Cover and table of contents

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Cover and table of contents

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


☐			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

Next: Item 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)