MA / Mastercard Incorporated - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32877 Mastercard Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________ FORM 8-K _______________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Dat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2025 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission F

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

EXHIBIT 99.1 Section 13(r) Disclosure Mastercard Incorporated ("Mastercard") has established a risk-based compliance program designed to prevent us from having business dealings with Iran, as well as other prohibited countries, regions, individuals or entities. This includes obligating issuers and acquirers to screen account holders and merchants, respectively, against the U.S. Office of Foreign A

Mastercard Incorporated Reports Second Quarter 2025 Financial Results

Earnings Release Mastercard Incorporated Reports Second Quarter 2025 Financial Results •Second quarter net income of $3.

Restated Certificate of Incorporation of Mastercard Incorporated, dated as of June

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF MASTERCARD INCORPORATED Mastercard Incorporated (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: A.The name of the Corporation is Mastercard Incorporated. The Corporation was originally incorporated under the name MasterCard Incorporated. The Corporation’s original Ce

Amended and Restated By-Laws of Mastercard Incorporated (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF MASTERCARD INCORPORATED ARTICLE I STOCKHOLDERS Section 1.The annual meeting of the stockholders of Mastercard Incorporated (the “Corporation”) for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on such date, and at such time and place, if any, within or without

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2025 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission F

We are not asking for authority to vote your proxy and no proxy cards will be accepted. Please vote your proxy according to the instructions in Mastercard’s proxy statement.

Notice of Exempt Solicitation NAME OF REGISTRANT: Mastercard Incorporated NAME OF PERSON RELYING ON EXEMPTION: Service Employees International Union Pension Plans Master Trust ADDRESS OF PERSON RELYING ON EXEMPTION: 1800 Massachusetts Avenue, NW Washington, DC 20036 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934.

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

EXHIBIT 99.1 Section 13(r) Disclosure Mastercard Incorporated ("Mastercard") has established a risk-based compliance program designed to prevent us from having business dealings with Iran, as well as other prohibited countries, regions, individuals or entities. This includes obligating issuers and acquirers to screen account holders and merchants, respectively, against the U.S. Office of Foreign A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32877 Mastercard Incorpora

Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202

Exhibit 10.2 FORM OF STOCK OPTION AGREEMENT 20xx GRANT [effective for awards granted on and subsequent to March 1, 2025] Name: xxxxxx $ Granted: $ xxx,xxx THIS AGREEMENT, dated as of March 1, 20xx, (“Grant Date”) is between Mastercard Incorporated, a Delaware Corporation (“Company”), and you (the “Employee”). Capitalized terms that are used but not defined in this Agreement have the meanings given

Form of Restricted Stock Unit Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202

Exhibit 10.1 FORM OF RESTRICTED STOCK UNIT AGREEMENT 20xx GRANT [effective for awards granted on and subsequent to March 1, 2025] Name: xxxxxx $ Granted: $ xxx,xxx THIS AGREEMENT, dated as of March 1, 20xx, (“Grant Date”) is between Mastercard Incorporated, a Delaware Corporation (“Company”), and you (the “Employee”). Capitalized terms that are used but not defined in this Agreement have the meani

Stock Unit Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202

Exhibit 10.3 FORM OF PERFORMANCE STOCK UNIT AGREEMENT 20xx GRANT [effective for awards granted on and subsequent to March 1, 2025] Name: xxxxxx $ Granted: $ xxx,xxx THIS AGREEMENT, dated as of March 1, 20xx, (“Grant Date”) is between Mastercard Incorporated, a Delaware Corporation (“Company”), and you (the “Employee”). Capitalized terms that are used but not defined in this Agreement have the mean

Mastercard Incorporated Reports First Quarter 2025 Financial Results

Earnings Release Mastercard Incorporated Reports First Quarter 2025 Financial Results •First quarter net income of $3.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Form of Global Note representing the Company’s Floating Rate Notes due 2028 (included in Exhibit 4.1)

Exhibit 4.1 Mastercard Incorporated Officer’s Certificate February 27, 2025 Pursuant to Sections 102 and 301 of the Indenture dated as of March 31, 2014 (the “Indenture”) by and between Mastercard Incorporated (the “Issuer”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), the undersigned officer does hereby certify, in connection with the issuance of (i) $300,000,000 aggregat

Underwriting Agreement, dated as of February 18, 2025, among the Company and the Representatives

Exhibit 1.1 Execution Version Mastercard Incorporated $300,000,000 Floating Rate Notes due 2028 $450,000,000 4.550% Notes due 2028 $500,000,000 4.950% Notes due 2032 Underwriting Agreement New York, New York February 18, 2025 To the Representatives named in Schedule I  hereto of the several Underwriters  named in Schedule II hereto Ladies and Gentlemen: Mastercard Incorporated, a corporation organ

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2025 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissi

Richard R. Verma rejoins Mastercard to oversee Law, Government Affairs & Policy and Franchise, Tim Murphy named Vice Chair

Richard R. Verma rejoins Mastercard to oversee Law, Government Affairs & Policy and Franchise, Tim Murphy named Vice Chair Purchase, N.Y. – February 26, 2025 – Mastercard today appointed Tim Murphy as Vice Chair. Murphy, who has served as Chief Administrative Officer since 2021, will build on his career with the company to oversee a range of strategically important initiatives, including the compa

Calculation of Filing Fee Table (Form Type) Mastercard Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) Mastercard Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security  Type  Security Class Title Fee Calculation or Carry Forward Rule  Amount Registered  Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt  Floating Rate   Senior Notes  due 2028  Rule 457(r)  $300,000,000  100.

$1,250,000,000 Mastercard Incorporated $300,000,000 Floating Rate Notes due 2028 $450,000,000 4.550% Notes due 2028 $500,000,000 4.950% Notes due 2032

424B2 Table of Contents Filed Pursuant to Rule 424B2 Registration No. 333-277032 PROSPECTUS SUPPLEMENT (To Prospectus dated February 13, 2024) $1,250,000,000 Mastercard Incorporated $300,000,000 Floating Rate Notes due 2028 $450,000,000 4.550% Notes due 2028 $500,000,000 4.950% Notes due 2032 We are offering $300,000,000 aggregate principal amount of our Floating Rate Notes due 2028 (the “Floating

SUBJECT TO COMPLETION, DATED FEBRUARY 18, 2025

Table of Contents Filed Pursuant to Rule 424B2 Registration No. 333-277032 The information in this Preliminary Prospectus Supplement and the accompanying Prospectus is not complete and may be changed. This Preliminary Prospectus Supplement and the accompanying Prospectus are not an offer to sell the Notes nor do they seek an offer to buy the Notes in any jurisdiction where the offer or sale is not

Mastercard Incorporated $300,000,000 Floating Rate Notes due 2028 $450,000,000 4.550% Notes due 2028 $500,000,000 4.950% Notes due 2032 Pricing Term Sheet February 18, 2025

Filed pursuant to Rule 433 Registration No. 333-277032 Issuer Free Writing Prospectus dated February 18, 2025 Relating to Preliminary Prospectus Supplement dated February 18, 2025 Mastercard Incorporated $300,000,000 Floating Rate Notes due 2028 $450,000,000 4.550% Notes due 2028 $500,000,000 4.950% Notes due 2032 Pricing Term Sheet February 18, 2025 The information in this pricing term sheet supp

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

EXHIBIT 99.1 Section 13(r) Disclosure Mastercard Incorporated ("Mastercard") has established a risk-based compliance program designed to prevent us from having business dealings with Iran, as well as other prohibited countries, regions, individuals or entities. This includes obligating issuers and acquirers to screen account holders and merchants, respectively, against the U.S. Office of Foreign A

Mastercard Incorporated Deferral Plan, as amended and restated effective

MASTERCARD INCORPORATED D E F E R R A L P L A N As Amended and Restated June 15, 2017 Effective For Account Balances Established After December 31, 2004 M&C 984246.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32877 Mastercard Incorporated (

effective January 31, 2025)

Insider Trading Policy Approved by: [Name] [Title] Insider Trading Policy 1INTRODUCTION 1.

