Mastercard Inc SEC Filings

Mastercard Incorporated held its annual meeting of stockholders on June 16, 2026, where Class A holders elected all nominated directors for one-year terms. A quorum of 785,352,547 shares of Class A common stock was present or represented by proxy.

Stockholders approved, on an advisory basis, Mastercard's executive compensation and ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026. They did not approve stockholder proposals seeking the right to act by written consent or to adopt cumulative voting for director elections.

Mastercard Incorporated completed an offering of five series of senior notes, adding new fixed and floating rate debt with maturities from 2028 to 2036. The company issued $500,000,000 of Floating Rate Notes due 2028, $1,250,000,000 of 4.325% Notes due 2028, and $1,150,000,000 of 4.425% Notes due 2029.

It also issued $1,350,000,000 of 4.600% Notes due 2031 and $750,000,000 of 5.000% Notes due 2036. The notes were offered under an existing shelf Registration Statement on Form S‑3 and issued under a 2014 Indenture with Deutsche Bank Trust Company Americas, with an underwriting syndicate led by J.P. Morgan and other major banks.

Mastercard Incorporated is offering $5.00 billion of notes comprised of $500,000,000 Floating Rate Notes due June 8, 2028, $1,250,000,000 4.325% Notes due June 8, 2028, $1,150,000,000 4.425% Notes due June 8, 2029, $1,350,000,000 4.600% Notes due June 8, 2031 and $750,000,000 5.000% Notes due June 8, 2036.

The Prospectus Supplement states the Floating Rate Notes pay Compounded SOFR plus 0.390% reset quarterly and are not redeemable prior to maturity; the four fixed-rate series pay interest semi-annually and are redeemable in whole or in part at specified redemption prices (with Par Call Dates defined for certain series). Net proceeds are estimated at approximately $4.98 billion and will be used for general corporate purposes.

Mastercard Incorporated is offering multiple series of notes: a floating-rate series tied to Compounded SOFR and several fixed-rate series, each to be issued under the company’s Form S-3 registration. The Preliminary Prospectus Supplement is dated June 4, 2026 and describes terms, interest payment schedules, optional redemption mechanics for the fixed-rate notes and use of proceeds for general corporate purposes.

The floating-rate notes reset quarterly by reference to the SOFR Index plus a margin; the prospectus discusses benchmark transition mechanics, calculation agent responsibilities, book-entry issuance, and market and liquidity risks. The indenture is the governing document and the notes will rank as senior unsecured indebtedness, structurally subordinated to subsidiary liabilities.

Mastercard Incorporated announced several senior leadership changes effective August 3, 2026. Current Chief Financial Officer Sachin Mehra will become Chief Business Officer, overseeing country operations globally and unifying sales enablement, partnerships and digital commercialization under a single go-to-market structure.

Ling Hai, currently President of Asia Pacific, Europe, Middle East and Africa, will succeed Mehra as Chief Financial Officer. He will receive a base salary of $850,000, a target cash incentive of 150% of base salary under the Senior Executive Annual Incentive Compensation Plan, and a Long-Term Incentive Award of $1,500,000 in restricted stock units.

Linda Kirkpatrick will move from President, Americas to Chief Services Officer, succeeding Craig Vosburg, who becomes Vice Chair and a global ambassador. Dimi Dosis will become Chief Commercial Payments Officer, while Raj Seshadri becomes Senior Strategic Advisor to the CEO. Vice Chair Tim Murphy plans to retire in October 2026.

Mastercard Incorporated announced senior finance and audit leadership changes. Corporate Controller and principal accounting officer Sandra Arkell will become Chief Audit Executive effective August 3, 2026, stepping down from her current role on that date.

On the same date, Chris Mullett, age 52, will be appointed Corporate Controller and principal accounting officer. He joined Mastercard in November 2017 and has served as Chief Financial Officer, Europe since May 2023, with prior roles including Chief Financial Officer, Technology and Regional Controller, Asia Pacific. His base salary and incentive eligibility will be comparable to other employees at similar responsibility levels, including participation in key incentive and change-in-control plans.

Mastercard Inc ownership filing: Vanguard Capital Management reports beneficial ownership of 60,415,602 shares of Common Stock, representing 6.82% of the class. The filing shows sole voting power for 8,078,148 shares and sole dispositive power for 60,415,602 shares. The filing is signed on 04/30/2026.

Mastercard delivered solid growth for the quarter ended March 31, 2026, with net revenue rising to $8.4B from $7.3B, up 16%, driven by both its payment network and value-added services and solutions. Net income increased to $3.9B, an 18% gain, while diluted earnings per share grew to $4.35, up 21%, helped by share repurchases that reduced diluted weighted-average shares outstanding to 893 million.

Operating expenses rose 13% to $3.5B, including a $202M restructuring charge, but operating margin still improved to 58.4%. On an adjusted basis, operating margin was 60.8% and adjusted diluted EPS reached $4.60, up 23%. Cash flow from operations was strong at $3.0B.

Mastercard continued returning capital, repurchasing 7.8 million shares for $4.0B and paying $0.8B in dividends. It also agreed to acquire BVNK Holdings Limited, a stablecoin infrastructure provider, for $1.5B plus up to $300M in contingent consideration, pending regulatory approvals, to expand its digital asset capabilities.

Mastercard Incorporated reported strong growth for the first quarter of 2026. Net revenue rose to $8.4 billion, up 16% year over year, as payment network activity and value-added services expanded.

Net income increased to $3.9 billion and diluted EPS reached $4.35, gains of 18% and 21%. On an adjusted basis, net income was $4.1 billion and diluted EPS was $4.60, up 20% and 23%. Gross dollar volume grew 7% to $2.7 trillion, with cross-border volume up 13% and switched transactions up 9% on a local currency basis.

Operating expenses rose 13%, including a restructuring charge, but adjusted operating margin still improved to 60.8%. The company returned significant capital, repurchasing 7.8 million shares for $4.0 billion and paying $777 million in dividends. As of March 31, 2026, customers had issued 3.7 billion Mastercard and Maestro-branded cards.