[Form 4] Mastercard Incorporated Insider Trading Activity

Rhea-AI Filing Summary

Sachin J. Mehra, Chief Financial Officer of Mastercard Inc (MA), reported transactions on 09/02/2025 executed under a pre-planned Rule 10b5-1 trading plan adopted May 5, 2025. The filing shows exercises of employee stock options for 13,013 shares at an exercise price of $290.25 and 4,250 shares at $362.90, and multiple open-market sales totaling 16,763 Class A shares at weighted-average prices ranging from about $586.14 to $595.06. Following these transactions, the reporting person beneficially owned 31,233.597 Class A shares directly.

Positive

• Transactions executed under a disclosed Rule 10b5-1 plan, providing procedural clarity for insider sales
• Exercises of vested employee stock options (13,013 and 4,250 options), indicating normal compensation realization

Negative

• Significant open-market sales of 16,763 Class A shares on 09/02/2025 reduced direct beneficial ownership from 44,246.597 to 31,233.597 shares

Insights

Securities Analyst

TL;DR Routine option exercises and 10b5-1 sales by the CFO reduced direct holdings but were processed under a pre-established plan.

The filing documents vested option exercises from 2020 and 2021 awards and multiple block sales executed the same day under a Rule 10b5-1 plan adopted May 5, 2025. Sales were completed at weighted-average prices between approximately $586 and $595 per share. The transactions appear procedural: option exercises increased immediate share count before contemporaneous sales reduced direct holdings to 31,233.597 Class A shares. No new grants or extraordinary items are disclosed.

Corporate Governance Expert

TL;DR Transactions align with standard insider liquidity planning and include clear 10b5-1 disclosure.

The report clearly indicates the use of a 10b5-1 plan adopted May 5, 2025, and provides weighted-average sale prices with commitments to supply trade-level details on request. The filing is compliant in format and includes a signed attorney-in-fact signature. There are no disclosed amendments, resignations, or governance actions in this 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)
09/02/2025

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	09/02/2025		M		13,013(1)	A	$290.25	44,246.597	D
Class A Common Stock	09/02/2025		M		4,250(1)	A	$362.9	48,496.597	D
Class A Common Stock	09/02/2025		S		1,400(1)	D	$586.7418(2)	47,096.597	D
Class A Common Stock	09/02/2025		S		822(1)	D	$587.657(3)	46,274.597	D
Class A Common Stock	09/02/2025		S		497(1)	D	$588.5562(4)	45,777.597	D
Class A Common Stock	09/02/2025		S		4,240(1)	D	$589.7835(5)	41,537.597	D
Class A Common Stock	09/02/2025		S		2,241(1)	D	$590.615(6)	39,296.597	D
Class A Common Stock	09/02/2025		S		3,613(1)	D	$591.8708(7)	35,683.597	D
Class A Common Stock	09/02/2025		S		1,987(1)	D	$592.7399(8)	33,696.597	D
Class A Common Stock	09/02/2025		S		297(1)	D	$594.1238(9)	33,399.597	D
Class A Common Stock	09/02/2025		S		2,166(1)	D	$594.8961(10)	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)	$290.25	09/02/2025		M			13,013(1)	(11)	03/01/2030	Class A Common Stock	13,013	$0	0	D
Employee Stock Option (right to buy)	$362.9	09/02/2025		M			4,250(1)	(12)	03/01/2031	Class A Common Stock	4,250	$0	5,783	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 $586.14 to $587.12. 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 $587.20 to $588.12. 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 $588.20 to $589.07. 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 $589.2150 to $590.21. 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 $590.22 to $591.21. 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 $591.26 to $592.20. 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. This transaction was executed in multiple trades at prices ranging from $592.27 to $593.14. 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.

9. This transaction was executed in multiple trades at prices ranging from $593.50 to $594.48. 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.

10. This transaction was executed in multiple trades at prices ranging from $594.55 to $595.06. 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.

11. The reporting person was awarded 13,013 employee stock options on March 1, 2020, which previously had fully vested.

12. The reporting person was awarded 10,033 employee stock options on March 1, 2021, 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	09/03/2025
	** 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 CFO Sachin Mehra report on Form 4 (MA)?

He reported option exercises and open-market sales on 09/02/2025 under a Rule 10b5-1 plan, resulting in 31,233.597 Class A shares owned.

Were the insider sales by Sachin Mehra pre-planned?

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

How many shares were sold and at what prices?

16,763 Class A shares were sold on 09/02/2025 at weighted-average prices ranging roughly from $586.14 to $595.06.

How many options were exercised and at what exercise prices?

13,013 options at $290.25 and 4,250 options at $362.90 were reported as exercised.

Does the Form 4 disclose any new grants or resignations?

No. The filing discloses option exercises and sales only; no new grants, resignations, or other governance actions are reported.