MA Insider Update: Lance Uggla Adds 458 Deferred Stock Units

Rhea-AI Filing Summary

Mastercard Incorporated (MA) – Form 4 insider filing dated 06/26/2025

Director Lance Darrell Gordon Uggla reported a single transaction on 06/24/2025. The filing shows an "A" (Acquired) code for 458 Class A common stock deferred stock units (DSUs) at a stated price of $0.00. These DSUs were fully vested on the grant date but will not convert into common shares until Mr. Uggla’s board service ends, in line with Mastercard’s director compensation program.

Following the grant, Mr. Uggla’s total directly held beneficial interest rose to 9,332 shares/units. No derivative securities were acquired or disposed of, and no sales were reported. The filing was signed by Craig Brown under a power of attorney on 06/26/2025.

No other changes in ownership structure, option exercises, or open-market transactions were disclosed. The transaction appears routine, reflecting annual equity compensation rather than an active buy or sell decision.

Insights

Corporate Governance Expert

TL;DR: Routine DSU grant; negligible ownership change; neutral governance signal.

The Form 4 records a standard director compensation grant—458 fully vested DSUs that settle post-tenure. Such equity awards align director incentives with shareholder value but, given Mastercard’s multi-billion-dollar market cap, the absolute size (<1 % of insider holdings, immaterial to float) carries minimal governance or control implications. No red flags such as accelerated vesting, discretionary awards, or insider sales are present.

Portfolio Manager

TL;DR: Immaterial insider acquisition; no portfolio action warranted.

A 458-unit DSU grant at $0 cost increases Uggla’s stake to 9,332 shares—roughly US$4 million at current prices, still negligible versus MA’s US$400 billion market cap. Absence of open-market buying or selling suggests no timing signal. For investors, this is a non-impactful, compensation-linked filing; it neither alters supply-demand dynamics nor indicates a strategic shift.

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^*

Uggla Lance Darrell Gordon

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

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	06/24/2025		A		458(1)	A	$0	9,332	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 deferred stock unit award that was fully vested on June 24, 2025, the date of grant, but will settle upon termination of service by the reporting person as a director.

Remarks:

	/s/ Craig Brown, as attorney-in-fact for Lance Uggla, pursuant to a power of attorney dated January 4, 2019	06/26/2025
	** 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.