List of Subsidiaries of Mastercard Incorporated.

Exhibit 21 LIST OF SUBSIDIARIES OF MASTERCARD INCORPORATED The following is a list of subsidiaries of Mastercard Incorporated as of December 31, 2024, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary: Name Jurisdiction Global Mastercard Holdings LP United Kingdom Mastercard A&M Investment Holdings, LLC Delaware Mastercard AP Financing Pte.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________ FORM 8-K _______________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Dat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2025 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissio

Mastercard Incorporated Reports Fourth Quarter and Full Year 2024 Financial Results

Earnings Release Mastercard Incorporated Reports Fourth Quarter and Full Year 2024 Financial Results •Fourth quarter net income of $3.

EPS1

Mastercard Incorporated Non-GAAP Reconciliation 2025-2027 performance objectives 2025-2027 3-Year CAGR EPS1 Forecasted GAAP Mid-teens Gains/(losses) on equity investments2 ~0% Special items3 (1)% Forecasted non-GAAP Mid-teens 1.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32877 Mastercard Incor

Mastercard Incorporated Reports Third Quarter 2024 Financial Results

Earnings Release Mastercard Incorporated Reports Third Quarter 2024 Financial Results •Third quarter net income of $3.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________ FORM 8-K _______________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Dat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissio

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

EXHIBIT 99.1 Section 13(r) Disclosure Mastercard Incorporated ("Mastercard") has established a risk-based compliance program designed to prevent us from having business dealings with Iran, as well as other prohibited countries, regions, individuals or entities. This includes obligating issuers and acquirers to screen account holders and merchants, respectively, against the U.S. Office of Foreign A

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2024 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissi

Form of Global Note representing the Company’s 4.100% Notes due 2028 (included in Exhibit 4.1)

Exhibit 4.1 Mastercard Incorporated Officer’s Certificate September 5, 2024 Pursuant to Sections 102 and 301 of the Indenture dated as of March 31, 2014 (the “Indenture”) by and between Mastercard Incorporated (the “Issuer”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), the undersigned officer does hereby certify, in connection with the issuance of (i) $750,000,000 aggregat

Underwriting Agreement, dated as of September 3, 2024, among the Company and the Representatives

Exhibit 1.1 Execution Version Mastercard Incorporated $750,000,000 4.100% Notes due 2028 $1,150,000,000 4.350% Notes due 2032 $1,100,000,000 4.550% Notes due 2035 Underwriting Agreement New York, New York September 3, 2024 To the Representatives named in Schedule I hereto of the several Underwriters named in Schedule II hereto Ladies and Gentlemen: Mastercard Incorporated, a corporation organized

Calculation of Filing Fee Table (Form Type) Mastercard Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) Mastercard Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security  Type  Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt  4.

$3,000,000,000 Mastercard Incorporated $750,000,000 4.100% Notes due 2028 $1,150,000,000 4.350% Notes due 2032 $1,100,000,000 4.550% Notes due 2035

Table of Contents Filed Pursuant to Rule 424B2 Registration No. 333-277032 PROSPECTUS SUPPLEMENT (To Prospectus dated February 13, 2024) $3,000,000,000 Mastercard Incorporated $750,000,000 4.100% Notes due 2028 $1,150,000,000 4.350% Notes due 2032 $1,100,000,000 4.550% Notes due 2035 We are offering $750,000,000 aggregate principal amount of our 4.100% Notes due 2028 (the “2028 Notes”), $1,150,000

SUBJECT TO COMPLETION, DATED SEPTEMBER 3, 2024

Table of Contents Filed Pursuant to Rule 424B2 Registration No. 333-277032 The information in this Preliminary Prospectus Supplement and the accompanying Prospectus is not complete and may be changed. This Preliminary Prospectus Supplement and the accompanying Prospectus are not an offer to sell the Notes nor do they seek an offer to buy the Notes in any jurisdiction where the offer or sale is not

Mastercard Incorporated $750,000,000 4.100% Notes due 2028 $1,150,000,000 4.350% Notes due 2032 $1,100,000,000 4.550% Notes due 2035 Pricing Term Sheet September 3, 2024

Filed pursuant to Rule 433 Registration No. 333-277032 Issuer Free Writing Prospectus dated September 3, 2024 Relating to Preliminary Prospectus Supplement dated September 3, 2024 Mastercard Incorporated $750,000,000 4.100% Notes due 2028 $1,150,000,000 4.350% Notes due 2032 $1,100,000,000 4.550% Notes due 2035 Pricing Term Sheet September 3, 2024 The information in this pricing term sheet supplem

Form of Restricted Stock Agreement for awards granted under 2006 Non-Employee Director Equity Compensation Plan (effective for awards granted on and subsequent to June

Exhibit 10.2 FORM OF RESTRICTED STOCK AGREEMENT [effective for awards granted on and subsequent to June 18, 2024] THIS AGREEMENT, dated as of [date], (“Grant Date”) is between Mastercard Incorporated, a Delaware Corporation (the “Company”), and you (the “Director”). Capitalized terms that are used but not defined in this Agreement have the meanings given to them in the 2006 Non-Employee Director E

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32877 Mastercard Incorporat

Earnings Release Mastercard Incorporated Reports Second Quarter 2024 Financial Results

Earnings Release Mastercard Incorporated Reports Second Quarter 2024 Financial Results •Second quarter net income of $3.

Form of Deferred Stock Unit Agreement for awards granted under 2006 Non-Employee Director Equity Compensation Plan (effective for awards granted on and subsequent to June

Exhibit 10.1 FORM OF DEFERRED STOCK UNIT AGREEMENT [effective for awards granted on and subsequent to June 18, 2024] THIS AGREEMENT, dated as of [date] (“Grant Date”) is between Mastercard Incorporated, a Delaware Corporation (the “Company”), and you (the “Director”). Capitalized terms that are used but not defined in this Agreement have the meanings given to them in the 2006 Non-Employee Director

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

EXHIBIT 99.1 Section 13(r) Disclosure Mastercard Incorporated ("Mastercard") has established a risk-based compliance program designed to prevent us from having business dealings with Iran, as well as other prohibited countries, regions, individuals or entities. This includes obligating issuers and acquirers to screen account holders and merchants, respectively, against the U.S. Office of Foreign A

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2024 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissio

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2024 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission F

United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103

United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103 Name of the Registrant: Mastercard Incorporated Name of persons relying on exemption: National Legal and Policy Center Address of persons relying on exemption: 107 Park Washington Court, Falls Church, VA 22046 Written materials are submitted pursuant to Rule 14a-6(g) (1) p

Underwriting Agreement, dated as of May 7, 2024, among the Company and the Representatives

