tax withholding transactions. On March 1, 2026, he received an option grant for 7,293 shares at a $0 exercise cost, vesting in three equal annual installments beginning March 1, 2027.

He also acquired 2,350 restricted stock units and 7,257 earned performance stock units, both described as grant or award acquisitions with multi-year vesting or settlement schedules. Separately, 645 shares and 1,475 shares of Class A common stock were disposed of at $512.76 per share to cover tax liabilities upon vesting and settlement, rather than open-market sales.

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^*

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)
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		645(1)	D	$512.76	25,022.707	D
Class A Common Stock	03/01/2026		A		2,350(2)	A	$0	27,372.707	D
Class A Common Stock	03/01/2026		F		1,475(3)	D	$512.76	25,897.707	D
Class A Common Stock	03/01/2026		A		7,257(4)	A	$0	33,154.707	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)	$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:

	/s/ Craig Brown, as attorney-in-fact for Hai Ling, pursuant to a power of attorney dated June 23, 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.
* 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).
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FAQ

What insider transactions did Mastercard (MA) executive Ling Hai report?

Ling Hai reported equity grants and tax-related share withholdings. He received stock options, restricted stock units, and performance stock units, while shares were withheld and disposed of to satisfy tax liabilities tied to vesting and settlement events.

Did Ling Hai buy or sell Mastercard (MA) shares on the open market?

The filing does not show open-market buys or sells. Dispositions coded “F” represent shares withheld and delivered to cover tax liabilities from vesting and settlement of stock awards, not discretionary market sales by the executive.

What stock option grant did Ling Hai receive from Mastercard (MA)?

He received an employee stock option grant for 7,293 shares at a $0 exercise price. The options vest in three equal annual installments beginning March 1, 2027, aligning with a multi-year incentive structure tied to continued service.

What restricted stock units did Mastercard (MA) grant to Ling Hai?

He was awarded 2,350 restricted stock units that will vest in three equal annual installments starting March 1, 2027. These units convert into Class A common shares over time, subject to the vesting schedule described in the footnotes.

How were Mastercard (MA) performance stock units reflected in Ling Hai’s Form 4?

Ling Hai received 7,257 earned performance stock units from a March 1, 2023 grant with performance-vesting conditions. The award was fully earned and vested on March 1, 2026, and will settle March 1, 2027, net of shares withheld for taxes.

Why did Mastercard (MA) withhold shares from Ling Hai’s awards?

Shares were withheld under code “F” to pay tax liabilities linked to restricted and performance stock awards. Specifically, 645 and 1,475 shares of Class A common stock were delivered for tax withholding instead of cash payments, as detailed in the footnotes.