Mastercard Inc (MA) Business

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Item 1. 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.

For a full discussion of our business, please see page 10.

Our Performance

The following are our key financial and operational highlights for 2025, including growth rates over the prior year:

1Non-GAAP results (including growth rates) exclude the impact of gains and losses on equity investments, Special Items and/or foreign currency. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Results Overview” in Part II, Item 7 for the reconciliation to the most direct comparable GAAP financial measures.

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The following chart provides gross dollar volume (“GDV”) and number of cards featuring our brands in 2025 for select programs and solutions:

1Excludes Maestro and Cirrus cards and volume generated by those cards.

2Prepaid includes both consumer and commercial prepaid.

For a full discussion of our results of operations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item II, Part 7.

Our Strategy

Our strategy centers on growing our core, diversifying our customers and geographies and building new areas for the future through a combination of organic and inorganic strategic initiatives. We are executing on this strategy through a focus on three priorities:

•consumer payments

•commercial and new payment flows

•services and other solutions

Our priorities strengthen, complement and reinforce each other and are fundamentally interdependent.

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Our Strategic Priorities

Consumer payments. We focus on enabling consumer payments, providing consumers with choice and flexibility to transact across multiple payment rails (including cards, real-time payments and account-based transactions), while ensuring that all payments are secure and seamless. We do so by:

•Capturing the significant secular opportunity of cash displacement by increasing acceptance through advancing technology and partnering with players across the payments ecosystem, as well as by opening up closed-loop and domestic networks. We also pursue incremental volume and transactions by extending our reach across under-penetrated card verticals (such as bill pay) and real-time account-based payments

•Driving brand preference through compelling consumer experiences by offering relevant value propositions to consumers (including features, benefits, events and activities), providing comprehensive digital functionality (such as Digital First and One Credential), delivering enhanced security and functionality (increasing tokenization, scaling authentication and streamlining online checkout) and driving increased approval, spend and activation rates

•Investing in the future and driving market transformation by extending the reach of our network to enable the tokenization of credentials, identities, assets and data and the exchange of those items between counterparties (providing security, privacy and control). We also seek to achieve this transformation by modernizing our payment network (including enabling real-time card payments) to meet evolving needs

Commercial and new payment flows. We focus on capturing opportunities in commercial payments (both point-of-sale purchases and invoiced payments) and disbursements and remittances (specifically, through Mastercard Move, our collection of money movement capabilities that provides solutions for money transfers to consumers from other consumers, businesses or governments). We do so by:

•Driving brand preference and accelerating secular shift in commercial point-of-sale purchases by offering differentiated propositions across cards and platforms (both corporate and small business solutions, including expense management, reporting, reconciliation and data insights); expanding distribution of our point-of-sale offerings across financial institutions, new geographies, new channels and small businesses; and growing acceptance

•Capturing commercial invoiced payments by driving engagement across buyers and suppliers to, among other things, simplify workflows, release working capital and improve data reconciliation to reduce end-to-end costs; building on our travel offerings to expand into additional select verticals (including business-to-business (“B2B”) marketplaces, trade and logistics, healthcare, consumer packaged goods and pharmaceuticals); and embedding payments into widely used platforms and workflows

•Modernizing disbursements and remittances by utilizing Mastercard Move to scale use cases across senders (including consumers, businesses and governments) and recipient consumers (both domestic and cross-border) and expand money movement across our global network of financial institution partners

Services and other solutions. Our services and other solutions, which are interdependent with our payment network, drive value for our customers and the broader payments ecosystem. We offer security solutions, consumer acquisition and engagement, business and market insights, digital and authentication, processing and gateway and other solutions (including ACH batch and real-time account-based payments and solutions and open finance). We do so by:

•Differentiating our payments capabilities by combining our wide range of services and solutions in various ways to meet the needs and priorities of our partners, which helps drive market wins and payments growth

•Enhancing and expanding our suite of services to better serve our existing customers, including across new buying centers and new capability areas, as well as to reach new customers

•Scaling distribution by using our technology platforms to enable us to switch more transactions and deliver more services per transaction, selling directly to customers through a dedicated sales force and global account teams, and embedding services with partners (such as tech platforms, system integrators, processors and other networks) to deliver those services at scale

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Our priorities are fundamentally interdependent and strengthen, reinforce and complement each other.

Enabling Our Success

These priorities are supported by six enablers:

People. Our success is driven by the skills, experience, integrity and mindset of our people. We attract, develop and retain top talent to deliver on Mastercard’s strategic priorities and to grow high-performing leaders. Our winning culture is guided by the “Mastercard Way”, which outlines the behaviors we expect from employees to deliver for our customers and one another. We foster an environment where everyone has the opportunity to succeed, delivering positive impact for the business and for communities across the globe.

Brand. Our brands serve as a differentiator for our business, representing our values and enabling us to accelerate growth in new areas.

Data and AI. We create a range of products and services for our customers using our data and artificial intelligence (“AI”) assets, technology, platforms and expertise. These products and services are designed to make commerce smarter, more secure and more personal. We follow our Data and Tech Responsibility Principles in how we design, implement and deliver those solutions. Our Privacy by Design, Data by Design and AI Governance processes are designed to ensure we embed multiple layers of privacy, data protection and information security controls in all our products and services, keeping a clear focus on protecting customers’ and individuals’ data and privacy, as well as making our AI more accurate and effective. In addition to our products and services, we use AI to enhance our operations and our employee productivity.

Technology. Our technology provides resiliency, scalability and flexibility in how we serve customers. It unlocks broader reach to scale digital payment services to multiple channels. Utilizing our technology standards, services and governance model, we connect financial institutions, financial technology companies (fintechs) and others, enabling interoperability and allowing consumers, businesses, governments and merchants to engage through digital channels.