Exhibit 1.1 Mastercard Incorporated $1,000,000,000 4.875% Notes due 2034 Underwriting Agreement New York, New York May 7, 2024 To the Representatives named in Schedule I hereto of the several Underwriters named in Schedule II hereto Ladies and Gentlemen: Mastercard Incorporated, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named i

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission Fil

Form of Global Note representing the Company’s 4.875% Notes due 2034 (included in Exhibit 4.1)

Exhibit 4.1 Mastercard Incorporated Officer’s Certificate May 9, 2024 Pursuant to Sections 102 and 301 of the Indenture dated as of March 31, 2014 (the “Indenture”) by and between Mastercard Incorporated (the “Issuer”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), the undersigned officer does hereby certify, in connection with the issuance of $1,000,000,000 aggregate princi

Mastercard Incorporated $1,000,000,000 4.875% Notes due 2034

Table of Contents Filed pursuant to Rule 424B2 Registration No. 333-277032 PROSPECTUS SUPPLEMENT (To Prospectus dated February 13, 2024) Mastercard Incorporated $1,000,000,000 4.875% Notes due 2034 We are offering $1,000,000,000 aggregate principal amount of our 4.875% Notes due 2034 (the “Notes”). The Notes will bear interest at the rate of 4.875% per annum. We will pay interest on the Notes semi

Calculation of Filing Fee Table (Form Type) Mastercard Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) Mastercard Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 4.

Mastercard Incorporated $1,000,000,000 4.875% Notes due 2034 Pricing Term Sheet May 7, 2024

Filed pursuant to Rule 433 Registration No. 333-277032 Issuer Free Writing Prospectus dated May 7, 2024 Relating to Preliminary Prospectus Supplement dated May 7, 2024 Mastercard Incorporated $1,000,000,000 4.875% Notes due 2034 Pricing Term Sheet May 7, 2024 The information in this pricing term sheet supplements Mastercard Incorporated’s preliminary prospectus supplement, dated May 7, 2024 (the “

SUBJECT TO COMPLETION, MAY 7, 2024

Table of Contents Filed pursuant to Rule 424B2 Registration No. 333-277032 The information in this Preliminary Prospectus Supplement and the accompanying Prospectus is not complete and may be changed. This Preliminary Prospectus Supplement and the accompanying Prospectus are not an offer to sell the Notes nor do they seek an offer to buy the Notes in any jurisdiction where the offer or sale is not

Form of Performance Stock Unit Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202

EXHIBIT 10.3 FORM OF PERFORMANCE STOCK UNIT AGREEMENT 20XX GRANT [effective for awards granted on and subsequent to March 1, 2024] Name: xxxxxx $ Granted: $ xxx,xxx THIS AGREEMENT, dated as of March 1, 20xx, (“Grant Date”) is between Mastercard Incorporated, a Delaware Corporation (“Company”), and you (the “Employee”). Capitalized terms that are used but not defined in this Agreement have the mean

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32877 Mastercard Incorpora

Form of Restricted Stock Unit Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202

EXHIBIT 10.1 FORM OF RESTRICTED STOCK UNIT AGREEMENT 20xx GRANT [effective for awards granted on and subsequent to March 1, 2024] Name: xxxxxx $ Granted: $ xxx,xxx THIS AGREEMENT, dated as of March 1, 20xx, (“Grant Date”) is between Mastercard Incorporated, a Delaware Corporation (“Company”), and you (the “Employee”). Capitalized terms that are used but not defined in this Agreement have the meani

Earnings Release Mastercard Incorporated Reports First Quarter 2024 Financial Results

Earnings Release Mastercard Incorporated Reports First Quarter 2024 Financial Results •First quarter net income of $3.

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

EXHIBIT 99.1 Section 13(r) Disclosure Mastercard Incorporated ("Mastercard") has established a risk-based compliance program designed to prevent us from having business dealings with Iran, as well as other prohibited countries, regions, individuals or entities. This includes obligating issuers and acquirers to screen account holders and merchants, respectively, against the U.S. Office of Foreign A

Form of Stock Option Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202

EXHIBIT 10.2 FORM OF STOCK OPTION AGREEMENT 20xx GRANT [effective for awards granted on and subsequent to March 1, 2024] Name: xxxxxx $ Granted: $ xxx,xxx THIS AGREEMENT, dated as of March 1, 20xx, (“Grant Date”) is between Mastercard Incorporated, a Delaware Corporation (“Company”), and you (the “Employee”). Capitalized terms that are used but not defined in this Agreement have the meanings given

DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definit

Mastercard Inc - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DigiAsia Corp. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G27617102** (CUSIP Number) April 3, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

CLASS SETTLEMENT AGREEMENT OF THE RULE 23(b)(2) CLASS PLAINTIFFS AND THE DEFENDANTS Table of Contents

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF NEW YORK IN RE PAYMENT CARD INTERCHANGE FEE AND MERCHANT DISCOUNT ANTITRUST LITIGATION This Document Applies to: No.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2024 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission

Mastercard Commits to Lowering U.S. Interchange for Small Businesses and Broader Merchant Community Class settlement ensures no increases for five years, maintains consumer protections and value; encourages strong, ongoing competition and innovation

Mastercard Commits to Lowering U.S. Interchange for Small Businesses and Broader Merchant Community Class settlement ensures no increases for five years, maintains consumer protections and value; encourages strong, ongoing competition and innovation Purchase, N.Y. – March 26, 2024 – Mastercard (NYSE: MA) has reached an agreement to reduce its U.S. credit card interchange rates for at least a five-

POWER OF ATTORNEY

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Mastercard Foundation Asset Management Corporation as the undersigned’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such attorney-in-fact in such attorney-in-fact’s name, place, and stead, in any and all capacities, to: 1.

List of Subsidiaries of Mastercard Incorporated.

Exhibit 21 LIST OF SUBSIDIARIES OF MASTERCARD INCORPORATED The following is a list of subsidiaries of Mastercard Incorporated as of December 31, 2023, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary: Name Jurisdiction Global Mastercard Holdings LP United Kingdom Mastercard A&M Investment Holdings, LLC Delaware Mastercard AP Financing Pte.

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

EXHIBIT 99.1 Section 13(r) Disclosure Mastercard Incorporated ("Mastercard") has established a risk-based compliance program designed to prevent us from having business dealings with Iran, as well as other prohibited countries, regions, individuals or entities. This includes obligating issuers and acquirers to screen account holders and merchants, respectively, against the U.S. Office of Foreign A

Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of the Trustee under the Indenture.

EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as

Mastercard Incorporated Executive Officer Incentive Compensation Recovery Policy, effective

EXHIBIT 97.1 MASTERCARD INCORPORATED Executive Officer Incentive Compensation Recovery Policy I.Purpose The Human Resources and Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Mastercard Incorporated, a Delaware corporation (the "Company"), has adopted this policy (this "Policy") to require the recovery of certain executive compensation in the event that the Com

As filed with the Securities and Exchange Commission on February 13, 2024

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on February 13, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Mastercard Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price(1) Fee Rate(2) Amount of Reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32877 Mastercard Incorporated (

MA / Mastercard Incorporated / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Mastercard Incorporated Class A Title of Class of Securities: Common Stock CUSIP Number: 57636Q104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule

MA / Mastercard Incorporated / Mastercard Foundation Passive Investment

SC 13G/A 1 ff301339213ga12-mastercard.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 12)* Mastercard Incorporated (Name of Issuer) Class A common stock (Title of Class of Securities) 57636Q 10 4 (CUSIP

MA / Mastercard Incorporated / Mastercard Foundation Asset Management Corp - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* Mastercard Incorporated (Name of Issuer) Class A common stock (Title of Class of Securities) 57636Q 10 4 (CUSIP Number) February 1, 2024 (Date of Event Whic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________ FORM 8-K _______________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Dat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2024 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissio

Earnings Release Mastercard Incorporated Reports Fourth Quarter and Full Year 2023 Financial Results

Earnings Release Mastercard Incorporated Reports Fourth Quarter and Full Year 2023 Financial Results •Fourth quarter net income of $2.

