[Form 4] Mastercard Incorporated Insider Trading Activity

Rhea-AI Filing Summary

Mastercard Incorporated (MA) Form 4 filing: Director Rima Qureshi reported receiving 458 Class A common shares on 24 Jun 2025 via a fully-vested deferred stock unit (DSU) grant priced at $0. The DSUs will settle on 24 Jun 2029, with optional re-deferral. Following the award, Qureshi’s direct beneficial ownership rises to 21,272 shares. No open-market purchases, sales, or derivative transactions were disclosed, and the filing attaches a power of attorney dated 23 Jun 2025.

The transaction is routine board compensation, modest in size relative to Mastercard’s market capitalization and trading volume, and does not alter control or governance structures.

Insights

Financial Analyst

TL;DR: Routine DSU award; minor ownership increase; neutral market impact.

The Form 4 records a standard annual equity retainer for a non-employee director, not an open-market buy. At 458 shares—≈0.00005% of outstanding stock—the award is immaterial to valuation or float. Settlement is deferred for four years, so near-term share count is unaffected. Such grants are common across S&P 500 boards and generally viewed as aligning directors with shareholders, but the size is too small to signal incremental confidence or insider buying momentum.

Corporate Governance Specialist

TL;DR: Standard board compensation; aligns incentives; no governance red flags.

Deferred stock units are a prevailing best practice for long-term alignment. The immediate vesting combined with mandatory four-year deferral preserves incentive value while postponing dilution. No 10b5-1 plan was indicated, but because the award is issuer-granted, Rule 10b5-1 safe-harbor is unnecessary. The attached power of attorney is routine. Overall, the disclosure satisfies Section 16 requirements and suggests continued adherence to governance norms.

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^*

Qureshi Rima

(Last) (First) (Middle)

2000 PURCHASE STREET

(Street)

PURCHASE NY 10577-2509

(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	21,272	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 deferred stock unit award that was fully vested on June 24, 2025, the date of grant, but will settle on June 24, 2029 (or later, subject to re-deferral of the award if elected by the reporting person).

Remarks:

Exhibit 24: Power of Attorney is attached.

	/s/ Craig Brown, as attorney-in-fact for Rima Qureshi, 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

What transaction did Mastercard (MA) disclose in the 26 Jun 2025 Form 4?

Director Rima Qureshi received 458 deferred stock units (Class A shares) on 24 Jun 2025 at $0 cost.

How many Mastercard shares does Rima Qureshi own after the transaction?

Her direct beneficial ownership increased to 21,272 Class A shares.

When will the deferred stock units granted to Rima Qureshi settle?

The DSUs will convert to shares on 24 Jun 2029, unless she elects a later re-deferral date.

Was an open-market purchase involved in this Form 4 filing?

No. The shares were issuer-granted as board compensation; no open-market buying or selling occurred.

Does the filing indicate use of a Rule 10b5-1 trading plan?

The checkbox for Rule 10b5-1 plans was not marked; therefore, the award was not made under such a plan.