MA Director Adds 458 Shares via Deferred Stock Grant – Form 4

Mastercard Inc. (MA) – Form 4 insider filing dated 06/26/2025 Director Oki Matsumoto reported the acquisition of 458 Class A deferred stock units on 06/24/2025.

Rhea-AI Filing Summary

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

Director Oki Matsumoto reported the acquisition of 458 Class A deferred stock units on 06/24/2025. The award was fully vested at grant, carries a cost basis of $0, and is scheduled to settle on or after 06/24/2029, subject to any re-deferral elections. Following this transaction, Matsumoto’s direct beneficial ownership rose to 8,183 shares.

Only non-derivative securities were reported; no derivative transactions or dispositions occurred. The filing was executed under power of attorney by Craig Brown.

Insights

Financial Analyst

TL;DR: Modest insider stock grant aligns director with shareholders; immaterial to valuation.

The 458-share deferred stock unit grant increases Matsumoto’s stake to 8,183 shares—roughly a 5.9% increment to his holdings. The award is compensation-related, cash-free, and vests immediately, so there is no direct cash outflow for Mastercard. Because the share count is immaterial versus the company’s 926 million diluted shares, the filing does not affect earnings or dilution forecasts. Nonetheless, continued insider accumulation is generally viewed as a mild vote of confidence.

Corporate Governance Expert

TL;DR: Routine director equity grant; enhances alignment, neutral impact on governance risk.

Deferred stock units encourage long-term orientation, settling four years post-grant. The grant size is well within typical board compensation benchmarks and does not raise pay-for-performance concerns. No 10b5-1 plan was cited, suggesting discretionary acceptance, yet the absence of disposals keeps optics positive. Overall, governance posture remains stable.

Insider Trade Summary

Grant/Award: 458 shares

Grant/Award 1 txn

Insider Matsumoto Oki

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	458	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 8,183 shares (Direct)

Footnotes (1)

1. F1. 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).

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Mastercard (MA) shares did Director Oki Matsumoto acquire?

The Form 4 shows an acquisition of 458 deferred stock units on 06/24/2025.

What is Matsumoto’s total beneficial ownership after the transaction?

After the grant, he directly owns 8,183 Class A common shares.

Was any cash paid for the shares acquired?

No. The stock units were granted at $0 cost as part of director compensation.

When will the deferred stock units settle?

They are scheduled to settle on 06/24/2029 or later, subject to any re-deferral.

Does the filing indicate use of a Rule 10b5-1 trading plan?

The checkbox for 10b5-1 was not marked, implying the transaction was not under such a plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/26/2025 - 04:22 PM Learn about SEC filing dates

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^*

Matsumoto Oki

(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	8,183	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:

	/s/ Craig Brown, as attorney-in-fact for Oki Matsumoto, 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.