Item 5. Market for Registrant’s Common Equity
Item 5. 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 Exchang e under the symbol “MA”. At February 6, 2026, we had 71 stockholders of record for our Class A common stock. We believe that the number of beneficial owners is substantially greater than the number of record holders because a large portion of our Class A common stock is held in “street name” by brokers.
There is currently no established public trading market for our Class B common stock. There were approximately 207 holders of record of our non-voting Class B common stock as of February 6, 2026, constituting approximately 0.7% of our total outstanding equity.
Stock Performance Graph
The graph and table below compare the cumulative total stockholder return of Mastercard’s Class A common stock, the S&P 500 and the S&P 500 Financials for the five-year period ended December 31, 2025. The graph assumes a $100 investment in our Class A common stock and both of the indices and the reinvestment of dividends. Mastercard’s Class B common stock is not publicly traded or listed on any exchange or dealer quotation system.
Comparison of cumulative five-year total return
Total returns to stockholders for each of the years presented were as follows:
Base period Indexed Returns
For the Years Ended December 31,
Company/Index 2020 2021 2022 2023 2024 2025
Mastercard $ 100.00 $ 101.16 $ 98.47 $ 121.51 $ 150.88 $ 164.50
S&P 500 100.00 128.71 105.40 133.10 166.40 196.16
S&P 500 Financials 100.00 135.04 120.81 135.49 176.89 203.47
Dividend Declaration and Policy
The following table summarizes the dividends declared by our Board of Directors on our outstanding Class A common stock and Class B common stock, payable in 2026:
Date of Declaration
Amount Payable per Share
Record Date
Date Payable
December 9, 2025 $ 0.87 January 9, 2026 February 9, 2026
February 10, 2026 $ 0.87 April 9, 2026 May 8, 2026
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. However, the declaration and payment of future dividends is at the sole discretion of our Board of Directors after taking into account various factors, including our financial condition, operating results, available cash and current and anticipated cash needs.
Issuer Purchases of Equity Securities
The following table presents the repurchase activity of our Class A common stock on a cash basis during the fourth quarter of 2025:
Period Total Number
of Shares
Purchased Average Price
Paid per Share
(including
commission cost) Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs Dollar Value of
Shares that may yet
be Purchased under
the Plans or
Programs 1
October 1 – 31 2,646,404 $ 567.86 2,646,404 $ 5,516,017,590
November 1 – 30 2,027,835 $ 546.34 2,027,835 $ 4,408,129,281
December 1 – 31 1,691,869 $ 559.56 1,691,869 $ 17,461,429,536
Total 6,366,108 $ 558.80 6,366,108
1 Dollar value of shares that may yet be purchased under the share repurchase programs is as of the end of the period. In December 2025 and 2024, our Board of Directors approved programs authorizing us to repurchase shares of our Class A common stock up to $14.0 billion and $12.0 billion, respectively. See Note 14 (Stockholders' Equity) to the consolidated financial statements included in Part II, Item 8 for further discussion with respect to our share repurchase programs.
Item 6. [Reserved]
MASTERCARD 2025 FORM 10-K 48
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 7. 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 (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. For discussion related to the results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, please see Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.
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.
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 (the account holders’ financial institutions), nor do we 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.
Financial Results Overview
The following table provides a summary of our key GAAP operating results, as reported:
Years ended December 31, 2025
Increase/
(Decrease)
2024
Increase/
(Decrease)
2025 2024 2023
(in millions, except percentages and per share data)
Net revenue $ 32,791 $ 28,167 $ 25,098 16% 12%
Operating expenses $ 13,894 $ 12,585 $ 11,090 10% 13%
Operating income $ 18,897 $ 15,582 $ 14,008 21% 11%
Operating margin 57.6 % 55.3 % 55.8 % 2.3 ppt (0.5) ppt
Income tax expense $ 3,610 $ 2,380 $ 2,444 52% (3)%
Effective income tax rate 19.4 % 15.6 % 17.9 % 3.8 ppt (2.3) ppt
Net income $ 14,968 $ 12,874 $ 11,195 16% 15%
Diluted earnings per share $ 16.52 $ 13.89 $ 11.83 19% 17%
Diluted weighted-average shares outstanding 906 927 946 (2)% (2)%
Note: Table may not sum due to rounding.
