Mastercard Incorporated (MA) Events

Period covered: February 2025 through June 2026.

Filings that contain financial statements

The following 8-K filings attach an Exhibit 99.1 earnings release with a full income statement, balance sheet, and cash flow statement (in addition to reported/adjusted GAAP results tables):

Earnings and financial performance

Mastercard's reported quarterly results held a consistent double-digit growth trajectory through the period, then decelerated modestly in the most recent quarter:

• Q1 2025 (accession 0001141391-25-000088, filed 2025-05-01): Net revenue of $7.3 billion, up 14% (17% currency-neutral). Net income $3.3 billion; diluted EPS $3.59. Adjusted diluted EPS $3.73. Gross dollar volume up 9%, purchase volume up 10% (local currency).
• Q2 2025 (accession 0001141391-25-000170, filed 2025-07-31): Net revenue of $8.1 billion, up 17% (16% currency-neutral). Net income $3.7 billion; diluted EPS $4.07. Adjusted diluted EPS $4.15.
• Q3 2025 (accession 0001141391-25-000191, filed 2025-10-30): Net revenue of $8.6 billion, up 17% (15% currency-neutral). Net income $3.9 billion; diluted EPS $4.34. Adjusted diluted EPS $4.38. Value-added services and solutions revenue grew 25% (22% currency-neutral).
• Q4 and full-year 2025 (accession 0001141391-26-000003, filed 2026-01-29): Q4 net revenue of $8.8 billion, up 18% (15% currency-neutral). Q4 net income $4.1 billion; diluted EPS $4.52. Adjusted diluted EPS $4.76. Full-year 2025 net revenue grew 16% year-over-year (15% currency-neutral); value-added services and solutions grew 23% (21% currency-neutral) for the year.
• Q1 2026 (accession 0001141391-26-000029, filed 2026-04-30): Net revenue of $8.4 billion, up 16% (12% currency-neutral), a deceleration in currency-neutral growth versus prior quarters. Net income $3.9 billion; diluted EPS $4.35. Adjusted diluted EPS $4.60. Value-added services and solutions revenue grew 22% (18% currency-neutral).

No earnings 8-K in the period disclosed a change to forward guidance beyond the standard quarterly commentary accompanying results.

Pending acquisition: BVNK

Mastercard's most recent Form 10-Q (accession 0001141391-26-000031, covering the quarter ended March 31, 2026, filed 2026-04-30) discloses that in March 2026 the company entered into a definitive agreement to acquire 100% of BVNK Holdings Limited, a stablecoin infrastructure provider, for $1.5 billion (excluding customary closing adjustments), with up to $300 million of additional contingent consideration tied to performance targets. The transaction is subject to regulatory approval and other customary closing conditions; the company anticipates completing the acquisition before the end of 2026. Mastercard's Q1 2026 earnings release (accession 0001141391-26-000029) also referenced the "planned acquisition of BVNK" as part of its stablecoin strategy. As of the filings reviewed, no standalone Form 8-K disclosing the signing of this agreement was filed under Item 1.01; the transaction is disclosed only in the 10-Q and the earnings release commentary, and remains pending (not yet closed).

Capital actions

• February 27, 2025 (accession 0001193125-25-039253): Completed a debt offering of $300 million Floating Rate Notes due 2028, $450 million 4.550% Notes due 2028, and $500 million 4.950% Notes due 2032 ($1.25 billion total), issued under the company's shelf registration statement.
• November 7, 2025 (accession 0001141391-25-000199): Entered into a new five-year, $8.0 billion unsecured revolving credit facility, replacing and extending the prior $8.0 billion facility (which was set to expire in 2029); the new facility expires November 7, 2030. Borrowings are available in U.S. dollars and/or euros for general corporate purposes.
• June 8, 2026 (accession 0001193125-26-261669): Completed a debt offering of $500 million Floating Rate Notes due 2028, $1.25 billion 4.325% Notes due 2028, $1.15 billion 4.425% Notes due 2029, $1.35 billion 4.600% Notes due 2031, and $750 million 5.000% Notes due 2036 ($5.0 billion total), issued under the same shelf registration statement.

