Mastercard (MA) CEO Miebach gets stock awards, shares withheld for taxes

Rhea-AI Filing Summary

Mastercard President & CEO Michael Miebach reported several equity-related transactions on Class A common stock dated March 1, 2026. He received an award of 35,856 employee stock options, which vest in three equal annual installments beginning March 1, 2027.

He also acquired restricted and performance-based stock unit awards and had 4,651 and 17,611 shares of Class A common stock withheld at $512.76 per share to cover tax liabilities tied to vesting and settlement of these awards, rather than through 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^*

Miebach Michael

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

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		4,651(1)	D	$512.76	79,821.721	D
Class A Common Stock	03/01/2026		A		11,552(2)	A	$0	91,373.721	D
Class A Common Stock	03/01/2026		F		17,611(3)	D	$512.76	73,762.721	D
Class A Common Stock	03/01/2026		A		42,158(4)	A	$0	115,920.721	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		35,856		(5)	03/01/2036	Class A Common Stock	35,856	$0	35,856	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 Michael Miebach, 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.
* 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) CEO Michael Miebach report?

Michael Miebach reported grants of stock options and stock unit awards, plus share withholdings for taxes. He was granted 35,856 employee stock options and additional stock unit awards, while 4,651 and 17,611 shares were withheld to satisfy tax obligations.

Were Michael Miebach’s Mastercard (MA) transactions open-market stock sales?

The reported disposals were not open-market sales but tax-withholding dispositions. Shares totaling 4,651 and 17,611 were withheld at $512.76 per share to pay tax liabilities related to vesting and settlement of restricted and performance stock units.

What equity awards did Mastercard (MA) grant to CEO Michael Miebach?

Miebach received 35,856 employee stock options and multiple stock unit awards. Footnotes state restricted stock units and performance stock units were granted or earned, with vesting and settlement occurring over several years starting March 1, 2027.

How do Michael Miebach’s new Mastercard (MA) stock options vest?

The 35,856 employee stock options vest in three equal annual installments. Vesting begins on March 1, 2027, with one-third of the options vesting each year, aligning long-term incentives with multi-year performance and continued service.

What do the performance stock unit details mean in this Mastercard (MA) filing?

Performance stock units granted on March 1, 2023 were fully earned and vested on March 1, 2026. According to the footnotes, these units will settle on March 1, 2027, with net shares delivered after withholding amounts to cover associated tax liabilities.

How many Mastercard (MA) shares does Michael Miebach hold after these transactions?

After the reported non-derivative transactions, one line shows Michael Miebach holding 115,920.721 Class A common shares directly. This figure reflects his direct ownership following the grants and tax-withholding share dispositions reported for March 1, 2026.