49 MASTERCARD 2025 FORM 10-K
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table provides a summary of our key non-GAAP operating results 1 , adjusted to exclude the impact of gains and losses on our equity investments, Special Items (which represent litigation judgments and settlements and certain one-time items) and the related tax impacts on our non-GAAP adjustments. In addition, we have presented growth rates adjusted for the impact of currency:
Years ended December 31, 2025
Increase/(Decrease)
2024
Increase/(Decrease)
2025 2024 2023 As adjusted Currency-neutral As adjusted Currency-neutral
(in millions, except percentages and per share data)
Net revenue
$ 32,791 $ 28,167 $ 25,098 16% 15% 12% 13%
Adjusted operating expenses $ 13,389 $ 11,714 $ 10,551 14% 14% 11% 11%
Adjusted operating margin 59.2 % 58.4 % 58.0 % 0.8 ppt 0.7 ppt 0.4 ppt 0.7 ppt
Adjusted effective income tax rate 19.6 % 16.2 % 18.5 % 3.4 ppt 3.4 ppt (2.3) ppt (2.2) ppt
Adjusted net income $ 15,415 $ 13,541 $ 11,607 14% 13% 17% 18%
Adjusted diluted earnings per share $ 17.01 $ 14.60 $ 12.26 17% 15% 19% 21%
Note: 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.
Key highlights for 2025 as compared to 2024 were as follows:
Net revenue
GAAP Non-GAAP
(currency-neutral) Both the as-reported and currency-neutral net revenue increases were attributable to growth in our payment network and value-added services and solutions.
up 16% up 15%
Operating expenses Adjusted
operating expenses
GAAP Non-GAAP
(currency-neutral) Both the as-reported and as-adjusted operating expenses increases were primarily due to higher general and administrative expenses.
up 10% up 14%
Effective income tax rate
Adjusted effective income tax rate
GAAP Non-GAAP Both the as-reported and as-adjusted effective income tax rates were higher versus the comparable period in 2024, primarily due to a change in the net tax effect of our Singapore operations, which includes the 15% global minimum tax rate (Pillar 2 Rules) that took effect in 2025. Additionally, a change in our geographic mix of earnings contributed to the higher effective income tax rates, partially offset by net discrete tax benefits.
19.4% 19.6%
up 3.8 ppt
up 3.4 ppt
Other 2025 financial highlights were as follows:
• We generated net cash flows from operations of $17.6 billion.
• We repurchased 21.1 million shares of our common stock fo r $11.7 billion and paid dividends of $2.8 billion .
• We completed a debt offering in February 2025 for an aggregate principal amount of $1.25 billion.
MASTERCARD 2025 FORM 10-K 50
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Non-GAAP Financial Information
Non-GAAP financial information is defined as a numerical measure of a company’s performance that excludes or includes amounts so as to be different than the most comparable measure calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”). As described more fully below, our non-GAAP financial measures exclude, where applicable, the impact of gains and losses on our equity investments, which includes mark-to-market fair value adjustments, impairments and gains and losses upon disposition, as well as the related tax impacts. Our non-GAAP financial measures also exclude, where applicable, the impact of special items, which represent litigation judgments and settlements and/or certain one-time items, as well as the related tax impacts (“Special Items”). We also present growth rates adjusted for the impact of currency, which is a non-GAAP financial measure. We believe that the non-GAAP financial measures presented facilitate an understanding of our operating performance and provide a meaningful comparison of our results between periods. We use non-GAAP financial measures to evaluate our ongoing operations in relation to historical results, for internal planning and forecasting purposes and in the calculation of performance-based compensation, among other things. We excluded these items because management evaluates the underlying operations and performance of the Company separately from these recurring and nonrecurring items. Operating expenses, operating margin, other income (expense), effective income tax rate, net income and diluted earnings per share, each as adjusted for the impact of gains and losses on our equity investments, Special Items and/or the impact of currency, should not be relied upon as substitutes for measures calculated in accordance with GAAP.
Our non-GAAP financial measures for the comparable periods exclude the impact of the following:
Gains and Losses on Equity Investments
• During 2025, 2024 and 2023, we recorded net pre-tax losses of $88 million ($90 million after tax, or $0.10 per diluted share), $29 million ($25 million after tax, or $0.03 per diluted share) and $61 million ($36 million after tax, or $0.04 per diluted share), respectively. These net losses were primarily related to unrealized fair market value adjustments on marketable and nonmarketable equity securities.
Special Items
Litigation provisions
• During 2025, we recorded pre-tax charges of $504 million ($357 million after tax, or $0.39 per diluted share), primarily as a result of a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation, a legal provision associated with the U.S. liability shift litigation and a legal provision associated with the ATM non-discrimination rule surcharge complaints.
• During 2024, we recorded pre-tax charges of $680 million ($495 million after tax, or $0.53 per diluted share), primarily as a result of a legal provision associated with the U.K. consumer class action settlement, settlements with a number of U.K. merchants and a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation.
