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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FORM 8-K
_______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):February 25, 2025
_______________________________________
Mastercard Incorporated
(Exact name of registrant as specified in its charter)
_______________________________________
Delaware001-3287713-4172551
(State or other jurisdiction
of incorporation)		(Commission File
Number)		(IRS Employer
Identification No.)
2000 Purchase Street10577
Purchase,NY
(Address of principal executive offices)(Zip Code)
(914)249-2000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange of which registered
Class A Common Stock
MANew 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
MA30New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐
1


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 26, 2025, Mastercard Incorporated (“Mastercard” or the “Company”) announced that Timothy Murphy, 57, a Named Executive Officer and the Company’s Chief Administrative Officer, will transition from his current role to the role of Vice Chair, effective May 1, 2025.
The Company also announced that effective May 1, 2025, Richard Verma will re-join Mastercard and succeed Mr. Murphy as Chief Administrative Officer.
A copy of the press release announcing these changes is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit NumberExhibit Description
104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
2

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MASTERCARD INCORPORATED
Date:February 26, 2025By:
/s/ Adam Zitter
Adam Zitter
Corporate Secretary



3
image.jpg        image_1.jpg
Richard R. Verma rejoins Mastercard to oversee Law, Government Affairs & Policy and Franchise, Tim Murphy named Vice Chair

Purchase, N.Y. – February 26, 2025 – Mastercard today appointed Tim Murphy as Vice Chair. Murphy, who has served as Chief Administrative Officer since 2021, will build on his career with the company to oversee a range of strategically important initiatives, including the company’s relationships with global regulators. 

As Murphy is elevated to this new role, Richard R. Verma returns to Mastercard as Chief Administrative Officer to oversee the company's Law, Government Affairs & Policy, Franchise, Corporate Security, Inclusion & Belonging and Transformation, Risk & Operations (TRO) functions. He will also join the Executive Leadership Team and Management Committee. 

Both positions are effective May 1 and will report to Michael Miebach, Mastercard’s CEO. 

"Tim has played an instrumental role at Mastercard for more than two decades. He has guided and counseled so many of our teams as we evolved many parts of the business – from advancing our legal and regulatory affairs to shaping our inclusion strategy. In each role, Tim has been instrumental in embedding our values into every aspect of our business,” said Miebach. 

Murphy originally joined Mastercard in 2000 and thereafter became one of the lead lawyers for the company’s initial public offering. Throughout his tenure, he has blended business and legal insights to accelerate the company’s performance and growth, serving at different times as President of the U.S. region, Chief Product Officer, General Counsel and Chief Administrative Officer, in addition to several other roles. 

"I am delighted to welcome Rich back to Mastercard. He has had a unique view on the topics impacting people and economies across the globe. Our business and our customers will benefit from his extensive experience and leadership in many ways,” added Miebach.  

Verma most recently served as the U.S. Deputy Secretary of State for Management and Resources. In this role, he was Chief Operating Officer of the department, leading the department’s efforts on modernization, workforce and strategic issues.  Prior to his earlier tenure at Mastercard as the Chief Legal Officer and Head of Global Public Policy (2020-2023), Verma served as the U.S. Ambassador to India, Assistant Secretary of State for Legislative Affairs, and National Security Advisor to the Senate Majority Leader. He is a veteran of the U.S. Air Force, and the recipient of numerous military awards and civilian decorations. 

About Mastercard www.mastercard.com
Mastercard powers economies and empowers people in 200+ countries and territories worldwide. Together with our customers, we’re building a sustainable economy where everyone can prosper. We support a wide range of digital payments choices, making transactions secure, simple, smart and accessible. Our technology and innovation, partnerships and networks combine to deliver a unique set of products and services that help people, businesses and governments realize their greatest potential.

Contacts:
Investor Relations: Jud Staniar, investor.relations@mastercard.com, 914-249-4565
Communications: Seth Eisen, seth.eisen@mastercard.com, 914-249-3153

v3.25.0.1
Cover
Feb. 25, 2025
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 25, 2025
Entity Registrant Name Mastercard Incorporated
Entity Incorporation, State or Country Code DE
Entity File Number 001-32877
Entity Tax Identification Number 13-4172551
Entity Address, Address Line One 2000 Purchase Street
Entity Address, Postal Zip Code 10577
Entity Address, City or Town Purchase,
Entity Address, State or Province NY
City Area Code (914)
Local Phone Number 249-2000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001141391
Class A Common Stock  
Entity Information [Line Items]  
Title of 12(b) Security Class A Common Stock
Trading Symbol MA
Security Exchange Name NYSE
2.1% Notes due 2027  
Entity Information [Line Items]  
Title of 12(b) Security 2.1% Notes due 2027
Trading Symbol MA27
Security Exchange Name NYSE
1.0% Notes due 2029  
Entity Information [Line Items]  
Title of 12(b) Security 1.0% Notes due 2029
Trading Symbol MA29A
Security Exchange Name NYSE
2.5% Notes due 2030  
Entity Information [Line Items]  
Title of 12(b) Security 2.5% Notes due 2030
Trading Symbol MA30
Security Exchange Name NYSE
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