Mastercard Form 4: Director Withholds 86 Shares for Taxes at $532.84

Mastercard Inc. (MA) – Form 4 insider transaction filed 23 Jun 2025 Director Oki Matsumoto disclosed the disposition of 86 Class A common shares on 22 Jun 2025.

Rhea-AI Filing Summary

Mastercard Inc. (MA) – Form 4 insider transaction filed 23 Jun 2025

Director Oki Matsumoto disclosed the disposition of 86 Class A common shares on 22 Jun 2025. The event is coded “F,” indicating shares were automatically withheld by the company to satisfy U.S. tax obligations linked to the settlement of previously vested deferred stock units for a non-resident director. The shares were valued at $532.835 each, implying a total value of roughly $46,824. Following the withholding, Matsumoto directly owns 7,725 shares of Mastercard common stock. No derivative positions were reported and no changes were made through a Rule 10b5-1 trading plan. The filing appears routine and does not signal a strategic sale or purchase by the director.

Insights

Securities Analyst

TL;DR: Routine tax-withholding; negligible impact on MA share-count or sentiment.

The Code F transaction signifies an automatic share withholding to cover taxes, not an open-market sale. Only 86 shares (<1% of the director’s holdings and immaterial relative to Mastercard’s 1 B+ float) were removed, leaving the insider with 7,725 shares. No options, warrants, or derivative movements were recorded. Such filings typically carry neutral weight for investors because they do not reflect discretionary trading or changes in confidence, merely administrative compliance. Consequently, the disclosure should not influence valuation models or trading strategy for MA.

Insider Trade Summary

Exercise Price or Tax Liability: 86 shares

Exercise Price or Tax Liability 1 txn

Insider Matsumoto Oki

Role Director

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	86	$532.835	$46K

Holdings After Transaction: Class A Common Stock — 7,725 shares (Direct)

Footnotes (1)

1. F1. Represents withholding of shares to pay tax liability incident to the settlement for a U.S. non-resident director of previously fully vested deferred stock units.

FAQ

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

What insider activity was reported for Mastercard (MA) on 22 Jun 2025?

Director Oki Matsumoto had 86 shares withheld to cover taxes related to vested deferred stock units.

How many Mastercard shares does Oki Matsumoto own after the Form 4 transaction?

After the withholding, the director directly owns 7,725 Class A shares.

Was the transaction an open-market sale?

No. It was coded “F,” meaning shares were withheld by the issuer for tax purposes, not sold on the market.

What was the price used for the tax-withholding shares?

The shares were valued at $532.835 each on 22 Jun 2025.

Did the filing include any derivative securities activity?

No. No derivative securities were acquired or disposed of in this filing.

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

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Accepted by SEC EDGAR 06/23/2025 - 04:36 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)
06/22/2025

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	06/22/2025		F		86(1)	D	$532.835	7,725	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 withholding of shares to pay tax liability incident to the settlement for a U.S. non-resident director of previously fully vested deferred stock units.

Remarks:

	/s/ Craig Brown, as attorney-in-fact for Oki Matsumoto, pursuant to a power of attorney dated June 23, 2025	06/23/2025
	** 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.