• During 2023, we recorded pre-tax charges of $539 million ($376 million after tax, or $0.40 per diluted share), primarily as a result of changes in the estimate related to the claims of merchants who opted out of the U.S. merchant class litigation and settlements with a number of U.K. and Pan-European merchants.
Restructuring charge
• During 2024, we recorded a restructuring charge of $190 million ($147 million after tax, or $0.16 per diluted share). The restructuring action was intended to streamline our organization, delivering efficiencies to enable reinvestment in our business to support the realization of our long-term growth opportunities.
See Note 5 (Investments) and Note 19 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8 of this Report for further discussion related to certain of the items discussed above.
51 MASTERCARD 2025 FORM 10-K
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Currency-neutral Growth Rates
Currency-neutral growth rates are non-GAAP financial measures and are calculated by remeasuring the prior period’s results using the current period’s exchange rates for both the translational and transactional impacts on operating results. The impact of currency translation represents the effect of translating operating results where the functional currency is different from our U.S. dollar reporting currency. The impact of the transactional currency represents the effect of converting revenue and expenses occurring in a currency other than the functional currency of the entity. The impact of the related realized gains and losses resulting from our foreign exchange derivative contracts designated as cash flow hedging instruments (specifically those that manage the impact of foreign currency variability on anticipated revenues and expenses) is recognized in the respective financial statement line item on the consolidated statements of operations when the underlying forecasted transactions impact earnings.
The translational and transactional impact of currency and the related impact of our foreign exchange derivative contracts designated as cash flow hedging instruments as specified in the preceding paragraph (collectively, the “Currency Impact”) has been excluded from our currency-neutral growth rates and has been identified in the “Non-GAAP Reconciliations” tables below and our “Drivers of Change” tables. See “Foreign Currency - Currency Impact” for further information on our currency impacts and “Financial Results - Net Revenue” and “Financial Results - Operating Expenses” for our “Drivers of Change” tables.
Non-GAAP Reconciliations
The following tables reconcile our reported financial measures calculated in accordance with GAAP to the respective adjusted non-GAAP financial measures:
Year ended December 31, 2025
Operating
expenses
Operating
margin
Other
income
(expense)
Effective
income
tax rate
Net
income
Diluted
earnings
per share
($ in millions, except per share data)
Reported - GAAP $ 13,894 57.6 % $ (319) 19.4 % $ 14,968 $ 16.52
(Gains) losses on equity investments ** ** 88 (0.1) % 90 0.10
Litigation provisions (504) 1.5 % ** 0.3 % 357 0.39
Adjusted - Non-GAAP $ 13,389 59.2 % $ (232) 19.6 % $ 15,415 $ 17.01
Year ended December 31, 2024
Operating
expenses Operating
margin Other
income
(expense)
Effective
income
tax rate Net
income Diluted
earnings
per share
($ in millions, except per share data)
Reported - GAAP $ 12,585 55.3 % $ (328) 15.6 % $ 12,874 $ 13.89
(Gains) losses on equity investments ** ** 29 — % 25 0.03
Litigation provisions (680) 2.4 % ** 0.5 % 495 0.53
Restructuring charge
(190) 0.7 % ** 0.1 % 147 0.16
Adjusted - Non-GAAP $ 11,714 58.4 % $ (300) 16.2 % $ 13,541 $ 14.60
Year ended December 31, 2023
Operating
expenses Operating
margin Other
income
(expense)
Effective
income
tax rate Net
income Diluted
earnings
per share
($ in millions, except per share data)
Reported - GAAP $ 11,090 55.8 % $ (369) 17.9 % $ 11,195 11.83
(Gains) losses on equity investments ** ** 61 0.1 % 36 0.04
Litigation provisions (539) 2.1 % ** 0.5 % 376 0.40
Adjusted - Non-GAAP $ 10,551 58.0 % $ (308) 18.5 % $ 11,607 $ 12.26
Note: Tables may not sum due to rounding.
