Mastercard 10-Q 2025-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

Or

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-32877

Mastercard Incorporated

(Exact name of registrant as specified in its charter)

Delaware						13-4172551
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification Number)
2000 Purchase Street						10577
Purchase,			NY			(Zip Code)
(Address of principal executive offices)

(914) 249-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class						Trading Symbol						Name of each exchange of which registered
Class A Common Stock, par value $0.0001 per share						MA						New York Stock Exchange
2.1% Notes due 2027						MA27						New York Stock Exchange
1.0% Notes due 2029						MA29A						New York Stock Exchange
2.5% Notes due 2030						MA30						New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.												Yes			☒			No			☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)												Yes			☒			No			☐

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. (Check One):
Large accelerated filer			☒						Accelerated filer			☐
Non-accelerated filer			☐						Smaller reporting company			☐
									Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act.																					☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)												Yes			☐			No			☒

As of October 27, 2025, there were 891,258,183 shares outstanding of the registrant’s Class A common stock, par value $0.0001 per share; and 6,737,665 shares outstanding of the registrant’s Class B common stock, par value $0.0001 per share.

MASTERCARD INCORPORATED FORM 10-Q

TABLE OF CONTENTS

PART I			5			Item 1.			Consolidated financial statements (unaudited)
30			Item 2.			Management’s discussion and analysis of financial condition and results of operations
42			Item 3.			Quantitative and qualitative disclosures about market risk
43			Item 4.			Controls and procedures
PART II			45			Item 1.			Legal proceedings
45			Item 1A.			Risk factors
45			Item 2.			Unregistered sales of equity securities and use of proceeds
45			Item 5.			Other information
45			Item 6.			Exhibits
47			-			Signatures

2 MASTERCARD SEPTEMBER 30, 2025 FORM 10-Q

In this Report on Form 10-Q (“Report”), references to the “Company,” “Mastercard,” “we,” “us” or “our” refer to the business conducted by Mastercard Incorporated and its consolidated subsidiaries, including our operating subsidiary, Mastercard International Incorporated, and to the Mastercard brand.

Forward-Looking Statements

This Report contains forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be forward-looking statements. When used in this Report, the words “believe”, “expect”, “could”, “may”, “would”, “will”, “trend” and similar words are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements that relate to the Company’s future prospects, developments and business strategies.

Many factors and uncertainties relating to our operations and business environment, all of which are difficult to predict and many of which are outside of our control, influence whether any forward-looking statements can or will be achieved. Any one of those factors could cause our actual results to differ materially from those expressed or implied in writing in any forward-looking statements made by Mastercard or on its behalf, including, but not limited to, the following factors:

• regulation related to the payments industry (including regulatory, legislative and litigation activity with respect to interchange rates and surcharging)

• the impact of preferential or protective government actions

• regulation of privacy, data, AI, information security and the digital economy

• regulation that directly or indirectly applies to us based on our participation in the global payments industry (including anti-money laundering, countering the financing of terrorism, economic sanctions and anti-corruption, account-based payments systems, and issuer and acquirer practices regulation)

• the impact of changes in tax laws, as well as regulations and interpretations of such laws or challenges to our tax positions

• potential or incurred liability and limitations on business related to any litigation or litigation settlements

• the impact of competition in the global payments industry (including disintermediation and pricing pressure)

• the challenges relating to rapid technological developments and changes

• the challenges relating to operating a real-time account-based payments system and to working with new customers and end users

• the impact of information security incidents, account data breaches or service disruptions

• issues related to our relationships with our stakeholders (including loss of substantial business from significant customers, competitor relationships with our customers, consolidation amongst our customers, merchants’ continued focus on acceptance costs and unique risks from our work with governments)

• the impact of global economic, political, financial and societal events and conditions, including adverse currency fluctuations and foreign exchange controls

• reputational impact, including impact related to brand perception and lack of visibility of our brands in products and services

• the impact of environmental, social and governance matters and related stakeholder reaction

• the inability to attract and retain a highly qualified workforce, or maintain our corporate culture

• issues related to acquisition integration, strategic investments and entry into new businesses

• exposure to loss or illiquidity due to our role as guarantor as well as other contractual obligations and discretionary actions we may take

• issues related to our Class A common stock and corporate governance structure

Please see a complete discussion of these risk factors in Part I, Item 1A - Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. We caution you that the important factors referenced above may not contain all of the factors that are important to you. Our forward-looking statements speak only as of the date of this Report or as of the date they are made, and we undertake no obligation to update our forward-looking statements.

