Mastercard (MA) 10-K risk factor changes: FY2025 vs FY2024

[added: These types of threats have risen] significantly due to a significant portion of our workforce working in a hybrid environment.

In addition, companies have generally experienced in recent years an increase in fraudulent activity and [removed: cyber-attacks.][added: cyber-attacks, which has been further exacerbated by the increased use of AI.]

See “Risk Factors - Privacy, [removed: Data Protection,] [added: Data,] AI and Information [removed: Security Compliance”] [added: Security”] in this Part I, Item 1A for more detail concerning related legal risks and obligations.

[removed: 32] [added: 34] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K

[added: In addition, we cannot be sure] that our existing insurance coverage will continue to be available on acceptable terms or at all, or that our insurers will not deny coverage as to any future claim.

Our transaction switching systems and other offerings may experience interruptions as a result of technology malfunctions, [added: network degradation, updates and migrations to new technology and platforms,] supply-chain attacks, fire, floods, earthquakes, weather events, power outages, telecommunications disruptions, terrorism, workplace violence, accidents or other catastrophic events (including those related to climate change).

If one of our service providers fails to provide the communications capacity or services we require, as a result of natural [removed: disaster,] [added: disasters,] operational disruptions, [added: cybersecurity-related disruptions or failures,] terrorism, hacking or any other reason, the failure could interrupt our services.

Potential future consolidation could occur as a result of bank failures, similar to those that occurred in [removed: the U.S. in] recent years.

Consolidation could also produce a smaller number of large customers, which could increase their [added: bargaining power and lead to lower prices and/or more favorable terms for our customers.]

MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [removed: 33][added: 35]

As we increase our work with national, state and local [removed: governments, both] [added: governments (both] indirectly through financial [removed: institutions] [added: institutions, system integrators] and [added: other third party partners and] with them directly as our [removed: customers,] [added: customers),] we may face various risks inherent in associating or contracting directly with governments.

[removed: 34] [added: 36] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K

- Working or contracting with [removed: governments, either] [added: governments (either] directly or via our financial institution customers, [added: system integrators or other third party partners)] can subject us to heightened reputational risks, including extensive scrutiny and publicity, as well as a potential association with the policies of those governments.

MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [removed: 35][added: 37]

During [removed: 2024,] [added: 2025,] approximately [removed: 70%] [added: 71%] of our revenue was generated from activities outside the U.S., which could be transacted in a non-functional currency.

These matters include initiatives to reduce greenhouse gas emissions, help everyone participate [removed: equitably] in the digital economy and create a workplace [removed: that provides equal opportunities for all of our employees.][added: where everyone has the opportunity to succeed.]

To the extent any of our disclosures, public statements and metrics about these matters are subsequently viewed as [removed: inaccurate,] [added: inaccurate] or [added: unlawful, or] we are unable to execute on these initiatives, we may be viewed negatively by stakeholders concerned about these matters.

[removed: 36] [added: 38] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K

[added: Stakeholders from both] sides of this issue may continue to view us negatively and take public action against us to the extent that we do not satisfy their conflicting views or expectations.

The market for specialized skill-sets remains highly competitive, particularly in [removed: technology and other areas that are important to the growth of our business.][added: emerging technologies.]

Failure to attract, hire, develop, motivate and retain highly qualified [removed: employee] talent could leave us vulnerable to not [removed: anticipating or] identifying [added: and/or acting on] emerging customer or market opportunities.

In addition, [added: broader trends such as] escalations in global conflict and a rise in mental health needs are [removed: also] impacting the well-being of our people.

As our workforce composition continues to change, our employees may have different expectations with respect to flexibility and well-being [removed: support, and may have different career motivations (such as pursuing project-based work or other gig opportunities, as opposed to linear career paths).][added: support.]

To the extent we are unable to effectively meet and/or balance these different [removed: expectations, motivations] [added: expectations] and needs, we could experience a negative impact to the quality of our corporate culture, the productivity of our [removed: workforce, our ability to innovate] [added: workforce] and our ability to attract and retain talent.

MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [removed: 37][added: 39]

[added: Moreover, we have spent, and may continue to spend, time and money on acquisitions or projects that do] not sufficiently meet our expectations (either strategically or financially), which has resulted (and may in the future result) in divesting from or otherwise exiting these investments or businesses.

Furthermore, we have inherited and may in the future inherit litigation risk which has or may increase our post-acquisition costs of [removed: operations and/or impact our ability to successfully finance that business.][added: operations.]

The occurrence of bank failures, such as those seen in recent [removed: years in the U.S.,] [added: years,] could increase the potential for such losses.

[removed: As of December 31, 2024,] Mastercard Foundation [removed: owned] [added: owns] shares of [added: our] Class A common stock representing [removed: approximately 9.4%] [added: greater than 5%] of our general voting power.

In March 2024, Mastercard Foundation began selling shares pursuant to an orderly and structured plan to diversify its Mastercard shares over a seven-year [added: period, while committing to remain a long-term Mastercard stockholder and retaining a significant holding of Mastercard shares in its portfolio.]

[removed: 38] [added: 40] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K

Information Security and Operational Resilience

Information security incidents or account data compromise events could disrupt our business, damage our reputation, increase our costs and cause losses.

Information security risks for payments and technology companies such as ours have significantly increased in recent years in part because of the proliferation of new technologies (including AI), the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, “hacktivists”, terrorists, nation-states, state-sponsored actors and other external parties.

These threats may derive from fraud or malice on the part of our employees or third parties, or may result from human error, software bugs, server malfunctions, software or hardware failure or other technological failure.

These threats include cyber-attacks such as computer viruses, denial-of-service attacks, malicious code (including ransomware), social-engineering attacks (including phishing attacks) or information security breaches and could lead to the misappropriation or loss of consumer account and other information and identity theft.

The widespread use of AI, and its increasing capabilities, is enhancing the frequency and effectiveness of threat actors.

In addition, the current or future listing of Recorded Future as an “undesirable” or “unreliable” entity by certain jurisdictions could further increase our risks in this area.

We switch a high percentage of domestic (or in-country) transactions conducted using cards with our brands.

However, there are several jurisdictions in which domestic transactions are switched by our customers or other processors.

- Uncertain global trade policies and related government actions (including those related to tariffs), which could have an adverse impact on our business (including with respect to consumer and business spending) and relationships with stakeholders

Additionally, we or our customers could take (or be perceived to take) actions related to these industries, which could be viewed negatively and result in threats or other retaliatory actions.

In addition, Brazil recently enacted regulation requiring PSOs in Brazil (including Mastercard and Visa) to extend their responsibility for the financial and settlement integrity of payments to merchants.

As we continue to be subject to increased regulation across the globe, more jurisdictions may enact similar approaches from time to time.

Any such changes could increase complexity and may impact our cost of operations and financial condition.

These threats also may be further enhanced in frequency or effectiveness through threat actors’ use of AI.

In addition, we cannot be sure

bargaining power and lead to lower prices and/or more favorable terms for our customers.

With the exception of the U.S. and a select number of other jurisdictions, most in-country (as opposed to cross-border) transactions conducted using cards with our brands are switched by our customers or other processors.

Stakeholders from both

Moreover, we have spent, and may continue to spend, time and money on acquisitions or projects that do

In addition, as we are subject to increased regulation across the globe, jurisdictions could require us to extend our guarantee to additional obligations, which could have an impact on our cost of operations.

period, while committing to remain a long-term Mastercard stockholder and retaining a significant holding of Mastercard shares in its portfolio.

Currency-neutral growth rates are [added: non-GAAP financial measures and are] calculated by remeasuring the prior period’s results using the current period’s exchange rates for both the translational and transactional impacts on operating [removed: results and are non-GAAP financial measures.][added: results.]

The impact of the related realized gains and losses resulting from our foreign exchange derivative contracts designated as cash flow hedging instruments (specifically those that manage the impact of foreign currency variability on anticipated revenues and expenses) is recognized in the respective financial statement line item on the [added: consolidated] statements of operations when the underlying forecasted transactions impact earnings.

The translational and transactional impact of currency and the related impact of our foreign exchange derivative contracts designated as cash flow hedging instruments as specified in the preceding paragraph [removed: (collectively] [added: (collectively,] the “Currency Impact”) has been excluded from our currency-neutral growth rates and has been identified in the “Non-GAAP Reconciliations” tables below and our “Drivers of Change” tables.

| | | | | | | Year ended December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| | | | | | | [removed: Net revenue | | | | | |] Operating expenses | | | | | | Operating margin | | | | | | Other income (expense) | | | | | | Effective income tax rate | | | | | | Net income | | | | | | Diluted earnings per share | | |

| | | | | | | ($ in millions, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| Reported - GAAP | | | | | | $ | [removed: 28,167 | | | | | $ |] 12,585 | | | | | 55.3 | | % | | | | $ | (328) | | | | | 15.6 | | % | | | | $ | 12,874 | | | | | $ | 13.89 | |

| (Gains) losses on equity investments | | | | | | | | | | | | | | | | | | [removed: | | | | | |] 29 | | | | | | — | | % | | | | 25 | | | | | | 0.03 | | |

| Litigation provisions | | | | | | [removed: | | | | | |] (680) | | | | | | 2.4 | | % | | | | | | | | | | 0.5 | | % | | | | 495 | | | | | | 0.53 | | |

| Restructuring charge | | | | | | [removed: | | | | | |] (190) | | | | | | 0.7 | | % | | | | | | | | | | 0.1 | | % | | | | 147 | | | | | | 0.16 | | |

| Adjusted - Non-GAAP | | | | | | $ | [removed: 28,167 | | | | | $ |] 11,714 | | | | | 58.4 | | % | | | | $ | (300) | | | | | 16.2 | | % | | | | $ | 13,541 | | | | | $ | 14.60 | |

| | | | | | | Year ended December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| | | | | | | [removed: Net revenue | | | | | |] Operating expenses | | | | | | Operating margin | | | | | | Other income (expense) | | | | | | Effective income tax rate | | | | | | Net income | | | | | | Diluted earnings per share | | |

| Reported - GAAP | | | | | | $ | [removed: 25,098 | | | | | $ |] 11,090 | | | | | 55.8 | | % | | | | $ | (369) | | | | | 17.9 | | % | | | | $ | 11,195 | | | | | [removed: $ |] 11.83 | | [added: |]

| (Gains) losses on equity investments | | | | | | | | | | | | | | | | | | [removed: | | | | | |] 61 | | | | | | 0.1 | | % | | | | 36 | | | | | | 0.04 | | |

| Litigation provisions | | | | | | [removed: | | | | | |] (539) | | | | | | 2.1 | | % | | | | | | | | | | 0.5 | | % | | | | 376 | | | | | | 0.40 | | |

| Adjusted - Non-GAAP | | | | | | $ | [removed: 25,098 | | | | | $ |] 10,551 | | | | | 58.0 | | % | | | | $ | (308) | | | | | 18.5 | | % | | | | $ | 11,607 | | | | | $ | 12.26 | |

| | | | | | | Year ended December 31, [removed: 2022 | | | | | |] [added: 2025] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: (Gains) losses] [added: Gains (losses)] on equity [removed: investments | | | | | | | | | | | |] [added: investments, net] | | | | | | [added: (88)] | | | | | | [removed: 145] [added: (29)] | | | | | | [removed: —] [added: (61)] | | [removed: %] | | | | [removed: 126] [added: (59)] | | | | | | [removed: 0.13] [added: 32] | | |

[removed: 49] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [added: 52]

| | | | | | | Year Ended December 31, 2024 as compared to the Year Ended December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| | | | | | | Increase/(Decrease) | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| | | | | | | [removed: Net revenue | | | | | |] Operating expenses | | | | | | Operating margin | | | | | | Effective income tax rate | | | | | | Net income | | | | | | Diluted earnings per share | | |

| Reported - GAAP | | | | | | [removed: 12 | | % | | | |] 13 | | % | | | | (0.5) | | ppt | | | | (2.3) | | ppt | | | | 15 | | % | | | | 17 | | % |

| (Gains) losses on equity investments | | | | | | | | | | | | | | | | | | [removed: | | | | | |] (0.1) ppt | | | | | | — | | % | | | | — | | % |

| Litigation provisions | | | | | | [removed: | | | | | |] (1) | | % | | | | 0.3 [added: ppt] | | [removed: ppt] | | | | — ppt | | | | | | 1 | | % | | | | 1 | | % |

| Restructuring charge | | | | | | [removed: | | | | | | (2)] [added: 2] | | % | | | | [removed: 0.7] [added: (0.7)] ppt | | | | | | [removed: 0.1] [added: (0.1)] ppt | | | | | | [removed: 1] [added: (1)] | | % | | | | [removed: 1] [added: (1)] | | % |

| Adjusted - Non-GAAP | | | | | | [removed: 12 | | % | | | |] 11 | | % | | | | 0.4 [added: ppt] | | [removed: ppt] | | | | (2.3) ppt | | | | | | 17 | | % | | | | 19 | | % |

| Currency Impact | | | | | | [removed: 1 | | % | | | |] — | | % | | | | 0.3 [added: ppt] | | [removed: ppt] | | | | 0.1 ppt | | | | | | 1 | | % | | | | 1 | | % |

| Adjusted - Non-GAAP - currency-neutral | | | | | | [removed: 13 | | % | | | |] 11 | | % | | | | 0.7 [added: ppt] | | [removed: ppt] | | | | (2.2) ppt | | | | | | 18 | | % | | | | 21 | | % |

| | | | | | | Year Ended December 31, [removed: 2023] [added: 2025] as compared to the Year Ended December 31, [removed: 2022 | | | | | |] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Reported - GAAP | | | | | | [removed: 13 | | % | | | | 11] [added: 10] | | % | | | | [removed: 0.7] [added: 2.3] | | ppt | | | | [removed: 2.6] [added: 3.8] | | ppt | | | | [removed: 13] [added: 16] | | % | | | | [removed: 16] [added: 19] | | % |

| (Gains) losses on equity investments | | | | | | | | | | | | | | | | | | [removed: | | | | | | 0.1] [added: (0.1)] ppt | | | | | | [removed: (1)] [added: —] | | % | | | | [removed: (1)] [added: —] | | % |

| Litigation provisions | | | | | | [removed: | | | | | | (1)] [added: 2] | | % | | | | [removed: 0.5 ppt] [added: (0.9)] | | [added: ppt] | | | | [removed: 0.1] [added: (0.2)] ppt | | | | | | [removed: 1] [added: (2)] | | % | | | | [removed: 1] [added: (2)] | | % |

| Adjusted - Non-GAAP | | | | | | [removed: 13] [added: 14] | | % | | | | [removed: 10 | | % | |] [added: 0.8] | | [removed: 1.0] ppt | | | | [removed: | | 2.8] [added: 3.4] ppt | | | | | | [removed: 12] [added: 14] | | % | | | | [removed: 15] [added: 17] | | % |

| Currency Impact | | | | | | [removed: — | | % | | | | —] [added: (1)] | | % | | | | (0.1) [removed: ppt] | | [added: ppt] | | | | (0.1) ppt | | | | | | [removed: —] [added: (1)] | | % | | | | [removed: —] [added: (1)] | | % |

| Adjusted - Non-GAAP - currency-neutral | | | | | | [removed: 13] [added: 14] | | % | | | | [removed: 11 | | % | |] [added: 0.7] | | [removed: 0.9] ppt | | | | [removed: | | 2.7] [added: 3.4] ppt | | | | | | [removed: 12] [added: 13] | | % | | | | 15 | | % |

