Mastercard executive trims stake by 9,428 shares after option exercise

Rhea-AI Filing Summary

Mastercard Incorporated (MA) – Form 4 filed 06/23/2025

Chief Services Officer Craig Vosburg reported a same-day option exercise and sale on 06/20/2025. He exercised 9,428 employee stock options granted on 03/01/2019 at an exercise price of $227.25 per share (transaction code M) and immediately sold the 9,428 resultant Class A shares in the open market at a weighted-average price of $353.0471 (transaction code S). The trade was executed under a Rule 10b5-1 plan adopted on 03/06/2025.

The transactions produced gross proceeds of roughly $3.3 million and reduced the executive’s direct ownership from 67,878.824 to 58,450.824 shares, a decrease of about 13.9%. All 28,284 options from the 2019 award are now fully exercised, leaving no derivative securities outstanding from that grant.

• Reporting person: Craig Vosburg, Chief Services Officer
• Shares acquired via option exercise: 9,428 (A)
• Shares disposed via open-market sale: 9,428 (D)
• Form signed 06/23/2025 by attorney-in-fact

Positive

• Trade executed under a Rule 10b5-1 plan, reducing the likelihood of opportunistic selling.
• Executive retains 58,450.824 shares, maintaining significant equity alignment with shareholders.

Negative

• Chief Services Officer disposed of 9,428 shares, cutting direct stake by ~14%.
• No derivative securities remain from the 2019 grant, lowering future equity incentives for the executive.

Insights

Financial Analyst

TL;DR: Insider sells 9,428 MA shares for ~$3.3 M; mildly bearish signal.

The filing shows Vosburg monetising a 2019 option grant while retaining a sizeable 58.5 k-share stake. Although sales were pre-planned under Rule 10b5-1, the net reduction of ~14% in personal holdings can be construed as a modestly negative sentiment indicator, especially given Mastercard’s rich valuation. No new options were granted, so the executive’s future equity incentive is lower. However, the orderly 10b5-1 structure and continued substantial ownership partially offset the bearish implication.

Corporate Governance Expert

TL;DR: Routine 10b5-1 trade; governance framework intact—impact neutral.

The transaction adhered to a pre-established 10b5-1 plan, filed promptly within two business days, and fully disclosed weighted-average pricing per SEC guidelines. Such disciplined execution limits concerns about information asymmetry. From a governance standpoint, continued ownership above 58 k shares aligns executive interests with shareholders. Therefore, while the stake reduction is notable, the compliant process renders the overall governance impact neutral.

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^*

Vosburg Craig

(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)
	Chief Services Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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	06/20/2025		M		9,428(1)	A	$227.25	67,878.824	D
Class A Common Stock	06/20/2025		S		9,428(1)	D	$353.0471(2)	58,450.824	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)	$227.25	06/20/2025		M			9,428(1)	(3)	03/01/2029	Class A Common Stock	9,428	$0	0	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 March 6, 2025.

2. This transaction was executed in multiple trades at prices ranging from $535.00 to $535.35. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. The reporting person was awarded 28,284 employee stock options on March 1, 2019, which previously had fully vested.

Remarks:

	/s/ Craig Brown, as attorney-in-fact for Craig Vosburg pursuant to a power of attorney dated December 16, 2015	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.

FAQ

How many Mastercard (MA) shares did Craig Vosburg sell?

He sold 9,428 Class A common shares on 06/20/2025.

What price did the MA shares sell for in this Form 4 filing?

The weighted-average sale price was $353.0471 per share.

Was the transaction pre-planned under Rule 10b5-1?

Yes. The filing states it was executed under a 10b5-1 plan adopted on 03/06/2025.

How many Mastercard shares does Craig Vosburg own after the sale?

His direct ownership decreased to 58,450.824 shares.

Did the executive exercise stock options in this transaction?

Yes. He exercised 9,428 employee stock options at an exercise price of $227.25.