MASTERCARD SEPTEMBER 30, 2025 FORM 10-Q 3

						PART I
						Item 1. Consolidated financial statements (unaudited)
						Item 2. Management’s discussion and analysis of financial condition and results of operations
						Item 3. Quantitative and qualitative disclosures about market risk
						Item 4. Controls and procedures

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Item 1. Consolidated financial statements (unaudited)

Mastercard Incorporated

Index to consolidated financial statements (unaudited)

						Page
Consolidated Statements of Operations — Three and Nine Months Ended September 30, 2025 and 2024						6
Consolidated Statements of Comprehensive Income — Three and Nine Months Ended September 30, 2025 and 2024						7
Consolidated Balance Sheets — September 30, 2025 and December 31, 2024						8
Consolidated Statements of Changes in Equity — Three and Nine Months Ended September 30, 2025 and 2024						9
Consolidated Statements of Cash Flows — Nine Months Ended September 30, 2025 and 2024						11
Notes to consolidated financial statements						12

MASTERCARD SEPTEMBER 30, 2025 FORM 10-Q 5

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Consolidated Statements of Operations (Unaudited)
						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
						(in millions, except per share data)
Net Revenue						$	8,602					$	7,369					$	23,985					$	20,678
Operating Expenses:
General and administrative						2,923						2,744						8,212						7,448
Advertising and marketing						245						220						610						520
Depreciation and amortization						290						225						846						666
Provision for litigation						83						176						330						400
Total operating expenses						3,541						3,365						9,998						9,034
Operating income						5,061						4,004						13,987						11,644
Other Income (Expense):
Investment income						81						76						239						231
Gains (losses) on equity investments, net						41						(62)						16						(69)
Interest expense						(186)						(159)						(563)						(462)
Other income (expense), net						2						7						23						19
Total other income (expense)						(62)						(138)						(285)						(281)
Income before income taxes						4,999						3,866						13,702						11,363
Income tax expense						1,072						603						2,794						1,831
Net Income						$	3,927					$	3,263					$	10,908					$	9,532
Basic Earnings per Share						$	4.35					$	3.54					$	12.02					$	10.27
Basic weighted-average shares outstanding						903						923						908						928
Diluted Earnings per Share						$	4.34					$	3.53					$	12.00					$	10.25
Diluted weighted-average shares outstanding						905						925						909						930

The accompanying notes are an integral part of these consolidated financial statements.

6 MASTERCARD SEPTEMBER 30, 2025 FORM 10-Q

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Consolidated Statements of Comprehensive Income (Unaudited)
						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
						(in millions)
Net Income						$	3,927					$	3,263					$	10,908					$	9,532
Other comprehensive income (loss):
Foreign currency translation adjustments						(62)						262						625						48
Income tax effect						12						(8)						(44)						19
Foreign currency translation adjustments, net of income tax effect						(50)						254						581						67
Translation adjustments on net investment hedges						(2)						(183)						(210)						(134)
Income tax effect						—						40						46						29
Translation adjustments on net investment hedges, net of income tax effect						(2)						(143)						(164)						(105)
Cash flow hedges						34						(110)						(314)						3
Income tax effect						(1)						6						21						(2)
Reclassification adjustments for cash flow hedges						8						124						382						61
Income tax effect						(4)						(1)						(8)						(2)
Cash flow hedges, net of income tax effect						37						19						81						60
Defined benefit pension and other postretirement plans						—						—						—						2
Income tax effect						—						—						—						—
Defined benefit pension and other postretirement plans, net of income tax effect						—						—						—						2
Investment securities available-for-sale						(1)						2						—						2
Income tax effect						—						—						—						—
Investment securities available-for-sale, net of income tax effect						(1)						2						—						2
Other comprehensive income (loss), net of income tax effect						(16)						132						498						26
Comprehensive Income						$	3,911					$	3,395					$	11,406					$	9,558

The accompanying notes are an integral part of these consolidated financial statements.