Franchise. We manage an ecosystem of stakeholders who participate in our global payments network. Our franchise model creates and sustains a comprehensive series of value exchanges across our ecosystem. We provide a balanced ecosystem where all participants benefit from the availability, innovation and security of our network. Our franchise model enables the scale of our network and provides a single governance structure for its operation.

Doing Well by Doing Good. We are powering economies and empowering people, with an aim toward building a sustainable economy where everyone prospers. Our impact strategy is expressed through three pillars - People, Prosperity and Planet - and the work we do is grounded in strong governance principles. We pursue these strategic goals because it is right for our business. When we bring more people, in more places, into the digital economy we grow our customers, our partnerships and our revenue. For a thriving economy where people prosper, we need a healthy environment, which is why our efforts to preserve the planet play an important role. For more information, please reference our most recently published Impact Report located on our website.

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Our Business

Our Payments Capabilities

We enable a wide variety of payments capabilities (including products, services and solutions) over our network among account holders, merchants, financial institutions, businesses, governments and others, offering our customers one partner for their payment needs.

Payment Network

Our payment network links issuers and acquirers around the globe to facilitate the switching of transactions, permitting account holders to use our products at hundreds of millions of acceptance locations and digital access points worldwide. This network facilitates an efficient and secure means for making and receiving payments, a convenient, quick and secure payment method for consumers to access their funds and a channel for the delivery of value-added data insights to our customers. We enable transactions for our customers through our payment network in more than 150 currencies and in more than 220 countries and territories.

Payment Network Transactions. Our payment network supports what is often referred to as a “four-party” payments network and includes the following participants: account holder (a person or entity who holds a card or uses another device enabled for payment), issuer (the account holder’s financial institution), merchant and acquirer (the merchant’s 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, nor do we establish the rates charged by acquirers in connection with merchants’ acceptance of our products. In most cases, account holder relationships belong to, and are managed by, our customers.

The following graphic depicts a typical transaction on our payment network and our role in that transaction, which includes services and other solutions and payments ecosystem security:

In a typical transaction, an account holder purchases goods or services from a merchant using one of our payment products. After the transaction is authorized by the issuer, the issuer pays the acquirer an amount equal to the value of the transaction, minus the interchange fee (described below) and other applicable fees, and then posts the transaction to the account holder’s account. The acquirer pays the amount of the purchase, net of a discount (referred to as the “merchant discount” rate), to the merchant.

•Interchange Fees. Interchange fees reflect the value merchants receive from accepting our products and play a key role in balancing the costs and benefits that consumers and merchants derive. Generally, interchange fees are collected from acquirers and paid to issuers to reimburse the issuers for a portion of the costs incurred. These costs are incurred by issuers in providing services that benefit all participants in the system, including acquirers and merchants, whose participation in the network enables increased sales to their existing and new customers, efficiencies in the delivery of existing and new products, guaranteed payments and improved customer experience. We (or, alternatively, financial institutions) establish “default interchange fees” that apply when there are no other established settlement terms in place between an issuer and an acquirer. We administer the collection and remittance of interchange fees through the settlement process.

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•Additional Four-Party System Fees. The merchant discount rate is established by the acquirer to cover its costs of both participating in the four-party system and providing services to merchants. The rate takes into consideration the amount of the interchange fee which the acquirer generally pays to the issuer. Additionally, acquirers may charge merchants processing and related fees in addition to the merchant discount rate. Issuers may also charge account holders fees for the transaction, including, for example, fees for extending revolving credit.

Switched Transactions

•Authorization, Clearing and Settlement. Through our payment network, we enable the routing of a transaction to the issuer for its approval, facilitate the exchange of financial transaction information between issuer and acquirer after a successfully conducted transaction, and settle the transaction by facilitating the exchange of funds between parties via settlement banks chosen by us and our customers.

•Cross-Border and Domestic. Our payment network switches transactions throughout the world when the merchant country and country of issuance are different (“cross-border transactions”), providing account holders with the ability to use, and merchants to accept, our products and services across country borders. We also provide switched transaction services to customers where the merchant country and the country of issuance are the same (“domestic transactions”). We switch more than 70% of all transactions for Mastercard and Maestro-branded cards, including nearly all cross-border transactions.

We guarantee the settlement of many of the transactions from issuers to acquirers to help ensure the integrity of our payment network. We refer to the amount of this guarantee as our settlement exposure. We do not, however, guarantee payments to merchants by their acquirers or the availability of unspent prepaid account holder account balances.

Payment Network Architecture. Our payment network features a globally integrated structure that provides scale for our issuers, enabling them to expand into regional and global markets. It is based largely on a distributed (peer-to-peer) architecture that enables the network to adapt to the needs of each transaction. The network accomplishes this by performing intelligent routing and applying multiple services (such as fraud scoring, tokenization services, etc.) to appropriate transactions in real time. This architecture enables us to connect all parties regardless of where or how the transaction is occurring. It has 24-hour a day availability and world-class response time.

Account-Based Payments Capabilities

We offer ACH batch and real-time account-based payments capabilities, enabling payments for ACH transactions between bank accounts in real-time. Our real-time account-based payments capabilities provide consumers and businesses the ability to make instant (faster) payments while providing enhanced data and messaging capabilities. We build, implement, enhance and operate real-time clearing and settlement infrastructure, payment platforms and direct debit systems for jurisdictions globally. We operate real-time payments infrastructure in several countries around the world. We also use our real-time account-based payments capabilities to enable consumers, businesses, governments and merchants to send and receive money directly from account to account.

We discuss below under “Our Payment Products and Applications” the ways in which we apply our real-time account-based payments capabilities to capture new payment flows.

