Mastercard director share withholding for taxes

Mastercard director Oki Matsumoto reported a small, routine tax-withholding transaction.

Rhea-AI Filing Summary

Mastercard director Oki Matsumoto reported a small, routine tax-withholding transaction. On settlement of previously fully vested deferred stock units for a U.S. non-resident director, 98 shares of Class A Common Stock were withheld at $492.45 per share to cover tax liabilities. This was not an open-market sale. After the withholding, Matsumoto directly holds 8,594 Class A shares.

Insider Trade Summary

Exercise Price or Tax Liability: 98 shares

Exercise Price or Tax Liability 1 txn

Insider Matsumoto Oki

Role Director

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	98	$492.45	$48K

Holdings After Transaction: Class A Common Stock — 8,594 shares (Direct)

Footnotes (1)

1. F1. Represents withholding of shares to pay tax liability incident to the settlement for a U.S. non-resident director of previously fully vested deferred stock units.

Key Figures

Shares withheld for taxes: 98 shares Withholding price per share: $492.45 per share Shares owned after transaction: 8,594 shares +1 more

4 metrics

Shares withheld for taxes 98 shares Tax-withholding disposition on settlement of deferred stock units

Withholding price per share $492.45 per share Price applied to 98 withheld Mastercard Class A shares

Shares owned after transaction 8,594 shares Direct holdings of Oki Matsumoto following tax withholding

Tax-withholding transactions 1 transaction, 98 shares Summary of tax-withholding activity in this Form 4

Key Terms

deferred stock units, tax-withholding disposition, Class A Common Stock, withholding of shares

4 terms

deferred stock units financial

"previously fully vested deferred stock units"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Class A Common Stock financial

"security_title: Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

withholding of shares financial

"Represents withholding of shares to pay tax liability"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Mastercard (MA) director Oki Matsumoto report?

Director Oki Matsumoto reported a tax-withholding disposition of 98 shares of Mastercard Class A Common Stock. The shares were withheld to cover tax liabilities tied to settling previously vested deferred stock units, rather than sold on the open market.

How many Mastercard (MA) shares were withheld and at what price?

A total of 98 Mastercard Class A shares were withheld at a price of $492.45 per share. This withholding satisfied tax obligations related to the settlement of fully vested deferred stock units for a non-resident director.

How many Mastercard (MA) shares does Oki Matsumoto hold after this Form 4 transaction?

After the tax-withholding disposition, Oki Matsumoto directly holds 8,594 shares of Mastercard Class A Common Stock. This figure reflects his remaining direct ownership following the withholding of 98 shares to pay associated tax liabilities.

Was the Mastercard (MA) insider transaction an open-market sale or purchase?

The transaction was not an open-market sale or purchase. It was a tax-withholding disposition, where 98 shares were retained by the company to cover taxes on settled deferred stock units for a non-resident director.

What is the purpose of the tax-withholding disposition reported by Mastercard (MA)?

The tax-withholding disposition was used to pay tax liabilities arising from settlement of previously fully vested deferred stock units. Instead of paying cash, 98 shares of Mastercard Class A stock were withheld to satisfy the director’s U.S. tax obligation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/23/2026 - 04:18 PM EDT Learn about SEC filing dates

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).

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^*

Matsumoto Oki

(Last) (First) (Middle)

2000 PURCHASE STREET

(Street)

PURCHASE NEW YORK 10577

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/21/2026		F		98(1)	D	$492.45	8,594	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 incident to the settlement for a U.S. non-resident director of previously fully vested deferred stock units.

Remarks:

	/s/ Craig Brown, as attorney-in-fact for Oki Matsumoto, pursuant to a power of attorney dated June 23, 2025	06/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)