[added: 53] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [removed: 50]

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [added: 2024] | | | | | | 2023 | | | | | | [added: 2025] | | | [added: | | | 2024 | | |]

| Mastercard-branded GDV growth 1 | | | | | | [removed: 8%] [added: 9%] | | | | | | [removed: 11%] [added: 9%] | | | | | | [removed: 11%] [added: 8%] | | | | | | [removed: 12%] [added: 11%] | | |

| Reported - GAAP | | | | | | $ | 13,894 | | | | | 57.6 | | % | | | | $ | (319) | | | | | 19.4 | | % | | | | $ | 14,968 | | | | | $ | 16.52 | |

| Litigation provisions | | | | | | (504) | | | | | | 1.5 | | % | | | | | | | | | | 0.3 | | % | | | | 357 | | | | | | 0.39 | | |

| Adjusted - Non-GAAP | | | | | | $ | 13,389 | | | | | 59.2 | | % | | | | $ | (232) | | | | | 19.6 | | % | | | | $ | 15,415 | | | | | $ | 17.01 | |

| | | | | | | ($ in millions, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | | | | Operating expenses | | | | | | Operating margin | | | | | | Other income (expense) | | | | | | Effective income tax rate | | | | | | Net income | | | | | | Diluted earnings per share | | |

| | | | | | | ($ in millions, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Increase/(Decrease) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Operating expenses | | | | | | Operating margin | | | | | | Effective income tax rate | | | | | | Net income | | | | | | Diluted earnings per share | | |

| Restructuring charge | | | | | | (2) | | % | | | | 0.7 ppt | | | | | | 0.1 ppt | | | | | | 1 | | % | | | | 1 | | % |

| | | | | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | |

| | | | | | | 2025 | | | | | | 2024 | | |

Net revenue increased 16%, or 15% on a currency-neutral basis, in 2025 versus the prior year, which included a 1 percentage point increase from acquisitions completed in 2024 (“Acquisitions”).

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| | | | | | | 2025 | | | | | | 2024 | | | | | | 2025 | | | | | | 2024 | | | | | | 2025 | | | | | | 2024 | | | | | | 2025 | | | | | | 2024 | | |

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| | | | | | | For the Years Ended December 31, | | | | | | | | | | | | | | | | | | Increase/(Decrease) | | | | | | | | |

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2025 | | | | | | 2024 | | | | | | 2025 | | | | | | 2024 | | | | | | 2025 | | | | | | 2024 | | | | | | 2025 | | | | | | 2024 | | |

This increase was partially offset by a 2 percentage point decrease related to various new multi-year government grants that we received in 2025 with respect to investments in select jurisdictions.

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| | | | | | | For the Years Ended December 31, | | | | | | | | | | | | | | | | | | Increase/(Decrease) | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Advertising and marketing expenses increased 14%, or 12% on a currency-neutral basis, in 2025 versus the prior year, which included a 5 percentage point increase from Acquisitions.

The remaining increase was primarily due to an increase in spending on sponsorships and marketing campaigns.

Depreciation and amortization expenses increased 27%, or 26% on a currency-neutral basis, in 2025 versus the prior year, which included a 13 percentage point increase from Acquisitions.

The remaining increase was primarily due to higher capitalized software amortization, which is in line with the increase in capitalized software driven by the continued growth of our business.

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| | | | | | | For the Years Ended December 31, | | | | | | | | | | | | | | | | | | Favorable/(Unfavorable) | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

1 Other income (expense), net increased in 2025 versus the prior year, primarily driven by approximately $135 million recognized related to government grants.

Both the as-reported and as-adjusted effective income tax rates were higher versus 2024, primarily due to a change in the net tax effect of our Singapore operations, which includes the Pillar 2 Rules that took effect in 2025.

In July 2025, the U.S. enacted the One Big Beautiful Bill Act (OBBBA).

While we continue to analyze the impacts of the OBBBA, at this time it is not expected to have a material impact on our financial statements.

| | | | | | | 2025 | | | | | | 2024 | | |

health of the financial institutions in a country or region.

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| Reported - GAAP | | | | | | $ | 22,237 | | | | | $ | 9,973 | | | | | 55.2 | | % | | | | $ | (532) | | | | | 15.4 | | % | | | | $ | 9,930 | | | | | 10.22 | | |

| Litigation provisions | | | | | | | | | | | | (356) | | | | | | 1.6 | | % | | | | | | | | | | 0.3 | | % | | | | 263 | | | | | | 0.27 | | |

| Russia-related impacts | | | | | | (37) | | | | | | (67) | | | | | | 0.2 | | % | | | | | | | | | | — | | % | | | | 24 | | | | | | 0.02 | | |

| Adjusted - Non-GAAP | | | | | | $ | 22,200 | | | | | $ | 9,549 | | | | | 57.0 | | % | | | | $ | (387) | | | | | 15.7 | | % | | | | $ | 10,342 | | | | | $ | 10.65 | |

| Russia-related impacts | | | | | | — | | % | | | | 1 | | % | | | | (0.1) ppt | | | | | | — ppt | | | | | | — | | % | | | | — | | % |

| Adjusted net revenue | | | | | | $ | 28,167 | | | | | $ | 25,098 | | | | | $ | 22,200 | | | | | 12% | | | | | | 13% | | |

Note: Table may not sum due to rounding.

Not meaningful.

Net revenue from our payment network increased 10%, or 11% on a currency-neutral basis, in 2024 versus the prior year.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Special Items 1 | | | | | | (870) | | | | | | (539) | | | | | | (423) | | | | | | | | | | | | | | |

Current year results include an increase of 2 percentage points from a restructuring charge of $190 million and 1 percentage point from acquisitions.

Advertising and marketing expenses decreased 1%, on both an as-reported and a currency-neutral basis, in 2024 versus the prior year.

Depreciation and amortization expenses increased 12%, on both an as-reported and a currency-neutral basis, in 2024 versus the prior year, primarily due to increased software capitalization driven by the continued growth of and investment in our business.

Both the as-reported and as-adjusted effective income tax rates were lower in 2024, primarily due to a discrete tax expense in 2023 related to changes in the valuation allowance associated with the U.S. foreign tax credits deferred tax asset.

In 2023, the treatment of foreign taxes paid under the U.S. tax regulations published in 2022 changed due to the foreign tax legislation enacted in Brazil and Notice 2023-55 (the “Notice”) released by the U.S. Department of Treasury.

Therefore, we recognized a total $327 million discrete tax expense in 2023 to establish the valuation allowance.

This discrete tax expense was partially offset by our ability to claim more U.S. foreign tax credits generated in 2022 and 2023 due to the Notice.

The Organization for Economic Co-operation and Development (“OECD”) Pillar 2 guidelines published to date include transition and safe harbor rules around the implementation of the 15% global minimum tax (the “Pillar 2 Rules”).

In 2024, we did not experience a material impact as a result of Pillar 2 Rules.

However, in 2025, we expect the Pillar 2 Rules will primarily offset the reduction to our effective income tax rate resulting from our incentive grant received from the Singapore Ministry of Finance.

For the year ended December 31, 2024, this incentive grant reduced our effective income tax rate by approximately 4%.

We are continuously monitoring developments and evaluating the impacts these new rules may have on our future effective income tax rate, tax payments, financial condition and results of operations.

In July 2024, INR28.1 billion ($336 million as of payment date) of principal related to the 2023 INR Term Loan matured and was paid.

During 2024, we issued a total of $4 billion of debt, as follows:

- In May 2024, we issued $1 billion principal amount of notes due May 2034

- In September 2024, we issued $750 million principal amount of notes due January 2028, $1,150 million principal amount of notes due January 2032 and $1,100 million principal amount of notes due January 2035

The issuances in 2024 are collectively referred to as the “2024 USD Notes”.

On December 17, 2024, our Board of Directors declared a quarterly cash dividend of $0.76 per share paid on February 7, 2025 to holders of record as of January 9, 2025 of our Class A common stock and Class B common stock.

The aggregate amount of this dividend was $694 million.

On February 10, 2025, our Board of Directors declared a quarterly cash dividend of $0.76 per share payable on May 9, 2025 to holders of record as of April 9, 2025 of our Class A common stock and Class B common stock.

The aggregate amount of this dividend is estimated to be $693 million.

| Shares repurchased in 2024 | | | | | | 23.0 | | |

Foreign currency and interest rate exposures are managed through our risk management activities, which are discussed further in Note [removed: 23] [added: 21] (Derivative and Hedging Instruments) to the consolidated financial statements included in Part II, Item 8.

[removed: The effect of a] [added: A] hypothetical 10% adverse change in the value of the functional currencies could result in a fair value loss of approximately [removed: $475] [added: $405] million and [removed: $414] [added: $475] million on our foreign exchange derivative contracts outstanding at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, before considering the offsetting effect of the underlying hedged activity.

A hypothetical 10% adverse change in the value of the functional currencies would not have a material impact to the fair value of our short duration foreign exchange derivative contracts outstanding at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

[removed: The effect of a] [added: A] hypothetical 10% adverse change in the value of the U.S. dollar could result in a fair value loss of approximately $279 million on our foreign exchange derivative contracts designated as a net investment hedge at December 31, 2024, before considering the offsetting effect of the underlying hedged activity.

As of December 31, [removed: 2023,] [added: 2025,] we did not have any foreign exchange derivative contracts designated as a net investment hedge.

A hypothetical 100 basis point adverse change in interest rates would not have a material impact to the fair value of our investments at December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

[removed: The effect of a] [added: A] hypothetical 100 basis point adverse change in interest rates [removed: could result in] [added: would not have] a [removed: fair value loss of approximately $20 million and $29 million on] [added: material impact to] the fair value of our interest rate derivative contracts designated as a fair value hedge of our fixed-rate debt at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, before considering the offsetting effect of the underlying hedged activity.

[added: 63] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [removed: 60]

| As of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | | | | | | | | | |

| | | | [Management’s report on internal control over financial [removed: reporting](#ic73669c37deb437ebc9a21db437a6a87_97)] [added: reporting](#ic4d04a8f58ca4e498033868f24933720_94)] | | | | | | [removed: [62](#ic73669c37deb437ebc9a21db437a6a87_97)] [added: [65](#ic4d04a8f58ca4e498033868f24933720_94)] | | |

| | | | [Report of independent registered public accounting [removed: firm](#ic73669c37deb437ebc9a21db437a6a87_100)] [added: firm](#ic4d04a8f58ca4e498033868f24933720_97)] (PCAOB ID 238) | | | | | | [removed: [63](#ic73669c37deb437ebc9a21db437a6a87_100)] [added: [66](#ic4d04a8f58ca4e498033868f24933720_97)] | | |

| | | | [Consolidated Balance [removed: Sheet](#ic73669c37deb437ebc9a21db437a6a87_109)s] [added: Sheet](#ic4d04a8f58ca4e498033868f24933720_106)s] | | | | | | [removed: [67](#ic73669c37deb437ebc9a21db437a6a87_109)] [added: [70](#ic4d04a8f58ca4e498033868f24933720_106)] | | |

| | | | [Notes to consolidated financial [removed: statements](#ic73669c37deb437ebc9a21db437a6a87_118)] [added: statements](#ic4d04a8f58ca4e498033868f24933720_115)] | | | | | | [removed: [71](#ic73669c37deb437ebc9a21db437a6a87_118)] [added: [74](#ic4d04a8f58ca4e498033868f24933720_115)] | | |

[removed: 61] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [added: 64]

As required by Section 404 of the Sarbanes-Oxley Act of 2002, management has assessed the effectiveness of Mastercard’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Management has concluded that, based on its assessment, Mastercard’s internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of Mastercard’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears on the next page.

[added: 65] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [removed: 62]

We have audited the accompanying consolidated balance sheets of Mastercard Incorporated and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable [added: assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

[removed: 63] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [added: 66]

As described in Notes 1 and 3 to the consolidated financial statements, the Company provides certain customers with rebates and incentives which are a portion of total net revenue of [removed: $28.2] [added: $32.8] billion for the year ended December 31, [removed: 2024.][added: 2025.]

Variable rebates and incentives are recorded primarily when volume- and transaction-based revenues are recognized over the contractual [removed: term.][added: term and are calculated based upon estimated customer performance, such as volume thresholds, and the terms of the related business agreements.]