MASTERCARD SEPTEMBER 30, 2025 FORM 10-Q 7

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Consolidated Balance Sheets (Unaudited)
						September 30, 2025						December 31, 2024
						(in millions, except per share data)
Assets
Current assets:
Cash and cash equivalents						$	10,313					$	8,442
Restricted cash and restricted cash equivalents						478						492
Restricted security deposits held for customers						2,054						1,874
Investments						335						330
Accounts receivable						4,247						3,773
Settlement assets						1,842						1,821
Prepaid expenses and other current assets						3,954						2,992
Total current assets						23,223						19,724
Property, equipment and right-of-use assets, net of accumulated depreciation and amortization of $2,656 and $2,393, respectively						2,299						2,138
Deferred income taxes						1,546						1,614
Goodwill						9,574						9,193
Other intangible assets, net of accumulated amortization of $2,927 and $2,400, respectively						5,591						5,453
Other assets						11,056						9,959
Total Assets						$	53,289					$	48,081
Liabilities and Equity
Current liabilities:
Accounts payable						$	935					$	929
Settlement obligations						2,422						2,316
Restricted security deposits held for customers						2,054						1,874
Accrued litigation						943						930
Accrued expenses						11,979						10,393
Short-term debt						—						750
Other current liabilities						2,360						2,028
Total current liabilities						20,693						19,220
Long-term debt						18,983						17,476
Deferred income taxes						326						317
Other liabilities						5,368						4,553
Total Liabilities						45,370						41,566
Commitments and Contingencies
Stockholders’ Equity
Class A common stock, $0.0001 par value; authorized 3,000 shares, 1,405 and 1,404 shares issued and 893 and 907 shares outstanding, respectively						—						—
Class B common stock, $0.0001 par value; authorized 1,200 shares, 7 shares issued and outstanding						—						—
Additional paid-in-capital						6,757						6,442
Class A treasury stock, at cost, 512 and 497 shares, respectively						(79,670)						(71,431)
Retained earnings						81,752						72,907
Accumulated other comprehensive income (loss)						(935)						(1,433)
Mastercard Incorporated Stockholders' Equity						7,904						6,485
Non-controlling interests						15						30
Total Equity						7,919						6,515
Total Liabilities and Equity						$	53,289					$	48,081

The accompanying notes are an integral part of these consolidated financial statements.

8 MASTERCARD SEPTEMBER 30, 2025 FORM 10-Q

PART I

Consolidated Statement of Changes in Equity (Unaudited)
						Stockholders’ Equity
						Common Stock												Additional Paid-In Capital						Class A Treasury Stock						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Mastercard Incorporated Stockholders’ Equity						Non- Controlling Interests						Total Equity
						Class A						Class B
						(in millions)
Three Months Ended September 30, 2025
Balance at beginning of period						$	—					$	—					$	6,562					$	(76,299)					$	78,509					$	(919)					$	7,853					$	21					$	7,874
Net income						—						—						—						—						3,927						—						3,927						—						3,927
Activity related to non-controlling interests						—						—						—						—						—						—						—						(6)						(6)
Other comprehensive income (loss)						—						—						—						—						—						(16)						(16)						—						(16)
Dividends						—						—						—						—						(684)						—						(684)						—						(684)
Purchases of treasury stock						—						—						—						(3,371)						—						—						(3,371)						—						(3,371)
Share-based payments						—						—						195						—						—						—						195						—						195
Balance at end of period						$	—					$	—					$	6,757					$	(79,670)					$	81,752					$	(935)					$	7,904					$	15					$	7,919

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The following tables provide a summary of the growth trends in our key drivers:

						Three Months Ended September 30,																								Nine Months Ended September 30,
						2025												2024												2025												2024
						Increase/(Decrease)																								Increase/(Decrease)
						USD						Local						USD						Local						USD						Local						USD						Local
Mastercard-branded GDV growth 1						10%						9%						9%						11%						8%						9%						8%						10%
United States						7%						7%						7%						7%						7%						7%						6%						6%
Worldwide less United States						11%						10%						10%						12%						9%						10%						9%						12%
Cross-border volume growth 1						19%						15%						17%						17%						17%						15%						17%						17%

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
						Increase/(Decrease)												Increase/(Decrease)
Switched transactions growth						10%						11%						10%						11%

1 Excludes volume generated by Maestro and Cirrus cards.

Key Metrics related to the Payment Network

Assessments represent agreed-upon standard pricing provided to our customers based on various forms of payment-related activity. Assessments are used internally by management to monitor operating performance as it allows for comparability and provides visibility into cardholder trends. Assessments do not represent our net revenue.

The following provides additional information on our key metrics related to the payment network:

• Domestic assessments** are charges based on activity related to cards that carry the Company’s brands where the merchant country and the country of issuance are the same. These assessments are primarily driven by the domestic dollar volume of activity (e.g., domestic purchase volume, domestic cash volume) or the number of cards issued.

• Cross-border assessments** are charges based on activity related to cards that carry the Company’s brands where the merchant country and the country of issuance are different. These assessments are primarily driven by the cross-border dollar volume of activity (e.g., cross-border purchase volume, cross-border cash volume).