Security and Franchise

Payments Ecosystem Security. We employ a multi-layered approach to help protect the global payments ecosystem, including a robust program designed to protect our network from cyber and information security threats. Our network and platforms incorporate multiple layers of protection, providing greater resiliency and security protection. Our programs are assessed by third parties and incorporate benchmarking and other data from peer companies and consultants. We engage in many efforts to mitigate information security challenges, including maintaining an information security program, an enterprise resilience program and insurance coverage, as well as regularly testing our systems to address potential vulnerabilities. We work with experts across the organization (as well as through other sources such as public-private partnerships) to monitor and respond quickly to a range of cyber and physical threats, including threats and incidents associated with the use of services provided by third-party providers.

Our multi-layered approach also includes our work with issuers, acquirers, merchants, governments and payments industry associations to develop and put in place technical standards for secure transactions, and we provide solutions and products that are designed to help provide security for the global payments ecosystem. Our approach includes supporting small businesses by sharing best practices and providing access to free utilities and services, benefiting both them and the entire payments ecosystem. We discuss specific security solutions that we offer to our customers below under “Services and Other Solutions”.

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Our Franchise. We manage an ecosystem of stakeholders that participate in our global payments network, setting standards and rules for (and aiming to ensure interoperability among) all participants while balancing risk and value across all stakeholders. Our franchise model achieves this by creating and sustaining a comprehensive series of value exchanges across our ecosystem. Through our franchise model, we work to ensure a balanced ecosystem where all participants may benefit from the availability, innovation and security of our network. We achieve this goal through the following key activities:

•Participant Onboarding. We determine that each new customer meets the necessary prerequisites to use and contribute to our network by defining clear ecosystem roles and responsibilities for their operations

•Operating Standards. We define the technical, operational and financial standards that all network participants are required to uphold

•Security. We establish central principles, including safeguarding consumer protections and integrity, so participants feel confident to transact on the network

•Responsible Stewardship. We set performance standards to support ecosystem optimization and growth and use proactive monitoring designed to both ensure participant adherence to operating standards and protect the integrity of the ecosystem

•Issue Resolution. We operate a framework to address disputes between our network participants

Our Payment Products and Applications

Consumer Payments

Prepaid. Prepaid accounts are a type of electronic payment that enables consumers to pay from pre-funded accounts whether or not they previously had a bank account or a credit history. These accounts can be tailored to meet specific program, customer or consumer needs, such as paying bills, sending person-to-person payments or withdrawing cash from an ATM. Our focus ranges from digital accounts (such as fintech and gig economy platforms) to business programs such as employee payroll, health savings accounts and solutions for small business owners. Our prepaid programs also offer opportunities in the private and public sectors to drive financial inclusion of previously unbanked individuals through social security payments, unemployment benefits and salary cards.

Consumer Bill Payments. Our solutions enable consumers and small businesses to pay their billers in a seamless and secure way, providing an experience that offers flexibility and benefits consumers, financial institutions and billers. Utilizing our merchant acceptance network (which includes many billers), we offer consumers the choice of paying their bills in a convenient and secure manner using credit, debit or prepaid as well as account-based payments methods. We also offer applications and services to enable bill payments for consumers, businesses and governments in select jurisdictions.

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Commercial and New Payment Flows

•Commercial travel and entertainment, procurement and fleet cards, consisting mostly of credit cards and associated platforms for corporations to manage travel and expense, procurement and fleet expenses. Our Mastercard Smart Data™ platform provides expense management and reporting capabilities.

We also offer solutions designed to enable businesses or governments to make invoiced payments to businesses with whom they have a trusted relationship for goods and services. As part of our solutions, we offer a platform to optimize supplier payment enablement campaigns for financial institutions.

Across both point-of-sale and invoiced payments, we offer a Virtual Card Number (VCN) solution, which is generated dynamically from an existing account and leverages the existing funds and/or credit limit of that funding account. Our VCN solution may include the use of Mastercard In Control™, our virtual card platform that allows buyers to pay suppliers using a one-time use card number that can be set with transaction level controls, providing configurability, flexibility and control over spending.

Disbursements and Remittances

Through our Mastercard Move platform, we enable consumers, businesses, governments and merchants to send and receive money domestically and across borders to consumers with greater speed and ease, with a payout reach of more than 17 billion endpoints globally across multiple channels, and in more than 60 originating countries and 155 receiving countries:

•We partner with digital messaging and payment platforms to enable consumers to send money directly within applications to other consumers.

•We partner with central banks, fintechs and financial institutions to more efficiently enable, as applicable, distribution of social and economic assistance and business-to-consumer (“B2C”) disbursements across various use cases (such as wallet funding, cash payouts, gig worker payouts and insurance claims).

•We enable a wide range of cross-border payment flows and use cases to customers (including trade payments, remittances and disbursements). These flows are enabled via a distribution network with a single point of access that allows financial institutions, fintechs and digital partners to send and receive money globally through multiple channels, including bank accounts, mobile wallets, cards and cash payouts.

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Benefiting and Innovating the Payments Ecosystem

◦Our Mastercard Digital First™ program enables our issuing customers to offer their cardholders a fully digital payment experience with an optional physical card, meeting cardholder expectations of immediacy, security and convenience during card application, authentication and instant card access, securing purchases (whether contactless, in-store, in-app or online) and managing alerts, controls and benefits.

◦Our Click to Pay checkout experience is designed to provide consumers convenience and security in a digital environment, make it easier for merchants to implement secure digital payments and provide issuers with improved fraud detection and prevention capabilities. This experience enables a faster, more secure checkout experience across internet and mobile sites, mobile apps and connected devices.