Amended and Restated By-Laws of Mastercard Incorporated (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 11, 2023 (File No. 001-32877)).

Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF MASTERCARD INCORPORATED Article I STOCKHOLDERS Section 1.The annual meeting of the stockholders of Mastercard Incorporated (the “Corporation”) for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on such date, and at such time and place, if any, within or without

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2023 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissio

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

EXHIBIT 99.1 Section 13(r) Disclosure Mastercard Incorporated ("Mastercard") has established a risk-based compliance program designed to prevent us from having business dealings with Iran, as well as other prohibited countries, regions, individuals or entities. This includes obligating issuers and acquirers to screen account holders and merchants, respectively, against the U.S. Office of Foreign A

Amended and Restated Mastercard International Incorporated

EXHIBIT 10.2 Amended and Restated Mastercard International Incorporated Change in Control Severance Plan The Amended and Restated Mastercard International Incorporated Change in Control Severance Plan (the “Plan”) sets forth the guidelines for Mastercard International Incorporated (“Mastercard”) and certain of its Affiliates and subsidiaries that participate in the Plan (the “Participating Employe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32877 Mastercard Incor

Amended and Restated Mastercard International Incorporated Executive Severance Plan, amended and restated as of

EXHIBIT 10.1 Amended and Restated Mastercard International Incorporated Executive Severance Plan The Amended and Restated Mastercard International Incorporated Executive Severance Plan (the “Plan”) sets forth the guidelines for Mastercard International Incorporated (“Mastercard”) with respect to severance payments and/or benefits to certain of its employees who meet the eligibility requirements se

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2023 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissio

Earnings Release Mastercard Incorporated Reports Third Quarter 2023 Financial Results

Earnings Release Mastercard Incorporated Reports Third Quarter 2023 Financial Results •Third quarter net income of $3.

Mastercard Incorporated Employee Stock Purchase Plan, effective as of June 27, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed July 27, 2023 (File No. 001-32877)).

EXHIBIT 10.2 MASTERCARD INCORPORATED EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of the Plan is to provide an opportunity for Eligible Employees of the Company and its Designated Companies to purchase Common Stock at a discount through voluntary Contributions, thereby attracting, retaining and rewarding such persons and strengthening the mutuality of interest between such pers

Form of Restricted Stock Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan (effective for awards granted on and subsequent to June 27, 2023) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed July 27, 2023 (File No. 001-32877)).

EXHIBIT 10.5 FORM OF RESTRICTED STOCK AGREEMENT [effective for awards granted on and subsequent to June 27, 2023] THIS AGREEMENT, dated as of June xx, 20xx, (“Grant Date”) is between Mastercard Incorporated, a Delaware Corporation (the “Company”), and you (the “Director”). Capitalized terms that are used but not defined in this Agreement have the meanings given to them in the 2006 Non-Employee Dir

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32877 Mastercard Incorporat

Form of Deferred Stock Unit Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan, (effective for awards granted on and subsequent to June 27, 2023) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed July 27, 2023 (File No. 001-32877)).

EXHIBIT 10.4 FORM OF DEFERRED STOCK UNIT AGREEMENT [effective for awards granted on and subsequent to June 27, 2023] THIS AGREEMENT, dated as of June xx, 20xx (“Grant Date”) is between Mastercard Incorporated, a Delaware Corporation (the “Company”), and you (the “Director”). Capitalized terms that are used but not defined in this Agreement have the meanings given to them in the 2006 Non-Employee D

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Mastercard Incorporated (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(2) Equity Class A Common Stock, par value US$0.

Schedule of Non-Employee Directors’ Annual Compensation effective as of July 1, 2023.

EXHIBIT 10.3 Schedule of Non-Employee Directors’ Annual Compensation Effective July 1, 2023 Annual compensation for Board service Role Cash Equity Non-employee directors $100,000 $245,000 Board Chair $187,500 $332,500 Additional cash compensation for committee service Committee Chair Non-chair Audit $40,000 $20,000 Human Resources and Compensation $30,000 $15,000 Nominating and Corporate Governanc

As filed with the Securities and Exchange Commission on July 27, 2023

As filed with the Securities and Exchange Commission on July 27, 2023 Registration No.

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

EXHIBIT 99.1 Section 13(r) Disclosure Mastercard Incorporated ("Mastercard") has established a risk-based compliance program designed to prevent us from having business dealings with Iran, as well as other prohibited countries, regions, individuals or entities. This includes obligating issuers and acquirers to screen account holders and merchants, respectively, against the U.S. Office of Foreign A

Mastercard International Senior Executive Annual

EXHIBIT 10.1 MASTERCARD SENIOR EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN As Amended and Restated Effective June 12, 2023 Mastercard International Incorporated and subsidiaries (collectively or individually, as the context requires, the “Company”) has adopted the Mastercard Senior Executive Annual Incentive Compensation Plan (the “Plan”) to reward senior executives for successfully achieving per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________ FORM 8-K _______________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Dat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission F

Earnings Release Mastercard Incorporated Reports Second Quarter 2023 Financial Results

Earnings Release Mastercard Incorporated Reports Second Quarter 2023 Financial Results •Second quarter net income of $2.

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission F

The City of New York Office of the Comptroller Brad Lander

The City of New York Office of the Comptroller Brad Lander June 6, 2023 Dear Fellow Mastercard Shareholder, I urge you to support Proposal 7 at the annual meeting of Mastercard Incorporated (“Mastercard”) on June 27, 2023.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commis

DEF 14A

101 02 03 04 05 06 Proxy summary Strategy Corporate governance Environmental, social and governance Management Committee Executive compensation Advisory approval of the frequency of future advisory votes on executive compensation 12 Proxy summary 19 Strategy 23 Corporate governance 24 Proposal 1: Election of directors 40 Board and committees 51 Director independence and related-person transactions

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definit

Form of Stock Option Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202

EXHIBIT 10.2 FORM OF STOCK OPTION AGREEMENT 20xx GRANT [effective for awards grnated on and subsequent to March 1, 2023] Name: xxxxxx $ Granted: $ xxx,xxx THIS AGREEMENT, dated as of March 1, 20xx, (“Grant Date”) is between Mastercard Incorporated, a Delaware Corporation (“Company”), and you (the “Employee”). Capitalized terms that are used but not defined in this Agreement have the meanings given

Form of Performance Stock Unit Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202

EXHIBIT 10.3 FORM OF PERFORMANCE STOCK UNIT AGREEMENT 20xxGRANT [effective for awards granted on and subsequent to March 1, 2023] Name: xxxxxx $ Granted: $ xxx,xxx THIS AGREEMENT, dated as of March 1, 20xx, (“Grant Date”) is between Mastercard Incorporated, a Delaware Corporation (“Company”), and you (the “Employee”). Capitalized terms that are used but not defined in this Agreement have the meani

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32877 Mastercard Incorpora

Earnings Release Mastercard Incorporated Reports First Quarter 2023 Financial Results

Earnings Release Mastercard Incorporated Reports First Quarter 2023 Financial Results •First quarter net income of $2.