• Transaction processing assessments** are charges primarily driven by the number of switched transactions on our payment network. Switching activities include:

◦Authorization, the process by which a transaction is routed to the issuer for approval

◦Clearing, the determination and exchange of financial transaction information between issuers and acquirers after a transaction has been successfully conducted at the point of interaction

◦Settlement, which facilitates the determination and exchange of funds between parties

These assessments can also include connectivity services and network access, which are based on the volume of data transmitted and the number of authorization and settlement messages.

• Other network assessments** are charges for licensing, implementation and other franchise fees.

The following table provides a summary of our key metrics related to the payment network:

						Three Months Ended September 30,												Increase/(Decrease)												Nine Months Ended September 30,												Increase/(Decrease)
						2025						2024						As reported						Currency-neutral						2025						2024						As reported						Currency-neutral
						($ in millions)
Domestic assessments						$	2,809					$	2,641					6%						6%						$	8,256					$	7,707					7%						9%
Cross-border assessments						3,313						2,804						18%						16%						8,756						7,475						17%						16%
Transaction processing assessments						4,191						3,587						17%						15%						11,689						9,997						17%						16%
Other network assessments						255						227						13%						12%						746						697						7%						7%

MASTERCARD SEPTEMBER 30, 2025 FORM 10-Q 35

PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Foreign Currency

Currency Impact

Our primary revenue functional currencies are the U.S. dollar, euro, British pound and the Brazilian real. Our overall operating results are impacted by currency translation, which represents the effect of translating operating results where the functional currency is different than our U.S. dollar reporting currency.

Our operating results are also impacted by transactional currency. The impact of the transactional currency represents the effect of converting revenue and expense transactions occurring in a currency other than the functional currency. Changes in currency exchange rates directly impact the calculation of GDV, which is used in the calculation of our key metrics related to domestic assessments and cross-border assessments as well as certain volume-related rebates and incentives. GDV is calculated based on local currency spending volume converted to U.S. dollars and euros using average exchange rates for the period. As a result, our key metrics related to domestic assessments and cross-border assessments as well as certain volume-related rebates and incentives are impacted by the strengthening or weakening of the U.S. dollar and euro versus local currencies. For example, our billing in Australia is in the U.S. dollar, however, consumer spend in Australia is in the Australian dollar. The transactional currency impact of converting Australian dollars to our U.S. dollar billing currency will have an impact on the revenue generated. The strengthening or weakening of the U.S. dollar is evident when GDV growth on a U.S. dollar-converted basis is compared to GDV growth on a local currency basis. For the three and nine months ended September 30, 2025, GDV on a U.S. dollar-converted basis increased 10% and 8%, respectively, while GDV on a local currency basis increased 9% for each of the periods, versus the comparable periods in 2024. Further, the impact from transactional currency occurs in our key metrics related to transaction processing assessments and other network assessments as well as value-added services and solutions revenue and operating expenses when the transacting currency of these items is different than the functional currency of the entity.

To manage the impact of foreign currency variability on anticipated revenues and expenses, we may enter into foreign exchange derivative contracts and designate such derivatives as hedging instruments in a cash flow hedging relationship as discussed further in Note 16 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part I, Item 1.

Foreign Exchange Activity

We incur foreign currency gains and losses from remeasuring monetary assets and liabilities that are denominated in a currency other than the functional currency of the entity. To manage this foreign exchange risk, we may enter into foreign exchange derivative contracts to economically hedge the foreign currency exposure of our nonfunctional currency monetary assets and liabilities. The gains or losses resulting from the changes in fair value of these contracts are intended to reduce the potential effect of the underlying hedged exposure and are recorded net within general and administrative expenses on the consolidated statements of operations. The impact of this foreign exchange activity, including the related hedging activities, has not been eliminated in our currency-neutral results.

Our foreign exchange risk management activities are discussed further in Note 16 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part I, Item 1.

Financial Results

Net Revenue

The components of net revenue were as follows:

						Three Months Ended September 30,												Increase/(Decrease)						Nine Months Ended September 30,												Increase/(Decrease)
						2025						2024									2025						2024
						($ in millions)
Payment network						$	5,179					$	4,629					12%						$	14,556					$	12,924					13%
Value-added services and solutions						3,423						2,740						25%						9,429						7,754						22%
Total net revenue						$	8,602					$	7,369					17%						$	23,985					$	20,678					16%

For the three months ended September 30, 2025:

Net revenue increased 17%, or 15% on a currency-neutral basis, versus the comparable period in 2024, which included a 1 percentage point increase from acquisitions completed in 2024 (“Acquisitions”). The remaining increase in net revenue was attributable to organic growth in both our payment network and value-added services and solutions.

