Mastercard Insider Receives 458 Deferred Stock Units, Boosts Holding

Rhea-AI Filing Summary

Mastercard Inc. (MA) — Form 4 insider filing overview

Director Richard K. Davis disclosed the acquisition of 458 Class A deferred stock units (DSUs) on 24 June 2025. The grant was awarded at $0 per unit, vested immediately, and will be settled in shares on or after 24 June 2029 (subject to possible re-deferral at the director’s election). After the award, Davis directly owns 10,746 Mastercard shares. No dispositions, derivative exercises, or open-market transactions were reported. The document was executed on 26 June 2025 by attorney-in-fact Craig Brown, with a power of attorney dated 23 June 2025.

The transaction is part of routine board compensation rather than an indicator of market sentiment; the share count involved is immaterial relative to Mastercard’s multi-billion-share float. While the award incrementally increases the director’s equity exposure—enhancing long-term alignment with common shareholders—it does not alter insider control, capital structure, or near-term cash flows.

Insights

Financial Analyst

Routine DSU grant; financially immaterial to Mastercard.

The 458-share award equates to roughly US$200-250 k at recent prices, less than 0.001 % of MA’s market value. Because it carries no cash cost and defers settlement until 2029, it has no impact on earnings, liquidity, or share count today. Insider ownership remains negligible, so valuation, capital allocation, and buy-back capacity are unchanged. I therefore consider the filing neutral for investors.

Corporate Governance Expert

Standard board compensation; governance profile unchanged.

Deferred stock units that vest immediately but settle years later are common at large-cap issuers, encouraging multi-year oversight without creating trading windows. No 10b5-1 designation or special conditions were noted, and the filing includes a valid power of attorney. The additional 458 shares marginally reinforce alignment but do not shift control or raise governance red flags. Overall impact is neutral.

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^*

DAVIS RICHARD K

(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	10,746	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 on June 24, 2029 (or later, subject to re-deferral of the award if elected by the reporting person).

Remarks:

Exhibit 24: Power of Attorney is attached.

	/s/ Craig Brown, as attorney-in-fact for Richard K. Davis, pursuant to a power of attorney dated June 23, 2025	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.

FAQ

What insider transaction did Mastercard (MA) report on 24 June 2025?

Director Richard K. Davis received 458 deferred stock units of Class A common stock.

Did the director pay cash for the 458 Mastercard shares?

No. The DSUs were granted at $0 per unit as part of standard board compensation.

When will the deferred stock units granted to Richard K. Davis settle?

The units are scheduled to settle in shares on 24 June 2029, with an option for re-deferral.

How many Mastercard shares does Richard K. Davis own after the transaction?

Following the grant, Davis beneficially owns 10,746 shares directly.

Does this Form 4 filing indicate any change in Mastercard’s control structure?

No. The grant is a routine, immaterial award and does not affect insider control.