[added: 67] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [removed: 64]

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net Revenue | | | | | | $ | [removed: 28,167] [added: 32,791] | | | | | $ | [removed: 25,098] [added: 28,167] | | | | | $ | [removed: 22,237] [added: 25,098] | |

| General and administrative | | | | | | [removed: 10,193] [added: 11,318] | | | | | | [removed: 8,927] [added: 10,193] | | | | | | [removed: 8,078] [added: 8,927] | | |

| Advertising and marketing | | | | | | [removed: 815] [added: 929] | | | | | | [removed: 825] [added: 815] | | | | | | [removed: 789] [added: 825] | | |

| Depreciation and amortization | | | | | | [removed: 897] [added: 1,143] | | | | | | [removed: 799] [added: 897] | | | | | | [removed: 750] [added: 799] | | |

| Provision for litigation | | | | | | [removed: 680] [added: 504] | | | | | | [removed: 539] [added: 680] | | | | | | [removed: 356] [added: 539] | | |

| Total operating expenses | | | | | | [removed: 12,585] [added: 13,894] | | | | | | [removed: 11,090] [added: 12,585] | | | | | | [removed: 9,973] [added: 11,090] | | |

| Operating income | | | | | | [removed: 15,582] [added: 18,897] | | | | | | [removed: 14,008] [added: 15,582] | | | | | | [removed: 12,264] [added: 14,008] | | |

| Investment income | | | | | | [removed: 327] [added: 325] | | | | | | [removed: 274] [added: 327] | | | | | | [removed: 61] [added: 274] | | |

| Gains (losses) on equity investments, net | | | | | | [removed: (29)] [added: (88)] | | | | | | [removed: (61)] [added: (29)] | | | | | | [removed: (145)] [added: (61)] | | |

| Interest expense | | | | | | [removed: (646)] [added: (722)] | | | | | | [removed: (575)] [added: (646)] | | | | | | [removed: (471)] [added: (575)] | | |

| Other income (expense), net | | | | | | [removed: 20] [added: 166] | | | | | | [removed: (7)] [added: 20] | | | | | | [removed: 23] [added: (7)] | | |

| Total other income (expense) | | | | | | [removed: (328)] [added: (319)] | | | | | | [removed: (369)] [added: (328)] | | | | | | [removed: (532)] [added: (369)] | | |

| | | | [Consolidated Statements of Operations](#ic4d04a8f58ca4e498033868f24933720_100) | | | | | | [68](#ic4d04a8f58ca4e498033868f24933720_100) | | |

| | | | [Consolidated Statements of Comprehensive Income](#ic4d04a8f58ca4e498033868f24933720_103) | | | | | | [69](#ic4d04a8f58ca4e498033868f24933720_103) | | |

| | | | [Consolidated Statements of Changes in Equity](#ic4d04a8f58ca4e498033868f24933720_109) | | | | | | [71](#ic4d04a8f58ca4e498033868f24933720_109) | | |

| | | | [Consolidated Statements of Cash Flows](#ic4d04a8f58ca4e498033868f24933720_112) | | | | | | [73](#ic4d04a8f58ca4e498033868f24933720_112) | | |

February 11, 2026

| | | | | | | 2025 | | | | | | 2024 | | |

| Balance at December 31, 2024 | | | | | | — | | | | | | — | | | | | | 6,442 | | | | | | (71,431) | | | | | | 72,907 | | | | | | (1,433) | | | | | | 6,485 | | | | | | 30 | | | | | | 6,515 | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,968 | | | | | | — | | | | | | 14,968 | | | | | | | | | | | | 14,968 | | |

| Dividends | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,840) | | | | | | — | | | | | | (2,840) | | | | | | — | | | | | | (2,840) | | |

| Balance at December 31, 2025 | | | | | | $ | — | | | | | $ | — | | | | | $ | 6,907 | | | | | $ | (83,224) | | | | | $ | 85,035 | | | | | $ | (981) | | | | | $ | 7,737 | | | | | $ | 9 | | | | | $ | 7,746 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Depreciation and amortization | | | | | | 1,143 | | | | | | 897 | | | | | | 799 | | |

At each balance sheet date, unresolved uncertain tax positions are reassessed to

or (3) it does not expect to recover the entire amortized cost basis of the security.

*Government grants* - The Company receives government grants from various jurisdictions spanning multiple years, primarily to support investment initiatives in those jurisdictions.

Government grants, primarily cash grants, are recognized when there is reasonable assurance that the grant will be received and compliance with the conditions specified in the agreement will be met.

Within the consolidated statements of operations, the Company records operating-related grants as a reduction to expense in the same line item as the expenditure for which the grant is intended to compensate.

Government grants that are not intended to compensate operating expenses are recorded in other income (expense), net on the consolidated statements of operations.

*Targeted Improvements to the Accounting for Internal-Use Software* - In September 2025, the FASB issued accounting guidance to modernize the accounting for internal-use software costs by eliminating the consideration of project development stages and clarifying the criteria for capitalization.

This guidance is effective for fiscal years beginning after December 15, 2027, including interim periods.

The Company is in the process of evaluating when it will adopt and assessing the impact of this guidance on its financial statements.

*Accounting for Government Grants Received by Business Entities -* In December 2025, the FASB issued accounting guidance on the recognition, measurement and presentation for government grants received by business entities.

This guidance is effective for fiscal years beginning after December 15, 2028, including interim periods.

The Company is in the process of evaluating when it will adopt and assessing the impact of this guidance on its financial statements.

In 2025, the Company did not complete any business acquisitions.

| | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | | | | | 2024 | | | | | | | | |

| Net revenue | | | | | | $ | 32,791 | | | | | $ | 28,167 | | | | | $ | 25,098 | |

| | | | | | | 2025 | | | | | | 2024 | | |

| Basic weighted-average shares outstanding | | | | | | 905 | | | | | | 925 | | | | | | 944 | | |

| | | | | | | 2025 | | | | | | 2024 | | |

The Company’s available-for-sale securities consist of corporate securities, government and agency securities and asset-backed securities.

| Total | | | | | | $ | 318 | | | | | $ | 319 | |

| Marketable securities | | | | | | $ | 237 | | | | | $ | — | | | | | $ | (168) | | | | | $ | (86) | | | | | $ | 220 | | | | | $ | 203 | |

| Nonmarketable securities | | | | | | 1,370 | | | | | | 339 | | | | | | (13) | | | | | | (2) | | | | | | (192) | | | | | | 1,502 | | |

| | | | | | | 2025 | | | | | | 2024 | | |

| | | | | | | 2025 | | |

PART II

ITEM 8.

| | | | [Consolidated Statement](#ic73669c37deb437ebc9a21db437a6a87_103)[s](#ic73669c37deb437ebc9a21db437a6a87_103) [of Operations](#ic73669c37deb437ebc9a21db437a6a87_103) | | | | | | [65](#ic73669c37deb437ebc9a21db437a6a87_103) | | |

| | | | [Consolidated Statement](#ic73669c37deb437ebc9a21db437a6a87_106)[s](#ic73669c37deb437ebc9a21db437a6a87_106) [of Comprehensive Income](#ic73669c37deb437ebc9a21db437a6a87_106) | | | | | | [66](#ic73669c37deb437ebc9a21db437a6a87_106) | | |

| | | | [Consolidated Statement](#ic73669c37deb437ebc9a21db437a6a87_112)[s](#ic73669c37deb437ebc9a21db437a6a87_112) [of Changes in Equity](#ic73669c37deb437ebc9a21db437a6a87_112) | | | | | | [68](#ic73669c37deb437ebc9a21db437a6a87_112) | | |

| | | | [Consolidated Statement](#ic73669c37deb437ebc9a21db437a6a87_115)[s](#ic73669c37deb437ebc9a21db437a6a87_115) [of Cash Flows](#ic73669c37deb437ebc9a21db437a6a87_115) | | | | | | [70](#ic73669c37deb437ebc9a21db437a6a87_115) | | |

Management’s assessment of, and conclusion on, the effectiveness of internal controls over financial reporting did not include the internal controls of RF Ultimate Parent, Inc. (“Recorded Future”), which was acquired in December 2024.

Recorded Future is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment of internal controls represented approximately 1% and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

As described in Management’s report on internal control over financial reporting, management has excluded RF Ultimate Parent, Inc. from its assessment of internal control over financial reporting as of December 31, 2024, because it was acquired by the Company in a purchase business combination during 2024.

We have also excluded RF Ultimate Parent, Inc. from our audit of internal control over financial reporting.

RF Ultimate Parent, Inc. is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 1% and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Variable rebates and incentives are calculated based upon estimated customer performance, such as volume thresholds, and the terms of the related business agreements.

February 12, 2025

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| Balance at December 31, 2021 | | | | | | $ | — | | | | | $ | — | | | | | $ | 5,061 | | | | | $ | (42,588) | | | | | $ | 45,648 | | | | | $ | (809) | | | | | $ | 7,312 | | | | | $ | 71 | | | | | $ | 7,383 | |

| Activity related to non-controlling interests | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (13) | | | | | | (13) | | |

| Dividends | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,968) | | | | | | — | | | | | | (1,968) | | | | | | — | | | | | | (1,968) | | |

| Balance at December 31, 2023 | | | | | | — | | | | | | — | | | | | | 5,893 | | | | | | (60,429) | | | | | | 62,564 | | | | | | (1,099) | | | | | | 6,929 | | | | | | 46 | | | | | | 6,975 | | |

| Redeemable non-controlling interest adjustments | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5) | | | | | | — | | | | | | (5) | | | | | | | | | | | | (5) | | |

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As the assumptions employed to measure these assets are based on

operations while the non-credit related loss remains in accumulated other comprehensive income (loss) until realized from a sale or subsequent impairment.

*Redeemable non-controlling interests* - The Company’s business combinations may include provisions allowing non-controlling equity owners the ability to require the Company to purchase additional interests in the subsidiary at their discretion.

The interests are initially recorded at fair value and in subsequent reporting periods are accreted or adjusted to the estimated redemption value.

The adjustments to the redemption value are recorded to retained earnings or additional paid-in capital on the consolidated balance sheets.

The redeemable non-controlling interests are considered temporary and reported outside of permanent equity on the consolidated balance sheets at the greater of the carrying amount adjusted for the non-controlling interest’s share of net income (loss) or its redemption value.

The Company may be required to calculate EPS using the two-class method as a result of its redeemable non-controlling interests.

If redemption value exceeds the fair value of the redeemable non-controlling interests, the excess would be a reduction to net income for the EPS calculation.

*Improvements to Income Tax Disclosures* - In December 2023, the Financial Accounting Standards Board (“FASB”) issued accounting guidance to enhance the transparency and decision usefulness of income tax disclosures.

The guidance includes improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid.

This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company will adopt this guidance in its Form 10-K for the year ended December 31, 2025.

None of the goodwill is expected to be deductible for local tax purposes.

In 2022, Mastercard acquired a 100% equity interest in Dynamic Yield LTD (“Dynamic Yield”) for cash consideration of $325 million.

The net assets acquired primarily relate to intangible assets, including goodwill of $200 million that is primarily attributable to the synergies expected to arise after the acquisition date.

In 2023, the Company finalized the purchase accounting for the business acquired during 2022.

No material business acquisitions completed in 2023.

For example, governments in some countries [added: (such as South Africa)] mandate switching of domestic payments either entirely in that country or by only domestic companies.

We have implemented a comprehensive AML/CFT program, comprised of policies, procedures and internal controls, including the designation of a compliance officer, which is designed to prevent our [removed: payments] [added: payment] network from being used to facilitate money laundering and other illicit activity and to address these legal and regulatory requirements and assist in managing money laundering and terrorist financing risks.

The economic sanctions programs administered by OFAC restrict financial transactions and other dealings with certain countries and geographies (specifically Crimea, the Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, Cuba, [removed: Iran, North Korea] [added: Iran] and [removed: Syria)] [added: North Korea)] and with persons and entities included in OFAC sanctions lists including its list of Specially Designated Nationals and Blocked Persons (the “SDN List”).

Iran and Syria have been identified by the U.S. State Department as terrorist-sponsoring [removed: states, and we have no offices, subsidiaries or affiliated entities located in these countries and do not license entities domiciled there.][added: states.]

Privacy, [removed: Data Protection,] [added: Data,] AI and Information Security. Aspects of our operations or business are subject to increasingly [removed: complex and fragmented] [added: complex, fragmented, overlapping and/or divergent] privacy, data, AI and information security laws and regulations in the U.S., the EU and elsewhere around the world.

We and our customers may also be subject [added: (where applicable)] to evolving U.S. federal and/or state AI [added: and data] laws and [removed: regulations.][added: regulations, including those related to national security.]

[removed: With respect to information security, we] [added: We] are [added: also] subject to [added: public disclosure requirements related to cyber incidents, such as] the U.S. Securities and Exchange Commission (the [removed: “SEC”)] [added: SEC)] disclosure rules that require, among other things, disclosing material cybersecurity incidents in a Current Report on Form 8-K, generally within four business days of determining an incident is material.

In the EU, we are subject to the General Data Protection Regulation (the [removed: “GDPR”)] [added: GDPR)] and its equivalent in the U.K., which requires, among other things, a comprehensive privacy, data protection and information security program to protect the personal and sensitive data of EEA residents.

Several regulators and policymakers around the globe use the GDPR as a reference to adopt new or updated privacy, data [removed: protection] and information security laws and regulations, although divergences have occurred.

Laws and regulations in this area are constantly evolving due to several factors, including increasing data collection and data flows, numerous data breaches and security incidents, more sensitive data categories, and emerging technologies such as AI (which is now subject to regulation in the EU as well as other [removed: places).]

MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [removed: 23][added: 25]

[added: In] addition, the interpretation and application of these privacy, [removed: data protection] [added: data, AI] and information security laws and regulations are often uncertain and in a state of flux, thus requiring constant monitoring [removed: for compliance.][added: and governance.]

[removed: Sustainability Disclosures. Various] [added: Additionally, various] jurisdictions have adopted or are increasingly considering adopting laws, regulations and oversight expectations requiring disclosure on environmental, social and governance matters.

Additional Regulatory Developments. Various regulatory agencies [removed: also] [added: around the world] continue to examine a wide variety of issues that could impact us, including evolving laws and guidance surrounding buy-now-pay-later, open [removed: banking,] [added: finance,] credit reporting, digital [removed: currencies,] [added: currencies (including stablecoins),] marijuana, prepaid payroll cards, identity theft, account management guidelines, disclosure rules, marketing and operational resilience.