Form of Restricted Stock Unit Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202

EXHIBIT 10.1 FORM OF RESTRICTED STOCK UNIT AGREEMENT 20xx GRANT [effective for awards granted on and subsequent to March 1, 2023] Name: xxxxxx $ Granted: $ xxx,xxx THIS AGREEMENT, dated as of March 1, 20xx, (“Grant Date”) is between Mastercard Incorporated, a Delaware Corporation (“Company”), and you (the “Employee”). Capitalized terms that are used but not defined in this Agreement have the meani

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

EXHIBIT 99.1 Section 13(r) Disclosure Mastercard Incorporated ("Mastercard") has established a risk-based compliance program designed to prevent us from having business dealings with Iran, as well as other prohibited countries, regions, individuals or entities. This includes obligating issuers and acquirers to screen account holders and merchants, respectively, against the U.S. Office of Foreign A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 Mastercard Incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission F

Underwriting Agreement, dated as of March 6, 2023, among the Company and the Representatives

EX-1.1 Exhibit 1.1 Execution Version Mastercard Incorporated $750,000,000 4.875% Notes due 2028 $750,000,000 4.850% Notes due 2033 Underwriting Agreement New York, New York March 6, 2023 To the Representatives named in Schedule I hereto of the several Underwriters named in Schedule II hereto Ladies and Gentlemen: Mastercard Incorporated, a corporation organized under the laws of Delaware (the “Com

Form of Global Note representing the Company’s 4.875% Notes due 2028 (included in Officer’s Certificate of the Company, dated as of March 9, 2023) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 9, 2023 (File No. 001-32877)).

EX-4.1 Exhibit 4.1 Mastercard Incorporated Officer’s Certificate March 9, 2023 Pursuant to Sections 102 and 301 of the Indenture dated as of March 31, 2014 (the “Indenture”) by and between Mastercard Incorporated (the “Issuer”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), the undersigned officer does hereby certify, in connection with the issuance of (i) $750,000,000 aggre

Calculation of Filing Fee Table (Form Type) Mastercard Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) Mastercard Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 4.

$1,500,000,000 Mastercard Incorporated $750,000,000 4.875% Notes due 2028 $750,000,000 4.850% Notes due 2033

424B2 Table of Contents Filed pursuant to Rule 424(b)(2) Registration No. 333-253041 PROSPECTUS SUPPLEMENT (To Prospectus dated February 12, 2021) $1,500,000,000 Mastercard Incorporated $750,000,000 4.875% Notes due 2028 $750,000,000 4.850% Notes due 2033 We are offering $750,000,000 aggregate principal amount of our 4.875% Notes due 2028 (the “2028 Notes”), and $750,000,000 aggregate principal am

Mastercard Incorporated $750,000,000 4.875% Notes due 2028 $750,000,000 4.850% Notes due 2033 Pricing Term Sheet March 6, 2023

FWP Filed pursuant to Rule 433 Registration No. 333-253041 Issuer Free Writing Prospectus dated March 6, 2023 Relating to Preliminary Prospectus Supplement dated March 6, 2023 Mastercard Incorporated $750,000,000 4.875% Notes due 2028 $750,000,000 4.850% Notes due 2033 Pricing Term Sheet March 6, 2023 The information in this pricing term sheet supplements Mastercard Incorporated’s preliminary pros

SUBJECT TO COMPLETION, MARCH 6, 2023

424B2 Table of Contents Filed pursuant to Rule 424B2 Registration No. 333-253041 The information in this Preliminary Prospectus Supplement and the accompanying Prospectus is not complete and may be changed. This Preliminary Prospectus Supplement and the accompanying Prospectus are not an offer to sell the Notes nor do they seek an offer to buy the Notes in any jurisdiction where the offer or sale

Form 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissi

Mastercard Incorporated New Net Revenue Disaggregation and Key Metrics Full Year 2020, 2021 and 2022 (in millions)

Mastercard Incorporated New Net Revenue Disaggregation and Key Metrics Full Year 2020, 2021 and 2022 (in millions) Disaggregated Net Revenue by Category 1 Year Ended December 31, 2020 December 31, 2021 December 31, 2022 Payment network $ 9,897 $ 11,943 $ 14,358 Value-added services and solutions 5,404 6,941 7,879 Net revenue $ 15,301 $ 18,884 $ 22,237 Key Metrics Related to the Payment Network 2 Y

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32877 Mastercard Incorporated (

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.29 of the Company’s Annual Report on Form 10-K filed on February 14, 2023 (File No. 001-32877)).

EX-4.29 2 exb429-12312022.htm EX-4.29 Exhibit 4.29 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary describes the securities of Mastercard Incorporated (“Mastercard”) registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. DESCRIPTION OF COMMON STOCK The following description of our common stock i

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

EXHIBIT 99.1 Section 13(r) Disclosure Mastercard Incorporated ("Mastercard") has established a risk-based compliance program designed to prevent us from having business dealings with Iran, as well as other prohibited countries, regions, individuals or entities. This includes obligating issuers and acquirers to screen account holders and merchants, respectively, against the U.S. Office of Foreign A

List of Subsidiaries of Mastercard Incorporated.

Exhibit 21 LIST OF SUBSIDIARIES OF MASTERCARD INCORPORATED The following is a list of subsidiaries of Mastercard Incorporated as of December 31, 2022, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary: Name Jurisdiction Global Mastercard Holdings LP United Kingdom Mastercard A&M Investment Holdings, LLC Delaware Mastercard Asia/Pacific Pte.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2023 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissi

$8,000,000,000 Amended and Restated Credit Agreement, dated as of November 10, 2022, among Mastercard Incorporated, the several lenders and agents from time to time party thereto, Citibank, N.A., as managing administrative agent and JPMorgan Chase Bank, N.A. as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Annual Report on Form 10-K filed on February 14, 2023 (File No. 001-32877)).

Exhibit 10.1 EXECUTION VERSION $8,000,000,000 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 10, 2022 among MASTERCARD INCORPORATED, as Company The Subsidiary Borrowers from Time to Time Parties Hereto The Several Lenders from Time to Time Parties Hereto CITIBANK, N.A., as Managing Administrative Agent JPMORGAN CHASE BANK, N.A., as Administrative Agent CITIBANK, N.A. and JPMORGA

MA / Mastercard Inc / Mastercard Foundation Passive Investment

SC 13G/A 1 ff176456713g-mastercard.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 11)* Mastercard Incorporated (Name of Issuer) Class A common stock (Title of Class of Securities) 57636Q 10 4 (CUSIP Num

MA / Mastercard Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Mastercard Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 57636Q104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is file

For the Years Ended December 31, Increase/(Decrease) 2022 2021 Switched transactions growth —% —% Switched transactions growth adjusted for Russia 2 —% —%

Mastercard 2000 Purchase Street Purchase, NY 10577-2509 Tel 1-914-249-2000 www.mastercard.com VIA EDGAR February 9, 2023 Mr. Tony Watson United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-0405 Re: Mastercard Inc. Form 10-K For Fiscal Year Ended December 31, 2021 Filed February 11, 2022 File No. 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________ FORM 8-K _______________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Dat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2023 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissio

Earnings Release Mastercard Incorporated Reports Fourth Quarter and Full Year 2022 Financial Results

Earnings Release Mastercard Incorporated Reports Fourth Quarter and Full Year 2022 Financial Results •Fourth quarter net income of $2.