Ongoing capital returns. Each quarterly earnings release in the period reported continued share repurchases and dividend payments: Q1 2025, $2.5 billion repurchased, $694 million in dividends (accession 0001141391-25-000088); Q2 2025, $2.3 billion repurchased, $691 million in dividends (accession 0001141391-25-000170); Q3 2025, $3.3 billion repurchased, $687 million in dividends (accession 0001141391-25-000191); Q4 2025, $3.6 billion repurchased, $684 million in dividends, with the remaining authorization under approved repurchase programs rising to $16.7 billion as of the release date (accession 0001141391-26-000003); Q1 2026, $4.0 billion repurchased, $777 million in dividends (accession 0001141391-26-000029), the latter figure consistent with a per-share dividend increase during the period. None of the reviewed 8-Ks contained a standalone announcement of a new buyback authorization or a specific dividend-rate change; the amounts above are as stated in the quarterly earnings releases.

Legal and regulatory

• November 10, 2025 (accession 0001141391-25-000197): Mastercard and Visa entered into an updated Class Settlement Agreement with court-appointed counsel for an injunctive-relief class of merchants, settling claims related to network rules and business practices arising from the long-running U.S. interchange litigation. Key terms include added merchant flexibility on card acceptance, simplified surcharging/discounting rules, and a 10-basis-point reduction in the average systemwide effective U.S. interchange rate on consumer and commercial credit transactions, capped for five years. The settlement is subject to final approval by the U.S. District Court for the Eastern District of New York, expected most likely in late 2026 or early 2027; upon approval, Mastercard states it will have resolved all pending U.S. merchant litigation seeking changes to its interchange structure and acceptance rules. Mastercard did not admit to any improper conduct in connection with the settlement.

Management and board changes

• February 26, 2025 (accession 0001141391-25-000023): Timothy Murphy, Chief Administrative Officer, transitioned to the role of Vice Chair effective May 1, 2025. Richard Verma rejoined the company to succeed him as Chief Administrative Officer, effective the same date.
• June 24-25, 2025 (accession 0001141391-25-000154): At its annual meeting, stockholders approved charter amendments limiting officer liability, eliminating the "Industry Directors" concept, and other modernizing changes; the board adopted corresponding by-law amendments. All director nominees were elected and other routine annual-meeting matters (auditor ratification, say-on-pay) were approved.
• February 5, 2026 (accession 0001141391-26-000006): The board's compensation committee approved base salary and target incentive increases for CFO Sachin Mehra (to $875,000 base; target incentive raised to 175% of base) and Chief Services Officer Craig Vosburg (to $825,000 base; target incentive raised to 150% of base), effective March 1, 2026.
• May 7, 2026 (accession 0001141391-26-000034): Sandra Arkell, Corporate Controller and principal accounting officer, will move to the newly created role of Chief Audit Executive effective August 3, 2026. Chris Mullett, currently CFO for Europe, will succeed her as Corporate Controller and principal accounting officer on the same date.
• June 2, 2026 (accession 0001141391-26-000037): A broader leadership reshuffle, effective August 3, 2026: CFO Sachin Mehra moves to a newly created Chief Business Officer role overseeing global country operations, sales enablement, partnerships, and digital commercialization. Ling Hai, President of Asia Pacific, Europe, Middle East and Africa, succeeds Mehra as CFO. Craig Vosburg, Chief Services Officer, transitions to Vice Chair; Linda Kirkpatrick, President of the Americas, succeeds him as Chief Services Officer. Dimi Dosis, President of Eastern Europe, Middle East and Africa, becomes Chief Commercial Payments Officer leading Commercial & New Payment Flows, succeeding Raj Seshadri, who becomes a Senior Strategic Advisor to the CEO. Jorn Lambert continues as Chief Product Officer, leading Consumer Payments with stablecoin, agentic and core payments brought together under him. Separately, Vice Chair Timothy Murphy will retire from the company in October 2026.
• June 16, 2026 (accession 0001141391-26-000041): At its annual meeting, stockholders elected all eleven director nominees, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as auditor for 2026. Stockholder proposals on written-consent rights and cumulative voting for directors were not approved.

Note on disclosures outside the 8-K record

Beyond the pending BVNK acquisition discussed above (disclosed via the 10-Q rather than a dedicated 8-K), no other material corporate development reviewed for this period, dividend changes, share buyback authorizations, impairments, or additional M&A, appeared in the 8-K filings on record for the period covered.