36 MASTERCARD SEPTEMBER 30, 2025 FORM 10-Q

PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net revenue from our payment network increased 12%, or 10% on a currency-neutral basis, versus the comparable period in 2024. The increase was primarily driven by growth in domestic and cross-border dollar volumes and an increase in the number of switched transactions, reflecting growth trends across all of our key drivers. Net revenue from our payment network included $5,389 million of rebates and incentives provided to customers, which increased 16%, or 15% on a currency-neutral basis, versus the comparable period in 2024, primarily due to an increase in our key drivers as well as new and renewed deals.

Net revenue from our value-added services and solutions increased 25%, or 22% on a currency-neutral basis, versus the comparable period in 2024, which included a 3 percentage point increase from Acquisitions. The remaining increase was driven primarily by (1) growth in our underlying key drivers, (2) our security and digital and authentication solutions, consumer acquisition and engagement services, and business and market insights and (3) pricing.

For the nine months ended September 30, 2025:

Net revenue increased 16%, on both an as-reported and currency-neutral basis, versus the comparable period in 2024, which included a 1 percentage point increase from Acquisitions. The remaining increase in net revenue was attributable to organic growth in both our payment network and value-added services and solutions.

Net revenue from our payment network increased 13%, on both an as-reported and currency-neutral basis, versus the comparable period in 2024. The increase was primarily driven by growth in domestic and cross-border dollar volumes and an increase in the number of switched transactions, reflecting growth trends across all of our key drivers. Net revenue from our payment network included $14,891 million of rebates and incentives provided to customers, which increased 15%, on both an as-reported and currency-neutral basis, versus the comparable period in 2024, primarily due to an increase in our key drivers as well as new and renewed deals.

Net revenue from our value-added services and solutions increased 22%, or 21% on a currency-neutral basis, versus the comparable period in 2024, which included a 3 percentage point increase from Acquisitions. The remaining increase was driven primarily by (1) growth in our underlying key drivers, (2) our security and digital and authentication solutions, and consumer acquisition and engagement services and (3) pricing.

See Note 3 (Revenue) to the consolidated financial statements included in Part II, Item 8 of our 2024 Form 10-K for a further discussion of our revenue recognition policies.

Drivers of Change

The following tables summarize the drivers of change in net revenue:

						Three Months Ended September 30, 2025
						Increase/(Decrease)
						Operational																		Acquisitions						Currency impact 1												Total
Payment network						10		%																			**						2		%													12		%
Value-added services and solutions						19		%																			3		%				3		%													25		%
Net revenue						13		%																			1		%				2		%													17		%

						Nine Months Ended September 30, 2025
						Increase/(Decrease)
						Operational															Acquisitions						Currency impact 1												Total
Payment network						13		%																**						—		%										13		%
Value-added services and solutions						17		%																3		%				1		%										22		%
Net revenue						14		%																1		%				—		%										16		%

Note: Tables may not sum due to rounding.

** Not applicable.

1Includes the translational and transactional impact of currency and the related impact of our foreign exchange derivative contracts designated as cash flow hedging instruments. See “Non-GAAP Financial Information - Currency-neutral Growth Rates” for further information on our currency impact non-GAAP adjustment.

MASTERCARD SEPTEMBER 30, 2025 FORM 10-Q 37

PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Operating Expenses

For the three months ended September 30, 2025, operating expenses increased 5% versus the comparable period in 2024. Adjusted operating expenses increased 15%, or 14% on a currency-neutral basis, versus the comparable period in 2024, which included a 4 percentage point increase from Acquisitions.

For the nine months ended September 30, 2025, operating expenses increased 11% versus the comparable period in 2024. Adjusted operating expenses increased 14%, on both an as-reported and currency-neutral basis, versus the comparable period in 2024, which included a 4 percentage point increase from Acquisitions.

The components of operating expenses were as follows:

						Three Months Ended September 30,												Increase/ (Decrease)						Nine Months Ended September 30,												Increase/ (Decrease)
						2025						2024									2025						2024
						($ in millions)
General and administrative						$	2,923					$	2,744					7%						$	8,212					$	7,448					10%
Advertising and marketing						245						220						11%						610						520						17%
Depreciation and amortization						290						225						29%						846						666						27%
Provision for litigation						83						176						(53)%						330						400						(18)%
Total operating expenses						3,541						3,365						5%						9,998						9,034						11%
Special Items 1						(83)						(366)						(77)%						(330)						(590)						(44)%
Adjusted total operating expenses 1						$	3,459					$	2,999					15%						$	9,668					$	8,444					14%

Note: Table may not sum due to rounding.