1

Mastercard 2000 Purchase Street Purchase, NY 10577-2509 Tel 1-914-249-2000 www.mastercard.com VIA EDGAR December 28, 2022 Mr. Tony Watson United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-0405 Re: Mastercard Inc. Form 10-K For Fiscal Year Ended December 31, 2021 Filed February 11, 2022 File No. 001-

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 12, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32877 (Commission File Num

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

EXHIBIT 99.1 Section 13(r) Disclosure Mastercard Incorporated ("Mastercard") has established a risk-based compliance program designed to prevent us from having business dealings with Iran, as well as other prohibited countries, regions, individuals or entities. This includes obligating issuers and acquirers to screen account holders and merchants, respectively, against the U.S. Office of Foreign A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32877 Mastercard Incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________ FORM 8-K _______________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Dat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2022 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissio

Earnings Release Mastercard Incorporated Reports Third Quarter 2022 Financial Results

Earnings Release Mastercard Incorporated Reports Third Quarter 2022 Financial Results •Third quarter net income of $2.

Mastercard International Senior Executive Annual Incentive Compensation Plan, as amended and restated effective

EXHIBIT 10.1 MASTERCARD SENIOR EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN As Amended and Restated Effective September 7, 2022 Mastercard Incorporated and subsidiaries (collectively or individually, as the context requires, the ?Company?) has adopted the Mastercard Senior Executive Annual Incentive Compensation Plan (the ?Plan?) to reward senior executives for successfully achieving performance g

EXPLANATION OF RESPONSES: REMARKS:

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

EXPLANATION OF RESPONSES: REMARKS:

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

EXPLANATION OF RESPONSES: REMARKS:

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

EXPLANATION OF RESPONSES: REMARKS:

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

EXPLANATION OF RESPONSES: REMARKS:

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

1

Mastercard 2000 Purchase Street Purchase, NY 10577-2509 Tel 1-914-249-2000 www.mastercard.com VIA EDGAR August 5, 2022 Mr. Tony Watson United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-0405 Re: Mastercard Inc. Form 10-K For Fiscal Year Ended December 31, 2021 Filed February 11, 2022 File No. 001-328

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2022 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission F

Earnings Release Mastercard Incorporated Reports Second Quarter 2022 Financial Results

Earnings Release Mastercard Incorporated Reports Second Quarter 2022 Financial Results ?Second quarter net income of $2.

Form of Restricted Stock Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan, amended and restated effective June

EXHIBIT 10.2 RESTRICTED STOCK AGREEMENT [for grants made on or after June 21, 2022] THIS AGREEMENT, dated as of , 20, (?Grant Date?) is between Mastercard Incorporated, a Delaware Corporation (the ?Company?), and you (the ?Director?). Capitalized terms that are used but not defined in this Agreement have the meanings given to them in the 2006 Non-Employee Director Equity Compensation Plan amended

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32877 Mastercard Incorporat

Form of Deferred Stock Unit Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan, amended and restated effective June

EXHIBIT 10.1 DEFERRED STOCK UNIT AGREEMENT [for grants made on or after June 21, 2022] THIS AGREEMENT, dated as of , 20 (?Grant Date?) is between Mastercard Incorporated, a Delaware Corporation (the ?Company?), and you (the ?Director?). Capitalized terms that are used but not defined in this Agreement have the meanings given to them in the 2006 Non-Employee Director Equity Compensation Plan amende

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

EXHIBIT 99.1 Section 13(r) Disclosure Mastercard Incorporated ("Mastercard") has established a risk-based compliance program designed to prevent us from having business dealings with Iran, as well as other prohibited countries, regions, individuals or entities. This includes obligating issuers and acquirers to screen account holders and merchants, respectively, against the U.S. Office of Foreign A

1

Mastercard 2000 Purchase Street Purchase, NY 10577-2509 Tel 1-914-249-2000 www.mastercard.com VIA EDGAR July 8, 2022 Mr. Tony Watson United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-0405 Re: Mastercard Inc. Form 10-K For Fiscal Year Ended December 31, 2021 Filed February 11, 2022 File No. 001-32877

Amended and Restated Certificate of Incorporation of Mastercard Incorporated (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 24, 2022 (File No. 001-32877)).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MASTERCARD INCORPORATED Mastercard Incorporated (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: A. The name of the Corporation is Mastercard Incorporated. The Corporation was originally incorporated under the name MasterCard Incorporated. The Corporation?

Amended and Restated By-Laws of Mastercard Incorporated

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF MASTERCARD INCORPORATED ARTICLE I STOCKHOLDERS Section 1. The annual meeting of the stockholders of Mastercard Incorporated (the ?Corporation?) for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on such date, and at such time and place, if any, within or without

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission F

NOTICE OF EXEMPT SOLICITATION

NOTICE OF EXEMPT SOLICITATION NAME OF REGISTRANT: Mastercard Incorporated NAME OF PERSON RELYING ON EXEMPTION: Employees? Retirement System of Rhode Island ADDRESS OF PERSON RELYING ON EXEMPTION: Office of Rhode Island General Treasurer Seth Magaziner, Rhode Island State House, 82 Smith St.

EXPLANATION OF RESPONSES: REMARKS:

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

EXPLANATION OF RESPONSES: REMARKS:

144 1 ff1004171144-mastercard.htm UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.C. 20549 Expires: June 30, 2020 Estimated average burden FORM 144 hours per response 1.00 NOTICE OF PROPOSED SALE OF SECURITIES SEC USE ONLY PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 DOCUMENT SEQUENCE NO. CUSIP NUMBER ATTENTION: Transmit for filing 3 copie

EXPLANATION OF RESPONSES: REMARKS:

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

EXPLANATION OF RESPONSES: REMARKS:

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

EXPLANATION OF RESPONSES: REMARKS:

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

Earnings Release Mastercard Incorporated Reports First Quarter 2022 Financial Results

Earnings Release Mastercard Incorporated Reports First Quarter 2022 Financial Results ?First quarter net income of $2.

Form of Restricted Stock Unit Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202

EXHIBIT 10.1 FORM OF RESTRICTED STOCK UNIT AGREEMENT 20 GRANT Name: xxxxxx $ Granted: $ xxx,xxx THIS AGREEMENT, dated as of March 1, 20, (?Grant Date?) is between Mastercard Incorporated, a Delaware Corporation (?Company?), and you (the ?Employee?). Capitalized terms that are used but not defined in this Agreement have the meanings given to them in the 2006 Long Term Incentive Plan, as amended (?P

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2022 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission

Amended and Restated Mastercard International Incorporated Change in Control Severance Plan, amended and restated as of

EXHIBIT 10.5 Amended and Restated Mastercard International Incorporated Change in Control Severance Plan The Amended and Restated Mastercard International Incorporated Change in Control Severance Plan (the ?Plan?) sets forth the guidelines for Mastercard International Incorporated (?Mastercard?) and certain of its Affiliates and subsidiaries that participate in the Plan (the ?Participating Employe

Form of Stock Option Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202

EXHIBIT 10.2 FORM OF STOCK OPTION AGREEMENT 20 GRANT Name: xxxxxx $ Granted: $ xxx,xxx THIS AGREEMENT, dated as of March 1, 20, (?Grant Date?) is between Mastercard Incorporated, a Delaware Corporation (?Company?), and you (the ?Employee?). Capitalized terms that are used but not defined in this Agreement have the meanings given to them in the 2006 Long Term Incentive Plan, as amended (?Plan?). WH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32877 Mastercard Incorpora

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

EXHIBIT 99.1 Section 13(r) Disclosure Mastercard Incorporated ("Mastercard") has established a risk-based compliance program designed to prevent us from having business dealings with Iran, as well as other prohibited countries, regions, individuals or entities. This includes obligating issuers and acquirers to screen account holders and merchants, respectively, against the U.S. Office of Foreign A

Form of Performance Stock Unit Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202

EXHIBIT 10.3 FORM OF PERFORMANCE STOCK UNIT AGREEMENT 20 GRANT Name: xxxxxx $ Granted: $ xxx,xxx THIS AGREEMENT, dated as of March 1, 20, (?Grant Date?) is between Mastercard Incorporated, a Delaware Corporation (?Company?), and you (the ?Employee?). Capitalized terms that are used but not defined in this Agreement have the meanings given to them in the 2006 Long Term Incentive Plan, as amended (?