** Not applicable.
MASTERCARD 2025 FORM 10-K 52
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following tables represent the reconciliation of our growth rates reported under GAAP to our non-GAAP growth rates:
Year Ended December 31, 2025 as compared to the Year Ended December 31, 2024
Increase/(Decrease)
Operating expenses Operating margin Effective income tax rate Net income Diluted earnings per share
Reported - GAAP 10 % 2.3 ppt 3.8 ppt 16 % 19 %
(Gains) losses on equity investments ** ** (0.1) ppt — % — %
Litigation provisions 2 % (0.9) ppt (0.2) ppt (2) % (2) %
Restructuring charge
2 % (0.7) ppt (0.1) ppt (1) % (1) %
Adjusted - Non-GAAP 14 % 0.8 ppt 3.4 ppt 14 % 17 %
Currency Impact
(1) % (0.1) ppt (0.1) ppt (1) % (1) %
Adjusted - Non-GAAP - currency-neutral 14 % 0.7 ppt 3.4 ppt 13 % 15 %
Year Ended December 31, 2024 as compared to the Year Ended December 31, 2023
Increase/(Decrease)
Operating expenses Operating margin Effective income tax rate Net income Diluted earnings per share
Reported - GAAP 13 % (0.5) ppt (2.3) ppt 15 % 17 %
(Gains) losses on equity investments ** ** (0.1) ppt — % — %
Litigation provisions (1) % 0.3 ppt — ppt 1 % 1 %
Restructuring charge (2) % 0.7 ppt 0.1 ppt 1 % 1 %
Adjusted - Non-GAAP 11 % 0.4 ppt (2.3) ppt 17 % 19 %
Currency Impact
— % 0.3 ppt 0.1 ppt 1 % 1 %
Adjusted - Non-GAAP - currency-neutral 11 % 0.7 ppt (2.2) ppt 18 % 21 %
Note: Tables may not sum due to rounding.
** Not applicable.
Key Metrics and Drivers
In addition to the financial measures described above in “Financial Results Overview”, we review the following metrics to evaluate and identify trends in our business, measure our performance, prepare financial projections and make strategic decisions. We believe that the key metrics presented facilitate an understanding of our operating and financial performance and provide a meaningful comparison of our results between periods.
Operating Margin measures how much profit we make on each dollar of sales after our operating costs but before other income (expense) and income tax expense. Operating margin is calculated by dividing our operating income by net revenue.
Key Drivers
Gross Dollar Volume (“GDV”) 1 measures dollar volume of activity, including both domestic and cross-border volume, on cards carrying our brands during the period, on a local currency basis and U.S. dollar-converted basis. GDV represents purchase volume plus cash volume; “purchase volume” means the aggregate dollar amount of purchases made with Mastercard-branded cards for the relevant period; and “cash volume” means the aggregate dollar amount of cash disbursements and includes the impact of balance transfers and convenience checks obtained with Mastercard-branded cards for the relevant period. Information denominated in U.S. dollars relating to GDV is calculated by applying an established U.S. dollar/local currency exchange rate for each local currency in which our volumes are reported. These exchange rates are calculated on a quarterly basis using the average exchange rate for each quarter. We report period-over-period rates of change in purchase volume and cash volume on the basis of local currency information, in order to eliminate the impact of changes in the value of currencies against the U.S. dollar in calculating such rates of change.
1 Data used in the calculation of GDV is provided by Mastercard customers and is subject to verification by Mastercard and partial cross-checking against information provided by Mastercard’s transaction switching systems. All data is subject to revision and amendment by Mastercard or Mastercard’s customers.
53 MASTERCARD 2025 FORM 10-K
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cross-border Volume Growth measures the growth of cross-border dollar volume during the period, on a local currency basis and U.S. dollar-converted basis, for all Mastercard-branded programs.
Switched Transactions measures the number of transactions switched by Mastercard, which is defined as the number of transactions initiated and switched through our network during the period.
The following tables provide a summary of the growth trends in our key drivers.
For the Years Ended December 31,
2025 2024
Increase/(Decrease)
USD Local USD Local
Mastercard-branded GDV growth 1
9% 9% 8% 11%
United States 6% 6% 7% 7%
Worldwide less United States 10% 10% 9% 12%
Cross-border volume growth 1
18% 15% 17% 18%
For the Years Ended December 31,
2025 2024
Increase/(Decrease)
Switched transactions growth 10% 11%
1 Excludes volume generated by Maestro and Cirrus cards.
Key Metrics related to the Payment Network
Assessments represent agreed upon standard pricing provided to our customers based on various forms of payment-related activity. Assessments are used internally by management to monitor operating performance as it allows for comparability and provides visibility into cardholder trends. Assessments do not represent our net revenue.
The following provides additional information on our key metrics related to the payment network:
• Domestic assessments are charges based on activity related to cards that carry the Company’s brands where the merchant country and the country of issuance are the same. These assessments are primarily driven by the domestic dollar volume of activity (e.g., domestic purchase volume, domestic cash volume) or the number of cards issued.
• Cross-border assessments are charges based on activity related to cards that carry the Company’s brands where the merchant country and the country of issuance are different. These assessments are primarily driven by the cross-border dollar volume of activity (e.g., cross-border purchase volume, cross-border cash volume).
• Transaction processing assessments are charges primarily driven by the number of switched transactions on our payment network. Switching activities include:
◦ Authorization, the process by which a transaction is routed to the issuer for approval
◦ Clearing, the determination and exchange of financial transaction information between issuers and acquirers after a transaction has been successfully conducted at the point of interaction
◦ Settlement, which facilitates the determination and exchange of funds between parties
These assessments can also include connectivity services and network access, which are based on the volume of data transmitted and the number of authorization and settlement messages.
