Item 9B. Other information
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Item 9B. Other information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended December 31, 2025, certain of our officers or directors adopted or terminated trading arrangements for the sale of shares of our common stock as follows.
| Action | Date | Plans | Number of Securities to be Sold | Expiration | ||||||||||||||||||||||||||||||||||
| Rule 10b5-1 1 | Non-Rule 10b5-1 2 | |||||||||||||||||||||||||||||||||||||
| Michael Miebach, President and Chief Executive Officer | Adoption | November 3, 2025 | X | - | Up to (i) 26,400 shares of Class A common stock underlying employee stock options, (ii) 16,000 shares of Class A common stock underlying vested but not yet settled performance stock units and (iii) 6,228 shares of Class A common stock 3 | The earlier of (i) the date when all securities under the plan are exercised and sold and (ii) November 15, 2026 | ||||||||||||||||||||||||||||||||
| Ed McLaughlin, President & Chief Technology Officer, Mastercard Technology | Adoption | November 4, 2025 | X | - | Up to 34,060 shares of Class A common stock underlying employee stock options | The earlier of (i) the date when all securities under the plan are exercised and sold and (ii) November 4, 2026 | ||||||||||||||||||||||||||||||||
| Ling Hai, President, Asia Pacific, Europe, Middle East & Africa | Adoption | December 10, 2025 | X | - | Up to 12,952 shares of Class A common stock underlying employee stock options | The earlier of (i) the date when all securities under the plan are exercised and sold and (ii) February 26, 2027 | ||||||||||||||||||||||||||||||||
| Craig Vosburg, Chief Services Officer | Adoption | December 10, 2025 | X | - | Up to 7,443 shares of Class A common stock | The earlier of (i) the date when all securities under the plan are sold and (ii) December 31, 2026 | ||||||||||||||||||||||||||||||||
1Intended to satisfy the affirmative defense conditions of Rule 105b-1(c).
2Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
3The Rule 10b5-1 trading arrangement provides for the sale of a percentage of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by the Company to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Mr. Miebach’s Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of future vesting events. For purposes of this disclosure, we have reported the maximum aggregate number of shares to be sold without subtracting any shares to be withheld upon future vesting events.
Other Information
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, we hereby incorporate by reference herein the disclosure contained in Exhibit 99.1 of this Report.
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