Mastercard Inc — Director's Dealing 2024

Mar 5, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mastercard Inc (MA)
CIK: 0001141391
Period of Report: 2024-03-01

Reporting Person: Madabhushi Venkata R (Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-01	Class A Common Stock	M	7110	$173.49	Acquired	19364.79	Direct
2024-03-01	Class A Common Stock	M	8927	$227.25	Acquired	28291.79	Direct
2024-03-01	Class A Common Stock	S	3168	$474.6412	Disposed	25123.79	Direct
2024-03-01	Class A Common Stock	S	6913	$475.879	Disposed	18210.79	Direct
2024-03-01	Class A Common Stock	S	5956	$476.7021	Disposed	12254.79	Direct
2024-03-01	Class A Common Stock	F	1032	$475.70	Disposed	11222.79	Direct
2024-03-01	Class A Common Stock	A	2014	—	Acquired	13236.79	Direct
2024-03-01	Class A Common Stock	F	339	$475.70	Disposed	12897.79	Direct
2024-03-01	Class A Common Stock	A	6307	—	Acquired	19204.79	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-01	Employee Stock Option (right to buy)	$173.49	M	7110	Disposed	2028-03-01	Class A Common Stock (7110)	Direct
2024-03-01	Employee Stock Option (right to buy)	$227.25	M	8927	Disposed	2029-03-01	Class A Common Stock (8927)	Direct
2024-03-01	Employee Stock Option (right ro buy)	$476.63	A	5770	Acquired	2034-03-01	Class A Common Stock (5770)	Direct

Footnotes

F1: The transaction was 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 plan was adopted by the reporting person for personal financial management purposes on November 28, 2023.

F2: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $474.21 to $475.18. 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 $475.25 to $476.24. 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 $476.26 to $477.1. 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: Represents withholding of shares to pay tax liability incident to the vesting of restricted stock units.

F6: Award of restricted stock units that will vest in three (3) equal annual installments beginning March 1, 2025.

F7: Represents withholding of shares to pay tax liability incident to the settlement of performance stock units that were fully earned and vested on March 1, 2023, and settled on March 1, 2024.

F8: Represents earned performance stock units granted on March 1, 2021 that contained performance-vesting requirements. The award was fully earned and vested on March 1, 2024, but will settle on March 1, 2025.

F9: The reporting person was awarded 16,504 employee stock options on March 1, 2018, which had fully vested.

F10: The reporting person was awarded 15,084 employee stock options on March 1, 2019, which had fully vested.

F11: The employee stock options vest in three (3) equal annual installments beginning March 1, 2025.