What is the main purpose of this 8-K filing?

The main purpose of this 8-K filing is to publicly disclose that Mastercard's Chief Financial Officer, Martina Hund-Mejean, has established a pre-arranged stock trading plan (a 10b5-1 Plan) to sell a specific number of her company shares.

What is a 10b5-1 Plan and why is it being used?

A 10b5-1 Plan is a written document established by an insider (like a company executive) that pre-determines the sale of company stock at a future date. It is used to sell shares for personal financial planning purposes while avoiding concerns about trading on material non-public information, as it allows sales to occur even if the insider later becomes aware of such information.

How many shares can the CFO sell and when?

The CFO can sell a maximum of 31,059 shares stemming from vested performance stock units and up to 72,360 shares from vested stock option awards. These sales are anticipated to occur between October 1, 2014, and November 5, 2014, and are subject to specific market conditions and the plan's terms.

Does this sale indicate the CFO believes the stock price will fall?

No, not necessarily. 10b5-1 Plans are pre-arranged and are often used by executives for diversification or to meet significant personal financial obligations over time. The plan is structured to comply with regulations and is not indicative of the executive's short-term view on the stock's performance.

MA 8-K SEC Disclosure — May 23, 2014

Summary

Mastercard Incorporated filed a Form 8-K on May 23, 2014, primarily to disclose a pre-arranged stock trading plan (10b5-1 Plan) established by its Chief Financial Officer, Martina Hund-Mejean. This plan allows for the sale of a limited number of Class A common shares, derived from vested performance stock units and stock options, for personal financial management purposes. The sales are structured to comply with SEC Rule 10b5-1 and the company's insider trading policies. The plan allows for the sale of up to 31,059 shares from performance units and 72,360 shares from stock options, with sales anticipated to occur between October 1, 2014, and November 5, 2014, subject to specific market price conditions and plan terms. The disclosure also clarifies that Ms. Hund-Mejean will continue to be subject to the company's executive stock ownership guidelines, which exclude unvested awards and unexercised options from their calculation.

Key Highlights

1CFO Martina Hund-Mejean entered into a pre-arranged stock trading plan (10b5-1 Plan) to sell a portion of her Mastercard Class A common stock.
2The plan is designed for personal financial management and complies with Rule 10b5-1 and company insider trading policies.
3A maximum of 31,059 shares from vested performance stock units are eligible for sale.
4A maximum of 72,360 shares from vested stock option awards are eligible for sale.
5Sales under the plan are expected to commence around October 1, 2014, and conclude by November 5, 2014.
6The CFO remains subject to Mastercard's executive stock ownership guidelines, which require holding stock equivalent to four times her base salary, excluding unvested awards and unexercised options.

Mastercard Inc 8-K Report, Corporate Update (May 23, 2014)

Summary

Key Highlights

Frequently Asked Questions