MA officer withheld 85 shares for taxes; ownership 34,439.396

Rhea-AI Filing Summary

Edward McLaughlin, President & CTO of MA Tech and an officer of Mastercard Inc (MA), reported a transaction on 10/01/2025 on Form 4. The filing shows 85 shares of Class A common stock were disposed of under transaction code F, with a reported price of $570.24. After the transaction, the reporting person beneficially owned 34,439.396 shares. The filer explains the disposition as withholding of shares to satisfy tax liabilities related to previously granted restricted stock units, and the Form 4 was signed by an attorney-in-fact on 10/03/2025.

Positive

• Form 4 disclosure was filed and signed, showing compliance with Section 16 reporting requirements
• Explanation states transaction was withholding to satisfy tax liabilities on previously granted restricted stock units

Negative

• 85 shares disposed by an officer on 10/01/2025, which reduces direct holdings
• The reported disposal occurred at a price of $570.24, indicating an insider-level sale event

Insights

Corporate Governance Expert

Officer withheld shares to pay taxes related to RSUs; ownership remains sizable.

The Form 4 discloses a 10/01/2025 disposition of 85 Class A shares by Edward McLaughlin, identified as an officer. The filing states the shares were withheld to pay tax on previously granted restricted stock units, which is a common post-vesting administrative action.

Because the report shows 34,439.396 shares remain beneficially owned, this filing documents routine tax withholding rather than an open-market sale for cash generation. The disclosure preserves transparency about insider holdings.

Securities Compliance Expert

Form 4 was filed and signed via power of attorney, meeting Section 16 reporting requirements.

The document is a Section 16 Form 4 covering an insider transaction and bears a signature by an attorney-in-fact pursuant to a power of attorney dated June 23, 2025, with the filing executed on 10/03/2025. The Explanation section explicitly states the withholding purpose.

This form contains the required information: transaction date, code F, number of shares, price, and resulting beneficial ownership, fulfilling reporting obligations under the Exchange Act.

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^*

McLaughlin Edward Grunde

(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 & CTO, MA Tech

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		85(1)	D	$570.24	34,439.396	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.

Remarks:

Exhibit 24: Power of Attorney is attached.

	/s/ Craig Brown, as attorney-in-fact for Edward McLaughlin, pursuant to a power of attorney dated June 23, 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 Edward McLaughlin report on the Form 4 for Mastercard (MA)?

He reported a disposition of 85 Class A common shares on 10/01/2025, with a reported price of $570.24.

Why were the shares disposed according to the Form 4?

The filing states the shares were withheld to pay tax liability relating to previously granted restricted stock units.

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

The Form 4 shows beneficial ownership of 34,439.396 shares following the reported transaction.

When was the Form 4 signed and by whom?

The Form 4 was signed on 10/03/2025 by Craig Brown as attorney-in-fact for Edward McLaughlin under a power of attorney dated June 23, 2025.

What transaction code was used on the Form 4 and what does it indicate?

Transaction code F was used; the filing’s Explanation clarifies this reflects withholding of shares for tax payment related to RSUs.