For more information about our capital structure, including our Class A common stock (our voting stock) and Class B common stock (our non-voting stock), see Note [removed: 16] [added: 14] (Stockholders' Equity) to the consolidated financial statements included in Part II, Item 8.

The information contained on our corporate website, including, but not limited to, our [removed: Environmental, Social and Governance] [added: Impact] Report and our U.S. Consolidated EEO-1 Report, is not incorporated by reference into this Report.

[removed: 24] [added: 26] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K

| | | | Privacy, [removed: Data Protection,] [added: Data,] AI and Information Security | | | | | | | | | | | | Stakeholder Relationships | | | | | | Acquisitions and Strategic Investments | | | | | |

MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [removed: 25][added: 27]

See “Business - Government Regulation” in Part I, Item 1 and Note [removed: 21] [added: 19] (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8 for more details.

[removed: 26] [added: 28] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K

[removed: jurisdictions may have with respect to our business, including our decision to suspend business operations in Russia,] [added: particular market,] such jurisdictions may decide to begin to or increase their focus on growing local payment networks and other solutions.

Privacy, [removed: Data Protection,] [added: Data,] AI and Information Security

We are subject to increasingly complex, [removed: fragmented and] [added: fragmented, overlapping and/or] divergent laws and regulations related to privacy and data protection, data use and governance, AI and information security [added: (including with respect to cybersecurity and cyber-risk)] in the jurisdictions in which we do business.

[removed: As a result, new] [added: New] or updated [removed: privacy and data protection and information security] laws and regulations have led, and may continue to lead, to similar, stricter or at times conflicting requirements, creating an uncertain regulatory environment.

For example, some jurisdictions have implemented or are otherwise considering requirements to collect, store and/or process data within their borders, as well as prohibitions on the transfer of [added: and access to] data abroad, leading to technological and operational implications.

Failure to comply with any of these laws, regulations and requirements (including as a result of conflicting regulations) could result in fines, sanctions or other enforcement actions or [removed: penalties,] [added: penalties (both civil and criminal),] which could materially and adversely affect our results of operations and overall business, as well as have an impact on our reputation.

How our use and deployment of AI will be regulated is still developing as policymakers around the world consider how to regulate AI, and uncertainty remains as to how AI technology [added: or its application (such as in agentic commerce)] will continue to advance.

Our implementation of robust AI governance and risk management [removed: frameworks aimed at complying] [added: frameworks, designed to ensure our responsible use of AI and help us to comply] with emerging laws and [removed: regulations] [added: regulations,] may not be sufficient protection against these emerging risks.

For example, [removed: our acquisition of Recorded Future,] [added: as] a [added: provider of] global threat intelligence [removed: company, increases our] [added: services through Recorded Future, we are subject to increased] exposure to certain laws and regulations, including global cybercrime and other laws and regulations in various jurisdictions.

We also need to provide increased care in our data management, [removed: governance and] [added: governance,] quality [added: and accuracy] practices, particularly as it relates to the use of data in products leveraging AI.

[removed: This could impact the products and services we offer and other aspects of our business, such as fraud] monitoring, the need for improved data management, [removed: governance and] [added: governance,] quality [added: and accuracy] practices, the development of information-based products and solutions, and technology operations.

In addition, these requirements may increase the costs to our customers of [added: issuing payment products or using information products, which may, in turn, decrease the number of our products that they offer.]

MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [removed: 27][added: 29]

- Issuer and Acquirer Practices Legislation and Regulation. Certain regulations [added: or legislation] that [added: do or could] impact our issuers and acquirers [added: (such as caps on issuer interest rates)] may impact various aspects of our business.

[removed: For example,] [added: Additionally,] strong authentication requirements within the EU’s Payment Services Directive in the EEA could increase the number of transactions consumers abandon if we are unable to secure a frictionless authentication experience under these standards.

[removed: 28] [added: 30] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K

We are a defendant in a number of civil litigations and regulatory proceedings and investigations, including among others, those alleging violations of competition and antitrust law and those involving intellectual property claims (as described in Note [removed: 21] [added: 19] (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8).

Any future limitations resulting from the outcomes of any litigation [added: and litigation settlements (such as the Rules Relief Class settlement as described in Note 19 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8)] or regulatory proceeding, including any changes to our rules or business practices, could impact our relationships with our customers, including reducing the volume of business that we do with them, which may materially and adversely affect our overall business and results of operations.

MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [removed: 29][added: 31]

We do not maintain operations, assets or licensed customers in Iran.

While we currently have no operations in Syria, we are evaluating market entry in strict accordance with applicable laws and restrictions.

With respect to information security, we are subject to new and evolving cyber notification regimes, including data protection authorities, cyber authorities and law-enforcement.

places).

The focus of such efforts includes climate-related matters, as well as social matters, such as human rights, the treatment of employees and other workforce-related matters.

Moreover, because of various concerns jurisdictions may have with respect to our business, including any decisions we may make relating to entering or exiting a

With respect to information security, any single breach could require parallel notifications to data protection authorities, cyber authorities and/or law-enforcement, often requiring different thresholds, reporting deadlines and formats.

This could impact the products and services we offer and other aspects of our business, such as fraud

Participants may also withhold rights to data we use to power our solutions in order to support their own potential future solutions, potentially impacting the effectiveness of our solutions.

Authorities in the EU are also revising standards relating to the authentication of transactions, which may increase the number of transactions that consumers abandon if we are unable to ensure a frictionless authentication experience under the new standards.

In

Regulations already adopted or being considered include required corporate reporting and disclosures on topics with respect to climate, such as the U.K. Streamlined Energy and Carbon Reporting, the EU Corporate Sustainability Reporting Directive (“EU CSRD”), and, to the extent they become effective, SEC rules related to climate change.

Other adopted or potential regulations focus on social topics, including human rights, such as the EU Corporate Sustainability Due Diligence Directive, the treatment of employees and diversity of workforce, such as in the EU CSRD.

Moreover, because of various concerns

While policymakers around the globe often look to the EU and the GDPR when adopting new or updated privacy and data protection laws, divergences have occurred and continue to occur.

issuing payment products or using information products, which may, in turn, decrease the number of our products that they offer.

patent infringement or demanding significant license fees; the scope of, as well as customer and merchant resistance to, industry-wide solutions and standards (such as those related to tokenization or other safety and security technologies); any difficulty we may experience in attracting and retaining employees with technology expertise; and the need to invest resources for new technologies, which could lead to further additional expenses.

Information Security and Operational Resilience

Information security incidents or account data compromise events could disrupt our business, damage our reputation, increase our costs and cause losses.

Information security risks for payments and technology companies such as ours have significantly increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, “hacktivists”, terrorists, nation-states, state-sponsored actors and other external parties.

These threats may derive from fraud or malice on the part of our employees or third parties, or may result from human error, software bugs, server malfunctions, software or hardware failure or other technological failure.

These threats include cyber-attacks such as computer viruses, denial-of-service attacks, malicious code (including ransomware), social-engineering attacks (including phishing attacks) or information security breaches and could lead to the misappropriation or loss of consumer account and other information and identity theft.

These types of threats have risen

Refer to Note [removed: 13 (Accrued Expenses and Accrued Litigation) and Note 21] [added: 19] (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

| | | | | | | [removed: ] [added: ] | | | | | | | | | | | | | | |

| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. [removed: (Check One):] | | | | | | | | | | | | | | | | | | | | | | | |

| Non-accelerated filer | | | ☐ | | | [removed: (do not check if a smaller reporting company)] | | | Smaller reporting company | | | ☐ | | | | | | | | | | | |

The aggregate market value of the registrant’s Class A common [removed: stock, par value $0.0001 per share,] [added: stock] held by non-affiliates (using the New York Stock Exchange closing price as of June [removed: 28, 2024,] [added: 30, 2025,] the last business day of the registrant’s most recently completed second fiscal quarter) was approximately [removed: $364.4] [added: $505.0] billion.

There is currently no established public trading market for the registrant’s Class B common [removed: stock, par value $0.0001 per share.][added: stock.]

| Portions of the registrant’s definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference into Part III hereof. | | |

[removed: ][added: ]

MASTERCARD INCORPORATED FISCAL YEAR [removed: 2024] [added: 2025] FORM 10-K ANNUAL REPORT

| PART I | | | [removed: [6](#ic73669c37deb437ebc9a21db437a6a87_16)] [added: [6](#ic4d04a8f58ca4e498033868f24933720_16)] | | | [Item [removed: 1.](#ic73669c37deb437ebc9a21db437a6a87_16)] [added: 1.](#ic4d04a8f58ca4e498033868f24933720_16)] | | | [removed: [Business](#ic73669c37deb437ebc9a21db437a6a87_16)] [added: [Business](#ic4d04a8f58ca4e498033868f24933720_16)] | | |

| [removed: [25](#ic73669c37deb437ebc9a21db437a6a87_19)] [added: [27](#ic4d04a8f58ca4e498033868f24933720_19)] | | | [Item [removed: 1A.](#ic73669c37deb437ebc9a21db437a6a87_19)] [added: 1A.](#ic4d04a8f58ca4e498033868f24933720_19)] | | | [Risk [removed: factors](#ic73669c37deb437ebc9a21db437a6a87_19)] [added: factors](#ic4d04a8f58ca4e498033868f24933720_19)] | | | | | |

| [removed: [39](#ic73669c37deb437ebc9a21db437a6a87_22)] [added: [41](#ic4d04a8f58ca4e498033868f24933720_22)] | | | [Item [removed: 1B.](#ic73669c37deb437ebc9a21db437a6a87_22)] [added: 1B.](#ic4d04a8f58ca4e498033868f24933720_22)] | | | [Unresolved staff [removed: comments](#ic73669c37deb437ebc9a21db437a6a87_22)] [added: comments](#ic4d04a8f58ca4e498033868f24933720_22)] | | | | | |

| [removed: [39](#ic73669c37deb437ebc9a21db437a6a87_25)] [added: [41](#ic4d04a8f58ca4e498033868f24933720_25)] | | | [Item [removed: 1C.](#ic73669c37deb437ebc9a21db437a6a87_25)] [added: 1C.](#ic4d04a8f58ca4e498033868f24933720_25)] | | | [removed: [Cybersecurity](#ic73669c37deb437ebc9a21db437a6a87_25)] [added: [Cybersecurity](#ic4d04a8f58ca4e498033868f24933720_25)] | | | | | |

| [removed: [41](#ic73669c37deb437ebc9a21db437a6a87_28)] [added: [43](#ic4d04a8f58ca4e498033868f24933720_28)] | | | [Item [removed: 2.](#ic73669c37deb437ebc9a21db437a6a87_28)] [added: 2.](#ic4d04a8f58ca4e498033868f24933720_28)] | | | [removed: [Properties](#ic73669c37deb437ebc9a21db437a6a87_28)] [added: [Properties](#ic4d04a8f58ca4e498033868f24933720_28)] | | | | | |

| [removed: [41](#ic73669c37deb437ebc9a21db437a6a87_31)] [added: [43](#ic4d04a8f58ca4e498033868f24933720_31)] | | | [Item [removed: 3.](#ic73669c37deb437ebc9a21db437a6a87_31)] [added: 3.](#ic4d04a8f58ca4e498033868f24933720_31)] | | | [Legal [removed: proceedings](#ic73669c37deb437ebc9a21db437a6a87_31)] [added: proceedings](#ic4d04a8f58ca4e498033868f24933720_31)] | | | | | |

| [removed: [41](#ic73669c37deb437ebc9a21db437a6a87_34)] [added: [43](#ic4d04a8f58ca4e498033868f24933720_34)] | | | [Item [removed: 4.](#ic73669c37deb437ebc9a21db437a6a87_34)] [added: 4.](#ic4d04a8f58ca4e498033868f24933720_34)] | | | [Mine safety [removed: disclosures](#ic73669c37deb437ebc9a21db437a6a87_34)] [added: disclosures](#ic4d04a8f58ca4e498033868f24933720_34)] | | | | | |

| | | | [removed: [42](#ic73669c37deb437ebc9a21db437a6a87_37)] [added: [44](#ic4d04a8f58ca4e498033868f24933720_37)] | | | [removed: [\-](#ic73669c37deb437ebc9a21db437a6a87_37)] [added: [\-](#ic4d04a8f58ca4e498033868f24933720_37)] | | | [Information about our executive [removed: officers](#ic73669c37deb437ebc9a21db437a6a87_37)] [added: officers](#ic4d04a8f58ca4e498033868f24933720_37)] | | |

| PART II | | | [removed: [45](#ic73669c37deb437ebc9a21db437a6a87_43)] [added: [48](#ic4d04a8f58ca4e498033868f24933720_43)] | | | [Item [removed: 5.](#ic73669c37deb437ebc9a21db437a6a87_43)] [added: 5.](#ic4d04a8f58ca4e498033868f24933720_43)] | | | [Market for registrant’s common equity, related stockholder matters and issuer purchases of equity [removed: securities](#ic73669c37deb437ebc9a21db437a6a87_43)] [added: securities](#ic4d04a8f58ca4e498033868f24933720_43)] | | |

| [removed: [45](#ic73669c37deb437ebc9a21db437a6a87_46)] [added: [48](#ic4d04a8f58ca4e498033868f24933720_46)] | | | [Item [removed: 6.](#ic73669c37deb437ebc9a21db437a6a87_46)] [added: 6.](#ic4d04a8f58ca4e498033868f24933720_46)] | | | Reserved | | | | | |

| [removed: [46](#ic73669c37deb437ebc9a21db437a6a87_49)] [added: [49](#ic4d04a8f58ca4e498033868f24933720_49)] | | | [Item [removed: 7.](#ic73669c37deb437ebc9a21db437a6a87_49)] [added: 7.](#ic4d04a8f58ca4e498033868f24933720_49)] | | | [Management’s discussion and analysis of financial condition and results of [removed: operations](#ic73669c37deb437ebc9a21db437a6a87_49)] [added: operations](#ic4d04a8f58ca4e498033868f24933720_49)] | | | | | |

