Mastercard Inc — Director's Dealing 2022

May 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mastercard Inc (MA)
CIK: 0001141391
Period of Report: 2022-04-29

Reporting Person: Murphy Timothy H (Chief Administrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-04-29	Class A Common Stock	M	14669	$173.49	Acquired	50145.063	Direct
2022-04-29	Class A Common Stock	S	3479	$365.498	Disposed	46666.063	Direct
2022-04-29	Class A Common Stock	S	2950	$366.1611	Disposed	43716.063	Direct
2022-04-29	Class A Common Stock	S	1600	$367.125	Disposed	42116.063	Direct
2022-04-29	Class A Common Stock	S	2440	$368.3854	Disposed	39676.063	Direct
2022-04-29	Class A Common Stock	S	1800	$369.2183	Disposed	37876.063	Direct
2022-04-29	Class A Common Stock	S	700	$370.3886	Disposed	37176.063	Direct
2022-04-29	Class A Common Stock	S	400	$371.18	Disposed	36776.063	Direct
2022-04-29	Class A Common Stock	S	555	$372.3779	Disposed	36221.063	Direct
2022-04-29	Class A Common Stock	S	542	$373.3943	Disposed	35679.063	Direct
2022-04-29	Class A Common Stock	S	258	$374.4602	Disposed	35421.063	Direct
2022-04-29	Class A Common Stock	S	200	$376.465	Disposed	35221.063	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-04-29	Employee Stock Option (right to buy)	$173.49	M	14669	Disposed	2028-03-01	Class A Common Stock (14669.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1000	Indirect
Class A Common Stock	1000	Indirect

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a pre-planned trading plan entered into in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The pre-planned trading planwas adopted by the reporting person for personal financial management purposes on January 28, 2022.

F2: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $364.7400 to $365.7000. The reporting person hereby undertakes to provide to the SEC staff,the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

F3: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $365.7400 to $366.7300. The reporting person hereby undertakes to provide to the SEC staff,the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

F4: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $366.8100 to $367.7100. The reporting person hereby undertakes to provide to the SEC staff,the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

F5: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $367.8200 to $368.7400. The reporting person hereby undertakes to provide to the SEC staff,the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

F6: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $368.8300 to $369.7300. The reporting person hereby undertakes to provide to the SEC staff,the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

F7: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $369.8500 to $370.8300. The reporting person hereby undertakes to provide to the SEC staff,the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

F8: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $370.8600 to $371.8300. The reporting person hereby undertakes to provide to the SEC staff,the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

F9: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $372.0500 to $372.8200. The reporting person hereby undertakes to provide to the SEC staff,the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

F10: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $373.1200 to $373.8500. The reporting person hereby undertakes to provide to the SEC staff,the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

F11: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $374.1200 to $374.8400. The reporting person hereby undertakes to provide to the SEC staff,the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

F12: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $376.1400 to $376.7900. The reporting person hereby undertakes to provide to the SEC staff,the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

F13: The reporting person was awarded 29,340 employee stock options on March 1, 2018, which had fully vested.