1 See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.

Drivers of Change

The following tables summarize the drivers of change in operating expenses:

						Three Months Ended September 30, 2025
						Increase/(Decrease)
						Operational						Acquisitions						Currency impact 1, 2						Special Items 2						Total
General and administrative						10%						4%						1%						(8)%						7%
Advertising and marketing						8%						2%						2%						**						11%
Depreciation and amortization						14%						13%						2%						**						29%
Provision for litigation						**						**						**						(53)%						(53)%
Total operating expenses						10%						4%						1%						(10)%						5%

						Nine Months Ended September 30, 2025
						Increase/(Decrease)
						Operational						Acquisitions						Currency impact 1, 2						Special Items 2						Total
General and administrative						10%						4%						—%						(3)%						10%
Advertising and marketing						14%						2%						1%						**						17%
Depreciation and amortization						13%						13%						1%						**						27%
Provision for litigation						**						**						**						(18)%						(18)%
Total operating expenses						10%						4%						—%						(4)%						11%

Note: Tables may not sum due to rounding.

** Not applicable.

1Represents the translational and transactional impact of currency.

2See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.

38 MASTERCARD SEPTEMBER 30, 2025 FORM 10-Q

PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General and Administrative

For the three months ended September 30, 2025, general and administrative expenses increased 7%, or 6% on a currency-neutral basis, versus the comparable period in 2024, which included a 4 percentage point increase from Acquisitions and an 8 percentage point decrease from Special Items. The remaining increase was primarily due to higher personnel costs to support the continued investment in our strategic initiatives across payments and value-added services and solutions as well as fulfillment costs to provide marketing services.

For the nine months ended September 30, 2025, general and administrative expenses increased 10%, on both an as-reported and currency-neutral basis, versus the comparable period in 2024, which included a 4 percentage point increase from Acquisitions and a 3 percentage point decrease from Special Items. The remaining increase was primarily due to higher personnel costs to support the continued investment in our strategic initiatives across payments and value-added services and solutions as well as fulfillment costs to provide marketing services.

The components of general and administrative expenses were as follows:

						Three Months Ended September 30,												Increase/ (Decrease)						Nine Months Ended September 30,												Increase/(Decrease)
						2025						2024									2025						2024
						($ in millions)
Personnel 1						$	1,893					$	1,899					—%						$	5,433					$	5,020					8%
Professional fees						128						129						(1)%						348						358						(3)%
Data processing and telecommunications						324						279						16%						930						820						13%
Foreign exchange activity 2						26						16						53%						68						49						38%
Other						552						421						32%						1,433						1,201						19%
Total general and administrative expenses						$	2,923					$	2,744					7%						$	8,212					$	7,448					10%

1For the three and nine months ended September 30, 2024, total general and administrative expenses included a restructuring charge of $190 million. See “Non-GAAP Financial Information” for further information.

2Foreign exchange activity includes the impact of remeasurement of assets and liabilities denominated in foreign currencies net of the impact of gains and losses on foreign exchange derivative contracts. See Note 16 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part I, Item 1 for further discussion.

Advertising and Marketing

For the three months ended September 30, 2025, advertising and marketing expenses increased 11%, or 9% on a currency-neutral basis, versus the comparable period in 2024, which included a 2 percentage point increase from Acquisitions. The remaining increase was primarily due to an increase in spending on sponsorships.

For the nine months ended September 30, 2025, advertising and marketing expenses increased 17%, or 16% on a currency-neutral basis, versus the comparable period in 2024, which included a 2 percentage point increase from Acquisitions. The remaining increase was primarily due to an increase in spending on sponsorships and marketing campaigns.

Depreciation and Amortization

For the three months ended September 30, 2025, depreciation and amortization expenses increased 29%, or 27% on a currency-neutral basis, versus the comparable period in 2024, which included a 13 percentage point increase from Acquisitions. The remaining increase was primarily due to higher capitalized software versus the comparable period in 2024, driven by the continued growth of our business.

For the nine months ended September 30, 2025, depreciation and amortization expenses increased 27%, or 26% on a currency-neutral basis, versus the comparable period in 2024, which included a 13 percentage point increase from Acquisitions. The remaining increase was primarily due to higher capitalized software versus the comparable period in 2024, driven by the continued growth of our business.

Provision for Litigation

For the three months ended September 30, 2025, we recorded charges of $83 million, primarily due to a legal provision associated with the U.S. liability shift litigation. For the nine months ended September 30, 2025, we recorded charges of $330 million, primarily as a result of a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation, a legal provision associated with the U.S. liability shift litigation and a legal provision associated with the ATM non-discrimination rule surcharge complaints. See “Non-GAAP Financial Information” in this section and Note 14 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part I, Item 1 of this Report for further discussion.

