Mastercard Incorporated (MA) Q1 FY2026

Business

From the FY2025 10-K, accession 0001141391-26-000013.

What it is. Mastercard is a technology company in the global payments industry, operating a payments network that authorizes, clears and settles transactions in more than 150 currencies across more than 220 countries and territories. It reports one operating segment, "Payment Solutions." Mastercard Incorporated was incorporated in Delaware in May 2001 and operates principally through Mastercard International Incorporated, formed in 1966.

What it is not. Mastercard is not a financial institution. It does not issue cards, extend credit, or receive revenue from interest rates or account-holder fees charged by issuers, and it does not set the merchant discount rate charged by acquirers. Account-holder relationships belong to its customers.

The four-party model. A transaction involves the account holder, the issuer (account holder's bank), the merchant and the acquirer (merchant's bank). The issuer pays the acquirer the transaction value less the interchange fee; the acquirer pays the merchant net of the merchant discount rate. Interchange fees are collected from acquirers and paid to issuers, Mastercard earns no revenue from interchange, but administers collection and remittance through settlement and sets "default interchange fees" that apply absent bilateral terms. This distinction matters: interchange regulation does not directly hit Mastercard's revenue line, but it changes the economics for issuers and merchants and therefore the volume routed over the network.

Mastercard switches more than 70% of all transactions on Mastercard- and Maestro-branded cards, including nearly all cross-border transactions. It guarantees settlement of many transactions between issuers and acquirers ("settlement exposure"), a short-duration credit exposure backed by its own balance sheet. It does not guarantee merchant payment by acquirers or unspent prepaid balances.

How revenue is earned. Net revenue is disaggregated into two categories, both reported net of rebates and incentives:

• Payment network revenue comes from fees based on gross dollar volume (GDV, domestic plus cross-border) on branded cards and from switching and other network services. Assessment categories are domestic, cross-border, transaction processing and other network assessments.
• Value-added services and solutions, security solutions, consumer acquisition and engagement, business and market insights, digital and authentication, processing and gateway, ACH batch and real-time account-based payments, open finance, are sold either bundled with the network or standalone, on fixed or transaction-based fees. This category has grown from 37% to 41% of net revenue between 2023 and 2025.
• Rebates and incentives are the central offset in the model: payment network revenue in 2025 was struck after $20,522 million of rebates and incentives to customers, up 16% year over year on both a reported and currency-neutral basis, driven by volume growth plus new and renewed deals.

Customer concentration. In 2025, the five largest customers generated approximately $6.9 billion, or 21%, of total net revenue. No individual country other than the U.S. generated more than 10% of net revenue. Approximately 71% of 2025 revenue was generated from activities outside the U.S.

Product and capability set. Consumer payments (credit, debit, prepaid, consumer bill payments, Digital First, Click to Pay, tokenization and the Payment Passkey Service); commercial and new payment flows (T&E, procurement and fleet cards, Smart Data, virtual card numbers via Mastercard In Control, invoiced B2B payments); and Mastercard Move, the money-movement platform with payout reach to more than 17 billion endpoints, more than 60 originating and 155 receiving countries. Real-time account-based payments infrastructure runs on Vocalink. In digital assets, Mastercard enables crypto co-brand card spend and supports settlement of stablecoins over its network.

People. Approximately 39,800 employees at December 31, 2025, roughly 70% outside the U.S. across more than 90 countries, plus roughly 6,000 contingent workers. Rolling 12-month voluntary attrition approximately 6%. Total workforce cost in 2025 was $7.3 billion.

Competition. General-purpose networks (Visa, American Express, JCB, China UnionPay, Discover); domestic and local debit networks, several promoted by governments; real-time account-based systems, where maturing propositions threaten domestic and cross-border person-to-merchant and person-to-person share; digital wallets, fintechs, buy-now-pay-later and device manufacturers; digital public infrastructure and government-backed rails (Brazil's PIX, FedNow in the U.S., India's UPI) and prospective CBDCs; stablecoins and cryptocurrencies, which the filing frames as both an opportunity and a competitive threat following the 2025 GENIUS Act; and services competitors in consulting, cyber/fraud and loyalty. Mastercard's stated advantages are the global network, the franchise/rules model with a settlement guarantee backed by its credit standing, multi-rail capability, brand, data and AI assets, technology, and on-soil local presence with government engagement.

Regulatory posture. Mastercard is designated a systemically important payment system (SIPS) in the EU; in the U.K., the Bank of England has designated Vocalink a "specified service provider" and Mastercard a "recognized payment system." Certain jurisdictions treat it as critical infrastructure. EU legislation requires separation of scheme activities from switching/processing. Other formal oversight markets include Australia, Brazil, India, Mexico, South Africa and Canada; certain subsidiaries hold money-transmitter and payment-institution licenses. Key 2025 developments disclosed:

• July 2025, the EU issued a revised systemic importance regulation adding a cyber-resilience framework and outsourcing-risk rules, and broadening the definition of a SIPS operator.
• August–September 2025, two U.S. federal district courts issued conflicting rulings on the validity of the Federal Reserve's Regulation II debit interchange cap (one vacated it, one upheld it). The cap remains in effect while litigation continues.
• November 2025, the Central Bank of Brazil enacted a new regulation for payment scheme operators (including Mastercard and Visa) that extends settlement-guarantee responsibility to previously non-guaranteed transactions such as merchant installment transactions; full implementation, subject to central bank approval of firm-level frameworks, is expected to conclude by November 2026.
• The New Zealand Commerce Commission approved caps on cross-border interchange for most card transaction types, effective May 2026.