| [removed: [60](#ic73669c37deb437ebc9a21db437a6a87_91)] [added: [63](#ic4d04a8f58ca4e498033868f24933720_88)] | | | [Item [removed: 7A.](#ic73669c37deb437ebc9a21db437a6a87_91)] [added: 7A.](#ic4d04a8f58ca4e498033868f24933720_88)] | | | [Quantitative and qualitative disclosures about market [removed: risk](#ic73669c37deb437ebc9a21db437a6a87_91)] [added: risk](#ic4d04a8f58ca4e498033868f24933720_88)] | | | | | |

| [removed: [61](#ic73669c37deb437ebc9a21db437a6a87_94)] [added: [64](#ic4d04a8f58ca4e498033868f24933720_91)] | | | [Item [removed: 8.](#ic73669c37deb437ebc9a21db437a6a87_94)] [added: 8.](#ic4d04a8f58ca4e498033868f24933720_91)] | | | [Financial statements and supplementary [removed: data](#ic73669c37deb437ebc9a21db437a6a87_94)] [added: data](#ic4d04a8f58ca4e498033868f24933720_91)] | | | | | |

| [removed: [108](#ic73669c37deb437ebc9a21db437a6a87_202)] [added: [112](#ic4d04a8f58ca4e498033868f24933720_199)] | | | [Item [removed: 9.](#ic73669c37deb437ebc9a21db437a6a87_202)] [added: 9.](#ic4d04a8f58ca4e498033868f24933720_199)] | | | [Changes in and disagreements with accountants on accounting and financial [removed: disclosure](#ic73669c37deb437ebc9a21db437a6a87_202)] [added: disclosure](#ic4d04a8f58ca4e498033868f24933720_199)] | | | | | |

| [removed: [108](#ic73669c37deb437ebc9a21db437a6a87_205)] [added: [112](#ic4d04a8f58ca4e498033868f24933720_202)] | | | [Item [removed: 9A.](#ic73669c37deb437ebc9a21db437a6a87_205)] [added: 9A.](#ic4d04a8f58ca4e498033868f24933720_202)] | | | [Controls and [removed: procedures](#ic73669c37deb437ebc9a21db437a6a87_205)] [added: procedures](#ic4d04a8f58ca4e498033868f24933720_202)] | | | | | |

| [removed: [109](#ic73669c37deb437ebc9a21db437a6a87_208)] [added: [113](#ic4d04a8f58ca4e498033868f24933720_205)] | | | [Item [removed: 9B.](#ic73669c37deb437ebc9a21db437a6a87_208)] [added: 9B.](#ic4d04a8f58ca4e498033868f24933720_205)] | | | [Other [removed: information](#ic73669c37deb437ebc9a21db437a6a87_208)] [added: information](#ic4d04a8f58ca4e498033868f24933720_205)] | | | | | |

| PART III | | | [removed: [111](#ic73669c37deb437ebc9a21db437a6a87_217)] [added: [115](#ic4d04a8f58ca4e498033868f24933720_217)] | | | [Item [removed: 10.](#ic73669c37deb437ebc9a21db437a6a87_217)] [added: 10.](#ic4d04a8f58ca4e498033868f24933720_217)] | | | [Directors, executive officers and corporate [removed: governance](#ic73669c37deb437ebc9a21db437a6a87_217)] [added: governance](#ic4d04a8f58ca4e498033868f24933720_217)] | | |

| [removed: [111](#ic73669c37deb437ebc9a21db437a6a87_220)] [added: [115](#ic4d04a8f58ca4e498033868f24933720_220)] | | | [Item [removed: 11.](#ic73669c37deb437ebc9a21db437a6a87_220)] [added: 11.](#ic4d04a8f58ca4e498033868f24933720_220)] | | | [Executive [removed: compensation](#ic73669c37deb437ebc9a21db437a6a87_220)] [added: compensation](#ic4d04a8f58ca4e498033868f24933720_220)] | | | | | |

| [removed: [111](#ic73669c37deb437ebc9a21db437a6a87_223)] [added: [115](#ic4d04a8f58ca4e498033868f24933720_223)] | | | [Item [removed: 12.](#ic73669c37deb437ebc9a21db437a6a87_223)] [added: 12.](#ic4d04a8f58ca4e498033868f24933720_223)] | | | [Security ownership of certain beneficial owners and management and related stockholder [removed: matters](#ic73669c37deb437ebc9a21db437a6a87_223)] [added: matters](#ic4d04a8f58ca4e498033868f24933720_223)] | | | | | |

| [removed: [111](#ic73669c37deb437ebc9a21db437a6a87_226)] [added: [115](#ic4d04a8f58ca4e498033868f24933720_226)] | | | [Item [removed: 13.](#ic73669c37deb437ebc9a21db437a6a87_226)] [added: 13.](#ic4d04a8f58ca4e498033868f24933720_226)] | | | [Certain relationships and related transactions, and director [removed: independence](#ic73669c37deb437ebc9a21db437a6a87_226)] [added: independence](#ic4d04a8f58ca4e498033868f24933720_226)] | | | | | |

| [removed: [111](#ic73669c37deb437ebc9a21db437a6a87_229)] [added: [115](#ic4d04a8f58ca4e498033868f24933720_229)] | | | [Item [removed: 14.](#ic73669c37deb437ebc9a21db437a6a87_229)] [added: 14.](#ic4d04a8f58ca4e498033868f24933720_229)] | | | [Principal accountant fees and [removed: services](#ic73669c37deb437ebc9a21db437a6a87_229)] [added: services](#ic4d04a8f58ca4e498033868f24933720_229)] | | | | | |

| PART IV | | | [removed: [113](#ic73669c37deb437ebc9a21db437a6a87_235)] [added: [117](#ic4d04a8f58ca4e498033868f24933720_235)] | | | [Item [removed: 15.](#ic73669c37deb437ebc9a21db437a6a87_235)] [added: 15.](#ic4d04a8f58ca4e498033868f24933720_235)] | | | [Exhibits and financial statement [removed: schedules](#ic73669c37deb437ebc9a21db437a6a87_235)] [added: schedules](#ic4d04a8f58ca4e498033868f24933720_235)] | | |

| [removed: [113](#ic73669c37deb437ebc9a21db437a6a87_238)] [added: [117](#ic4d04a8f58ca4e498033868f24933720_238)] | | | [Item [removed: 16.](#ic73669c37deb437ebc9a21db437a6a87_238)] [added: 16.](#ic4d04a8f58ca4e498033868f24933720_238)] | | | [Form 10-K [removed: summary](#ic73669c37deb437ebc9a21db437a6a87_238)] [added: summary](#ic4d04a8f58ca4e498033868f24933720_238)] | | | | | |

MASTERCARD [removed: 2024] [added: 2025] FORM 10-K 3

4 MASTERCARD [removed: 2024] [added: 2025] FORM 10-K

| | | | | | | [Item 1. [removed: Business](#ic73669c37deb437ebc9a21db437a6a87_16)] [added: Business](#ic4d04a8f58ca4e498033868f24933720_16)] | | | | | | | | | | | |

| | | | | | | [Item 1A. Risk [removed: factors](#ic73669c37deb437ebc9a21db437a6a87_19)] [added: factors](#ic4d04a8f58ca4e498033868f24933720_19)] | | | | | | | | | | | |

| | | | | | | [Item 1B. Unresolved staff [removed: comments](#ic73669c37deb437ebc9a21db437a6a87_22)] [added: comments](#ic4d04a8f58ca4e498033868f24933720_22)] | | | | | | | | | | | |

| | | | | | | [Item 1C. [removed: C](#ic73669c37deb437ebc9a21db437a6a87_25)ybersecurity] [added: C](#ic4d04a8f58ca4e498033868f24933720_25)ybersecurity] | | | | | | | | | | | |

| | | | | | | [Item 2. [removed: Properties](#ic73669c37deb437ebc9a21db437a6a87_28)] [added: Properties](#ic4d04a8f58ca4e498033868f24933720_28)] | | | | | | | | | | | |

| | | | | | | [Item 3. Legal [removed: proceedings](#ic73669c37deb437ebc9a21db437a6a87_31)] [added: proceedings](#ic4d04a8f58ca4e498033868f24933720_31)] | | | | | | | | | | | |

As of February 6, 2026, there were 885,216,386 shares outstanding of the registrant’s Class A common stock and 6,595,925 shares outstanding of the registrant’s Class B common stock.

| [113](#ic4d04a8f58ca4e498033868f24933720_211) | | | [Item 9C.](#ic4d04a8f58ca4e498033868f24933720_211) | | | [Disclosure](#ic4d04a8f58ca4e498033868f24933720_211) [r](#ic4d04a8f58ca4e498033868f24933720_211)[egarding](#ic4d04a8f58ca4e498033868f24933720_211) [f](#ic4d04a8f58ca4e498033868f24933720_211)[oreign](#ic4d04a8f58ca4e498033868f24933720_211) [j](#ic4d04a8f58ca4e498033868f24933720_211)[urisdictions that](#ic4d04a8f58ca4e498033868f24933720_211) [p](#ic4d04a8f58ca4e498033868f24933720_211)[revent](#ic4d04a8f58ca4e498033868f24933720_211) [i](#ic4d04a8f58ca4e498033868f24933720_211)[nspections](#ic4d04a8f58ca4e498033868f24933720_211) | | | | | |

| $32.8B | | | | | | | | | | | | $15.0B | | | | | | | | | | | | $16.52 | | | | | |

| up 16% | | | | | | | | | | | | up 16% | | | | | | | | | | | | up 19% | | | | | |

| $32.8B | | | | | | | | | | | | $15.4B | | | | | | | | | | | | $17.01 | | | | | |

| up 15% | | | | | | | | | | | | up 13% | | | | | | | | | | | | up 15% | | | | | |

| $14.5B | | | | | | | | | | | | $11.7B | | | Repurchased shares | | | | | | | | | $17.6B | | | | | |

| $10.6T | | | | | | | | | | | | up 15% | | | | | | | | | | | | 175.5B | | | | | |

| up 9% | | | | | | | | | | | | | | | | | | up 10% | | | | | | | | | | | |

| Consumer Credit | | | | | | $ | 3,878 | | | | | 8 | | % | | | | 37 | | % | | | | 1,083 | | | | | | 3 | | % | | | |

We attract, develop and retain top talent to deliver on Mastercard’s strategic priorities and to grow high-performing leaders.

We foster an environment where everyone has the opportunity to succeed, delivering positive impact for the business and for communities across the globe.

In addition to our products and services, we use AI to enhance our operations and our employee productivity.

Doing Well by Doing Good. We are powering economies and empowering people, with an aim toward building a sustainable economy where everyone prospers.

We pursue these strategic goals because it is right for our business.

When we bring more people, in more places, into the digital economy we grow our customers, our partnerships and our revenue.

For a thriving economy where people prosper, we need a healthy environment, which is why our efforts to preserve the planet play an important role.

We also provide switched transaction services to customers where the merchant country and the country of issuance are the same (“domestic transactions”).

We switch more than 70% of all transactions for Mastercard and Maestro-branded cards, including nearly all cross-border transactions.

Consumer Payments

| | | | In 2025, we launched products aimed at driving top-of-wallet behavior by consumers (including offerings aimed at affluent consumers) such as: •The Mastercard Collection™, a comprehensive set of premium benefits •World Legend™ Mastercard, our most prestigious consumer card that is available to issuers globally •Mastercard One Credential™, which provides consumers greater control and choice of their preferred funding option across a wide range of our payments solutions | | | | | | | | |

We also offer applications and services to enable bill payments for consumers, businesses and governments in select jurisdictions.

| We offer platforms, products and applications that apply our payments capabilities to capture commercial and new payment flows, enabling us to serve the needs of a significant addressable market. Commercial We offer commercial credit, debit and prepaid payment products and solutions that meet the payment needs of large corporations, midsize companies, small businesses and government entities at the point of sale. Our point-of-sale solutions streamline procurement and payment processes, manage information and expenses (such as travel and entertainment) and reduce administrative costs. Our point-of-sale offerings include: •Small business cards (credit, debit and prepaid) tailored to small and medium businesses | | | | | | Key 2025 Developments | | | | | |

| | | | •As of the end of 2025, we had embedded our virtual card technology in more than 10 global B2B and travel and expense platforms (more than double the number of platforms in 2024), increasing the opportunity for financial institutions and businesses to integrate card payments into their existing corporate invoice payment workflows. | | | | | | | | |

We also offer solutions designed to enable businesses or governments to make invoiced payments to businesses with whom they have a trusted relationship for goods and services.

As part of our solutions, we offer a platform to optimize supplier payment enablement campaigns for financial institutions.

Across both point-of-sale and invoiced payments, we offer a Virtual Card Number (VCN) solution, which is generated dynamically from an existing account and leverages the existing funds and/or credit limit of that funding account.

- We partner with digital messaging and payment platforms to enable consumers to send money directly within applications to other consumers.

- We partner with central banks, fintechs and financial institutions to more efficiently enable, as applicable, distribution of social and economic assistance and business-to-consumer (“B2C”) disbursements across various use cases (such as wallet funding, cash payouts, gig worker payouts and insurance claims).

- We enable a wide range of cross-border payment flows and use cases to customers (including trade payments, remittances and disbursements).

| | | | •We launched Mastercard Agent Pay™, a new framework designed to enable secure, scalable and trusted payments in agentic commerce. The solution enables AI-assisted and fully automated agent-based payments across Mastercard's acceptance network. The solution builds upon our existing tokenization capabilities (including Agentic Tokens) and dispute management capabilities. In 2025, we enabled all U.S.-based Mastercard cardholders to participate in this program, with a global launch scheduled for early 2026. Merchants are currently able to participate without the need for significant development or integration. •In 2025, we continued our efforts to support stablecoin across our network by: ◦Enabling the spending of crypto and stablecoin assets across Mastercard's acceptance network through approximately 130 crypto co-brand card programs ◦Embedding stablecoins into our Mastercard Move platform, which allows customers to send and receive stablecoin flows seamlessly •In 2025, approximately 40% of all Mastercard transactions are now tokenized | | | | | | | | |

- Creating solutions to unlock new blockchain-based business models. We continue to expand our capabilities to support emerging blockchain‑based payment models through a controlled and risk‑managed framework, applying robust due‑diligence and monitoring standards for partners operating in the digital asset ecosystem.

