Mastercard Inc SEC Filings

Mastercard Incorporated is asking stockholders to vote at its virtual 2026 annual meeting on June 16, 2026. Proposals include electing 11 directors, an advisory vote on executive pay, ratifying PricewaterhouseCoopers as auditor for 2026, and two stockholder proposals the Board recommends voting against.

The proxy highlights strong 2025 results, with GAAP net revenue of $32.8 billion and net income of $15.0 billion, both up 16%, and diluted EPS of $16.52, up 19%. On a non‑GAAP, currency‑neutral basis, adjusted net income was $15.4 billion and adjusted EPS was $17.01, both up double digits. Gross dollar volume reached $10.6 trillion and switched transactions were 175.5 billion.

Mastercard returned $14.5 billion to stockholders in 2025 through $11.7 billion of share repurchases and $2.8 billion of dividends, supported by $17.6 billion in operating cash flows. The Board emphasizes a majority‑independent, globally experienced slate, strong governance practices, and a pay‑for‑performance program that earned 96% support in the 2025 say‑on‑pay vote.

Mastercard Foundation Asset Management Corporation reports beneficial ownership of 65,234,702 shares of Mastercard Inc. Class A common stock, representing 7.4% of the class as shown in the filing. The filer discloses shared voting power and shared dispositive power over the 65,234,702 shares.

The Vanguard Group amended its Schedule 13G to report changes following an internal realignment. The filing states Vanguard and certain subsidiaries will report beneficial ownership separately and that those subsidiaries now report disaggregated holdings. The amendment shows amount beneficially owned: 0 and percent of class: 0%.

The filing is procedural: it documents internal allocation of reporting between Vanguard entities and confirms no beneficial ownership of Mastercard Inc common stock by the reporting entity in this amendment.

Mastercard Inc Chief Financial Officer Sachin J. Mehra reported a mix of equity awards and tax-related share withholdings. He received 13,978 employee stock options and stock awards of 4,504 and 18,144 shares of Class A Common Stock as grants or earned performance units.

The filing notes share dispositions of 1,852 and 7,792 Class A shares, both representing shares withheld to cover tax liabilities on vesting or settlement, rather than open-market sales. After these transactions, he directly holds 43,885.718 Class A shares.

Mastercard Inc Controller Sandra A. Arkell reported several equity-related transactions on March 1, 2026. She received an employee stock option covering 547 shares at an exercise price of $0.00, which will vest in three equal annual installments beginning March 1, 2027.

Arkell was also granted 441 and 482 shares of Class A Common Stock as restricted or performance-based stock units, with awards vesting or settling in staged installments beginning March 1, 2027. In connection with the vesting and settlement of prior awards, 184 and 183 shares of Class A Common Stock were withheld to satisfy tax liabilities at a price of $512.76 per share, rather than sold in open-market transactions. After these transactions, she directly owned 3,476.011 Class A shares.

Mastercard Chief Product Officer Jorn Lambert reported a mix of equity awards and tax-related share withholdings. On March 1, 2026, he received an Employee Stock Option grant for 6,078 shares, which will vest in three equal annual installments beginning March 1, 2027.

He was also granted 5,033 restricted stock units that will vest in three equal annual installments starting March 1, 2027, and 1,958 earned performance stock units from a March 1, 2022 award that fully vested on March 1, 2025 and will settle on March 1, 2026.

To cover tax liabilities on vesting and settlement, 284 and 1,893 shares of Class A common stock were withheld at a price of $512.76 per share. After these transactions, his directly held Class A common stock increased, with filings showing 16,183.7800 shares following the final award.

Mastercard President & CTO, MA Tech Edward Grunde McLaughlin reported several equity awards and related tax withholdings on March 1, 2026. He received an option grant for 7,597 shares and stock awards totaling 2,448 and 10,306 Class A shares at no cost. To cover tax liabilities on vesting restricted and performance stock units, 975 and 3,849 shares of Class A stock were withheld at $512.76 per share. After these transactions, his directly held Class A shares totaled 38,739.396.

Mastercard President, Americas Linda Pistecchia Kirkpatrick reported multiple equity transactions dated March 1, 2026. She received an employee stock option grant for 7,293 shares at an exercise price of $0 per share; the footnotes state these options vest in three equal annual installments beginning March 1, 2027.

She also acquired several awards of Class A common stock at $0 per share in the form of restricted and performance stock units, with vesting and settlement dates extending through March 1, 2027. On the same date, 1,083 and 4,234 Class A shares at $512.76 per share were withheld to cover tax liabilities related to vesting and settlement of prior stock unit awards, rather than being open-market sales. After these transactions, she directly held 29,408.052 Class A shares.

Mastercard Inc Chief Commercial Payments Officer Raj Seshadri reported multiple equity compensation movements dated March 1, 2026. She received an award of 7,172 employee stock options with an exercise price of $0.00 per share, which vest in three equal annual installments beginning March 1, 2027.

She also acquired 2,311 shares of Class A common stock and a further 8,502 shares through grants and earned performance stock units, both recorded at $0.00 per share. To cover related tax liabilities, 1,072 shares and 3,183 shares of Class A common stock were disposed of at $512.76 per share via tax-withholding dispositions rather than open-market sales.