Mastercard Chief Commercial Payments Officer Disposes 949 MA Shares

Rhea-AI Filing Summary

Mastercard Inc. (MA) filed a Form 4 disclosing that Chief Commercial Payments Officer Raj Seshadri sold 949 shares of Class A common stock on 06/20/2025 at an average price of $535.80 per share. The transaction, executed under a Rule 10b5-1 pre-planned trading program adopted on 03/14/2025, generated approximately $508,000 in gross proceeds. Following the sale, Seshadri’s direct holdings stand at 14,021.33 shares, as reported in the filing.

The filing indicates ongoing compliance with SEC Section 16 reporting requirements, and the use of a 10b5-1 plan suggests the trade was scheduled in advance for personal portfolio management purposes. Given the officer retains a meaningful share position and the sale represents only a small fraction of her reported ownership, the market signal from this single transaction appears limited. No derivative transactions, option exercises, or other equity movements were reported.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, reinforcing transparency and reducing concerns about opportunistic insider selling.

Negative

• Insider disposed of 949 shares, which can be viewed as a mildly negative signal despite its small size and pre-planned nature.

Insights

Securities Analyst

TL;DR: Small 10b5-1 insider sale; limited impact on MA valuation or sentiment.

The disposal of 949 shares (~$0.5 million) by a senior executive is modest relative to typical daily trading volumes and Seshadri’s remaining 14k-share stake. The pre-planned Rule 10b5-1 structure reduces the likelihood of information asymmetry, framing the transaction as routine personal liquidity rather than a signal about fundamentals. As there are no accompanying earnings metrics, strategy updates, or large-scale share dispositions, I view the filing as informational with neutral investment impact.

Corporate Governance Expert

TL;DR: Properly disclosed, plan-based sale reflects good governance; no red flags.

From a governance standpoint, the officer’s adherence to a previously adopted 10b5-1 plan and timely Section 16 reporting underscores robust internal compliance. The retained ownership keeps executive–shareholder alignment intact. Because the sale volume is immaterial to total outstanding shares and lacks any pattern of continuous disposals, it does not raise governance concerns or suggest adverse insider sentiment.

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^*

Seshadri Raj

(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 Commercial Pmts 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		S		949(1)	D	$535.8	14,021.33	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 Raj Seshadri, pursuant to a power of attorney dated January 7, 2020	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 Raj Seshadri sell?

949 Class A common shares were sold on 06/20/2025.

At what price were the MA shares sold?

The reported average sale price was $535.80 per share.

Does the executive still hold Mastercard stock after the sale?

Yes. Seshadri now directly owns 14,021.33 shares.

Was the sale made under a 10b5-1 plan?

Yes, the filing states the transaction was executed pursuant to a pre-planned Rule 10b5-1 trading plan adopted on 03/14/2025.

What position does Raj Seshadri hold at Mastercard?

She serves as Chief Commercial Payments Officer.