MASTERCARD SEPTEMBER 30, 2025 FORM 10-Q 39

PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Other Income (Expense)

The components of total other income (expense) were as follows:

						Three Months Ended September 30,												Favorable/ (Unfavorable)						Nine Months Ended September 30,												Favorable/ (Unfavorable)
						2025						2024									2025						2024
						(in millions)
Investment income						$	81					$	76					$	5					$	239					$	231					$	8
Gains (losses) on equity investments, net						41						(62)						103						16						(69)						85
Interest expense						(186)						(159)						(27)						(563)						(462)						(101)
Other income (expense), net						2						7						(5)						23						19						4
Total other income (expense)						(62)						(138)						76						(285)						(281)						(4)
(Gains) losses on equity investments 1						(41)						62						(103)						(16)						69						(85)
Adjusted total other income (expense) 1						$	(103)					$	(75)					$	(28)					$	(301)					$	(211)					$	(90)

Note: Table may not sum due to rounding.

1 See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.

Income Taxes

The effective income tax rates for the three months ended September 30, 2025 and 2024 were 21.5% and 15.6%, respectively. The adjusted effective income tax rates for the three months ended September 30, 2025 and 2024 were 21.4% and 16.3%, respectively. The effective income tax rates for the nine months ended September 30, 2025 and 2024 were 20.4% and 16.1%, respectively. The adjusted effective income tax rates for the nine months ended September 30, 2025 and 2024 were 20.5% and 16.6%, respectively. Both the as-reported and as-adjusted effective income tax rates for the three and nine months ended September 30, 2025 were higher versus the comparable periods in 2024, primarily due to the Pillar 2 Rules and a change in our geographic mix of earnings. In 2025, the Pillar 2 Rules took effect in Singapore and various other jurisdictions and largely offsets the reduction to our effective income tax rate resulting from our incentive grant received from the Singapore Ministry of Finance. See Note 20 (Income Taxes) to the consolidated financial statements included in Part II, Item 8 of our 2024 Form 10-K for further information about this incentive grant.

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.

Liquidity and Capital Resources

We rely on existing liquidity (our cash, cash equivalents and investments), cash generated from operations and access to capital to fund our global operations, credit and settlement exposure, capital expenditures, investments in our business and current and potential obligations. The following table summarizes the cash, cash equivalents, investments and credit available to us:

			September 30, 2025						December 31, 2024
			(in billions)
Cash, cash equivalents and investments 1			$	10.6					$	8.8
Unused line of credit			$	8.0					$	8.0

1 Investments include available-for-sale securities and held-to-maturity securities. This amount excludes restricted cash and restricted cash equivalents and restricted security deposits held for customers at September 30, 2025 and December 31, 2024 of $2.5 billion and $2.4 billion, respectively.

We believe that our existing liquidity, our cash flow generating capabilities, and our access to capital resources are sufficient to satisfy our future operating cash needs, capital asset purchases, outstanding commitments and other liquidity requirements associated with our existing operations and potential obligations, which include litigation provisions and credit and settlement exposure.

Our liquidity and access to capital could be negatively impacted by global credit market conditions. We guarantee the settlement of many of the transactions between our customers. Historically, payments under these guarantees have not been significant; however, historical trends may not be indicative of potential future losses. The risk of loss on these guarantees is specific to individual customers, but may also be driven by regional or global economic and market conditions, including, but not limited to the health of the financial institutions in a country or region. See Note 15 (Settlement and Other Risk Management) to the consolidated financial statements in Part I, Item 1 for a description of these guarantees.

40 MASTERCARD SEPTEMBER 30, 2025 FORM 10-Q

PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our liquidity and access to capital could also be negatively impacted by the outcome of any of the legal or regulatory proceedings to which we are a party. For additional discussion of these and other risks facing our business, see Part I, Item 1A - Risk Factors of our 2024 Form 10-K and Note 14 (Legal and Regulatory Proceedings) to the consolidated financial statements in Part I, Item 1 of this Report.

Cash Flows

The table below shows a summary of the cash flows from operating, investing and financing activities:

			Nine Months Ended September 30,
			2025						2024
			(in millions)
Net cash provided by operating activities			$	12,646					$	9,946
Net cash used in investing activities			$	(941)					$	(724)
Net cash used in financing activities			$	(9,993)					$	(6,795)

Net cash provided by operating activities increased $2,700 million for the nine months ended September 30, 2025, versus the comparable period in 2024, primarily due to higher net income after adjusting for non-cash items.

