MA Form 4: 66-share tax-withholding; ESPP purchase of 29.89 shares

Rhea-AI Filing Summary

Mastercard Inc. reporting person Venkata Madabhushi, Chief Marketing & Communications Officer, reported transactions on 10/01/2025. The filing shows 66 shares of Class A common stock were disposed of at a reported price of $570.24, described as withholding to satisfy tax obligations related to previously granted restricted stock units. The report also notes the reporting person acquired 29.89 shares under the company's Employee Stock Purchase Plan in May 2025 and beneficially owns 19,558.68 shares following the reported transactions. The Form 4 was signed by an attorney-in-fact on 10/03/2025 and includes a power of attorney exhibit.

Insights

Corporate Governance Analyst

Routine tax-withholding sale; not a new open-market disposition.

The filing documents a 66-share disposal at $570.24 classified as withholding to cover taxes from previously granted restricted stock units, which is a common administrative action following vesting. This type of transaction typically reflects compensation settlement mechanics rather than a decision to liquidate holdings for other purposes.

The report also records the purchase of 29.89 shares via the Employee Stock Purchase Plan and a post-transaction beneficial ownership of 19,558.68 shares. Together these entries indicate ongoing participation in company compensation programs rather than a material change in ownership position.

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).

1. Name and Address of Reporting Person^*

Madabhushi Venkata 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 Mktg & Comms Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		F		66(1)	D	$570.24	19,558.68(2)	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 relating to previously granted awards of restricted stock units.

2. Reflects 29.89 shares of Class A Common Stock acquired by the reporting person in May 2025 pursuant to the company's Employee Stock Purchase Plan.

Remarks:

Exhibit 24: Power of Attorney is attached.

	/s/ Craig Brown, as attorney-in-fact for Venkata Madabhushi, pursuant to a power of attorney dated July 15, 2025	10/03/2025
	** 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 did Mastercard insider Venkata Madabhushi report on Form 4 (MA)?

The filing reports a disposition of 66 shares at $570.24 on 10/01/2025 and the acquisition of 29.89 shares via the Employee Stock Purchase Plan in May 2025.

Why were the 66 shares sold in the Form 4 for MA?

The filing states the 66-share disposal represents withholding of shares to pay tax liability related to previously granted restricted stock units.

How many Mastercard shares does the reporting person own after the transaction?

The Form 4 shows the reporting person beneficially owns 19,558.68 shares of Class A common stock following the reported transaction.

Who signed the Form 4 for Venkata Madabhushi (MA)?

The Form 4 was signed 10/03/2025 by Craig Brown, as attorney-in-fact for Venkata Madabhushi, pursuant to a power of attorney dated July 15, 2025.

Does the Form 4 indicate any open-market sale or trading intent by the insider (MA)?

No. The filing characterizes the 66-share transaction as tax-withholding for vested restricted stock units, not as an open-market sale for liquidity.