Mastercard (NYSE: MA) CMO granted new RSUs and stock options

Rhea-AI Filing Summary

Mastercard Chief Marketing & Communications Officer Jill Kramer received new equity awards. She was granted employee stock options covering 5,774 shares at an exercise price of $0.00, which function as a compensation award rather than an open-market purchase.

She was also granted 1,860 shares of Class A common stock as restricted stock units. According to the details, both the restricted stock units and the stock options will vest in three equal annual installments beginning on March 1, 2027, providing long-term, performance-linked compensation and increasing her direct ownership stake over time.

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
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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^*

Kramer Jill

(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)
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		A		1,860(1)	A	$0	11,136	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		5,774		(2)	03/01/2036	Class A Common Stock	5,774	$0	5,774	D

Explanation of Responses:

1. Award of restricted stock units that will vest in three (3) equal annual installments beginning March 1, 2027.

2. The employee stock options vest in three (3) equal annual installments beginning March 1, 2027.

Remarks:

	/s/ Craig Brown, as attorney-in-fact for Jill Kramer, pursuant to a power of attorney dated November 10, 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What equity awards did Mastercard (MA) executive Jill Kramer receive?

Jill Kramer received an award of employee stock options on 5,774 shares and 1,860 shares of Class A common stock as restricted stock units. Both awards are part of her compensation and were granted at an exercise or grant price of $0.00 per share.

Are Jill Kramer’s new Mastercard (MA) stock awards immediately vested?

No, Jill Kramer’s new awards are not immediately vested. The filing states that both the restricted stock units and the employee stock options will vest in three equal annual installments, beginning on March 1, 2027, tying her compensation to longer-term service and performance.

How many Mastercard (MA) stock options were granted to Jill Kramer?

Jill Kramer was granted employee stock options covering 5,774 shares of Mastercard Class A common stock. These options vest in three equal annual installments starting March 1, 2027, aligning her potential future gains with the company’s longer-term share performance.

How many restricted stock units did Jill Kramer receive from Mastercard (MA)?

She received 1,860 shares of Class A common stock in the form of restricted stock units. These RSUs vest in three equal annual installments beginning March 1, 2027, gradually increasing her directly owned share count as each tranche vests over time.

What is Jill Kramer’s Mastercard (MA) share ownership after this grant?

After the grant of restricted stock units, Jill Kramer’s directly owned Class A common stock position is reported as 11,136 shares. This figure reflects her holdings following the award and will effectively increase as the newly granted RSUs vest in future years.

Do Jill Kramer’s new Mastercard (MA) equity awards involve open-market buying or selling?

No, the transactions are coded as grants or awards, not open-market buys or sells. The options and restricted stock units were granted at a price of $0.00 per share as part of her compensation package rather than through market purchases or disposals.