Our solutions enable consumers to use our cards to purchase digital assets and spend those balances across our acceptance network using crypto co-brand cards.

Additionally, we support the settlement of stablecoins over our network.

| | | | •In 2025, we launched Mastercard Threat Intelligence, which combines Mastercard’s payment expertise and global network visibility with Recorded Future’s leading cyber threat intelligence capabilities in order to prevent payment fraud by proactively detecting cyberattacks. This new service complements our existing cybersecurity intelligence, fraud scoring and defense functionalities. •In 2025, we launched Mastercard Commerce Media™, a new digital media network aimed at making advertising more personalized, relevant and effective. Mastercard Commerce Media helps advertisers provide tailored offers to the right consumer at the right time by using our proprietary spend insights as well as measuring the effectiveness of the advertisements. •In 2025, we announced Mastercard Account-to-Account Protect, a new solution designed to combine our fraud prevention technology with a new dispute resolution framework in order to safeguard consumers when making account-to-account payments. •In 2025, we launched Merchant Cloud, a unified platform designed to offer a single point of entry to cutting-edge payment services (including payment gateways, security solutions and data) to simplify and support commerce growth in the global acceptance ecosystem and deliver exceptional experiences for end users. | | | | | | | | |

- Remediation solutions designed to facilitate the flow of information to ensure consumers have transparency of their transaction data, as well as solutions designed to communicate and remediate disputes related to either fraud or failures in delivery of services to consumers.

- Issuer and merchant loyalty services, which blend strategy, services, data and technology to deliver loyalty solutions designed to drive consumer engagement with measurable results for our customers.

We enable a loyalty ecosystem (deeply integrated within our global payments network) that benefits merchants, financial institutions and consumers via personalized offers, rewards and redemptions, empowering our customers to create experiences unique to their brand and consumers and achieve long-lasting loyalty.

We offer solutions that provide data insights, analytics and advisory services, all of which are designed to help our customers operate with agility, optimize performance and profitability, and innovate for future growth.

- Business and operational intelligence solutions consisting of real-time business insights, industry research, economic intelligence and expert-driven recommendations designed to support informed decision-making, monitor performance and respond to macro trends.

As of February 7, 2025, there were 904,889,521 shares outstanding of the registrant’s Class A common stock, par value $0.0001 per share and 6,818,985 shares outstanding of the registrant’s Class B common stock, par value $0.0001 per share.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [109](#ic73669c37deb437ebc9a21db437a6a87_2245) | | | [Item 9C.](#ic73669c37deb437ebc9a21db437a6a87_2245) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ic73669c37deb437ebc9a21db437a6a87_2245) | | | | | |

| $28.2B | | | | | | | | | | | | $12.9B | | | | | | | | | | | | $13.89 | | | | | |

| up 12% | | | | | | | | | | | | up 15% | | | | | | | | | | | | up 17% | | | | | |

| $28.2B | | | | | | | | | | | | $13.5B | | | | | | | | | | | | $14.60 | | | | | |

| up 13% | | | | | | | | | | | | up 18% | | | | | | | | | | | | up 21% | | | | | |

| $13.4B | | | | | | | | | | | | $11.0B | | | Repurchased shares | | | | | | | | | $14.8B | | | | | |

| $9.8T | | | | | | | | | | | | up 18% | | | | | | | | | | | | 159.4B | | | | | |

| up 11% | | | | | | | | | | | | | | | | | | up 11% | | | | | | | | | | | |

| Consumer Credit | | | | | | $ | 3,634 | | | | | 9 | | % | | | | 37 | | % | | | | 1,070 | | | | | | 5 | | % | | | |

As we drive value, our services and other solutions generate revenue while helping to accelerate our overall financial performance.

We attract, develop and retain top talent, in alignment with our strategic priorities.

We foster a working environment that benefits and provides equal opportunities for all of our employees, where people have opportunities to perform purpose-driven work that advances our business objectives by delivering a positive impact on communities, customers and co-workers across the globe.

This structure has the potential to be extended to new opportunities.

Doing Well by Doing Good. Sustainable impact is fundamental to our business strategy.

We leverage our employees, technology, resources, partnerships and expertise to address social, economic and environmental challenges, while at the same time creating markets for future growth and driving long-term value for stockholders.

| | | | •In 2024, we began processing domestic transactions in China through our joint venture. Mastercard-branded cards are now accepted for both domestic and cross-border purchases. | | | | | | | | |

Consumer Debit. We support a range of payment products and solutions that allow our customers to provide consumers with convenient access to funds in deposit and other accounts.

Our debit and deposit access programs can be used to make purchases and to obtain cash from bank branches, at ATMs and, in some cases, at the point of sale.

Our branded debit programs consist of Mastercard (including standard, premium and affluent offerings), Maestro (our PIN-based solution that operates globally) and Cirrus (our primary global cash access solution).

We offer platforms, products and applications that apply our payments capabilities to capture commercial and new payment flows, enabling us to serve the needs of a significant addressable market.

Commercial

We offer commercial credit, debit and prepaid payment products and solutions that meet the payment needs of large corporations, midsize companies, small businesses and government entities at the point of sale.

Our point-of-sale solutions streamline procurement and payment processes, manage information and expenses (such as travel and entertainment) and reduce administrative costs.

Our point-of-sale offerings include:

- Small business cards (credit, debit and prepaid) tailored to small and medium businesses

| | | | In 2024, we continued to drive VCN adoption by: •Integrating for corporate payers our VCN solution into several third-party technology platforms to help streamline and automate card-based payment processes. •Offering suppliers Mastercard Receivables Manager, a platform that helps automate the process of receiving payment by virtual card and can enable the provision of enhanced data to support reconciliation. •Providing companies of all sizes the ability to include a virtual card in a digital wallet, enabling a consumer-like experience for business payments and providing robust spend controls. | | | | | | | | |

| | | | •In 2024, we launched our Alias-Based Remittances and Payouts platform, which is designed to remove the friction of manually capturing required information to complete cross-border remittances and disbursements. The solution simplifies the experience for both senders and receivers by using a beneficiary’s existing alias (such as their phone number or email) instead of requiring senders to ask for personal information or manually entering such information into numerous fields in order to make cross-border payments. | | | | | | | | |

| | | | In 2024, we reached significant milestones with our contactless, Click to Pay and tokenization efforts: •Contactless payments now represent approximately 70% of all in-person purchase transactions on Mastercard-branded cards •Click to Pay transactions almost doubled year-over-year •Approximately 30% of all Mastercard transactions are now tokenized | | | | | | | | |

- Creating solutions to unlock new blockchain-based business models. Through a principled approach (including applying prudent risk management practices and maintaining continuous monitoring of our partners that are active in the digital asset market), we are focused on supporting blockchain ecosystems and digital currencies.

We integrate with financial institutions using the Mastercard Multi-Token Network™ to enable programmable payments, which helps make transactions within blockchain ecosystems more secure, scalable and interoperable.

We work with a wide range of crypto players to enable consumers to buy cryptocurrencies on card and spend those balances anywhere our brands are accepted.

| | | | •We completed our acquisition of Recorded Future, a global threat intelligence company, which adds threat intelligence capabilities to our identity, fraud prevention, real-time decisioning and cybersecurity services. •We launched Decision Intelligence Pro, the next generation of our Decision Intelligence™ real-time fraud solution. This enhancement, which leverages generative AI techniques to produce additional data points to help assess the validity of a transaction, boosts fraud detection rates. •We acquired subscription management capabilities that complement our existing offerings to provide consumers with greater clarity and control of their finances. | | | | | | | | |

- Prevention solutions designed to help customers establish and strengthen measures that keep systems, applications and data secure from potential security risks.

We continue to grow global usage of EMV chip and contactless security technology, helping to reduce fraud.

We also utilize our technology to evaluate and continuously monitor the cybersecurity posture of organizations worldwide, offering insights into potential vulnerabilities and risks.

- Identification solutions designed to help banks and merchants verify identities and authenticate consumers during digital interactions like account openings, account access and money movements using identity data and identity signals, device intelligence, biometric technologies and behavioral user data assessments.

Offerings within this area include:

MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [removed: 39][added: 41]

Program highlights

- We are committed to the responsible handling of personal information, and we balance our product development activities with a commitment to transparency and control, fairness and non-discrimination, as well as accountability

- Our multi-layered privacy, data protection and information security programs and practices are designed to ensure the safety, security and responsible use of the information and data our stakeholders entrust to us

- We work with our customers, governments, policymakers and others to help develop and implement standards for safe and secure transactions, as well as privacy-centric data practices

- Our programs are informed by third-party assessments and advice regarding best practices from consultants, peer companies and advisors

- Our programs are designed to align with internationally recognized privacy, data protection and information security standards and undergo regular certifications and attestations

- We continually test our systems to discover and address any potential vulnerabilities

- We have processes for evaluating (among other things) the privacy, data protection and information security infrastructure of our third-party providers (including examining any relevant records), and we seek to manage third-party risk with procedures to onboard our third-party providers, monitor their activity during our engagement (where possible) and off-board such third-party service providers at the end of our engagement

- We maintain a business continuity program and cyber insurance coverage

Governance and oversight of privacy, data protection and information security

Board and Committee responsibilities

Our Board and Risk Committee have specific oversight responsibilities with respect to cybersecurity and privacy risk:

Our Board and the Risk Committee also receive information about these topics as part of regular [removed: business and] [added: business,] legal and regulatory updates.

[removed: 40] [added: 42] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K

Program highlights

- We are committed to the responsible handling of personal information, and we balance our product development activities with a commitment to transparency and control, fairness and non-discrimination, as well as accountability

- Our multi-layered privacy, data protection and information security programs and practices are designed to ensure the security and responsible use of the information and data our stakeholders entrust to us

- We work with our customers, governments, policymakers and others to help develop and implement standards for secure transactions, as well as privacy-centric data practices

- Our programs are informed by third-party assessments and advice regarding best practices from consultants, peer companies and advisors

- Our programs are designed to align with internationally recognized privacy, data protection and information security standards and undergo regular certifications and attestations

- We continually test our systems to discover and address any potential vulnerabilities

- We have processes for evaluating (among other things) the privacy, data protection and information security infrastructure of our third-party providers (including examining any relevant records), and we seek to manage third-party risk with procedures to onboard our third-party providers, monitor their activity during our engagement (where possible) and off-board such third-party service providers at the end of our engagement

- We maintain a business continuity program and cyber insurance coverage

Governance and oversight of privacy, data protection and information security

Board and Committee responsibilities

Our Board and Risk Committee have specific oversight responsibilities with respect to cybersecurity and privacy risk:

Further, the Audit Committee would be informed of a material cybersecurity incident that could have a potential impact on our financial statements.

As of December 31, [removed: 2024,] [added: 2025,] Mastercard and its subsidiaries owned or leased commercial properties throughout the U.S. and other countries around the world, consisting of corporate and regional offices, as well as our operations centers.

MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [removed: 41][added: 43]

| Ling Hai*President, Asia Pacific, Europe, Middle East & Africa*since January 2024 | | | | | | [removed: 54] [added: 55] | | | | | | Co-President, International Markets (2022-2023) Co-President, Asia Pacific (2015-2021) President, Enterprise Development (2014-2015) President, Greater China (2010-2014) | | | | | | Various roles at [removed: Booz Allen Hamilton and] Bank of America [added: (2004-2009) and Booz Allen Hamilton (1998-2003)] | | |

| Jon M. Huntsman, Jr. *Vice [removed: Chair] [added: Chairman] and President, Strategic Growth* since April 2024 | | | | | | [removed: 64] [added: 65] | | | | | | | | | | | | Vice Chair, Policy, Ford Motor Company (2021-2022) U.S. Federal Government: U.S. Ambassador to Russia (2017-2019); U.S. Ambassador to China (2009-2011); U.S. Trade Ambassador (2001-2003); U.S. Ambassador to Singapore (1992-1993) Chairman, Atlantic Council (2014-2017) Chairman, Huntsman Cancer Foundation (2012-2017) Governor of Utah (2005-2009) | | |

| Linda Kirkpatrick *President, Americas* since January 2024 | | | | | | [removed: 48] [added: 49] | | | | | | President, North America (2021-2023) President, U.S. Issuers (2020) Executive Vice President, Merchants and Acceptance (2016-2020) Senior Vice President, Core Merchants (2013-2016) Senior Vice President, Franchise Development (2011-2013) Vice President, U.S. Region (2008-2011) Vice President, Investor Relations [added: (2006-2008)] | | | | | | | | |

| Jorn Lambert*Chief Product Officer*since May 2024 | | | | | | [removed: 53] [added: 54] | | | | | | Chief Digital Officer (2020-2024) Executive Vice President, Digital Solutions (2018-2020) Executive Vice President, Digital Channels (2013-2018) Group Head, Emerging Payments, Europe (2002-2013) | | | | | | Various roles at Clearstream [added: (1995-2002)] | | |

| Edward McLaughlin*President and Chief Technology Officer, Mastercard Technology*since May 2017 | | | | | | [removed: 59] [added: 60] | | | | | | Chief Information Officer (2016-2017) Chief Emerging Payments Officer (2010-2015) Various senior leadership roles, including Chief Franchise Development Officer and Senior Vice President, Bill Payment and Healthcare [added: (2005-2009)] | | | | | | Group Vice President, Product and Strategy, Metavante Corporation [added: (2002-2005)] Co-Founder and CEO, Paytrust, Inc. [added: (1998-2002)] | | |

