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: Miebach Michael (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-01	Class A Common Stock	M	7851	$112.31	Acquired	55490.948	Direct
2024-03-01	Class A Common Stock	S	1800	$474.7074	Disposed	53690.948	Direct
2024-03-01	Class A Common Stock	S	3201	$475.8739	Disposed	50489.948	Direct
2024-03-01	Class A Common Stock	S	2850	$476.7344	Disposed	47639.948	Direct
2024-03-01	Class A Common Stock	F	4548	$475.70	Disposed	43091.948	Direct
2024-03-01	Class A Common Stock	A	9855	—	Acquired	52946.948	Direct
2024-03-01	Class A Common Stock	F	1595	$475.70	Disposed	51351.948	Direct
2024-03-01	Class A Common Stock	A	30752	—	Acquired	82103.948	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-01	Employee Stock Option (right to buy)	$112.31	M	7851	Disposed	2027-03-01	Class A Common Stock (7851)	Direct
2024-03-01	Employee Stock Option (right ro buy)	$476.63	A	28241	Acquired	2034-03-01	Class A Common Stock (28241)	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 2, 2023.

F2: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $474.29 to $475.25. 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 $475.29 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 $476.37 to $476.99. 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. The award is net withholding of shares to pay tax liability incident to the vesting of the award.

F9: The reporting person was awarded 47,104 employee stock options on March 1, 2017, which had fully vested.

F10: The employee stock options vest in three (3) equal annual installments beginning March 1, 2025.