| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 08/03/2026 | 3. Issuer Name and Ticker or Trading Symbol
Mastercard Inc [ MA ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 11,559.657(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (right to buy) | (2) | 03/01/2034 | Class A Common Stock | 567 | $476.63 | D | |
| Employee Stock Option (right to buy) | (3) | 03/01/2035 | Class A Common Stock | 1,660 | $576.31 | D | |
| Employee Stock Option (right to buy) | (4) | 03/01/2036 | Class A Common Stock | 2,067 | $517.21 | D | |
| Explanation of Responses: |
| 1. Includes (1) 3,783 restricted stock units (RSUs), which vest as follows: (i) 198 RSUs which will vest on March 1, 2027, (ii) 374 RSUs which will vest in two equal annual installments beginning on March 1, 2027, (iii) 1,665 RSUs which will vest in three equal annual installments beginning on March 1, 2027, and (iv) 1,546 RSUs of which 515 will vest on April 1, 2027, 515 will vest on April 1, 2028 and 516 will vest on April 1, 2029; and (2) 2,909 earned performance stock units granted on March 1, 2023 that contained performance-vesting requirements (this award was fully earned and vested on March 1, 2026, but will settle on March 1, 2027). |
| 2. The reporting person was awarded 1,701 employee stock options on March 1, 2024, of which 1,134 have vested and 567 will vest on March 1, 2027. |
| 3. The reporting person was awarded 1,660 employee stock options on March 1, 2025, of which (i) 553 have vested, (ii) 553 will vest on March 1, 2027 and (iii) 554 will vest on March 1, 2027. |
| 4. The reporting person was awarded 2,067 employee stock options on March 1, 2026, which will vest in three equal annual installments beginning March 1, 2027. |
| Remarks: |
| Exhibit 24: Power of Attorney is attached. |
| /s/ Craig Brown, as attorney-in-fact for Dimitrios Dosis, pursuant to a power of attorney dated June 2, 2026 | 08/05/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||