A Dark Vector Cognition product

Item 1A. Risk factors

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Item 1A. Risk factors

For a discussion of our risk factors, see Part I, Item 1A - Risk Factors of our 2025 Form 10-K.

Item 2. Unregistered sales of equity securities and use of proceeds

Issuer Purchases of Equity Securities

The following table presents the repurchase activity of our Class A common stock on a cash basis for the first quarter of 2026:

PeriodTotal Number of Shares PurchasedAverage Price Paid per Share (including commission cost)Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsDollar Value of Shares that may yet be Purchased under the Plans or Programs 1
January 1 - 311,707,648$545.691,707,648$16,529,581,374
February 1 - 281,952,299$526.631,952,299$15,501,442,179
March 1 - 314,103,972$505.544,103,972$13,426,723,416
Total7,763,919$519.677,763,919

1 Dollar value of shares that may yet be purchased under the share repurchase programs is as of the end of the period. In December 2025 and 2024, our Board of Directors approved programs authorizing us to repurchase shares of our Class A common stock up to $14.0 billion and $12.0 billion, respectively.

Item 5. Other information

Amendments to By-Laws

On April 26, 2026, our Board of Directors approved and adopted amendments to our amended and restated by-laws (the "Amended and Restated By-Laws"), which became effective immediately upon adoption. The amendments reflect certain technical administrative, clarifying and conforming changes, including conforming director eligibility standards consistent with changes previously made to our Restated Certificate of Incorporation and clarifying the definition of “competitor” for the same purpose.

The foregoing description of the Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, which are attached as Exhibit 3.1 to this Report and incorporated herein by reference.

MASTERCARD MARCH 31, 2026 FORM 10-Q 41

PART II

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