Mastercard Board Member Gets $450K Stock Award with 4-Year Lock-up Period

Rhea-AI Filing Summary

Mastercard director Choon Phong Goh received a restricted stock award of 458 shares of Class A Common Stock on June 24, 2025. The shares were fully vested upon grant but are subject to transfer restrictions until June 24, 2029.

Key details of the transaction:

• Transaction Type: Acquisition of restricted stock (Transaction Code: A)
• Price: $0 (granted as compensation)
• Total shares beneficially owned after transaction: 5,801 shares
• Ownership Form: Direct

The Form 4 was filed by Craig Brown as attorney-in-fact for Goh, under a power of attorney dated June 23, 2025. This insider transaction disclosure was filed in compliance with Section 16(a) of the Securities Exchange Act of 1934.

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
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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^*

Goh Choon Phong

(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	5,801	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 restricted stock award that was fully vested on June 24, 2025, the date of grant, but is subject to transfer restrictions until June 24, 2029.

Remarks:

Exhibit 24: Power of Attorney is attached.

	/s/ Craig Brown, as attorney-in-fact for Choon Phong Goh, 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 Choon Phong Goh receive on June 24, 2025?

Director Choon Phong Goh received 458 shares of Mastercard Class A Common Stock on June 24, 2025, as part of a restricted stock award. Following this transaction, he owned a total of 5,801 shares directly.

What are the transfer restrictions on MA Director Goh's June 2025 stock award?

While the restricted stock award vested immediately on the grant date of June 24, 2025, the shares are subject to transfer restrictions until June 24, 2029 - a four-year transfer restriction period.

What was the purchase price of MA shares granted to Director Goh in June 2025?

The shares were granted to Director Goh at $0 cost as part of a restricted stock award, rather than being purchased on the open market.

Who filed this Form 4 for Mastercard (MA) Director Goh?

The Form 4 was filed by Craig Brown as attorney-in-fact for Choon Phong Goh, pursuant to a power of attorney dated June 23, 2025. The form was signed on June 26, 2025.

What is Director Goh's total MA stock ownership after the June 2025 grant?

Following the restricted stock award transaction, Director Choon Phong Goh beneficially owned 5,801 shares of Mastercard Class A Common Stock held directly (Form D).