•Enhancing security and effectiveness of transactions. We focus on securing transactions by replacing card numbers with secure tokens, scaling Mastercard Authentication (including enabling device-based biometrics, such as fingerprints or facial scans, through Mastercard Payment Passkey Service) and streamlining online checkout by eliminating manual entry (through Click to Pay and Secure Card on File). We aim to improve the effectiveness of those transactions by increasing the number of transactions we switch through our differentiated services, increasing approval rates by utilizing inputs from our network and lifting spend and activation rates through personalized campaigns and data-driven strategies.

•Creating solutions to unlock new blockchain-based business models. We continue to expand our capabilities to support emerging blockchain‑based payment models through a controlled and risk‑managed framework, applying robust due‑diligence and monitoring standards for partners operating in the digital asset ecosystem. Our solutions enable consumers to use our cards to purchase digital assets and spend those balances across our acceptance network using crypto co-brand cards. Additionally, we support the settlement of stablecoins over our network.

•Simplifying access to, and integration of, our digital assets. Our Mastercard Developers platform makes it easy for customers and partners to leverage our many digital assets and services. By providing a single access point with tools and capabilities to find APIs across a broad range of Mastercard services, we enable easy integration of our services into new and existing solutions.

•Identifying and experimenting with future technologies, start-ups and trends. Through Mastercard Foundry, we continue to provide customers and partners access to thought leadership, innovation methodologies, new technologies and relevant early-stage fintech players.

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Our Services and Other Solutions

•Detection solutions designed to both spot and take action to stop fraudulent behavior and cyber-attacks. Our offerings include fraud scoring technology that scans billions of data points across millions of transactions each day while increasing approvals and reducing false declines, alerts when accounts are exposed to data breaches or security incidents, and network-level monitoring on a global scale to help detect the occurrence of widespread fraud attacks when a customer may be unable to detect or defend against them.

•Remediation solutions designed to facilitate the flow of information to ensure consumers have transparency of their transaction data, as well as solutions designed to communicate and remediate disputes related to either fraud or failures in delivery of services to consumers.

•Business continuity solutions designed to enable uninterrupted commerce, fostering trust and reliability for both merchants and consumers. These solutions include Mastercard’s Stand-In processing, which is designed to ensure transaction continuity when a card issuer’s systems are unavailable. This solution provides a backup mechanism to authorize transactions on behalf of the issuer based on predefined rules and risk parameters.

To deliver effective security solutions, we harness our proprietary data assets, combined with our AI, data analytics and cyber risk assessment capabilities.

At the core of our security solutions suite is a focus on delivering an exceptional payments experience. Our solutions are designed to ensure that approvals of legitimate transactions are boosted and transactions flow more smoothly. Our solutions are also designed so that the consumer bears no responsibility (or “zero liability”) for counterfeit or lost card losses in the event of fraud, increasing consumer confidence. In addition, our solutions further enhance the consumer experience by providing effective dispute resolution, subscription controls and transparency through digital receipts.

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Consumer Acquisition and Engagement Services

We offer solutions that drive customer acquisition, increase activation, deepen engagement and build loyalty, including:

•Marketing services, which drive business growth and profitability through end-to-end, data- and technology-driven marketing. We advance our customers’ growth by helping them to acquire new customers, as well as increase engagement with existing customers, through a curated set of direct marketing solutions and strategies. We focus on business outcomes and combine our proprietary data and insights with our marketing expertise to create innovative solutions that span the entire customer lifecycle, from brand design and product adoption to customer retention and portfolio optimization. Our end-to-end approach is built on collaboration with our customers and partners to constantly optimize marketing performance and deliver results.

•Personalization services, which leverage AI to help businesses provide personalized digital experiences for their customers. Our personalization platform and decision engine delivers product recommendations, offers and content to consumers across digital channels.

•Issuer and merchant loyalty services, which blend strategy, services, data and technology to deliver loyalty solutions designed to drive consumer engagement with measurable results for our customers. We enable a loyalty ecosystem (deeply integrated within our global payments network) that benefits merchants, financial institutions and consumers via personalized offers, rewards and redemptions, empowering our customers to create experiences unique to their brand and consumers and achieve long-lasting loyalty.

Business and Market Insights

We offer solutions that provide data insights, analytics and advisory services, all of which are designed to help our customers operate with agility, optimize performance and profitability, and innovate for future growth. Offerings within this area include:

•Business and operational intelligence solutions consisting of real-time business insights, industry research, economic intelligence and expert-driven recommendations designed to support informed decision-making, monitor performance and respond to macro trends.

•Advanced analytics and AI solutions consisting of proprietary and privacy-first data solutions, AI models and analytics software designed to power strategy optimization, business experimentation and transformation, as well as risk management to address complex business challenges and unlock new value.

•Consulting and agentic solutions consisting of strategic advisory, rapid prototyping, technical implementation and hands-on support across the payments ecosystem (including agentic solutions), designed to accelerate transformation and scale innovation through global expertise and localized execution.

•Payments and portfolio optimization solutions consisting of expertise and technology designed to enhance payment processes, customer engagement and portfolio performance through targeted strategies and data-driven recommendations.

Digital and Authentication

We offer global digital enablement and authentication capabilities that operate across all digital channels including in-store environments, e-commerce platforms and agentic interfaces. These capabilities include:

•Digital enablement and checkout services that allow issuers, acquirers, merchants, digital wallets and channel partners (such as payment service providers, gateways, payment facilitators, independent software vendors and payment orchestrators) to provision, access and use tokenized payment credentials that help make commerce more seamless and more secure

•Authentication services that help customers grow digital commerce by enabling the verification of cardholder accounts and transactions for issuers and merchants. These services combine sophisticated risk signals, biometrics and other authentication technologies to help reduce fraud, increase approval rates and build trust at scale, while also supporting applicable regulatory and industry standards

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Processing and Gateway

We extend our processing capabilities in the payments value chain in various regions with an expanded suite of offerings, including:

•Issuer solutions designed to provide customers with a complete processing solution to help them create differentiated products and services and allow quick deployment of payments portfolios across banking channels.