Amended and Restated Mastercard International Incorporated Executive Severance Plan, amended and restated as of April

EXHIBIT 10.4 Amended and Restated Mastercard International Incorporated Executive Severance Plan The Amended and Restated Mastercard International Incorporated Executive Severance Plan (the ?Plan?) sets forth the guidelines for Mastercard International Incorporated (?Mastercard? or the ?Company?) with respect to severance payments and/or benefits to certain of its employees who meet the eligibilit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

Mastercard Statement on Suspension of Russian Operations

Mastercard Statement on Suspension of Russian Operations March 5, 2022 For more than a week, the world has watched the shocking and devastating events resulting from the Russian invasion of Ukraine.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2022 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission F

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2022 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Mastercard Incorporated (Exact name of regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 13-4172551 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 2000 Purchas

Form of Global Note representing the Company’s 1.000% Notes due 2029 (included in Officer’s Certificate of the Company, dated as of February 22, 2022) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on February 22, 2022 (File No. 001-32877)).

Exhibit 4.1 Mastercard Incorporated Officer?s Certificate February 22, 2022 Pursuant to Sections 102 and 301 of the Indenture dated as of March 31, 2014 (the ?Indenture?) by and between Mastercard Incorporated (the ?Issuer?) and Deutsche Bank Trust Company Americas, as trustee (the ?Trustee?), the undersigned officer does hereby certify, in connection with the issuance of ?750,000,000 aggregate pr

Underwriting Agreement, dated as of February 16, 2022, among the Company and the Underwriters

Exhibit 1.1 Execution Version Mastercard Incorporated ?750,000,000 1.000% Notes due 2029 Underwriting Agreement New York, New York February 16, 2022 To the Underwriters named in Schedule II hereto Ladies and Gentlemen: Mastercard Incorporated, a corporation organized under the laws of Delaware (the ?Company?), proposes to sell to the several underwriters named in Schedule II hereto (the ?Underwrit

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2022 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissi

?750,000,000 Mastercard Incorporated 1.000% Notes due 2029

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-253041 PROSPECTUS SUPPLEMENT (To Prospectus dated February 12, 2021) ?750,000,000 Mastercard Incorporated 1.000% Notes due 2029 We are offering ?750,000,000 principal amount of our 1.000% Notes due 2029 (the ?Notes?). We will pay interest on the Notes annually in arrears on February 22 of each year, beginning on February 22, 2

Calculation of Filing Fee Table (Form Type) Mastercard Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) Mastercard Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(2) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 1.

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UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

SUBJECT TO COMPLETION, DATED FEBRUARY 16, 2022

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-253041 The information in this Preliminary Prospectus Supplement and the accompanying Prospectus is not complete and may be changed. This Preliminary Prospectus Supplement and the accompanying Prospectus are not an offer to sell the Notes nor do they seek an offer to buy the Notes in any jurisdiction where the offer or sale is

Mastercard Incorporated ?750,000,000 1.000% Notes due 2029 Pricing Term Sheet February 16, 2022

FWP 1 d181098dfwp.htm FWP Filed pursuant to Rule 433 Registration No. 333-253041 Issuer Free Writing Prospectus dated February 16, 2022 Relating to Preliminary Prospectus Supplement dated February 16, 2022 Mastercard Incorporated €750,000,000 1.000% Notes due 2029 Pricing Term Sheet February 16, 2022 The information in this pricing term sheet supplements Mastercard Incorporated’s preliminary prosp

EXPLANATION OF RESPONSES: REMARKS:

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

EXPLANATION OF RESPONSES: REMARKS:

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

MA / Mastercard Inc / Mastercard Foundation Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10) Mastercard Incorporated (Name of Issuer) Class A Common Stock (Title of Class of Securities) 57636Q 10 4 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32877 Mastercard Incorporated (

List of Subsidiaries of Mastercard Incorporated.

Exhibit 21 LIST OF SUBSIDIARIES OF MASTERCARD INCORPORATED The following is a list of subsidiaries of Mastercard Incorporated as of December 31, 2021, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary: Name Jurisdiction Global Mastercard Holdings LP United Kingdom Mastercard A&M Investment Holdings, LLC Delaware Mastercard Asia/Pacific Pte.

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UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

Consulting Letter Agreement between Mastercard International Incorporated and Ajaypal Banga, dated as of December 13, 2021.

EXHIBIT 10.2.2 December 13, 2021 Dear Ajay, This letter confirms your agreement to serve as a consultant to Mastercard through the end of 2022. Pursuant to this arrangement you will advise and support engagement with key customer, regulator and other stakeholder relationships across the globe as mutually agreed. You will be paid $3 million in aggregate, to be paid out in equal installments monthly

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

EXHIBIT 99.1 Section 13(r) Disclosure Mastercard Incorporated ("Mastercard") has established a risk-based compliance program designed to prevent us from having business dealings with Iran, as well as other prohibited countries, regions, individuals or entities. This includes obligating issuers and acquirers to screen account holders and merchants, respectively, against the U.S. Office of Foreign A

Citibank, N.A., as managing administrative agent and JPMorgan Chase Bank, N.A. as administrative agent

EXHIBIT 10.1.1 Execution Version FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?) is dated as of November 13, 2021 and is entered into by and among MASTERCARD INCORPORATED, a Delaware corporation (the ?Company?), the Managing Administrative Agent (as defined below) and the Lenders (as defined below

Schedule of Non-Employee Directors’ Annual Compensation effective as of

EXHIBIT 10.20 Schedule of Non-Employee Directors? Annual Compensation Effective January 1, 2022 Annual compensation for Board service Role Cash Equity Non-employee directors $100,000 $235,000 Non-executive Chairman of the Board $87,500 $87,500 Additional compensation for committee service Committee Chair Member Audit $35,000 $17,500 HRCC $30,000 $15,000 NCG $25,000 $12,500 Risk Subcommittee $25,00

MA / Mastercard Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Mastercard Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 57636Q104 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is file

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2022 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commiss

EXPLANATION OF RESPONSES: REMARKS:

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2022 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commiss

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2022 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissio

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UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

US05368X1028 / AvidXchange Holdings Inc / Mastercard Inc - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 AvidXchange Holdings, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 05368X102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of thi

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UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

EXPLANATION OF RESPONSES: REMARKS:

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

Earnings Release Mastercard Incorporated Reports Fourth Quarter and Full Year 2021 Financial Results

Earnings Release Mastercard Incorporated Reports Fourth Quarter and Full Year 2021 Financial Results ?Fourth quarter net income of $2.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2022 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2022 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissio

Mastercard Names Harit Talwar to Board of Directors

News Release Mastercard Names Harit Talwar to Board of Directors PURCHASE, N.Y. ? January 12, 2022 ? Mastercard Incorporated (NYSE: MA) today announced that its board of directors has named Harit Talwar as an independent director, effective April 1, 2022. ?Harit is a unique leader who has had great success in the consumer payments, digital and traditional banking worlds,? said Merit Janow, indepen

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2021 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissio

Form of Global Note representing the Company’s 2.000% Notes due 2031 (included in Officer’s Certificate of the Company, dated as of November 18, 2021) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on November 18, 2021 (File No. 001-32877)).