• Other network assessments are charges for licensing, implementation and other franchise fees.
MASTERCARD 2025 FORM 10-K 54
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table provides a summary of our key metrics related to the payment network.
Years ended December 31, 2025 2024
Increase/(Decrease)
Increase/(Decrease)
2025 2024 2023 As reported
Currency-neutral
As reported
Currency-neutral
($ in millions)
Domestic assessments $ 11,029 $ 10,245 $ 9,566 8% 8% 7% 9%
Cross-border assessments 12,021 10,181 8,409 18% 17% 21% 22%
Transaction processing assessments 15,930 13,602 12,067 17% 16% 13% 14%
Other network assessments 1,018 936 963 9% 8% (3)% (3)%
Foreign Currency
Currency Impact
Our primary functional currencies are the U.S. dollar, euro, British pound and the Brazilian real. Our overall operating results are impacted by currency translation, which represents the effect of translating operating results where the functional currency is different than our U.S. dollar reporting currency.
Our operating results are also impacted by transactional currency. The impact of the transactional currency represents the effect of converting revenue and expense transactions occurring in a currency other than the functional currency. Changes in currency exchange rates directly impact the calculation of GDV, which is used in the calculation of our key metrics related to domestic assessments and cross-border assessments as well as certain volume-related rebates and incentives. GDV is calculated based on local currency spending volume converted to U.S. dollars and euros using average exchange rates for the period. As a result, our key metrics related to domestic assessments and cross-border assessments as well as certain volume-related rebates and incentives are impacted by the strengthening or weakening of the U.S. dollar and euro versus local currencies. For example, our billing in Australia is in the U.S. dollar, however, consumer spend in Australia is in the Australian dollar. The transactional currency impact of converting Australian dollars to our U.S. dollar billing currency will have an impact on the revenue generated. The strengthening or weakening of the U.S. dollar is evident when GDV growth on a U.S. dollar-converted basis is compared to GDV growth on a local currency basis. In 2025, GDV on a U.S. dollar-converted basis increased 8.7%, while GDV on a local currency basis increased 8.6% versus 2024. In 2024, GDV on a U.S. dollar-converted basis increased 8.1%, while GDV on a local currency basis increased 10.7% versus 2023. Further, the impact from transactional currency occurs in our key metrics related to transaction processing assessments and other network assessments as well as value-added services and solutions revenue and operating expenses when the transacting currency of these items is different than the functional currency of the entity.
To manage the impact of foreign currency variability on anticipated revenues and expenses, we may enter into foreign exchange derivative contracts and designate such derivatives as hedging instruments in a cash flow hedging relationship as discussed further in Note 21 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part II, Item 8.
Foreign Exchange Activity
We incur foreign currency gains and losses from remeasuring monetary assets and liabilities that are denominated in a currency other than the functional currency of the entity. To manage this foreign exchange risk, we may enter into foreign exchange derivative contracts to economically hedge the foreign currency exposure of our nonfunctional currency monetary assets and liabilities. The gains or losses resulting from the changes in fair value of these contracts are intended to reduce the potential effect of the underlying hedged exposure and are recorded net within general and administrative expenses on the consolidated statements of operations. The impact of this foreign exchange activity, including with the related hedging activities, has not been eliminated in our currency-neutral results.
Our foreign exchange risk management activities are discussed further in Note 21 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part II, Item 8.
55 MASTERCARD 2025 FORM 10-K
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financial Results
Net Revenue
The components of net revenue were as follows:
For the Years Ended December 31, Increase/(Decrease)
2025 2024 2023 2025 2024
($ in millions)
Payment network $ 19,476 $ 17,335 $ 15,824 12% 10%
Value-added services and solutions 13,315 10,832 9,274 23% 17%
Total net revenue $ 32,791 $ 28,167 $ 25,098 16% 12%
Net revenue increased 16%, or 15% on a currency-neutral basis, in 2025 versus the prior year, which included a 1 percentage point increase from acquisitions completed in 2024 (“Acquisitions”). The remaining increase in net revenue was attributable to organic growth in our payment network and value-added services and solutions.
Net revenue from our payment network increased 12%, on both an as-reported and currency-neutral basis, in 2025 versus the prior year. The increase was primarily driven by growth in domestic and cross-border dollar volumes and an increase in the number of switched transactions, reflecting growth trends across all of our key drivers. Net revenue from our payment network included $20,522 million of rebates and incentives provided to customers, which increased 16%, on both an as-reported and currency-neutral basis, in 2025 versus the prior year, primarily due to an increase in our key drivers as well as new and renewed deals.