•Payment gateways that offer a single interface to enable e-commerce merchants to process secure online and in-app payments and offer other solutions, including outsourced electronic payments, fraud prevention and alternative payment options.

Other Solutions

We provide several additional solutions to help differentiate our payments products. These other solutions include ACH batch and real-time account-based payments and solutions, bill payments, cross-border services and open finance.

We discuss ACH batch and real-time account-based payments and solutions, bill payments and cross-border services in more detail in “Our Payment Products and Applications”.

Our open finance platform enables data providers and third parties, on a permissioned basis, to reliably access, securely transmit and confidently manage consumer and small business data to improve the customer experience. Our platform enables individuals to have choice of financial services, providing them the ability to access, control and benefit from the use of their data. This choice provides individuals with an improved digital experience. Our platform also serves the needs of the lending market, including through streamlining loan application processes and improving credit decisioning, thereby driving further financial inclusion. The network connections that underpin this platform utilize API technology and our Data and Tech Responsibility Principles (including data usage guardrails, consumer protection and consent management). Our advanced open finance data enrichment and insights solutions include account opening (providing seamless onboarding through our open finance APIs), lending (focusing on empowering confident lending decisions and hassle-free experiences), payments (centered on enabling secure and cost-effective account-to-account payments with valuable transaction insights) and small business solutions (providing real-time data and financial insights to drive informed decision-making).

Our People

As of December 31, 2025, we employed approximately 39,800 persons globally, of which approximately 70% were employed outside of the U.S. in more than 90 countries. Our employee base is predominantly full-time. To supplement our employee base, we also had approximately 6,000 contingent workers in order to meet specific needs. Our voluntary workforce turnover (rolling 12-month attrition) was approximately 6% as of December 31, 2025. The total cost of our workforce for the year ended December 31, 2025 was $7.3 billion, which primarily consists of compensation, benefits and other personnel-related costs.

Management reviews our people strategy and culture, as well as related risks, with our Human Resources and Compensation Committee on a quarterly basis, and annually with our Board of Directors. Additionally, our Board and Board committees are tasked with overseeing other human capital management matters on a regular basis, such as ensuring processes are in place for maintaining an ethical corporate culture; overseeing key initiatives, policies and practices focused on providing everyone the opportunity to succeed; and monitoring governance trends in areas such as human rights.

To enable our business strategy effectively, our aim is to:

•attract and retain talent with the key skills and capabilities needed to achieve short-term and long-term goals

•develop an agile workforce to collaborate and compete in a fast-paced, innovative environment

•build and sustain an inclusive and high-performing culture

Attract talent.

•We continuously recruit talent by leveraging the strength of our brand and utilizing a variety of sources, channels and initiatives in order to support our growth across sectors, markets and emerging industries

•Our acquisition activity has also provided a strong source of talent with differentiated skills

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•A competitive compensation approach (subject to periodic reviews) under which eligible employees across multiple job levels can receive long-term incentive equity awards

•Contributions to employees’ financial well-being as they plan for retirement through our “Investing in You” initiative, which sets a global minimum standard of 10% of base pay toward retirement

•Continued expansion and prioritization of well-being offerings for employees, focused on supporting their minds, bodies and financial and social well-being, as well as embracing flexibility

•Flexibility policies and programs to support employees, including a four-week ”work from elsewhere” policy, meeting-free days and a hybrid work approach with an average of at least three days in the office per week

•Supporting employees in giving back to their communities, including providing matching gifts for charitable donations that they make, donating to eligible charities of their choice for every applicable hour that they volunteer, and providing five paid days per year for full-time employees to engage in eligible volunteer work

•Experience surveys that we periodically run to assess our overall employee engagement areas (with occasional focus on more targeted topics) and prioritize how we address emerging opportunity areas

•A culture of high ethical business practices and compliance standards, grounded in honesty, decency, trust and personal accountability. It is driven by “tone at the top,” reinforced with regular training, fostered in a speak-up environment, and measured by our periodic employee surveys and other metrics that enable our Board to maintain a pulse on areas of strength and opportunities for improvement

Environment. We strive to create an environment where everyone feels valued and empowered to do their best work. This helps build a healthy culture, attract talent and drive long-term value for stockholders. We are continuously evolving our approach, guided by the following priorities:

•We customize our global community and belonging strategy by region. This customized strategy, implemented and executed by local leadership, is designed to ensure we reflect the viewpoints of appropriate stakeholders and consider cultural nuances as part of our work toward providing everyone the opportunity to succeed

•We remain dedicated to practices designed to ensure there is equal pay for equal work. We have established a framework for examining pay practices annually, supported by third-party analysis and benchmarked to the external market. We assess compensation decisions for potential pay disparities

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Brand

Data and AI

We create a range of products and services for our customers that use our data and AI assets, technology, platforms and expertise. These products and services are designed to make commerce smarter, more secure and more personal. Our data comes from an increasing variety of sources, such as transaction data (including from gateway, card and real-time payments), open finance, digital identities, buyer/supplier payment preferences, device attributes, digital threat assessments, rewards redemptions and unstructured data (such as our manuals and publications). This data also helps power our operations to drive efficiency and clarity in solutions for our employees and customers. We continually invest in data cleansing, structuring and modeling and robust governance to help make this data accurate and available for use in AI to be deployed at scale. We utilize our data using traditional analytical methodologies and an ever-increasing range of AI, including machine learning, natural-language processing, neural networks and generative AI. We aim to help power economies and empower people through AI-driven initiatives that enhance security, data insights, personalization and efficiency.

