MA 10-K report for 2025-12-31

Mastercard Incorporated, a technology company, provides transaction processing and other payment-related products and services in the United States and internationally.

MA 10-K report for 2025-12-31 ma-20251231 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2025 Or ☐ 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 Purchase, NY 10577 (Address of principal executive offices) (Zip Code) ( 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 Securities registered pursuant to Section 12(g) of the Act: Class B common stock, par value $0.0001 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 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 (§232.405 of this chapter) 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. 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ The aggregate market value of the registrant’s Class A common stock held by non-affiliates (using the New York Stock Exchange closing price as of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $ 505.0 billion. There is currently no established public trading market for the registrant’s Class B common stock. As of February 6, 2026, there were 885,216,386 shares outstanding of the registrant’s Class A common stock and 6,595,925 shares outstanding of the registrant’s Class B common stock. Portions of the registrant’s definitive proxy statement for the 2026 Annual Meeting of Stockholders are incorporated by reference into Part III hereof. MASTERCARD INCORPORATED FISCAL YEAR 2025 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS PART I 6 Item 1. Business 27 Item 1A. Risk factors 41 Item 1B. Unresolved staff comments 41 Item 1C. Cybersecurity 43 Item 2. Properties 43 Item 3. Legal proceedings 43 Item 4. Mine safety disclosures 44 - Information about our executive officers PART II 48 Item 5. Market for registrant’s common equity, re Item 1A. Risk factors 41 Item 1B. Unresolved staff comments 41 Item 1C. Cybersecurity 43 Item 2. Properties 43 Item 3. Legal proceedings 43 Item 4. Mine safety disclosures 44 - Information about our executive officers PART II 48 Item 5. Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities 48 Item 6. Reserved 49 Item 7. Management’s discussion and analysis of financial condition and results of operations 63 Item 7A. Quantitative and qualitative disclosures about market risk 64 Item 8. Financial statements and supplementary data 112 Item 9. Changes in and disagreements with accountants on accounting and financial disclosure 112 Item 9A. Controls and procedures 113 Item 9B. Other information 113 Item 9C. Disclosure r egarding f oreign j urisdictions that p revent i nspections PART III 115 Item 10. Directors, executive officers and corporate governance 115 Item 11. Executive compensation 115 Item 12. Security ownership of certain beneficial owners and management and related stockholder matters 115 Item 13. Certain relationships and related transactions, and director independence 115 Item 14. Principal accountant fees and services PART IV 117 Item 15. Exhibits and financial statement schedules 117 Item 16. Form 10-K summary MASTERCARD 2025 FORM 10-K 3 In this Report on Form 10-K (“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 “Risk Factors” in Part I, Item 1A for a complete discussion of these risk factors. 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. 4 MASTERCARD 2025 FORM 10-K PART I Item 1. Business Item 1A. Risk factors Item 1B. Unresolved staff comments Item 1C. C ybersecurity Item 2. Properties Item 3. Legal proceedings Item 4. Mine safety disclosures Information about our executive officers PART I ITEM 1. BUSINESS Item 1. Business Overview Mastercard is a technology company in the global payments industry. We connect consumers, financial institutions, merchants, governments, digital partners, businesses and other organizations worldwide by enabling electronic payments and making those payment transactions secure, simple, smart and accessible. We make payments easier and more efficient by providing a wide range of payment solutions and services using our family of well-known and trusted brands, including our primary brand Mastercard®, as well as our Maestro® and Cirrus® brands. We operate a payments network that provides choice and flexibility for consumers, merchants and our customers. Through our unique and proprietary global payments network, we switch (authorize, clear and settle) payment transactions. We have additional payments capabilities that include automated clearing house (“ACH”) transactions (both batch and real-time account-based payments). Using these capabilities, we offer consumer and commercial payment products, capture new payment flows and provide services and solutions. These services and solutions include, among others, security solutions, consumer acquisition and engagement services, business and market insights, digital and authentication, processing and gateway and other solutions, all of which draw on our principled