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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.

ActionDatePlansNumber of Securities to be SoldExpiration
Rule 10b5-1 1Non-Rule 10b5-1 2
Michael Miebach, President and Chief Executive OfficerAdoptionNovember 3, 2025X-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 3The 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 TechnologyAdoptionNovember 4, 2025X-Up to 34,060 shares of Class A common stock underlying employee stock optionsThe 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 & AfricaAdoptionDecember 10, 2025X-Up to 12,952 shares of Class A common stock underlying employee stock optionsThe earlier of (i) the date when all securities under the plan are exercised and sold and (ii) February 26, 2027
Craig Vosburg, Chief Services OfficerAdoptionDecember 10, 2025X-Up to 7,443 shares of Class A common stockThe 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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