Net revenue from our value-added services and solutions increased 23%, or 21% on a currency-neutral basis, in 2025 versus the prior year, which included a 3 percentage point increase from Acquisitions. The remaining increase was driven primarily by (1) growth in our underlying key drivers, (2) our security and digital and authentication solutions, and consumer acquisition and engagement services, (3) pricing and (4) our business and market insights.
See Note 3 (Revenue) to the consolidated financial statements included in Part II, Item 8 for a further discussion of how we recognize revenue.
Drivers of Change
The following table summarizes the drivers of change in net revenue:
For the Years Ended December 31,
Operational Acquisitions Currency
Impact 1
Total
2025 2024 2025 2024 2025 2024 2025 2024
Payment network 12% 11% ** ** 1% (1)% 12 % 10 %
Value-added services and solutions 18% 17% 3% —% 2% (1)% 23 % 17 %
Net revenue 14% 13% 1% —% 1% (1)% 16 % 12 %
Note: Table may not sum due to rounding.
** Not applicable.
1 Includes the translational and transactional impact of currency and the related impact of our foreign exchange derivative contracts designated as cash flow hedging instruments. See “Non-GAAP Financial Information - Currency-neutral Growth Rates” for further information on our currency impact non-GAAP adjustment.
No individual country, other than the United States, g enerated more than 10% of net revenue in any such period. A significant portion of our net revenue is concentrated among our five largest customers. In 2025, the net revenue from these customers was approximately $6.9 billion, or 21%, of total net revenue. The loss of any of these customers or their significant card programs could adversely impact our revenue.
MASTERCARD 2025 FORM 10-K 56
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Operating Expenses
Operating expenses increased 10% in 2025 versus the prior year. Adjusted operating expenses increased 14%, on both an as-adjusted and currency-neutral basis, versus the prior year.
The components of operating expenses were as follows:
For the Years Ended December 31, Increase/(Decrease)
2025 2024 2023 2025 2024
($ in millions)
General and administrative $ 11,318 $ 10,193 $ 8,927 11 % 14 %
Advertising and marketing 929 815 825 14 % (1) %
Depreciation and amortization 1,143 897 799 27 % 12 %
Provision for litigation 504 680 539 (26) % 26 %
Total operating expenses 13,894 12,585 11,090 10 % 13 %
Special Items 1
(504) (870) (539) ** **
Adjusted total operating expenses 1
$ 13,389 $ 11,714 $ 10,551 14 % 11 %
Note: Table may not sum due to rounding.
** Not meaningful.
1 See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.
Drivers of Change
The following table summarizes the drivers of change in operating expenses:
For the Years Ended December 31,
Operational Acquisitions Currency
Impact 1, 2
Special
Items 2
Total
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
General and administrative 9% 12 % 4 % 1 % 1 % — % (2) % 2 % 11 % 14 %
Advertising and marketing 7% — % 5 % — % 2 % (1) % ** ** 14 % (1) %
Depreciation and amortization 13% 12 % 13 % — % 1 % — % ** ** 27 % 12 %
Provision for litigation
** ** ** ** ** ** (26) % 26 % (26) % 26 %
Total operating expenses 9% 11 % 4 % — % 1 % — % (4) % 2 % 10 % 13 %
Note: Table may not sum due to rounding.
** Not applicable.
1 Represents the translational and transactional impact of currency.
2 See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.
General and Administrative
General and administrative expenses increased 11%, on both an as-reported and currency-neutral basis, in 2025 versus the prior year, which included a 4 percentage point increase from Acquisitions and a 2 percentage point decrease from Special Items. The remaining increase was primarily due to higher personnel costs to support the continued investment in our strategic initiatives across payments and value-added services and solutions, as well as fulfillment costs to provide marketing and consulting services. This increase was partially offset by a 2 percentage point decrease related to various new multi-year government grants that we received in 2025 with respect to investments in select jurisdictions.
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The components of general and administrative expenses were as follows:
For the Years Ended December 31, Increase/(Decrease)
2025 2024 2023 2025 2024
($ in millions)
Personnel
$ 7,251 $ 6,673 $ 6,022 9% 11%
Professional fees 537 549 495 (2)% 11%
Data processing and telecommunications 1,272 1,119 1,008 14% 11%
Foreign exchange activity 1
113 65 83 74% (22)%
Other
2,145 1,787 1,319 20% 35%
Total general and administrative expenses $ 11,318 $ 10,193 $ 8,927 11% 14%
Note: Table may not sum due to rounding.
1 Foreign exchange activity includes the impact of remeasurement of assets and liabilities denominated in foreign currencies net of the impact of gains and losses on foreign exchange derivative contracts. See Note 21 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part II, Item 8 for further discussion.
