MANYSESEC EDGAREDGAR

Mastercard Inc

Services-Business Services, NEC·PURCHASE, NY·FY end 12/31·CIK 1141391

Board of Directors

11 members · 10 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
Merit E. JanowChair12y68NCGAuditRisk
Michael MiebachCEO and Director5y58
Candido BracherDirector4y67AuditRisk
Richard K. DavisDirector7y68CompNCG
Julius GenachowskiDirector12y63AuditNCGRisk
Choon Phong GohDirector7y62NCGRisk
Oki MatsumotoDirector9y62Comp
Youngme MoonDirector6y62RiskComp
Gabrielle SulzbergerDirector7y65AuditNCG
Harit TalwarDirector4y65AuditComp
Lance UgglaDirector6y64CompNCG

Risk-factor diff

FY 2025 10-K vs. FY 2024
+237 new220 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

- Legal and Regulatory Risks and Note 19 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8.

NEW · FY 2025

Net cash provided by operating activities increased $2.9 billion in 2025 versus the prior year, primarily due to higher net income after adjusting for non-cash items.

NEW · FY 2025

Net cash used in investing activities decreased $2.0 billion in 2025 versus the prior year, primarily due to less cash paid for business acquisitions and lower purchases of investment securities, partially offset by lower proceeds from maturities and sales of investment securities.

NEW · FY 2025

Net cash used in financing activities increased $3.3 billion in 2025 versus the prior year, 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.

NEW · FY 2025

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.

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Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.