[removed: 42] [added: 44] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K

| Sachin Mehra*Chief Financial Officer*since April 2019 | | | | | | [removed: 54] [added: 55] | | | | | | Chief Financial Operations Officer (2018-2019) Executive Vice President, Commercial Products (2015-2018) Executive Vice President and Business Financial Officer, North America (2013-2015) Corporate Treasurer (2010-2013) | | | | | | Various senior positions at Hess Corporation, including Vice President and Treasurer [added: (2007-2010)] Various senior treasury and finance positions at General Motors Corporation and GMAC [added: (1996-2007)] | | |

| Michael Miebach *President and Chief Executive Officer* since January 2021 | | | | | | [removed: 57] [added: 58] | | | | | | President (2020) Chief Product Officer (2016-2020) President, Middle East and Africa (2010-2015) | | | | | | Managing Director, Middle East and North Africa [added: (2008-2010)] and Managing Director, Sub-Saharan [removed: Africa,] [added: Africa (2007-2008),] Barclays Bank PLC Various executive positions at Citigroup in Germany, Austria, U.K. and Turkey [added: (1994-2007)] | | |

| Raj Seshadri*Chief Commercial Payments Officer*since May 2024 | | | | | | [removed: 59] [added: 60] | | | | | | President, Data and Services (2020-2024) President, U.S. Issuers (2016-2019) | | | | | | Managing Director, Head of iShares U.S. Wealth Advisory business, BlackRock (2014-2016) Managing Director, Global Marketing Officer of iShares, BlackRock, Inc. (2012-2014) Various leadership positions at [removed: Citigroup,] [added: Citigroup (2008-2012),] U.S. Trust Company [added: (2006-2008)] and McKinsey & Company, Inc. [added: (1995-2006)] | | |

| Craig Vosburg*Chief Services Officer*since May 2024 | | | | | | [removed: 57] [added: 58] | | | | | | Chief Product Officer (2021-2024) President, North America (2016-2020) Chief Product Officer (2014-2015) Executive Vice President, U.S. Market Development (2010-2014) Various senior leadership roles, including Head of Mastercard Advisors, U.S. and Canada and Head of Mastercard Advisors, Southeast Asia, Greater China and South Asia/Middle East/Africa [added: (2006-2010)] | | | | | | Senior member-financial services practice, Bain & Company [added: (2002-2006)] and A.T. Kearney [added: (1997-2002)] Vice President, CoreStates Financial Corporation [added: (1989-1995)] | | |

MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [removed: 43][added: 45]

| | | | | | | [Item 5. Market for registrant’s common equity, related stockholder matters and issuer purchases of equity [removed: securities](#ic73669c37deb437ebc9a21db437a6a87_43)] [added: securities](#ic4d04a8f58ca4e498033868f24933720_43)] | | | | | | | | | | | |

| | | | | | | [Item [removed: 6.](#ic73669c37deb437ebc9a21db437a6a87_46) [](#ic73669c37deb437ebc9a21db437a6a87_46)Reserved] [added: 6.](#ic4d04a8f58ca4e498033868f24933720_46) [](#ic4d04a8f58ca4e498033868f24933720_46)Reserved] | | | | | | | | | | | |

| | | | | | | [Item 7. Management’s discussion and analysis of financial condition and results of [removed: operations](#ic73669c37deb437ebc9a21db437a6a87_49)] [added: operations](#ic4d04a8f58ca4e498033868f24933720_49)] | | | | | | | | | | | |

| | | | | | | [Item 7A. Quantitative and qualitative disclosures about market [removed: risk](#ic73669c37deb437ebc9a21db437a6a87_91)] [added: risk](#ic4d04a8f58ca4e498033868f24933720_88)] | | | | | | | | | | | |

| | | | | | | [Item 8. Financial statements and supplementary [removed: data](#ic73669c37deb437ebc9a21db437a6a87_94)] [added: data](#ic4d04a8f58ca4e498033868f24933720_91)] | | | | | | | | | | | |

| | | | | | | [Item 9. Changes in and disagreements with accountants on accounting and financial [removed: disclosure](#ic73669c37deb437ebc9a21db437a6a87_202)] [added: disclosure](#ic4d04a8f58ca4e498033868f24933720_199)] | | | | | | | | | | | |

| | | | | | | [Item 9A. Controls and [removed: procedures](#ic73669c37deb437ebc9a21db437a6a87_205)] [added: procedures](#ic4d04a8f58ca4e498033868f24933720_202)] | | | | | | | | | | | |

| | | | | | | [Item 9B. Other [removed: information](#ic73669c37deb437ebc9a21db437a6a87_208)] [added: information](#ic4d04a8f58ca4e498033868f24933720_205)] | | | | | | | | | | | |

(as of February 11, 2026)

| Jill Kramer*Chief Marketing and Communications Officer* since December 2025 | | | | | | 56 | | | | | | | | | | | | Accenture PLC: Chief Marketing and Communications Officer (2021-2025) Senior Managing Director, Global Brand (2019-2021) Managing Director, Global Brand (2016-2019) Executive Vice President and Senior Director, BBDO Worldwide (2010-2015) Vice President, Account Director, DDB (2008-2010) | | |

| Susan Muigai*Chief People Officer*since April 2025 | | | | | | 56 | | | | | | | | | | | | Executive Vice President, Chief Human Resources Officer at TransUnion (2021-2025) Various executive positions at Walmart (2005-2021) | | |

PART I

EXECUTIVE OFFICERS

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name Current Position | | | | | | Age | | | | | | Previous Mastercard Experience | | | | | | Previous Business Experience | | |

| Rich Verma*Chief Administrative Officer*since May 2025 | | | | | | 57 | | | | | | Chief Legal Officer and Head of Global Public Policy (2021-2023) Executive Vice President, Global Public Policy and Regulatory Affairs (2020-2021) | | | | | | Deputy Secretary of State for Management and Resources, U.S. Department of State (2023-2025) Vice Chairman, The Asia Group (2017-2020) U.S. Ambassador to India, U.S. Department of State (2014-2017) Partner and Senior Counselor, Steptoe & Johnson LLP (2011-2014) Assistant Secretary of State for Legislative Affairs, U.S. Department of State (2009-2011) Senior National Security Advisor to U.S. Senate Majority Leader (2002-2007) | | |

46 MASTERCARD 2025 FORM 10-K

| | | | | | | [Item 9C.](#ic4d04a8f58ca4e498033868f24933720_211) [Disclosure](#ic4d04a8f58ca4e498033868f24933720_211) [r](#ic4d04a8f58ca4e498033868f24933720_211)[egarding](#ic4d04a8f58ca4e498033868f24933720_211) [f](#ic4d04a8f58ca4e498033868f24933720_211)[oreign](#ic4d04a8f58ca4e498033868f24933720_211) [j](#ic4d04a8f58ca4e498033868f24933720_211)[urisdictions that](#ic4d04a8f58ca4e498033868f24933720_211) [p](#ic4d04a8f58ca4e498033868f24933720_211)[revent](#ic4d04a8f58ca4e498033868f24933720_211) [i](#ic4d04a8f58ca4e498033868f24933720_211)[nspections](#ic4d04a8f58ca4e498033868f24933720_211) | | | | | | | | | | | |

(as of February 12, 2025)

| Tim Murphy*Chief Administrative Officer*since April 2021 | | | | | | 57 | | | | | | General Counsel (2014-2021) Chief Product Officer (2009-2014) Various senior leadership roles, including President, U.S. Region; Executive Vice President, Customer Business Planning and Analysis; and Senior Vice President and Associate General Counsel | | | | | | Associate, Cleary, Gottlieb, Steen and Hamilton, New York and London | | |

| Raja Rajamannar*Chief Marketing and Communications Officer* since May 2024 | | | | | | 63 | | | | | | President, Healthcare (2016-2024) Chief Marketing Officer (2013-2015) | | | | | | Executive Vice President-Senior Business and Chief Transformation Officer, Anthem (formerly, WellPoint, Inc.) (2012- 2013) Senior Vice President and Chief Innovation and Marketing Officer, Humana Inc. (2009-2012) Various management positions at Citigroup, including Executive Vice President and Chief Marketing Officer-Citi Global Cards | | |

| | | | | | | [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ic73669c37deb437ebc9a21db437a6a87_2245) | | | | | | | | | | | |

At February [removed: 7, 2025,] [added: 6, 2026,] we had [removed: 67] [added: 71] stockholders of record for our Class A common stock.

There were approximately [removed: 214] [added: 207] holders of record of our non-voting Class B common stock as of February [removed: 7, 2025,] [added: 6, 2026,] constituting approximately 0.7% of our total outstanding equity.

The graph and table below compare the cumulative total stockholder return of Mastercard’s Class A common stock, the S&P 500 and the S&P 500 Financials for the five-year period ended December 31, [removed: 2024.][added: 2025.]

| Company/Index | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

See Note [removed: 16] [added: 14] (Stockholders' Equity) to the consolidated financial statements included in Part II, Item 8 for further discussion with respect to our share repurchase programs.

The following table presents [removed: our] [added: the] repurchase activity [added: of our Class A common stock] on a cash basis during the fourth quarter of [removed: 2024:][added: 2025:]

In December [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] our Board of Directors approved [removed: share repurchase] programs [added: authorizing us to repurchase shares] of our Class A common stock [removed: authorizing us to repurchase] up to [removed: $12.0] [added: $14.0] billion and [removed: $11.0] [added: $12.0] billion, respectively.


| Mastercard | | | | | | $ | 100.00 | | | | | $ | 101.16 | | | | | $ | 98.47 | | | | | $ | 121.51 | | | | | $ | 150.88 | | | | | $ | 164.50 | |

| S&P 500 | | | | | | 100.00 | | | | | | 128.71 | | | | | | 105.40 | | | | | | 133.10 | | | | | | 166.40 | | | | | | 196.16 | | |

| S&P 500 Financials | | | | | | 100.00 | | | | | | 135.04 | | | | | | 120.81 | | | | | | 135.49 | | | | | | 176.89 | | | | | | 203.47 | | |

The following table summarizes the dividends declared by our Board of Directors on our outstanding Class A common stock and Class B common stock, payable in 2026:

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Date of Declaration | | | | | | Amount Payable per Share | | | | | | Record Date | | | | | | Date Payable | | |

| December 9, 2025 | | | | | | $ | 0.87 | | | | | January 9, 2026 | | | | | | February 9, 2026 | | |

| February 10, 2026 | | | | | | $ | 0.87 | | | | | April 9, 2026 | | | | | | May 8, 2026 | | |

| October 1 – 31 | | | | | | 2,646,404 | | | | | | $ | 567.86 | | | | | 2,646,404 | | | | | | $ | 5,516,017,590 | |

| November 1 – 30 | | | | | | 2,027,835 | | | | | | $ | 546.34 | | | | | 2,027,835 | | | | | | $ | 4,408,129,281 | |

| December 1 – 31 | | | | | | 1,691,869 | | | | | | $ | 559.56 | | | | | 1,691,869 | | | | | | $ | 17,461,429,536 | |

| Total | | | | | | 6,366,108 | | | | | | $ | 558.80 | | | | | 6,366,108 | | | | | | | | |


| Mastercard | | | | | | $ | 100.00 | | | | | $ | 120.17 | | | | | $ | 121.56 | | | | | $ | 118.34 | | | | | $ | 146.02 | | | | | $ | 181.31 | |

| S&P 500 | | | | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| S&P 500 Financials | | | | | | 100.00 | | | | | | 98.31 | | | | | | 132.75 | | | | | | 118.77 | | | | | | 133.20 | | | | | | 173.90 | | |

On December 17, 2024, our Board of Directors declared a quarterly cash dividend of $0.76 per share paid on February 7, 2025 to holders of record as of January 9, 2025 of our Class A common stock and Class B common stock.

On February 10, 2025, our Board of Directors declared a quarterly cash dividend of $0.76 per share payable on May 9, 2025 to holders of record as of April 9, 2025 of our Class A common stock and Class B common stock.

During the fourth quarter of 2024, we repurchased 6.5 million shares for $3.4 billion at an average price of $518.22 per share of Class A common stock.

| October 1 – 31 | | | | | | 2,239,140 | | | | | | $ | 504.68 | | | | | 2,239,140 | | | | | | $ | 5,447,723,926 | |

| November 1 – 30 | | | | | | 1,610,343 | | | | | | $ | 518.73 | | | | | 1,610,343 | | | | | | $ | 4,612,384,900 | |

| December 1 – 31 | | | | | | 2,691,281 | | | | | | $ | 529.18 | | | | | 2,691,281 | | | | | | $ | 15,188,210,326 | |

| Total | | | | | | 6,540,764 | | | | | | $ | 518.22 | | | | | 6,540,764 | | | | | | | | |

[removed: 45] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [added: 48]

For discussion related to the results of operations for the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022,] [added: 2023,] please see Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, [removed: 2023.][added: 2024.]

We make payments easier and more efficient by providing a wide range of payment solutions and services using our family of well-known and trusted brands, including [added: our primary brand] Mastercard®, [added: as well as our] Maestro® and [removed: Cirrus®.][added: Cirrus® brands.]

These services and solutions include, among others, security solutions, consumer acquisition and engagement services, [removed: and] business and market insights, [added: digital and authentication, processing and gateway and other solutions,] all of which draw on our principled and responsible use of secure data.

For our global payments network, our franchise model sets the standards and ground-rules that balance value and risk across [removed: all stakeholders and allows] [added: (and allow] for interoperability [removed: among them.][added: among) all stakeholders.]