Advertising and Marketing
Advertising and marketing expenses increased 14%, or 12% on a currency-neutral basis, in 2025 versus the prior year, which included a 5 percentage point increase from Acquisitions. The remaining increase was primarily due to an increase in spending on sponsorships and marketing campaigns.
Depreciation and Amortization
Depreciation and amortization expenses increased 27%, or 26% on a currency-neutral basis, in 2025 versus the prior year, which included a 13 percentage point increase from Acquisitions. The remaining increase was primarily due to higher capitalized software amortization, which is in line with the increase in capitalized software driven by the continued growth of our business.
Provision for Litigation
In 2025, we recorded charges of $504 million, primarily as a result of a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation, a legal provision associated with the U.S. liability shift litigation and a legal provision associated with the ATM non-discrimination rule surcharge complaints. In 2024, we recorded charges of $680 million, primarily as a result of a legal provision associated with the U.K. consumer class action settlement, settlements with a number of U.K. merchants and a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation. In 2023, we recorded charges of $539 million, primarily as a result of changes in the estimate related to the claims of merchants who opted out of the U.S. merchant class litigation and settlements with a number of U.K. and Pan-European merchants. See Note 19 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8 for further discussion.
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Other Income (Expense)
The components of total other income (expense) were as follows:
For the Years Ended December 31, Favorable/(Unfavorable)
2025 2024 2023 2025 2024
(in millions)
Investment income $ 325 $ 327 $ 274 $ (2) $ 53
Gains (losses) on equity investments, net (88) (29) (61) (59) 32
Interest expense (722) (646) (575) (76) (71)
Other income (expense), net 1
166 20 (7) 146 27
Total other income (expense) (319) (328) (369) 9 41
(Gains) losses on equity investments, net 2
88 29 61 59 (32)
Adjusted total other income (expense) 2
$ (232) $ (300) $ (308) $ 68 $ 9
Note: Table may not sum due to rounding.
1 Other income (expense), net increased in 2025 versus the prior year, primarily driven by approximately $135 million recognized related to government grants.
2 See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.
Income Taxes
The effective income tax rates for the years ended December 31, 2025 and 2024 were 19.4% and 15.6%, respectively. The adjusted effective income tax rates for the years ended December 31, 2025 and 2024 were 19.6% and 16.2%, respectively. Both the as-reported and as-adjusted effective income tax rates were higher versus 2024, primarily due to a change in the net tax effect of our Singapore operations, which includes the Pillar 2 Rules that took effect in 2025. Additionally, a change in our geographic mix of earnings contributed to the higher effective income tax rates, partially offset by net discrete tax benefits.
See Note 18 (Income Taxes) to the consolidated financial statements included in Part II, Item 8 for further discussion.
In July 2025, the U.S. enacted the One Big Beautiful Bill Act (OBBBA). While we continue to analyze the impacts of the OBBBA, at this time it is not expected to have a material impact on our financial statements.
Liquidity and Capital Resources
We rely on existing liquidity (our cash, cash equivalents and investments), cash generated from operations and access to capital to fund our global operations, credit and settlement exposure, capital expenditures, investments in our business and current and potential obligations. The following table summarizes the cash, cash equivalents, investments and credit available to us at December 31:
2025 2024
(in billions)
Cash, cash equivalents and investments 1
$ 10.9 $ 8.8
Unused line of credit 8.0 8.0
1 Investments include available-for-sale securities and held-to-maturity securities. This amount excludes restricted cash and restricted cash equivalents of $2.7 billion and $2.4 billion at December 31, 2025 and 2024, respectively.
We believe that our existing liquidity, our cash flow generating capabilities, and our access to capital resources are sufficient to satisfy our future operating cash needs, capital asset purchases, outstanding commitments and other liquidity requirements associated with our existing operations and potential obligations which include litigation provisions and credit and settlement exposure.
Our liquidity and access to capital could be negatively impacted by global credit market conditions. We guarantee the settlement of many of the transactions between our customers. Historically, payments under these guarantees have not been significant; however, historical trends may not be indicative of potential future losses. The risk of loss on these guarantees is specific to individual customers, but may also be driven by regional or global economic and market conditions, including, but not limited to the
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health of the financial institutions in a country or region. See Note 20 (Settlement and Other Risk Management) to the consolidated financial statements in Part II, Item 8 for a description of these guarantees.
Our liquidity and access to capital could also be negatively impacted by the outcome of any of the legal or regulatory proceedings to which we are a party. For additional discussion of these and other risks facing our business, see Part I, Item 1A - Risk Factors - Legal and Regulatory Risks and Note 19 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8.
