What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-02-12 compared with 2024-02-13 · 27 added, 24 removed, 92 unchanged (36% of the section changed)

Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities

Our Class A common stock trades on the New York Stock Exchange under the symbol “ MA”.

Our Class A common stock trades on the New York Stock Exchang e under the symbol “MA”.

At February 7, 2025, we had 67 stockholders of record for our Class A common stock.

1 unchanged sentence

There is currently no established public trading market for our Class B common stock.

There were approximately 226 holders of record of our non-voting Class B common stock as of February 8, 2024, constituting approximately 0.8% of our total outst anding equity.

There were approximately 214 holders of record of our non-voting Class B common stock as of February 7, 2025, constituting approximately 0.7% of our total outstanding equity.

Stock Performance Graph

11 unchanged sentences

Dividend Declaration and Policy

On December 5, 2023, our Board of Directors declared a quarterly cash dividend of $0.66 per share paid on February 9, 2024 to holders of record on January 9, 2024 of our Class A common stock and Class B common stock.

On February 6, 2024, our Board of Directors declared a quarterly cash dividend of $0.66 per share payable on May 9, 2024 to holders of record on April 9, 2024 of our Class A common stock and Class B common stock.

On December 17, 2024, our Board of Directors declared a quarterly cash dividend of $0.76 per share paid on February 7, 2025 to holders of record as of January 9, 2025 of our Class A common stock and Class B common stock.

On February 10, 2025, our Board of Directors declared a quarterly cash dividend of $0.76 per share payable on May 9, 2025 to holders of record as of April 9, 2025 of our Class A common stock and Class B common stock.

Subject to legally available funds, we intend to contin ue to pay a quarterly cash dividend on our outstanding Class A common stock and Class B common stock.

23 unchanged sentences

Management’s discussion and analysis of financial condition and results of operations

The following discussion should be read in conjunction with the consolidated financial statements and notes of Mastercard Incorporated and its consolidated subsidiaries, including Mastercard International Incorporated (“Mastercard International”) (together, “Mastercard” or the “Company”), included elsewhere in this Report.

The following discussion should be read in conjunction with the consolidated financial statements and notes of Mastercard Incorporated and its consolidated subsidiaries, including Mastercard International Incorporated (together, “Mastercard” or the “Company”), included elsewhere in this Report.

Percentage changes provided throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” were calculated on amounts rounded to the nearest thousand.

2 unchanged sentences

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 safe, 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 Mastercard®, Maestro® and Cirrus®.

We operate a multi-rail payments network that provides choice and flexibility for consumers, merchants and our customers.

Through our unique and proprietary core global payments network, we switch (authorize, clear and settle) payment transactions.

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 payment products and services and capture new payment flows.

Our value-added services include, among others, cyber and intelligence solutions designed to allow all parties to transact securely, easily and with confidence, as well as other services that provide proprietary insights, drawing on our principled and responsible use of secure consumer and merchant data.

Our investments in new networks, such as open banking solutions and digital identity capabilities, support and strengthen our payments and services solutions.

Each of our capabilities support and build upon each other and are fundamentally interdependent.

For our core global payments network, our franchise model sets the standards and ground-rules that balance value and risk across all stakeholders and allows for interoperability among them.

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, and business and market insights, 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 all stakeholders and allows for interoperability among them.

We employ a multi-layered approach to help protect the global payments ecosystem in which we operate.

Mastercard is not a financial institution.

We do not issue cards, extend credit, determine or receive revenue from interest rates or other fees charged to account holders by issuers, or establish the rates charged by acquirers in connection with merchants’ acceptance of our products.

We do not issue cards, extend credit, determine or receive revenue from interest rates or other fees charged to account holders by issuers (the account holders’ financial institutions), or establish the rates charged by acquirers (the merchants’ financial institutions) in connection with merchants’ acceptance of our products.

In most cases, account holder relationships belong to, and are managed by, our customers.

1 unchanged sentence

The following table provides a summary of our key GAAP operating results, as reported:

Year ended December 31, 2023

(Decrease) 2022

Years ended December 31, 2024

2024 2023 2022

(in millions, except per share data)

(in millions, except percentages and per share data)

Net revenue $ 28,167 $ 25,098 $ 22,237 12% 13%

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Diluted weighted-average shares outstanding 927 946 971 (2)% (3)%

Table may not sum due to rounding.

MASTERCARD 2024 FORM 10-K 46

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In addition, we have presented growth rates, adjusted for the impact of currency:

Year ended December 31, 2023

Years ended December 31, 2024

Increase/(Decrease)

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Adjusted net revenue 2

$ 28,167 $ 25,098 $ 22,200 12% 13% 13% 13%

Adjusted operating expenses $ 11,714 $ 10,551 $ 9,549 11% 11% 10% 11%

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Adjusted diluted earnings per share $ 14.60 $ 12.26 $ 10.65 19% 21% 15% 15%

Tables may not sum due to rounding.

Table may not sum due to rounding.

1 See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.

2 For the years ended December 31, 2024 and 2023, the amounts presented are GAAP reported amounts, not adjusted.

Key highlights for 2024 as compared to 2023 were as follows:

Net revenue Adjusted net revenue

GAAP Non-GAAP

(currency-neutral) Both the as reported and as adjusted net revenue increase was attributable to growth in our payment network and value-added services and solutions.

(currency-neutral) Both the as-reported and currency-neutral net revenue increase was attributable to growth in our payment network and value-added services and solutions.

up 12% up 13%

2 unchanged sentences

GAAP Non-GAAP

(currency-neutral) Both the as reported and as adjusted operating expenses increase was primarily due to higher personnel costs and includes 1 percentage point of growth due to acquisitions.

(currency-neutral) The as-reported operating expenses increase was primarily due to higher general and administrative expenses and litigation provisions.

The as-adjusted operating expenses increase was primarily due to higher general and administrative expenses.

up 13% up 11%

1 unchanged sentence

Adjusted effective income tax rate

GAAP Non-GAAP Both the as reported and as adjusted effective income tax rates were higher than the prior year rates primarily due to the release of a $333 million valuation allowance in 2022 and the establishment of a $327 million valuation allowance in 2023, partially offset by the ability to claim more U.S.

GAAP Non-GAAP Both the as-reported and as-adjusted effective income tax rates were lower than the prior year rates primarily due to the establishment of a valuation allowance in 2023, partially offset by our ability in 2023 to claim more U.S.

foreign tax credits generated in 2022 and 2023.

Additionally, a change in our geographic mix of earnings in 2024 contributed to the lower effective income tax rate compared to the prior year.

Other 2024 financial highlights were as follows:

• We generated net cash flows from operations of $14.8 billion.

• We completed the acquisitions of businesses for total consideration of $2.8 billion.

• We repurchased 23.0 million shares of our common stock for $11.0 billion and paid dividends of $2.4 billion.

• We completed a debt offering for an aggregate principal amount of $1.5 billion.

• We completed debt offerings for an aggregate principal amount of $4.0 billion.

47 MASTERCARD 2024 FORM 10-K

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 5. Market for Registrant’s Common Equity