Mastercard Inc

For the period ended Mar 31, 2026. Filed Apr 30, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed Apr 30, 2026

MA$655.81+0.5%Stored close · as of Nov 9, 2026

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Contents

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

ITEM 5. OTHER INFORMATION

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

For the three months ended March 31, 2026, certain of our officers or directors adopted orterminated trading arrangements for the sale of shares of our common stock as follows:

	Action		Date		Plans	Number of Securities to be Sold	Expiration
		Rule 10b5-1 1		Non-Rule 10b5-1 2
Raj Seshadri,Chief Commercial Payments Officer	Adoption		February 27, 2026		X	-	Up to (i) 3,977 shares of Class A common stock underlying employee stock options and (ii) 3,000 shares of Class A common stock underlying vested but not yet settled performance stock units 3	The earlier of (i) the date when all securities under the plan are exercised and sold and (ii) December 31, 2026

1 Intended to satisfy the affirmative defense conditions of Rule 105b-1(c).

2 Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

3 The 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 Ms. Seshadri’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.

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