and responsible use of secure data . Our capabilities strengthen, reinforce and complement each other and are fundamentally interdependent. For our global payments network, our franchise model sets the standards and ground-rules that balance value and risk across (and allow for interoperability among) all stakeholders. We employ a multi-layered approach to help protect the global payments ecosystem in which we operate. For a full discussion of our business, please see page 10. Our Performance The following are our key financial and operational highlights for 2025, including growth rates over the prior year: GAAP Net revenue Net income Diluted EPS $32.8B $15.0B $16.52 up 16% up 16% up 19% Non-GAAP 1 (currency-neutral growth rate) Adjusted net revenue Adjusted net income Adjusted diluted EPS $32.8B $15.4B $17.01 up 15% up 13% up 15% $14.5B $11.7B Repurchased shares $17.6B in cap Item 7. Management’s discussion and analysis of financial condition and results of operations 63 Item 7A. Quantitative and qualitative disclosures about market risk 64 Item 8. Financial statements and supplementary data 112 Item 9. Changes in and disagreements with accountants on accounting and financial disclosure 112 Item 9A. Controls and procedures 113 Item 9B. Other information 113 Item 9C. Disclosure r egarding f oreign j urisdictions that p revent i nspections PART III 115 Item 10. Directors, executive officers and corporate governance 115 Item 11. Executive compensation 115 Item 12. Security ownership of certain beneficial owners and management and related stockholder matters 115 Item 13. Certain relationships and related transactions, and director independence 115 Item 14. Principal accountant fees and services PART IV 117 Item 15. Exhibits and financial statement schedules 117 Item 16. Form 10-K summary MASTERCARD 2025 FORM 10-K 3 In this Report on Form 10-K (“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 “Risk Factors” in Part I, Item 1A for a complete discussion of these risk factors. 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. 4 MASTERCARD 2025 FORM 10-K PART I Item 1. Business Item 1A. Risk factors Item 1B. Unresolved staff comments Item 1C. C ybersecurity Item 2. Properties Item 3. Legal proceedings Item 4. Mine safety disclosures Information about our executive officers PART I ITEM 1. BUSINESS Item 1. Business Overview Mastercard is a technology company in the global payments industry. We connect consumers, financial institutions, merchants, governments, digital partners, businesses and other organizations worldwide by enabling electronic payments and making those payment transactions secure, simple, smart and accessible. We make payments easier and more efficient by providing a wide range of payment solutions and services using our family of well-known and trusted brands, including our primary brand Mastercard®, as well as our Maestro® and Cirrus® brands. We operate a payments network that provides choice and flexibility for consumers, merchants and our customers. Through our unique and proprietary global payments network, we switch (authorize, clear and settle) payment transactions. We have additional payments capabilities that include automated clearing house (“ACH”) transactions (both batch and real-time account-based payments). Using these capabilities, we offer consumer and commercial payment products, capture new payment flows and provide services and solutions. These services and solutions include, among others, security solutions, consumer acquisition and engagement services, business and market insights, digital and authentication, processing and gateway and other solutions, all of which draw on our principled and responsible use of secure data . Our capabilities strengthen, reinforce and complement each other and are fundamentally interdependent. For our global payments network, our franchise model sets the standards and ground-rules that balance value and risk across (and allow for interoperability among) all stakeholders. We employ a multi-layered approach to help protect the global payments ecosystem in which we operate. For a full discussion of our business, please see page 10. Our Performance The following are our key financial and operational highlights for 2025, including growth rates over the prior year: GAAP Net revenue Net income Diluted EPS $32.8B $15.0B $16.52 up 16% up 16% up 19% Non-GAAP 1 (currency-neutral growth rate) Adjusted net revenue Adjusted net income Adjusted diluted EPS $32.8B $15.4B $17.01 up 15% up 13% up 15% $14.5B $11.7B Repurchased shares $17.6B in capital returned to stockholders $2.8B Dividends paid cash flows from operations Gross dollar volume (growth on a local currency basis) Cross-border volume growth (on a local currency basis) Switched transactions $10.6T up 15% 175.5B up 9% up 10% 1 Non-GAAP results (including growth rates) exclude the impact of gains and losses on equity investments, Special Items an

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