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Item 9A. Controls and Procedures

2024-02-13 compared with 2023-02-14 · 39 added, 37 removed, 171 unchanged (31% of the section changed)

9 unchanged sentences

There was no change in Mastercard’s internal control over financial reporting that occurred during the three months ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, Mastercard’s internal control over financial reporting.

115 MASTERCARD 2023 FORM 10-K

OTHER INFORMATION

Other information

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

During the three months ended December 31, 2023, certain of our officers and directors adopted or terminated 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

Michael Miebach ,

President and Chief Executive Officer

Adoption November 2, 2023 X - 23,552 shares of Class A Common Stock underlying employee stock options The earlier of (i) the date when all securities under plan are exercised and sold and (ii) November 15, 2024

Raja Rajamannar ,

Chief Marketing and Communications Officer

Adoption November 28, 2023 X - (i) 48,112 shares of Class A Common Stock underlying employee stock options and (ii) 12,000 shares of Class A Common Stock The earlier of (i) the date when all securities under plan are exercised and sold and (ii) November 28, 2024

1 Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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

Other Information

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, we hereby incorporate by reference herein the disclosure contained in Exhibit 99.1 of this Report.

32 unchanged sentences

EXHIBIT INDEX

Exhibit index

Exhibit number Exhibit Description

Amended and Restated Certificate of Incorporation of Mastercard Incorporated (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 24, 2022 (File No.

Amended and Restated By-Laws of Mastercard Incorporated (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed June 2 4 , 202 2 (File No.

Amended and Restated By-Laws of Mastercard Incorporated (incorporated by reference to Exhibit 3.

1 to the Company’s Current Report on Form 8-K filed December 11 , 202 3 (File No.

Indenture, dated as of March 31, 2014, between the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 31, 2014 (File No.

Officer’s Certificate of the Company, dated as of March 31, 2014 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on March 31, 2014 (File No.

Form of Global Note representing the Company’s 3.375% Notes due 2024 (included in Officer’s Certificate of the Company, dated as of March 31, 2014) (incorporated by reference to Exhibit 4.

2 of the Company’s Current Report on Form 8-K filed on March 31, 2014 (File No.

Form of Global Note representing the Company’s 3.375% Notes due 2024 (included in Officer’s Certificate of the Company, dated as of March 31, 2014) (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on March 31, 2014 (File No.

Officer’s Certificate of the Company, dated as of December 1, 2015 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on December 1, 2015 (File No.

Form of Global Note representing the Company’s 2.100% Notes due 2027 (included in Officer’s Certificate of the Company, dated as of December 1, 2015) (incorporated by reference to Exhibit 4.

1 of the Company’s Current Report on Form 8-K filed on December 1, 2015 (File No.

Form of Global Note representing the Company’s 2.500% Notes due 2030 (included in Officer’s Certificate of the Company, dated as of December 1, 2015) (incorporated by reference to Exhibit 4.

1 of the Company’s Current Report on Form 8-K filed on December 1, 2015 (File No.

Form of Global Note representing the Company’s 2.100% Notes due 2027 (included in Officer’s Certificate of the Company, dated as of December 1, 2015) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on December 1, 2015 (File No.

Form of Global Note representing the Company’s 2.500% Notes due 2030 (included in Officer’s Certificate of the Company, dated as of December 1, 2015) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on December 1, 2015 (File No.

Officer’s Certificate of the Company, dated as of November 21, 2016 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on November 21, 2016 (File No.

Form of Global Note representing the Company’s 2.950% Notes due 2026 (included in Officer’s Certificate of the Company, dated as of November 21, 2016) (incorporated by reference to Exhibit 4.

1 of the Company’s Current Report on Form 8-K filed on November 21, 2016 (File No.

Form of Global Note representing the Company’s 3.800% Notes due 2046 (included in Officer’s Certificate of the Company, dated as of November 21, 2016) (incorporated by reference to Exhibit 4.

1 of the Company’s Current Report on Form 8-K filed on November 21, 2016 (File No.

Form of Global Note representing the Company’s 2.950% Notes due 2026 (included in Officer’s Certificate of the Company, dated as of November 21, 2016) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on November 21, 2016 (File No.

Form of Global Note representing the Company’s 3.800% Notes due 2046 (included in Officer’s Certificate of the Company, dated as of November 21, 2016) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on November 21, 2016 (File No.

Officer’s Certificate of the Company, dated as of February 26, 2018 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on February 26, 2018 (File No.

Form of Global Note representing the Company’s 3.5% Notes due 2028 (included in Officer’s Certificate of the Company, dated as of February 26, 2018) (incorporated by reference to Exhibit 4.1 of the of the Company’s Current Report on Form 8-K filed on February 26, 2018 (File No.

Form of Global Note representing the Company’s 3.5% Notes due 2028 (included in Officer’s Certificate of the Company, dated as of February 26, 2018) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on February 26, 2018 (File No.

Form of Global Note representing the Company’s 3.95% Notes due 2048 (included in Officer’s Certificate of the Company, dated as of February 26, 2018) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on February 26, 2018 (File No.

Officer’s Certificate of the Company, dated as of May 31, 2019 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on May 31, 2019 (File No.

14 unchanged sentences

Form of Global Note representing the Company’s 1.000% Notes due 2029 (included in Officer’s Certificate of the Company, dated as of February 22, 2022) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on February 22, 2022 (File No.

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Officer’s Certificate of the Company, dated as of March 9, 2023 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 9, 2023 (File No.

