[Form 4] Mastercard Incorporated Insider Trading Activity

Rhea-AI Filing Summary

Nuveen Funds definitive proxy (Schedule 14A) dated June 30, 2025 covers 14 closed-end municipal funds, including Nuveen Taxable Municipal Income Fund (NBB) and its sister portfolios. The document notifies shareholders of virtual annual meetings on August 14, 2025 at 2:00 p.m. CT, accessible via live webcast at www.meetnow.global/MNRRJJC. Shareholders of record as of June 20, 2025 may vote electronically during the webcast or in advance by mail, telephone or internet using the control number on their proxy card.

Key agenda item: election of Board Members. Elections vary by fund:

• Municipal Income (NMI) – four Class III directors.
• AMT-Free Value (NUW), Municipal Value (NUV), New York Value (NNY), Select Maturities (NIM) and Taxable Income (NBB) – four Class I directors.
• Eight leveraged funds (e.g., NVG, NEA, NDMO, NZF) – three Class I directors (Common & Preferred voting together) plus two directors elected solely by Preferred shareholders.

The vote standard is a simple plurality; abstentions and broker non-votes do not affect outcomes once quorum is reached (majority of shares, or 33⅓ % of Preferred shares for Preferred-only matters).

Outstanding shares on the record date illustrate the relative size of each fund (e.g., NVG 213.5 m common shares; NEA 299.0 m; NBB 29.4 m). Multiple series of VRDP, MFP and AMTP preferred shares remain outstanding across eight funds, and NYSE Rule 452 proportionate voting may apply to certain series in remarketing mode.

All nominees are independent under the 1940 Act and none are affiliated with Nuveen or TIAA. Governance remains on a unitary-board model covering 217 portfolios, supported by seven standing committees (Audit, Investment, Compliance, Closed-End Fund, etc.).

Director compensation is increasing effective January 1 2025: base retainer stays at US $350,000 but committee retainers rise to US $35,000 (Audit/Compliance) and US $30,000–$25,000 elsewhere; the Board Chair retainer rises to US $150,000. Meeting fees of US $1,000–2,500 continue, and directors may defer compensation into Nuveen funds.

Management recommends shareholders vote “FOR” each nominee. No other substantive business or financial performance data is presented.

Positive

• Independent slate: All director nominees qualify as non-interested, sustaining strong oversight.
• Virtual-only format increases shareholder access without geographic limits.
• Comprehensive disclosure of share classes, voting rules and committee structures enhances transparency.

Negative

• Board compensation increases for 2025 could modestly raise fund operating expenses.
• Complex voting structure for funds with multiple preferred-share series may confuse some retail holders.

Insights

Corporate Governance Expert

TL;DR — Routine virtual AGM focused on electing independent directors; raises board retainers but leaves fund strategy unchanged.

The proxy consolidates governance for 14 Nuveen municipal funds, reaffirming the unitary board structure. All nominees are independent, maintaining best-practice oversight. The move to a fully virtual meeting continues the accessibility strategy adopted post-pandemic. Compensation adjustments – a larger chair retainer and higher committee fees – reflect rising workload across 217 portfolios, yet marginally raise administrative expense ratios. Voting mechanics are straightforward: plurality election with broker discretionary authority on this routine matter. Overall governance continuity, minimal strategic impact, neutral investor significance.

Portfolio Manager

TL;DR — Governance housekeeping; no portfolio, leverage or distribution changes—neutral for valuation and cash-flow outlook.

Nothing in the filing alters credit exposure, leverage levels or payout policy for NBB or peer funds. Share counts and preferred-share structures are unchanged, and Rule 452 proportionate voting applies only to specific VRDP/MFP series. The only economic item is higher director compensation, a de minimis expense given fund sizes (e.g., NEA ≈ US $4 bn AUM). Investors should simply ensure proxies are executed to prevent quorum delays; otherwise, expect no NAV or dividend repercussions.

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^*

Kirkpatrick Linda Pistecchia

(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)
	President, Americas

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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	06/30/2025		S		958(1)	D	$560	23,624.052	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. 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 March 14, 2025.

Remarks:

	/s/ Craig Brown, as attorney-in-fact for Linda Kirkpatrick, pursuant to a power of attorney dated December 9, 2020	06/30/2025
	** 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

When is the 2025 annual meeting for Nuveen Taxable Municipal Income Fund (NBB)?

August 14, 2025 at 2:00 p.m. Central, conducted exclusively online via live webcast.

What is the record date for voting eligibility?

Shareholders of record at the close of business on June 20, 2025 may vote at the meeting.

What matters will shareholders vote on?

The primary item is the election of Board Members; no other substantive proposals are listed.

How can I attend and vote at the virtual meeting?

Log in to www.meetnow.global/MNRRJJC with the control number from your proxy card; vote electronically during the webcast or submit proxies by mail, phone or internet beforehand.

Has director compensation changed for 2025?

Yes. Independent directors now receive a $350,000 base retainer plus higher committee retainers, and the Board Chair receives $150,000, effective January 1, 2025.

How many common shares of NBB are outstanding?

As of June 20, 2025, 29,394,752 common shares of Nuveen Taxable Municipal Income Fund were outstanding.