Net cash used in investing activities increased $217 million for the nine months ended September 30, 2025, versus the comparable period in 2024, primarily due to lower proceeds from maturities and sales of investment securities, partially offset by lower purchases of investment securities.

Net cash used in financing activities increased $3,198 million for the nine months ended September 30, 2025, versus the comparable period in 2024, primarily due to lower proceeds from debt and higher cash paid for repurchases of our Class A common stock and dividends, partially offset by higher repayments of debt in the prior year.

Debt and Credit Availability

In February 2025, we issued $300 million principal amount of Floating Rate Notes due March 2028, $450 million principal amount of 4.550% notes due March 2028 and $500 million principal amount of 4.950% notes due March 2032 (collectively, the “2025 USD Notes”). The net proceeds from the issuance of the 2025 USD Notes, after deducting the original issue discount, underwriting discount and offering expenses, were $1.242 billion.

In March 2025, $750 million of principal related to the 2019 USD Notes matured and was paid. Our total debt outstanding at September 30, 2025 and December 31, 2024 was $19.0 billion and $18.2 billion, respectively, with the earliest maturity of $750 million of principal occurring in November 2026.

As of September 30, 2025, we have a commercial paper program (the “Commercial Paper Program”), under which we are authorized to issue up to $8 billion in outstanding notes, with maturities up to 397 days from the date of issuance. In conjunction with the Commercial Paper Program, we have a committed unsecured $8 billion revolving credit facility (the “Credit Facility”) that expires in November 2029.

Borrowings under the Commercial Paper Program and the Credit Facility are to be used to provide liquidity for general corporate purposes, including providing liquidity in the event of one or more settlement failures by our customers. In addition, we may borrow and repay amounts under these facilities for business continuity purposes. We had no borrowings outstanding under the Commercial Paper Program or the Credit Facility at September 30, 2025 and December 31, 2024.

See Note 9 (Debt) to the consolidated financial statements included in Part I, Item 1 for further discussion on our debt and Note 15 (Debt) to the consolidated financial statements included in Part II, Item 8 of our 2024 Form 10-K for further discussion on our debt, the Commercial Paper Program and the Credit Facility.

Dividends and Share Repurchases

We have historically paid quarterly dividends on our outstanding Class A common stock and Class B common stock. Subject to legally available funds, we intend to continue to pay a quarterly cash dividend. The declaration and payment of future dividends is at the sole discretion of our Board of Directors after taking into account various factors, including our financial condition, operating results, available cash and current and anticipated cash needs.

Aggregate payments for quarterly dividends for the nine months ended September 30, 2025 totaled $2,072 million.

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.

MASTERCARD SEPTEMBER 30, 2025 FORM 10-Q 41

PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

On February 10, 2025, our Board of Directors declared a quarterly cash dividend of $0.76 per share paid 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 was $691 million.

On June 24, 2025, our Board of Directors declared a quarterly cash dividend of $0.76 per share payable on August 8, 2025 to holders of record as of July 9, 2025 of our Class A common stock and Class B common stock. The aggregate amount of this dividend was $687 million.

On September 16, 2025, our Board of Directors declared a quarterly cash dividend of $0.76 per share payable on November 7, 2025 to holders of record as of October 9, 2025 of our Class A common stock and Class B common stock. The aggregate amount of this dividend is $684 million.

Repurchased shares of our common stock are considered treasury stock. In December 2024 and 2023, our Board of Directors approved share repurchase programs of our Class A common stock authorizing us to repurchase up to $12.0 billion and $11.0 billion, respectively. The program approved in 2024 became effective in April 2025 after the completion of the program approved in 2023. The timing and actual number of additional shares repurchased will depend on a variety of factors, including cash requirements to meet the operating needs of the business, legal requirements, as well as the share price and economic and market conditions. The following table summarizes our share repurchase authorizations and repurchase activity of our Class A common stock through September 30, 2025, unless otherwise noted:

						(in millions, except per share data)
Remaining authorization at December 31, 2024						$	15,188
Dollar-value of shares repurchased for the nine months ended September 30, 2025						$	8,169
Remaining authorization at September 30, 2025						$	7,019
Shares repurchased for the nine months ended September 30, 2025						14.7
Average price paid per share for the nine months ended September 30, 2025						$	554.47
Dollar-value of shares repurchased October 1, 2025 through October 27, 2025						$	1,202

Note: Table may not sum due to rounding.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements, if any, and the potential impact of these pronouncements refer to Note 1 (Summary of Significant Accounting Policies) to the consolidated financial statements in Part I, Item 1.