Cash Flows
The table below shows a summary of the cash flows from operating, investing and financing activities:
For the Years Ended December 31,
2025 2024 2023
(in millions)
Net cash provided by operating activities $ 17,648 $ 14,780 $ 11,980
Net cash used in investing activities (1,362) (3,402) (1,351)
Net cash used in financing activities (14,179) (10,836) (9,488)
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.
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.
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.
Debt and Credit Availability
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.
In March 2025, $750 million of principal related to the 2019 USD Notes matured and was paid. Our total debt outstanding at December 31, 2025 was $19.0 billion, with the earliest maturity of $750 million of principal occurring in November 2026.
As of December 31, 2025, we have a commercial paper program (the “Commercial Paper Program”), under which we are authorized to issue up to $8 billion in outstanding notes, with maturities up to 397 days from the date of issuance. In conjunction with the Commercial Paper Program, we have a committed unsecured $8 billion revolving credit facility (the “Credit Facility”) that was amended and extended in 2025 and now expires in November 2030.
Borrowings under the Commercial Paper Program and the Credit Facility are to be used to provide liquidity for general corporate purposes, including providing liquidity in the event of one or more settlement failures by our customers. In addition, we may borrow and repay amounts under these facilities for business continuity purposes. We had no borrowings outstanding under the Commercial Paper Program or the Credit Facility at December 31, 2025.
See Note 13 (Debt) to the consolidated financial statements included in Part II, Item 8 for further discussion on our debt, the Commercial Paper Program and the Credit Facility.
Dividends and Share Repurchases
We have historically paid quarterly dividends on our outstanding Class A common stock and Class B common stock. Subject to legally available funds, we intend to continue to pay a quarterly cash dividend. The declaration and payment of future dividends is at the sole discretion of our Board of Directors after taking into account various factors, including our financial condition, operating results, available cash and current and anticipated cash needs.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table summarizes the annual total and per share dividends paid in the years reflected:
For the Years Ended December 31,
2025 2024 2023
(in millions, except per share data)
Cash dividend, per share $ 3.04 $ 2.64 $ 2.28
Cash dividends paid $ 2,756 $ 2,448 $ 2,158
The following table summarizes the dividends declared by our Board of Directors on our outstanding Class A common stock and Class B common stock, payable in 2026:
Date of Declaration
Amount Payable per Share
Record Date
Date Payable
Aggregate Amount
(in millions)
December 9, 2025 $ 0.87 January 9, 2026 February 9, 2026 $ 777
February 10, 2026 $ 0.87 April 9, 2026 May 8, 2026 $ 776 1
1 Represents the estimated aggregate amount of dividends to be paid.
Repurchased shares of our common stock are considered treasury stock. In December 2025 and 2024, our Board of Directors approved programs authorizing us to repurchase shares of our Class A common stock up to $14.0 billion and $12.0 billion, respectively. The program approved in 2025 will become effective after the completion of the program approved in 2024. The timing and actual number of additional shares repurchased will depend on a variety of factors, including cash requirements to meet the operating needs of the business, legal requirements, as well as the share price and economic and market conditions. The following table summarizes our share repurchase authorizations and repurchase activity of our Class A common stock for the year ended December 31, 2025, unless otherwise noted:
(in millions, except per share data)
Remaining authorization at December 31, 2024 $ 15,188
Dollar-value of shares repurchased in 2025 $ 11,727
Remaining authorization at December 31, 2025 $ 17,461
Shares repurchased in 2025 21.1
Average price paid per share in 2025 $ 555.78
Dollar-value of shares repurchased January 1, 2026 through February 6, 2026 $ 1,147
Note: Table may not sum due to rounding.
See Note 14 (Stockholders' Equity) to the consolidated financial statements included in Part II, Item 8 for further discussion.
Critical Accounting Estimates
The application of GAAP requires us to make estimates and assumptions about certain items and future events that directly affect our reported financial condition. Our significant accounting policies, including recent accounting pronouncements, are described in Note 1 (Summary of Significant Accounting Policies) to the consolidated financial statements included in Part II, Item 8.
Revenue Recognition - Rebates and Incentives
We enter into business agreements with certain customers that provide for rebates and incentives when customers meet certain volume thresholds or other incentives tied to customer performance. We consider various factors in estimating customer performance, including forecasted transactions, card issuance and card conversion volumes, expected payments and historical experience with that customer. Rebates and incentives are recorded within net revenue based on these estimates primarily when volume- and transaction- based revenues are recognized over the contractual term. Differences between actual results and our estimates are adjusted in the period the customer reports actual performance. If our customers’ actual performance is not consistent with our estimates of their performance, net revenue may be materially different.
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