Form of Global Note representing the Company’s 4.875% Notes due 2028 (included in Officer’s Certificate of the Company, dated as of March 9, 2023) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 9, 2023 (File No.

Form of Global Note representing the Company’s 4.850% Notes due 2033 (included in Officer’s Certificate of the Company, dated as of March 9, 2023) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 9, 2023 (File No.

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.29 of the Company’s Annual Report on Form 10-K filed on February 14, 2023 (File No.

$8,000,000,000 Amended and Restated Credit Agreement, dated as of November 10, 2022, among Mastercard Incorporated, the several lenders and agents from time to time party thereto, Citibank, N.A., as managing administrative agent and JPMorgan Chase Bank, N.A.

as administrative agent.

Employment Agreement between Mastercard International Incorporated and Ajaypal Banga, dated as of July 1, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 8, 2010 (File No.

Employment Letter Agreement between Mastercard International Incorporated and Ajaypal Banga, dated as of December 31, 2020 (incorporated by reference to Exhibit 10.2.1 to the Company’s Annual Report on Form 10-K filed February 12, 2021 (File No.

Consulting Letter Agreement between Mastercard International Incorporated and Ajaypal Banga, dated as of December 13, 2021 (incorporated by reference to Exhibit 10.2.2 to the Company’s Annual Report on Form 10-K filed February 11, 2022 (File No.

Description of Employment Arrangement with Craig Vosburg (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 2, 2018 (File No.

Description of Employment Arrangement with Tim Murphy (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed April 30, 2019 (File No.

Description of Employment Arrangement with Michael Froman (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed April 29, 2020 (File No.

Description of Employment Arrangement with Sachin Mehra (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed April 29, 2020 (File No.

Description of Employment Arrangement with Michael Miebach (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed April 29, 2020 (File No.

Mastercard International Senior Executive Annual Incentive Compensation Plan, as amended and restated effective September 7, 2022 (incorporated by reference to Exhibit 10.

1 to the Company’s Quarterly Report on Form 10-Q filed October 27, 2022 (File No.

as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Annual Report on Form 10-K filed on February 14, 2023 (File No.

Mastercard International Senior Executive Annual Incentive Compensation Plan, as amended and restated effective June 12 , 202 3 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed July 27, 202 3 (File No.

Mastercard International Incorporated Restoration Program, as amended and restated January 1, 2007 unless otherwise provided (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed February 19, 2009 (File No.

5 unchanged sentences

Form of Mastercard Incorporated Long Term Incentive Plan Non-Competition and Non-Solicitation Agreement for named executive officers (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed February 16, 2012 (File No.

Amended and Restated Mastercard International Incorporated Executive Severance Plan, amended and restated as of April 11 , 202 2 (incorporated by reference to Exhibit 10.

4 to the Company’s Quarterly Report on Form 10-Q filed April 2 8 , 202 2 (File No.

Amended and Restated Mastercard International Incorporated Change in Control Severance Plan, amended and restated as of April 11 , 20 22 (incorporated by reference to Exhibit 10.

5 to the Company’s Quarterly Report on Form 10-Q filed April 28, 2022 (File No.

Schedule of Non-Employee Directors’ Annual Compensation effective as of January 1, 2022 (incorporated by reference to to Exhibit 10.

20 to the Company ’ s Annual Report on Form 10-K filed February 11, 2022 (File No.

001-32877)) .

Amended and Restated Mastercard International Incorporated Executive Severance Plan, amended and restated as of October 1 7 , 202 3 (incorporated by reference to Exhibit 10.

1 to the Company’s Quarterly Report on Form 10-Q filed October 26 , 202 3 (File No.

Amended and Restated Mastercard International Incorporated Change in Control Severance Plan, amended and restated as of October 1 7 , 202 3 (incorporated by reference to Exhibit 10.

2 to the Company’s Quarterly Report on Form 10-Q filed October 2 6 , 202 3 (File No.

Mastercard Incorporated Employee Stock Purchase Plan, effective as of June 27, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed July 27, 2023 (File No.

2006 Non-Employee Director Equity Compensation Plan, amended and restated effective as of June 22, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed July 29, 2021 (File No.

Form of Deferred Stock Unit Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan, amended and restated effective June 2 2 , 20 2 1 (effective for awards granted on and subsequent to June 2 1 , 20 2 2 ) (incorporated by reference to Exhibit 10.

1 to the Company’s Quarterly Report on Form 10-Q filed July 28 , 20 22 (File No.

Form of Restricted Stock Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan, amended and restated effective June 2 2 , 20 21 (effective for awards granted on and subsequent to June 2 1 , 20 2 2 ) (incorporated by reference to Exhibit 10.

2 to the Company’s Quarterly Report on Form 10-Q filed July 28 , 20 22 (File No.

Form of Deferred Stock Unit Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan, (effective for awards granted on and subsequent to June 27, 2023) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed July 27, 2023 (File No.

Form of Restricted Stock Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan (effective for awards granted on and subsequent to June 27, 2023) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed July 27, 2023 (File No.

Form of Indemnification Agreement between Mastercard Incorporated and certain of its directors (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 2, 2006 (File No.

27 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Mastercard Incorporated Executive Officer Incentive Compensation Recovery Policy, effective October 2 , 2023 .

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

58 unchanged sentences

February 13, 2024 By:

/s/ JACKSON TAI

February 14, 2023 By:

/s/ HARIT TALWAR

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures