Mastercard Foundation Reaffirms 8.3% Passive Holding in MA via 13G/A

Rhea-AI Filing Summary

Mastercard Foundation Asset Management Corp and its parent, Mastercard Foundation, filed Amendment No. 14 to Schedule 13G disclosing their aggregate ownership of 75,194,532 Class A common shares of Mastercard Inc. (MA) as of 30 June 2025.

• The position equals 8.3 % of Mastercard’s outstanding Class A float.
• Power structure: the asset-management subsidiary reports shared voting/dispositive power, while the Foundation reports sole power over the same shares.
• The filing is made under Rule 13d-1(c); filers certify the stake is passive and not for the purpose of influencing control.
• No transaction prices, purchase dates, or changes versus prior amendments are provided.

The disclosure confirms the continued presence of a large, long-term institutional holder, but it does not, by itself, alter Mastercard’s governance or near-term financial outlook.

Positive

• Mastercard Foundation maintains a substantial 75.2 million-share position, representing 8.3 % of MA’s Class A stock, signalling continued long-term institutional support.

Negative

• None.

Insights

Securities Analyst

TL;DR: 8.3 % passive stake by Mastercard Foundation reaffirmed; no control intent, limited direct market impact.

Analysis: A repeat 13G/A signals that the Foundation still owns roughly 75.2 million Class A shares. At today’s market cap, the stake exceeds US$30 billion, giving the holder meaningful economic exposure but no declared activist agenda. Voting power split—sole at Foundation, shared at its asset-management arm—suggests routine internal delegation rather than structural change. Because the ownership level remains above the 5 % threshold, the amendment is largely procedural. Unless subsequent filings show sizable share additions or reductions, the disclosure is neutral for valuation and governance risk.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 14)

MASTERCARD INC

(Name of Issuer)

Class A common stock

(Title of Class of Securities)

57636Q104

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 57636Q104

1

Names of Reporting Persons

Mastercard Foundation Asset Management Corp

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 75,194,532.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 75,194,532.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

75,194,532.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.3 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 57636Q104

1

Names of Reporting Persons

Mastercard Foundation

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 75,194,532.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 75,194,532.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

75,194,532.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.3 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: MASTERCARD INC
(b)	Address of issuer's principal executive offices: 2000 PURCHASE STREET, PURCHASE, NY, 10577.
Item 2.
(a)	Name of person filing: Mastercard Foundation Asset Management Corporation
(b)	Address or principal business office or, if none, residence: 250 Yonge Street, Suite 2400 Toronto, Ontario M5B 2L7 Canada
(c)	Citizenship: Mastercard Foundation Asset Management Corporation is incorporated under the federal laws of Canada.
(d)	Title of class of securities: Class A common stock
(e)	CUSIP No.: 57636Q104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 75,194,532
(b)	Percent of class: 8.3%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 75,194,532
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 75,194,532
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mastercard Foundation Asset Management Corp

Signature:	Jennifer Newman
Name/Title:	Chief Operating Officer
Date:	08/01/2025

Mastercard Foundation

Signature:	Jennifer Newman
Name/Title:	Chief Operating Officer
Date:	08/01/2025

FAQ

How many Mastercard (MA) shares does the Mastercard Foundation report owning?

The Schedule 13G/A lists 75,194,532 Class A shares beneficially owned.

What percentage of Mastercard’s outstanding stock is held by the Mastercard Foundation?

The filing states the stake equals 8.3 % of the Class A common shares.

Who filed the Schedule 13G/A for Mastercard on 1 Aug 2025?

The filing was submitted by Mastercard Foundation Asset Management Corp and Mastercard Foundation.

Does the filer have sole or shared voting power over the MA shares?

The Foundation reports sole voting/dispositive power; the asset-management arm reports shared power over the same shares.

Why was Amendment No. 14 to Schedule 13G filed?

Because the filer continues to own more than 5 % of MA stock and a passive status must be disclosed under Rule 13d-1(c).