MA insider: 17,816 options exercised and sold; 10b5-1 plan used

Rhea-AI Filing Summary

Sachin J. Mehra, Chief Financial Officer of Mastercard Inc. (MA), reported Option exercise and share sales on 08/19/2025 executed under a pre-planned Rule 10b5-1 trading plan adopted May 5, 2025. The report shows Mehra exercised 17,816 employee stock options with an exercise price of $239.05, generating 17,816 Class A shares. Those 17,816 shares were sold in multiple transactions at weighted-average prices ranging from $584.45 to $590.50, reflected as several sales reducing his beneficial ownership from 49,049.597 shares to 31,233.597 shares. The exercised options were awarded April 1, 2019 and are exercisable through March 1, 2029. The Form 4 is signed by an attorney-in-fact on behalf of Mehra on 08/20/2025.

Positive

• Trades executed under a Rule 10b5-1 trading plan, indicating pre-planned, compliance-oriented transactions
• Options exercised were previously vested (awarded April 1, 2019), so exercise was not an acceleration or special grant

Negative

• Reporting person sold all shares acquired from the option exercise (17,816 shares were sold), reducing beneficial ownership
• Significant share disposals occurred at market prices, which could be viewed as a liquidity event for the insider

Insights

Financial Analyst

TL;DR: CFO exercised vested options and sold the resulting shares under a 10b5-1 plan, reducing his Class A holding by 17,816 shares.

The filing documents a routine exercise of vested employee stock options (17,816 options at $239.05) followed by contemporaneous sales that fully dispositioned the acquired shares. Sales were executed in tranches with weighted-average prices reported between $584.45 and $590.50, reducing beneficial holdings from 49,049.597 to 31,233.597 shares. The use of a Rule 10b5-1 plan (adopted May 5, 2025) indicates the trades were pre-planned for personal financial management and intended to satisfy affirmative-defense conditions.

Corporate Governance Expert

TL;DR: The transaction follows established insider-trading compliance: exercise of vested options and sales executed under a documented 10b5-1 plan.

The report discloses that the reporting person exercised previously vested options (awarded April 1, 2019) and then sold the acquired shares in multiple tranches. The disclosure of weighted-average sale prices and the 10b5-1 adoption date provides transparency consistent with good governance practices. The Form 4 was executed by an attorney-in-fact, as documented on the filing.

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).

X

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^*

SACHIN J. MEHRA

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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	08/19/2025		M		17,816(1)	A	$239.05	49,049.597	D
Class A Common Stock	08/19/2025		S		4,400(1)	D	$584.9286(2)	44,649.597	D
Class A Common Stock	08/19/2025		S		1,891(1)	D	$585.9668(3)	42,758.597	D
Class A Common Stock	08/19/2025		S		5,003(1)	D	$587.0377(4)	37,755.597	D
Class A Common Stock	08/19/2025		S		4,322(1)	D	$587.858(5)	33,433.597	D
Class A Common Stock	08/19/2025		S		1,400(1)	D	$588.9441(6)	32,033.597	D
Class A Common Stock	08/19/2025		S		700(1)	D	$590.029(7)	31,333.597	D
Class A Common Stock	08/19/2025		S		100(1)	D	$590.53	31,233.597	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)	$239.05	08/19/2025		M			17,816(1)	(8)	03/01/2029	Class A Common Stock	17,816	$0	0	D

Explanation of Responses:

1. The transaction was effected pursuant to a pre-planned trading plan entered into in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The pre-planned trading plan was adopted by the reporting person for personal financial management purposes on May 5, 2025.

2. This transaction was executed in multiple trades at prices ranging from $584.45 to $585.41. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. This transaction was executed in multiple trades at prices ranging from $585.45 to $586.44. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $586.45 to $587.44. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

5. This transaction was executed in multiple trades at prices ranging from $587.45 to $588.43. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

6. This transaction was executed in multiple trades at prices ranging from $588.49 to $589.46. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

7. This transaction was executed in multiple trades at prices ranging from $589.51 to $590.50. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

8. The reporting person was awarded 17,816 employee stock options on April 1, 2019, which previously had fully vested.

Remarks:

	/s/ Craig Brown, as attorney-in-fact for Sachin Mehra, pursuant to a power of attorney dated July 14, 2025	08/20/2025
	** 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 Sachin Mehra (MA) report on the Form 4 filed for 08/19/2025?

The Form 4 reports exercise of 17,816 employee stock options at an exercise price of $239.05 and subsequent sales of the resulting 17,816 Class A shares on 08/19/2025.

Were the trades by the Mastercard (MA) CFO part of a 10b5-1 plan?

Yes. The transactions were effected pursuant to a pre-planned Rule 10b5-1 trading plan adopted May 5, 2025.

At what prices were the shares sold in the MA insider transaction?

Sales were executed in multiple trades with weighted-average prices reported across tranches, with ranges noted from $584.45 to $590.50 (reported weighted averages shown on the Form).

How did Mehra's beneficial ownership change after the transactions?

Beneficial ownership decreased from 49,049.597 shares prior to the sales to 31,233.597 shares following the reported transactions.

Were the exercised options subject to vesting or expired?

The exercised employee stock options were awarded April 1, 2019 and had fully vested; the related option has an expiration/exercisable reference through March 1, 2029 as disclosed.