Exhibit 4.1 Mastercard Incorporated Officer?s Certificate November 18, 2021 Pursuant to Sections 102 and 301 of the Indenture dated as of March 31, 2014 (the ?Indenture?) by and between Mastercard Incorporated (the ?Issuer?) and Deutsche Bank Trust Company Americas, as trustee (the ?Trustee?), the undersigned officer does hereby certify, in connection with the issuance of $750,000,000 aggregate pr

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissi

Underwriting Agreement, dated as of November 15, 2021, among the Company and the Representatives

Exhibit 1.1 Execution Version Mastercard Incorporated $750,000,000 2.000% Notes due 2031 Underwriting Agreement New York, New York November 15, 2021 To the Representatives named in Schedule I hereto of the several Underwriters named in Schedule II hereto Ladies and Gentlemen: Mastercard Incorporated, a corporation organized under the laws of Delaware (the ?Company?), proposes to sell to the severa

Title Of Each Class Of Securities To Be Registered

424B2 1 d129305d424b2.htm 424B2 Table of Contents Filed pursuant to Rule 424(b)(2) Registration No. 333-253041 Title Of Each Class Of Securities To Be Registered Amount To Be Registered Maximum Offering Price Per Security Maximum Aggregate Offering Price Amount of Registration Fee 2.000% Notes due 2031 $750,000,000 99.487% $746,152,500 $69,168.34(1) (1) Calculated in accordance with Rule 457(r) of

Mastercard Incorporated $750,000,000 2.000% Notes due 2031 Pricing Term Sheet November 15, 2021

Filed pursuant to Rule 433 Registration No. 333-253041 Issuer Free Writing Prospectus dated November 15, 2021 Relating to Preliminary Prospectus Supplement dated November 15, 2021 Mastercard Incorporated $750,000,000 2.000% Notes due 2031 Pricing Term Sheet November 15, 2021 The information in this pricing term sheet supplements Mastercard Incorporated?s preliminary prospectus supplement, dated No

SUBJECT TO COMPLETION, NOVEMBER 15, 2021

Table of Contents Filed pursuant to Rule 424(b)(2) Registration No. 333-253041 The information in this Preliminary Prospectus Supplement and the accompanying Prospectus is not complete and may be changed. This Preliminary Prospectus Supplement and the accompanying Prospectus are not an offer to sell the Notes nor do they seek an offer to buy the Notes in any jurisdiction where the offer or sale is

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissi

Mastercard Incorporated

Mastercard Incorporated

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32877 Mastercard Incor

Earnings Release Mastercard Incorporated Reports Third Quarter 2021 Financial Results

Earnings Release Mastercard Incorporated Reports Third Quarter 2021 Financial Results ?Third-quarter net income of $2.

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

EXHIBIT 99.1 Section 13(r) Disclosure Mastercard Incorporated ("Mastercard") has established a risk-based compliance program designed to prevent us from having business dealings with Iran, as well as other prohibited countries, regions, individuals or entities. This includes obligating issuers and acquirers to screen account holders and merchants, respectively, against the U.S. Office of Foreign A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2021 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissio

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2021 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commiss

News Release

News Release Mastercard Completes Planned Board Leadership Transition: Ajay Banga to Retire December 31, 2021 and Merit Janow Named Independent Chair of the Board Purchase, N.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2021 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commiss

News Release

News Release Mastercard Names Candido Botelho Bracher to Board of Directors September 10, 2021 | PURCHASE, N.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2021 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commissi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2021 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32877 Mastercard Incorporat

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

EX-99.1 9 exb991-06302021.htm EX-99.1 EXHIBIT 99.1 Section 13(r) Disclosure Mastercard Incorporated ("Mastercard") has established a risk-based compliance program designed to prevent us from having business dealings with Iran, as well as other prohibited countries, regions, individuals or entities. This includes obligating issuers and acquirers to screen account holders and merchants, respectively

Earnings Release Mastercard Incorporated Reports Second-Quarter 2021 Financial Results

Earnings Release Mastercard Incorporated Reports Second-Quarter 2021 Financial Results ?Second-quarter net income of $2.

Mastercard Incorporated 2006 Long Term Incentive Plan, amended and restated effective June 22, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed July 29, 2021 (File No. 001-32877)).

EXHIBIT 10.1 MASTERCARD INCORPORATED 2006 LONG TERM INCENTIVE PLAN Amended and Restated Effective June 22, 2021 TABLE OF CONTENTS ARTICLE I ESTABLISHMENT AND PURPOSE 1.1 Establishment. 1.2 Purposes. ARTICLE II DEFINITIONS 2.1 ?Affiliated Employer? 2.2 ?Agreement? or ?Award Agreement? 2.3 ?Award? 2.4 ?Board of Directors? or ?Board? 2.5 ?Cause? 2.6 ?Change in Control? 2.7 ?Code? 2.8 ?Commission? 2.9

Schedule of Non-Employee Directors’ Annual Compensation effective as of June 22, 2021.

EXHIBIT 10.2 Schedule of Non-Employee Directors? Annual Compensation Effective June 22, 2021 Annual compensation for Board service Role Cash Equity Non-employee directors $100,000 $235,000 Non-executive Chairman of the Board $ - $ - Lead Independent Director $50,000 $0 Additional compensation for committee service Committee Chair Member Audit $35,000 $17,500 HRCC $30,000 $15,000 NCG $25,000 $12,50

2006 Non-Employee Director Equity Compensation Plan, amended and restated effective as of June 22, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed July 29, 2021 (File No. 001-32877)).

EXHIBIT 10.3 MASTERCARD INCORPORATED 2006 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN Amended and Restated Effective as of June 22, 2021 1 ARTICLE I ESTABLISHMENT AND PURPOSE 1.1 Establishment. The Mastercard Incorporated 2006 Non-Employee Director Equity Compensation Plan, as amended and restated by Mastercard Incorporated?s (the ?Company?s?) Board of Directors on April 12, 2021 (the ?Plan?),

Amended and Restated By-Laws of Mastercard Incorporated

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF MASTERCARD INCORPORATED ARTICLE I STOCKHOLDERS Section 1. The annual meeting of the stockholders of Mastercard Incorporated (the ?Corporation?) for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on such date, and at such time and place, if any, within or without

Amended and Restated Certificate of Incorporated of Mastercard Incorporated

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MASTERCARD INCORPORATED Mastercard Incorporated (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: A. The name of the Corporation is Mastercard Incorporated. The Corporation was originally incorporated under the name MasterCard Incorporated. The Corporation?

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2021 Mastercard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 mastercard2021defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the