Hai Ling Files Form 4 for MA: Option Exercise and Sale on 08/22/2025

Rhea-AI Filing Summary

Insider transactions by Hai Ling at Mastercard (MA) The filing reports multiple transactions dated 08/22/2025 by Hai Ling, President, AP, Europe, MEA, filed on 08/25/2025 by an attorney-in-fact. The reporting person acquired 4,485 shares of Class A common stock pursuant to an employee stock option exercise at an effective price of $90.10 per share under a pre-planned Rule 10b5-1 trading plan adopted November 29, 2024. The filing also shows a contemporaneous sale of 4,485 shares at $600 per share and lists total beneficial ownership figures of 30,330.707 and 25,845.707 shares in different lines. The form notes 47.049 shares acquired in May 2025 under the Employee Stock Purchase Plan and references 13,456 options awarded March 1, 2016.

Insights

Securities Analyst

TL;DR: Routine insider option exercise and sale executed under a 10b5-1 plan; transaction sizes are modest relative to institutional volumes.

The Form 4 documents an option exercise that resulted in acquisition of 4,485 Class A shares at an exercise price of $90.10 and a contemporaneous sale of 4,485 shares at $600, both dated 08/22/2025 and reported 08/25/2025. The filing explicitly states the transactions were effected under a pre-planned Rule 10b5-1 trading plan adopted November 29, 2024, and discloses additional holdings including 47.049 ESPP shares and previously awarded options from 2016. From a market-impact perspective, these disclosures are routine and provide transparency on the insider's liquidity activity without indicating corporate changes.

Corporate Governance Expert

TL;DR: Disclosure follows governance best practices: use of 10b5-1 plan and power of attorney for filing.

The report includes an explicit statement that the trades were pursuant to a Rule 10b5-1 plan, which helps establish affirmative defense to insider trading claims. The form is signed by an attorney-in-fact under a power of attorney dated June 23, 2025, and includes clear attribute lines for relationship and beneficial ownership. The filing also identifies the origin of option grants (March 1, 2016) and ESPP acquisitions (May 2025), supporting transparency around the insider's equity compensation history. Overall, the filing meets disclosure expectations for Section 16 reporting.

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^*

Ling Hai

(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, AP, Europe, MEA

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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	08/22/2025		M		4,485(1)	A	$90.1	30,330.707(2)	D
Class A Common Stock	08/22/2025		S		4,485(1)	D	$600	25,845.707	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
Employee Stock Option (right to buy)	$90.1	08/22/2025		M			4,485(1)	(3)	03/01/2026	Class A Common Stock	4,485	$0	8,971	D

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 November 29, 2024.

2. Reflects 47.049 shares of Class A Common Stock acquired by the reporting person in May 2025 pursuant to the company's Employee Stock Purchase Plan.

3. The reporting person was awarded 13,456 employee stock options on March 1, 2016, which previously had fully vested.

Remarks:

Exhibit 24: Power of Attorney is attached.

	/s/ Craig Brown, as attorney-in-fact for Hai Ling, pursuant to a power of attorney dated June 23, 2025	08/25/2025
	** 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 transactions did Hai Ling report on the Form 4 for Mastercard (MA)?

The Form 4 reports an acquisition of 4,485 Class A shares via exercise at $90.10 and a contemporaneous sale of 4,485 shares at $600, both dated 08/22/2025.

Were the trades by Hai Ling part of a trading plan?

Yes. The filing states the transactions were effected pursuant to a pre-planned trading plan adopted under Rule 10b5-1 on November 29, 2024.

Does the Form 4 show Hai Ling’s total beneficial ownership after the transactions?

The filing discloses beneficial ownership figures of 30,330.707 shares in one line and 25,845.707 shares in another line associated with the reported transactions.

Are there other equity holdings disclosed for Hai Ling?

Yes. The filing notes 47.049 shares acquired in May 2025 through the company’s Employee Stock Purchase Plan and references 13,456 options awarded on March 1, 2016.

Who signed the Form 4 on behalf of Hai Ling?

The Form 4 was signed by Craig Brown as attorney-in-fact for Hai Ling pursuant to a power of attorney dated June 23, 2025, with a signature date of 08/25/2025.