Miebach Michael Form 4 Filed 2025-02-20

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Miebach Michael

2. Issuer Name and Ticker or Trading Symbol
Mastercard Inc [MA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President & CEO

(Last)

(First)

(Middle)

2000 PURCHASE STREET

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2025

(Street)

PURCHASE, NY 10577

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/18/2025		M		18,000⁽¹⁾	A	$173.49	99,926.721⁽²⁾	D
Class A Common Stock	02/18/2025		S		3,100⁽¹⁾	D	$562.3278	96,826.721⁽³⁾	D
Class A Common Stock	02/18/2025		S		3,008⁽¹⁾	D	$563.4329	93,818.721⁽⁴⁾	D
Class A Common Stock	02/18/2025		S		2,401⁽¹⁾	D	$564.2488	91,417.721⁽⁵⁾	D
Class A Common Stock	02/18/2025		S		2,809⁽¹⁾	D	$565.6391	88,608.721⁽⁶⁾	D
Class A Common Stock	02/18/2025		S		4,437⁽¹⁾	D	$566.3243	84,171.721⁽⁷⁾	D
Class A Common Stock	02/18/2025		S		2,045⁽¹⁾	D	$567.708	82,126.721⁽⁸⁾	D
Class A Common Stock	02/18/2025		S		200⁽¹⁾	D	$568.435	81,926.721⁽⁹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$173.49

02/18/2025

18,000⁽¹⁾

⁽¹⁰⁾

03/01/2028

Class A Common Stock

18,000

$ 0

11,952

Explanation of Responses:

1.	The transaction was effected pursuant to a pre-planned trading plan entered into in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The pre-planned trading plan was adopted by the reporting person for personal financial management purposes on November 18, 2024.
2.	Reflects (1) 49.773 shares of Class A Common Stock acquired by the reporting person in November 2024 pursuant to the company's Employee Stock Purchase Plan and (2) an addition of 225 shares to reflect the correction of previous inadvertent typographical errors.
3.	This transaction was executed in multiple trades at prices ranging from $561.82 to $562.81. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
4.	This transaction was executed in multiple trades at prices ranging from $562.86 to $563.84. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
5.	This transaction was executed in multiple trades at prices ranging from $563.86 to $564.85. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
6.	This transaction was executed in multiple trades at prices ranging from $565.00 to $565.99. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
7.	This transaction was executed in multiple trades at prices ranging from $566.00 to $566.98. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
8.	This transaction was executed in multiple trades at prices ranging from $567.43 to $568.34. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
9.	This transaction was executed in multiple trades at prices ranging from $568.43 to $568.44. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
10.	The reporting person was awarded 29,952 employee stock options on March 1, 2018, which previously had fully vested.

	Signatures
	Craig Brown, as attorney-in-fact for Michael Miebach, pursuant to a power of attorney dated March 19, 2019	02/20/2025
	** Signature of Reporting Person	Date
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