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Mastercard Incorporated disclosed changes to compensation for two senior executives. Effective March 1, 2026, CFO Sachin Mehra will see his base salary rise from $825,000 to $875,000 and his target annual incentive bonus increase from 150% to 175% of base salary.
Chief Services Officer Craig Vosburg will have his base salary increased from $800,000 to $825,000, with his target annual incentive bonus raised from 135% to 150% of base salary. The 2026 bonus targets are calculated based on the new base salaries.
Mastercard Incorporated filed a current report describing the release of its financial results for the fourth quarter and full year 2025. The company issued an earnings release on January 29, 2026, and attached this document as Exhibit 99.1.
The earnings information is being furnished rather than filed, meaning it is provided for investors’ information but has different legal status than fully filed financial statements. The report also includes a technical exhibit for the cover page interactive data file.
Mastercard Inc. officer reports routine share withholding for taxes. Chief Product Officer Jorn Lambert reported a Form 4 transaction involving Class A Common Stock of Mastercard Inc. On 12/05/2025, 344 shares were disposed of at $549.28 per share, coded as an "F" transaction. This represents shares withheld by the company to cover tax liabilities triggered by the vesting of restricted stock units, rather than an open-market sale. After this transaction, Lambert beneficially owned 11,369.78 shares of Mastercard Class A Common Stock. The filing also notes that the ownership amount reflects an earlier addition of 1.443 shares acquired through a dividend reinvestment program. The form is signed by an attorney-in-fact acting under a power of attorney for Lambert.
Mastercard Inc. reported an equity award to its Chief Marketing & Communications Officer, Jill Kramer. On December 1, 2025, she acquired 9,276 shares of Class A common stock at a price of $0, reflecting a grant of restricted stock units rather than an open-market purchase.
The award consists of restricted stock units that will vest over three years: 4,638 units on December 1, 2026, 2,319 units on December 1, 2027, and 2,319 units on December 1, 2028. After this grant, she beneficially owns 9,276 shares directly, aligning her compensation more closely with Mastercard’s future share performance.
Mastercard Inc. disclosed an initial ownership report for its Chief Marketing & Communications Officer, Jill Kramer, as of 12/01/2025. The report states that she does not beneficially own any Mastercard securities, either directly or indirectly, at this time. The filing is signed by Craig Brown acting as attorney-in-fact for Jill Kramer under a power of attorney dated November 10, 2025.
Mastercard (MA) officer Edward McLaughlin reported a gift of Class A Common Stock. On 11/12/2025, he disposed of 3,630 shares under transaction code G at $0 per share. Following the transaction, he beneficially owns 30,809.396 shares, held directly.
McLaughlin is listed as President & CTO, MA Tech, and this Form 4 was filed for one reporting person.
Mastercard Incorporated entered into a committed five-year unsecured $8,000,000,000 revolving credit facility on November 7, 2025. The facility, which expires November 7, 2030, amends and restates a prior $8,000,000,000 line that was set to expire November 7, 2029.
The facility is available in U.S. dollars and Euros for general corporate purposes. Borrowings bear interest at SOFR, €STR, or an alternative base rate, in each case plus a margin that varies with the company’s long‑term issuer rating; a facility fee also fluctuates with the rating. Mastercard may designate subsidiaries as borrowers, backed by an unconditional company guarantee.
Key terms include covenants limiting liens (up to the greater of $600,000,000 or 4% of consolidated total assets) and certain fundamental changes, customary events of default, and flexibility to reduce commitments by at least $10.0 million and prepay loans by at least $10.0 million (or €10.0 million for Euro loans) without penalty.
Mastercard reported an updated Class Settlement Agreement with merchant class counsel, alongside Visa, to resolve claims over certain network rules, subject to final approval by the Eastern District of New York. The agreement outlines operational changes for U.S. credit acceptance, including greater acceptance flexibility between consumer and commercial credit, simplified surcharging and discounting rules, and a 10 basis point reduction in the average systemwide effective interchange rate on U.S.-issued consumer and commercial credit transactions at U.S. merchants.
The interchange reduction is designed to function as a five-year cap on the net effective interchange for defined U.S.-issued credit programs under the Mastercard brand, with Visa and Mastercard subject to the same cap. Upon court approval, the arrangement would resolve all pending U.S. merchant litigations seeking changes to interchange structure and acceptance rules. Mastercard stated it does not admit to improper conduct, and noted rule changes would occur after approval, expected most likely in late 2026 or early 2027.
Mastercard (MA) reported a director transaction on 10/31/2025. Julius Genachowski filed a Form 4 showing two Code G (gift) movements of Class A common stock: 45 shares disposed from one trust and 45 shares acquired by another trust at $0. Following these, holdings reported include 8,469 shares direct, 1,745.173 shares indirect by Trust 1, and 45 shares indirect by Trust 2. The filing notes the activity was part of routine personal financial management.
Mastercard (MA) reported solid third‑quarter results. Net revenue rose to $8,602 million from $7,369 million a year ago, and diluted EPS increased to $4.34 from $3.53. Operating income reached $5,061 million, with value coming from both Payment network ($5,179 million) and Value‑added services and solutions ($3,423 million).
Year to date, operating cash flow was $12,646 million. The company returned capital via $8,169 million of share repurchases and declared Q3 dividends of $0.76 per share ($684 million). Cash, cash equivalents and restricted cash ended at $12,845 million. The effective tax rate rose to 21.5% in Q3 (from 15.6%) primarily due to the 15% global minimum tax (Pillar 2) and geographic mix.
Legal matters remain active. Mastercard accrued $512 million related to U.S. merchant litigation and previously recorded £200 million ($268 million) for a U.K. consumer settlement approved in May 2025. As of October 27, 2025, Class A shares outstanding were 891,258,183 and Class B were 6,737,665.