We do all this while following our Data and Tech Responsibility Principles in how we design, implement and deliver those solutions. Our Privacy by Design, Data by Design and AI Governance processes are designed to ensure we embed multiple layers of privacy, data protection and information security controls in all our products and services, keeping a clear focus on protecting customers’ and individuals’ data. We seek to do this in a number of ways:

•Implementing accountability. We practice robust data and AI governance aimed at ensuring that we have appropriate controls and oversight over the use of our data and technology

•Practicing data minimization. We practice collecting and retaining only the personal information that is needed for a given product or service, and limiting the amount and type of personal information shared with third parties

•Being transparent and providing control. We explain how we use personal information and AI and give individuals access and control over how their data is used and shared

•Working with trusted partners. Our processes are designed to ensure we select partners and service providers who implement high standards similar to ours for protecting data and using AI

•Addressing fairness in our data and AI. We are implementing governance and processes to help test and mitigate for bias when we use advanced analytics, including AI and machine learning, to create fair and inclusive solutions that reflect individual, group and societal interests

•Fostering inclusion and advancing positive social impact. Where possible, we utilize our data sets and analytics capabilities to create innovative solutions to societal challenges, benefit society and promote inclusive financial, social, climate, health and education growth

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Technology

We utilize our technology to help grow our core, diversify into new customers and geographies and build new areas for the future, while also enhancing our operational strength and enabling our employees to deliver effectively for our customers. Our technology enables the scale of our network and accelerates our growth in payments, data and services, across the following key areas:

Creating value for customers around the world:

•Standardizing and simplifying how we connect with customers, starting at the edge of our network, to provide them with the tools to manage and expand their Mastercard relationship

•Deploying our cloud-native technology infrastructure to adapt to evolving market conditions and further enhance speed, resiliency and scalability

Enabling our full range of products and services:

•Enhancing payment rails and expanding them across payments and services, including providing seamless customer adoption across new services and solutions

•Further evolving our data infrastructure and utilizing AI to unlock incremental value and differentiated offerings, and ensure ongoing compliance with evolving data laws and regulations

Empowering our employees:

•Improving the speed in which we deliver for our customers through a combination of AI-enabled tools and customer-centric practices

•Attracting, developing and retaining top technology talent, as well as strengthening our employees’ technology acumen

How We Help Consumers, Businesses and Governments

Through our unique set of products and services, as well as the power of our technology, innovation and network, we work with our customers to provide benefits to consumers, businesses and governments around the globe.

We benefit consumers by:

•making electronic payments more convenient, secure and efficient

•delivering better, seamless consumer experiences

•providing consumers choice, empowering them to make and receive payments in the ways that best meet their daily needs

•protecting consumers and all other participants in a transaction, as well as consumer data

•enabling loyalty rewards and benefits

We benefit businesses by:

•enabling our merchant partners to accept secure and reliable payments for both in-store and online purchases, as well as helping to protect them from fraud before it occurs

•delivering technology that helps to support digital identity and verification of participants in a transaction, especially when a pre-existing relationship does not exist

•providing them access to data analytics platforms and actionable insights to help them better understand their business as well as their co-brand portfolio performance (as applicable)

•helping small businesses obtain the digital, security and financial tools necessary to help enable future growth

•supporting community financial institutions (including local banks, minority depository institutions and credit unions) to make it easier for small and underserved businesses to get the funding they need

•offering free and effective cyber tools to help small businesses take immediate action to reduce the risk of cyberattacks

•connecting small businesses (via local and national partnerships) with expert organizations to help them develop new skills and grow their capabilities

We benefit governments by:

•offering technologies to help drive efficiencies and deliver more inclusive and sustainable economic development

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•supporting their efforts to disburse public funds seamlessly, digitize revenue collections and simplify procurement at a lower cost

•providing aggregated and anonymized data insights to help assess and tailor their policies

•enabling their efforts to digitize and modernize their public infrastructure while reducing costs, delivering more seamless services and improving citizen satisfaction

•empowering them to deliver effective emergency response in times of need (as well as drive financial inclusion) through combined welfare and disbursement programs

•offering cybersecurity solutions that help them safeguard their platforms, digital transactions and ecosystem against fraudulent activity

Revenue Sources

Mastercard is a payments network service provider that generates revenue from a wide range of payments solutions we provide to our customers. We classify our net revenues, which include the impact of rebates and incentives, from contracts with customers into two categories: (i) payment network and (ii) value-added services and solutions.

Within our payment network, revenue is primarily generated from charging fees to our customers based on GDV (which includes both domestic and cross-border volume) on the cards that carry our brands and for providing switching and other network-related services.

Within our value-added services and solutions, we generate revenue primarily related to the following:

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Revenue” in Part II, Item 7 and Note 3 (Revenue) to the consolidated financial statements included in Part II, Item 8 for more detail about our revenue.

Intellectual Property

We own a number of valuable trademarks that are essential to our business, including Mastercard, Maestro and Cirrus, through one or more affiliates. We also own numerous other trademarks covering various brands, programs and services offered by us to support our payment programs. Trademark and service mark registrations are generally valid indefinitely as long as they are used and/or properly maintained. Through license agreements with our customers, we authorize the use of our trademarks on a royalty-free basis in connection with our customers’ issuing and merchant acquiring businesses. In addition, we own a number of patents and patent applications relating to payment solutions, transaction processing, smart cards, contactless, mobile, biometrics, AI, security systems, blockchain and other technologies, which are important to our business operations. These patents expire at varying times depending on the jurisdiction and filing date.