We do not issue cards, extend credit, determine or receive revenue from interest rates or other fees charged to account holders by issuers (the account holders’ financial institutions), [removed: or] [added: nor do we] establish the rates charged by acquirers (the merchants’ financial institutions) in connection with merchants’ acceptance of our products.

| | | | | | | Years ended December 31, | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] Increase/ (Decrease) | | | | | | [removed: 2023] [added: 2024] Increase/ (Decrease) | | |

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | | | |

| Net revenue | | | | | | $ | [added: 32,791 | | | | | $ |] 28,167 | | | | | $ | 25,098 | | | | | [removed: $] [added: 16%] | [removed: 22,237] | | | | | [added: 15% | | | | | |] 12% | | | | | | 13% | | |

| Operating expenses | | | | | | $ | [removed: 12,585] [added: 13,894] | | | | | $ | [removed: 11,090] [added: 12,585] | | | | | $ | [removed: 9,973] [added: 11,090] | | | | | [removed: 13%] [added: 10%] | | | | | | [removed: 11%] [added: 13%] | | |

| Operating income | | | | | | $ | [removed: 15,582] [added: 18,897] | | | | | $ | [removed: 14,008] [added: 15,582] | | | | | $ | [removed: 12,264] [added: 14,008] | | | | | [removed: 11%] [added: 21%] | | | | | | [removed: 14%] [added: 11%] | | |

| Operating margin | | | | | | [removed: 55.3] [added: 57.6] | | % | | | | [removed: 55.8] [added: 55.3] | | % | | | | [removed: 55.2] [added: 55.8] | | % | | | | [removed: (0.5)] [added: 2.3] ppt | | | | | | [removed: 0.7] [added: (0.5)] ppt | | |

| Income tax expense | | | | | | $ | [removed: 2,380] [added: 3,610] | | | | | $ | [removed: 2,444] [added: 2,380] | | | | | $ | [removed: 1,802] [added: 2,444] | | | | | [removed: (3)%] [added: 52%] | | | | | | [removed: 36%] [added: (3)%] | | |

| Effective income tax rate | | | | | | [removed: 15.6] [added: 19.4] | | % | | | | [removed: 17.9] [added: 15.6] | | % | | | | [removed: 15.4] [added: 17.9] | | % | | | | [removed: (2.3)] [added: 3.8] ppt | | | | | | [removed: 2.6] [added: (2.3)] ppt | | |

| Net income | | | | | | $ | [removed: 12,874] [added: 14,968] | | | | | $ | [removed: 11,195] [added: 12,874] | | | | | $ | [removed: 9,930] [added: 11,195] | | | | | [removed: 15%] [added: 16%] | | | | | | [removed: 13%] [added: 15%] | | |

| Diluted earnings per share | | | | | | $ | [removed: 13.89] [added: 16.52] | | | | | $ | [removed: 11.83] [added: 13.89] | | | | | $ | [removed: 10.22] [added: 11.83] | | | | | [removed: 17%] [added: 19%] | | | | | | [removed: 16%] [added: 17%] | | |

| Diluted weighted-average shares outstanding | | | | | | [removed: 927] [added: 906] | | | | | | [removed: 946] [added: 927] | | | | | | [removed: 971] [added: 946] | | | | | | (2)% | | | | | | [removed: (3)%] [added: (2)%] | | |

[added: 49] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [removed: 46]

In addition, we have presented growth [removed: rates,] [added: rates] adjusted for the impact of currency:

| | | | | | | Years ended December 31, | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] Increase/(Decrease) | | | | | | | | | | | | [removed: 2023] [added: 2024] Increase/(Decrease) | | | | | | | | |

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | As adjusted | | | | | | Currency-neutral | | | | | | As adjusted | | | | | | Currency-neutral | | |

| | | | | | | [removed: ($ in] [added: (in] millions, except [added: percentages and] per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: Adjusted net] [added: Net] revenue [removed: 2] | | | | | | $ | [removed: 28,167] [added: 32,791] | | | | | $ | [removed: 25,098] [added: 28,167] | | | | | $ | [removed: 22,200 | | | | | 12% | | | | | | 13% |] [added: 25,098] | | | | | [removed: 13%] [added: 16%] | | | | | | [removed: 13%] [added: 12%] | | |

| Adjusted operating expenses | | | | | | $ | [removed: 11,714] [added: 13,389] | | | | | $ | [removed: 10,551] [added: 11,714] | | | | | $ | [removed: 9,549] [added: 10,551] | | | | | [removed: 11%] [added: 14%] | | | | | | [removed: 11%] [added: 14%] | | | | | | [removed: 10%] [added: 11%] | | | | | | 11% | | |

| Adjusted operating margin | | | | | | [removed: 58.4] [added: 59.2] | | % | | | | [removed: 58.0] [added: 58.4] | | % | | | | [removed: 57.0] [added: 58.0] | | % | | | | [removed: 0.4] [added: 0.8] ppt | | | | | | 0.7 ppt | | | | | | [removed: 1.0] [added: 0.4] ppt | | | | | | [removed: 0.9] [added: 0.7] ppt | | |

| Adjusted effective income tax rate | | | | | | [removed: 16.2] [added: 19.6] | | % | | | | [removed: 18.5] [added: 16.2] | | % | | | | [removed: 15.7] [added: 18.5] | | % | | | | [removed: (2.3)] [added: 3.4] ppt | | | | | | [removed: (2.2)] [added: 3.4] ppt | | | | | | [removed: 2.8] [added: (2.3)] ppt | | | | | | [removed: 2.7] [added: (2.2)] ppt | | |

| Adjusted net income | | | | | | $ | [removed: 13,541] [added: 15,415] | | | | | $ | [removed: 11,607] [added: 13,541] | | | | | $ | [removed: 10,342] [added: 11,607] | | | | | [removed: 17%] [added: 14%] | | | | | | [removed: 18%] [added: 13%] | | | | | | [removed: 12%] [added: 17%] | | | | | | [removed: 12%] [added: 18%] | | |

| Adjusted diluted earnings per share | | | | | | $ | [removed: 14.60] [added: 17.01] | | | | | $ | [removed: 12.26] [added: 14.60] | | | | | $ | [removed: 10.65] [added: 12.26] | | | | | [removed: 19%] [added: 17%] | | | | | | [removed: 21%] [added: 15%] | | | | | | [removed: 15%] [added: 19%] | | | | | | [removed: 15%] [added: 21%] | | |

Key highlights for [removed: 2024] [added: 2025] as compared to [removed: 2023] [added: 2024] were as follows:

| GAAP | | | | | | Non-GAAP (currency-neutral) | | | Both the as-reported and currency-neutral net revenue [removed: increase was] [added: increases were] attributable to growth in our payment network and value-added services and solutions. | | |

| GAAP | | | | | | Non-GAAP (currency-neutral) | | | [removed: The] [added: Both the] as-reported [removed: operating expenses increase was primarily due to higher general] and [removed: administrative expenses and litigation provisions. The] as-adjusted operating expenses [removed: increase was] [added: increases were] primarily due to higher general and administrative expenses. | | |

Other [removed: 2024] [added: 2025] financial highlights were as follows:

- We generated net cash flows from operations of [removed: $14.8] [added: $17.6] billion.

- We repurchased [removed: 23.0] [added: 21.1] million shares of our common stock for [removed: $11.0] [added: $11.7] billion and paid dividends of [removed: $2.4] [added: $2.8] billion.

- We completed [added: a] debt [removed: offerings] [added: offering in February 2025] for an aggregate principal amount of [removed: $4.0] [added: $1.25] billion.

[removed: 47] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [added: 50]

As described more fully below, our non-GAAP financial measures [removed: exclude] [added: exclude, where applicable,] the impact of gains and losses on our equity investments, which includes mark-to-market fair value adjustments, impairments and gains and losses upon disposition, as well as the related tax impacts.

Our non-GAAP financial measures also [removed: exclude] [added: exclude, where applicable,] the impact of special items, [removed: where applicable,] which represent litigation judgments and settlements [removed: and] [added: and/or] certain one-time items, as well as the related tax impacts (“Special Items”).

We use non-GAAP financial measures [removed: to, among other things,] [added: to] evaluate our ongoing operations in relation to historical results, for internal planning and forecasting purposes and in the calculation of performance-based [removed: compensation.][added: compensation, among other things.]

[removed: Net revenue, operating] [added: Operating] expenses, operating margin, other income (expense), effective income tax rate, net income and diluted earnings per [removed: share] [added: share, each as] adjusted for the impact of gains and losses on our equity investments, Special Items and/or the impact of [removed: currency] [added: currency,] should not be relied upon as substitutes for measures calculated in accordance with GAAP.

| up 16% | | | | | | up 15% | | | | | |

| up 10% | | | | | | up 14% | | | | | |

| GAAP | | | | | | Non-GAAP | | | Both the as-reported and as-adjusted effective income tax rates were higher versus the comparable period in 2024, primarily due to a change in the net tax effect of our Singapore operations, which includes the 15% global minimum tax rate (Pillar 2 Rules) that took effect in 2025. Additionally, a change in our geographic mix of earnings contributed to the higher effective income tax rates, partially offset by net discrete tax benefits. | | |

| 19.4% | | | | | | 19.6% | | | | | |

| up 3.8 ppt | | | | | | up 3.4 ppt | | | | | |

2For the years ended December 31, 2024 and 2023, the amounts presented are GAAP reported amounts, not adjusted.

| up 12% | | | | | | up 13% | | | | | |

| up 13% | | | | | | up 11% | | | | | |

| GAAP | | | | | | Non-GAAP | | | Both the as-reported and as-adjusted effective income tax rates were lower than the prior year rates primarily due to the establishment of a valuation allowance in 2023, partially offset by our ability in 2023 to claim more U.S. foreign tax credits generated in 2022 and 2023. Additionally, a change in our geographic mix of earnings in 2024 contributed to the lower effective income tax rate compared to the prior year. | | |

| 15.6% | | | | | | 16.2% | | | | | |

| down 2.3 ppt | | | | | | down 2.3 ppt | | | | | |

- We completed the acquisitions of businesses for total consideration of $2.8 billion.

*Russia-related impacts*

- During 2022, we recorded a net pre-tax charge of $30 million ($24 million after tax, or $0.02 per diluted share), directly related to imposed sanctions and the suspension of our business operations in Russia.

The net charge was comprised of general and administrative expenses of $67 million, primarily related to incremental employee-related costs and reserves on uncollectible balances with certain sanctioned customers.

This charge was offset by net benefits of $37 million in net revenue, primarily related to a reduction in payment network rebates and incentives liabilities as a result of lower estimates of customer performance for certain customer business agreements due to the suspension of our business operations in Russia.

| | | | | | | December 31, [removed: 2024] [added: 2025] | | | | | | | | | | | | | | | | | | | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | | | |

| [removed: Investment] [added: Investment] securities [removed: available-for-sale 1: | | | | | | | | | | | | | | | | | | | | | | | |] [added: available-for-sale] | | | | | | [added: —] | | | | | | [added: —] | | | | | | [added: —] | | | | | | [added: —] | | |

| Foreign exchange contracts | | | | | | — | | | | | | [removed: 206] [added: 35] | | | | | | — | | | | | | [removed: 206] [added: 35] | | | | | | — | | | | | | [removed: 36] [added: 206] | | | | | | — | | | | | | [removed: 36] [added: 206] | | |

| Equity securities | | | | | | [removed: 237] [added: 203] | | | | | | — | | | | | | — | | | | | | [removed: 237] [added: 203] | | | | | | [removed: 506] [added: 237] | | | | | | — | | | | | | — | | | | | | [removed: 506] [added: 237] | | |

| Foreign exchange contracts | | | | | | $ | [removed: — | | | | | $ | 36 | | | | | $ | — | | | | | $ | 36 | | | | | $ | — | | | | | $ | 104] [added: 12] | | | | | $ | [removed: —] [added: 43] | | | | | $ | [removed: 104] [added: (98)] | |

| Interest rate contracts | | | | | | — | | | | | | [removed: 63] [added: 27] | | | | | | — | | | | | | [removed: 63] [added: 27] | | | | | | — | | | | | | [removed: 79] [added: 63] | | | | | | — | | | | | | [removed: 79] [added: 63] | | |

See Note [removed: 23] [added: 21] (Derivative and Hedging Instruments) for further details.

[removed: These] [added: 1Foreign exchange derivative assets and liabilities] are included [removed: in] [added: within prepaid expenses and] other [added: current assets, other assets, other current] liabilities [added: and other liabilities] on the consolidated balance sheets.

MASTERCARD [removed: 2024] [added: 2025] FORM 10-K [removed: 84][added: 86]

See Note [removed: 7] [added: 5] (Investments) for further details.

At December 31, [removed: 2023,] [added: 2025,] the carrying value and fair value of debt was [removed: $15.7] [added: $19.0] billion and [removed: $14.7] [added: $18.0] billion, respectively.

See Note [removed: 15] [added: 13] (Debt) for further details.

These instruments include cash and cash equivalents, [removed: time deposits, accounts receivable, settlement assets,] restricted cash and restricted cash equivalents, [added: restricted security deposits held for customers, time deposits,] accounts [added: receivable, settlement assets, accounts] payable, settlement obligations and other accrued liabilities.

| | | | | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Customer incentives | | | | | | $ | [removed: 1,854] [added: 2,531] | | | | | $ | [removed: 1,570] [added: 1,854] | |

| Other | | | | | | [removed: 1,138] [added: 1,212] | | | | | | [removed: 1,041] [added: 1,138] | | |

| Total prepaid expenses and other current assets | | | | | | $ | [removed: 2,992] [added: 3,743] | | | | | $ | [removed: 2,611] [added: 2,992] | |

| Customer incentives | | | | | | $ | [removed: 6,550] [added: 7,870] | | | | | $ | [removed: 5,170] [added: 6,550] | |

| Equity investments | | | | | | [removed: 1,607] [added: 1,705] | | | | | | [removed: 1,729] [added: 1,607] | | |

| Income taxes receivable | | | | | | [removed: 1,002] [added: 1,101] | | | | | | [removed: 783] [added: 1,002] | | |

| Other | | | | | | [removed: 800] [added: 939] | | | | | | [removed: 643] [added: 800] | | |

| Total other assets | | | | | | $ | [removed: 9,959] [added: 11,615] | | | | | $ | [removed: 8,325] [added: 9,959] | |

[removed: 85] [added: 87] MASTERCARD [removed: 2024] [added: 2025] FORM 10-K

| Buildings, building equipment and land | | | | | | $ | [removed: 709] [added: 744] | | | | | $ | [removed: 678] [added: 709] | |

| Equipment | | | | | | [removed: 2,118] [added: 2,347] | | | | | | [removed: 1,940] [added: 2,118] | | |

| Furniture and fixtures | | | | | | [removed: 101] [added: 105] | | | | | | [removed: 90] [added: 101] | | |

| Leasehold improvements | | | | | | [removed: 436] [added: 497] | | | | | | [removed: 398] [added: 436] | | |

| Operating lease right-of-use assets | | | | | | [removed: 1,167] [added: 1,366] | | | | | | [removed: 1,192] [added: 1,167] | | |

| Property, equipment and right-of-use assets | | | | | | [removed: 4,531] [added: 5,059] | | | | | | [removed: 4,298] [added: 4,531] | | |