Mastercard Board Member Sulzberger Expands Stake with Deferred Stock Units

Rhea-AI Filing Summary

Mastercard Director Gabrielle Sulzberger received a deferred stock unit award of 458 shares of Class A Common Stock on June 24, 2025. The transaction was reported in a Form 4 filing dated June 28, 2025.

Key details of the transaction:

• The shares were acquired at $0 cost as part of director compensation
• The award was fully vested on the grant date
• Settlement of shares will occur upon termination of Sulzberger's service as director
• Following the transaction, Sulzberger directly owns 5,336 shares of Mastercard Class A Common Stock

The filing was signed by Craig Brown as attorney-in-fact for Sulzberger under a power of attorney dated June 23, 2025. This insider transaction reflects standard board compensation practices and demonstrates continued alignment between director and shareholder interests.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sulzberger Gabrielle

Role Director

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

Holdings After Transaction: Class A Common Stock — 5,336 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Sulzberger Gabrielle

(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	5,336	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:

Exhibit 24: Power of Attorney is attached.

	/s/ Craig Brown, as attorney-in-fact for Gabrielle Sulzberger, 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

How many Mastercard (MA) shares did Director Gabrielle Sulzberger acquire on June 24, 2025?

Director Gabrielle Sulzberger acquired 458 deferred stock units of Mastercard Class A Common Stock on June 24, 2025. These units were granted as a director award and were fully vested upon grant.

What is the total number of Mastercard (MA) shares Gabrielle Sulzberger owns after the June 2025 transaction?

Following the reported transaction, Gabrielle Sulzberger beneficially owns 5,336 shares of Mastercard Class A Common Stock directly (Form D).

What was the purchase price of MA shares in Sulzberger's June 24, 2025 acquisition?

The deferred stock units were awarded at $0 cost to Gabrielle Sulzberger as part of her compensation as a director. This was not a market purchase but rather a stock award grant.

When will Gabrielle Sulzberger's Mastercard (MA) deferred stock units be settled?

According to the filing's explanation of responses, the deferred stock units will be settled upon termination of Sulzberger's service as a director of Mastercard.

Who signed the Form 4 filing for Mastercard (MA) director Gabrielle Sulzberger?

The Form 4 was signed by Craig Brown as attorney-in-fact for Gabrielle Sulzberger, pursuant to a power of attorney dated June 23, 2025. The signature date was June 26, 2025.