Competition

We face a number of competitors both within and outside of the global payments industry. We compete in all categories of payments (including paper-based payments and all forms of electronic payments) as well as in all categories in which we provide services and solutions:

•General Purpose Payments Networks. We compete worldwide with payments networks such as Visa, American Express, JCB, China UnionPay and Discover, among others. These competitors tend to offer a range of card-based payment products. Some competitors have more market share than we do in certain jurisdictions. Some also have different business models that may provide an advantage in pricing, technology, regulatory compliance burdens or otherwise. Globally, financial institutions may issue both Mastercard-branded and competitor payment products, and we compete for business on the basis of individual portfolios or programs. In addition, a number of our customers issue American Express-, China UnionPay- and/or Discover-branded payment cards in a manner consistent with a four-party system. We continue to face intense competitive pressure on

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the prices we charge our issuers and acquirers, and we seek to enter into business agreements with them through which we offer incentives and other support to issue and promote our payment products.

•Debit and Local Networks. We compete with ATM and point-of-sale debit networks. In various countries, local debit brands serve as the main domestic brands, while our brands are used mostly to enable cross-border transactions (typically representing a small portion of overall transaction volume). In addition, several governments are promoting, or considering promoting, local networks for domestic switching. See “Risk Factors” in Part I, Item 1A for a more detailed discussion of the risks related to payments system regulation and government actions that may prevent us from competing effectively.

•Real-time Account-based Payments Systems. We face competition in the ACH and real-time account-based payments space from providers of infrastructure, applications and services. As these real-time account-based propositions mature, we face a possible increase in competition for our existing domestic person-to-merchant (“P2M”) and person-to-person (“P2P”) transaction market share. Similarly, as interlinking of these infrastructures is further explored, they could disrupt our existing cross-border P2M and P2P market share. Also, several industry initiatives are experimenting with the concept of account-based global schemes, which could lead to a disruption of the clearing and settlement options utilized in various currencies.

•Digital Wallets and other Fintechs. As the global payments industry becomes more complex, we face increasing competition from fintechs and other emerging payments providers, both for customers and data. Many of these providers have developed payments systems focused on online activity in e-commerce and mobile channels (in some cases, expanding to other channels), and may process payments using in-house account transfers, real-time account-based payments networks or global or local networks, in addition to card. Examples include digital wallet providers, point-of-sale financing/buy-now-pay-later providers, mobile operator services, mobile phone-based money transfer and microfinancing services, device manufacturers, B2B accounts payable and accounts receivable providers.

•Digital Public Infrastructure and Other Government-Backed Solutions. Governments have been focused on creating and expanding local digital payments structures. Increasingly, these structures include digital public infrastructure (DPI), which is owned by governments and often supported by third parties, and aim to provide payments services as a public good. Government- and central bank-backed structures (such as the Brazilian Instant Payment System-PIX, FedNow in the U.S. and United Payments Interface (UPI) in India), are increasingly being considered as alternatives to traditional domestic payment solutions and schemes such as ours. In addition to local and regional networks, national governments continue to explore the use of central bank digital currencies (“CBDCs”), which may be launched with their own networks to transfer money between participants.

•Digital Currencies. Stablecoins and cryptocurrencies may become more popular as they potentially become more regulated around the globe (through laws such as the GENIUS Act, which in 2025 became the first major crypto legislation in the U.S.) and are increasingly perceived to provide immediacy, 24/7 accessibility, immutability and efficiency. Some players, including payment service providers and payment facilitators, have started to enable merchant acceptance of such currencies in P2M, while some banks have started experimenting with blockchain B2B payments. Digital currencies and emerging players (such as crypto natives) have the ability to disrupt traditional financial markets. The increased prominence of digital currencies creates an opportunity for us, but could also compete with our products and services.

•Services and Solutions Providers. We face competition from companies that provide alternatives to our services and solutions. These companies include information services and consulting firms that provide consulting services and insights to financial institutions, merchants and governments, technology companies that provide cyber and fraud solutions (including AI-based solutions), and companies that compete against us as providers of loyalty and program management solutions. We also face competition from companies that provide alternatives to our other solutions, including open finance. Regulatory initiatives could also lead to increased competition in this space.

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We play a valuable role as a trusted intermediary in a complex system, creating value for individual stakeholders and the payments ecosystem overall. Our competitive advantages include:

Collectively, the capabilities that we have created organically, and those that we have obtained through acquisitions, support and build upon each other to enhance the total proposition we offer our customers. They enable us to partner with many participants in the broader payments ecosystem and provide choice, security and services to improve the value we provide to our customers.

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Government Regulation

As a technology company in the global payments industry, we are subject to government regulation that impacts key aspects of our business. In particular, we are subject to the laws and regulations that affect the payments industry in the many countries in which our products and services are used. We are committed to complying with all applicable laws and regulations and implementing policies, procedures and programs designed to promote compliance. We monitor and coordinate globally while acting locally and establish relationships to assess and manage the effects of regulation on us. See “Risk Factors” in Part I, Item 1A for more detail and examples of the regulation to which we are subject.

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Preferential or Protective Government Actions. Some governments have taken action to provide resources, preferential treatment or other protection to selected domestic payments and processing providers, as well as to create their own national providers. For example, governments in some countries (such as South Africa) mandate switching of domestic payments either entirely in that country or by only domestic companies. Some jurisdictions are currently considering adopting or have adopted data localization requirements, which mandate the collection, storage, and/or other processing of data within their borders. This is the case, for instance, in India, China and Saudi Arabia. Various forms of data localization requirements or data transfer restrictions are also under consideration in other countries and jurisdictions, including the EU.

Anti-Money Laundering, Countering the Financing of Terrorism, Economic Sanctions and Anti-Corruption. We are subject to anti-money laundering (“AML”) and countering the financing of terrorism (“CFT”) laws and regulations globally, including the U.S. Bank Secrecy Act and the USA PATRIOT Act, as well as the various economic sanctions programs, including those imposed and administered by the U.S. Office of Foreign Assets Control (“OFAC”) and the European Union. We have implemented a comprehensive AML/CFT program, comprised of policies, procedures and internal controls, including the designation of a compliance officer, which is designed to prevent our payment network from being used to facilitate money laundering and other illicit activity and to address these legal and regulatory requirements and assist in managing money laundering and terrorist financing risks. The economic sanctions programs administered by OFAC restrict financial transactions and other dealings with certain countries and geographies (specifically Crimea, the Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, Cuba, Iran and North Korea) and with persons and entities included in OFAC sanctions lists including its list of Specially Designated Nationals and Blocked Persons (the “SDN List”). We take measures to prevent transactions that do not comply with OFAC and other applicable sanctions, including establishing a risk-based compliance program that has policies, procedures and controls designed to prevent us from having unlawful business dealings with prohibited countries, regions, individuals or entities. As part of this program, we obligate issuers and acquirers to comply with their local sanctions obligations and U.S. and EU sanctions programs. In the U.S., these obligations include requiring the screening of account holders and merchants against OFAC sanctions lists (including the SDN List). Iran and Syria have been identified by the U.S. State Department as terrorist-sponsoring states. We do not maintain operations, assets or licensed customers in Iran. While we currently have no operations in Syria, we are evaluating market entry in strict accordance with applicable laws and restrictions. We are also subject to anti-corruption laws and regulations globally, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, which, among other things, generally prohibit giving or offering payments or anything of value for the purpose of improperly influencing a business decision or to gain an unfair business advantage. We have implemented policies, procedures and internal controls to proactively manage corruption risk.

Issuer and Acquirer Practices Legislation and Regulation. Our issuers and acquirers are subject to numerous regulations and investigations applicable to banks, financial institutions and other licensed entities, which can indirectly impact us. Additionally, regulations such as the EU’s Payment Services Directive in the EEA require financial institutions to provide third-party payment processors access to consumer payment accounts, enabling them to route transactions away from Mastercard products and provide payment initiation and account information services directly to consumers who use our products.

Regulation of Internet and High-Risk Merchant Categories. Various jurisdictions have enacted regulation related to internet transactions (such as laws surrounding gambling, including fantasy sports), which impacts both us and our customers. We are also impacted by evolving laws surrounding certain legally permissible but high-risk merchant categories, such as adult content, firearms, alcohol and tobacco.

Privacy, Data, AI and Information Security. Aspects of our operations or business are subject to increasingly complex, fragmented, overlapping and/or divergent privacy, data, AI and information security laws and regulations in the U.S., the EU and elsewhere around the world. For example, in the U.S., we and our customers are respectively subject to, among other laws and regulations, Federal Trade Commission and federal banking agency information safeguarding requirements under the Gramm-Leach-Bliley Act (GLBA) that require, among other things, the maintenance of a written, comprehensive information security program and, increasingly, a number of state data and privacy laws. We and our customers may also be subject (where applicable) to evolving U.S. federal and/or state AI and data laws and regulations, including those related to national security. With respect to information security, we are subject to new and evolving cyber notification regimes, including data protection authorities, cyber authorities and law-enforcement. We are also subject to public disclosure requirements related to cyber incidents, such as the U.S. Securities and Exchange Commission (the SEC) disclosure rules that require, among other things, disclosing material cybersecurity incidents in a Current Report on Form 8-K, generally within four business days of determining an incident is material. In the EU, we are subject to the General Data Protection Regulation (the GDPR) and its equivalent in the U.K., which requires, among other things, a comprehensive privacy, data protection and information security program to protect the personal and sensitive data of EEA residents. Several regulators and policymakers around the globe use the GDPR as a reference to adopt new or updated privacy, data and information security laws and regulations, although divergences have occurred. Laws and regulations in this area are constantly evolving due to several factors, including increasing data collection and data flows, numerous data breaches and security incidents, more sensitive data categories, and emerging technologies such as AI (which is now subject to regulation in the EU as well as other

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places). In addition, the interpretation and application of these privacy, data, AI and information security laws and regulations are often uncertain and in a state of flux, thus requiring constant monitoring and governance.

Additional Regulatory Developments. Various regulatory agencies around the world continue to examine a wide variety of issues that could impact us, including evolving laws and guidance surrounding buy-now-pay-later, open finance, credit reporting, digital currencies (including stablecoins), marijuana, prepaid payroll cards, identity theft, account management guidelines, disclosure rules, marketing and operational resilience. Additionally, various jurisdictions have adopted or are increasingly considering adopting laws, regulations and oversight expectations requiring disclosure on environmental, social and governance matters. The focus of such efforts includes climate-related matters, as well as social matters, such as human rights, the treatment of employees and other workforce-related matters.

Additional Information

Mastercard Incorporated was incorporated as a Delaware corporation in May 2001. We conduct our business principally through our principal operating subsidiary, Mastercard International Incorporated, a Delaware non-stock (or membership) corporation that was formed in November 1966. For more information about our capital structure, including our Class A common stock (our voting stock) and Class B common stock (our non-voting stock), see Note 14 (Stockholders' Equity) to the consolidated financial statements included in Part II, Item 8.

Website and SEC Reports

Our internet address is www.mastercard.com. From time to time, we may use our corporate website as a channel of distribution of material company information. Financial and other material information is routinely posted and accessible on the investor relations section of our corporate website. You can also visit “Investor Alerts” in the investor relations section to enroll your email address to automatically receive email alerts and other information about Mastercard.

Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are available for review, without charge, on the investor relations section of our corporate website as soon as reasonably practicable after they are filed with, or furnished to, the SEC. The information contained on our corporate website, including, but not limited to, our Impact Report and our U.S. Consolidated EEO-1 Report, is not incorporated by reference into this Report. Our filings are also available electronically from the SEC at www.sec.gov.

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