Governance. Class A (voting) and Class B (non-voting) stock, with a charter provision barring any person from beneficially owning more than 15% of a class or of total voting power. The Mastercard Foundation holds Class A stock representing more than 5% of general voting power and, since March 2024, has been selling under an orderly seven-year diversification plan while committing to remain a long-term holder.

Risk factors

From the FY2025 10-K, accession 0001141391-26-000013. Condensed to the substantive items.

Regulation of payments and interchange. Central banks and regulators continue to expand authority over payment systems, including product restrictions, geographic restrictions and structural requirements. Several jurisdictions are showing increased interest in the network fees Mastercard charges its customers, its actual revenue line, sometimes as part of broader retail-payments reviews; regulation of network fee levels "could also materially and adversely impact our results of operations." Interchange rate pressure is a second-order but material risk: if rates are too high merchants route away or stop accepting; if too low, issuers stop promoting the products or seek fee relief from Mastercard. Limits on no-surcharge rules (now permitting U.S. and Canadian merchants to surcharge credit, subject to conditions) could reduce volumes if surcharging becomes widespread.

Preferential and protective government action. Mandated domestic switching, data localization and transfer bans, foreign-ownership restrictions and government-created national networks can displace Mastercard from geographies outright. Regional groupings may restrict switching of regional transactions.

Privacy, data, AI and information security regulation. Fragmented and sometimes conflicting privacy, data-governance, AI and cyber-notification regimes (including the EU AI Act) raise compliance cost and constrain data-driven products. The Recorded Future acquisition adds exposure to global cybercrime laws, and a listing of Recorded Future as an "undesirable" or "unreliable" entity by certain jurisdictions is flagged as a risk.

Tax. OECD-driven changes (Pillar 2) and audit activity across jurisdictions have raised and may continue to raise the effective tax rate.

Litigation. Mastercard is a defendant in numerous antitrust, competition and IP proceedings; treble damages and joint-and-several liability make adverse outcomes potentially severe. Past settlements have already imposed business-practice limitations (no-surcharge rule changes in the U.S. and Canada), and pending settlements such as the Rules Relief Class settlement could impose more.

Competition and disintermediation. Three-party systems face less regulatory scrutiny than a four-party system. Merchants and processors may switch directly with issuers; participants may build competing capabilities or withhold data; fintechs and technology companies may build disintermediating platforms; regulation (e.g. payment-initiation access) may route transactions away.

Pricing pressure. To win and keep volume Mastercard must offer incentives, pricing discounts and rebates that may need to rise faster than the volume they buy, compounded by pricing pressure from real-time account-based schemes offering subsidized person-to-merchant pricing and by global initiatives to lower cross-border payment costs.

Technology and operations. Rapid technological change (digital assets, blockchain, AI) could render current technology obsolete; on-soil hosting mandates raise cost. A prolonged outage on Vocalink could trigger Bank of England intervention and material reputational damage. Information security incidents, account data compromise events at merchants and processors, and increasingly AI-enhanced fraud are ongoing threats; the filing states that to date no cyber-attack or information security breach has had a material impact.

Stakeholder relationships. Customer relationships are generally non-exclusive; loss of a large customer or portfolio would be material given the 21% top-five concentration. Consolidation among customers could move a large Mastercard portfolio to a competitor-aligned institution and increase customer bargaining power. Large merchants negotiate incentives and drive the litigation and regulatory challenges to acceptance costs. Work with governments adds anti-corruption, procurement, audit and reputational exposure.

Macro, cross-border and currency. Cross-border volume, a high-yield revenue driver, is sensitive to travel, geopolitical conflict, pandemics, weather and trade policy including tariffs. With approximately 71% of revenue generated outside the U.S., a stronger dollar translates revenue down. The suspension of Russian operations continues to carry risk of fines, nationalization of the subsidiary and litigation.

Brand, talent, acquisitions, settlement. Brand invisibility as more layers enter the ecosystem; competing stakeholder expectations on environmental, social and governance matters; competition for specialized technical talent; acquisition integration and rising antitrust/national-security scrutiny of deals; and guarantor risk, settlement failure by one or more large customers could exceed available resources, with Brazil's new regulation widening the guaranteed set.

MD&A, full year 2025

From the FY2025 10-K, accession 0001141391-26-000013.

Adjusted (excluding equity-investment gains/losses and Special Items): adjusted operating expenses $13,389M (+14%), adjusted operating margin 59.2% vs 58.4%, adjusted net income $15,415M, adjusted diluted EPS $17.01 (+17%, +15% currency-neutral).

Key drivers, 2025 vs 2024:

Revenue drivers. Net revenue rose 16% (15% currency-neutral), of which 1 percentage point came from acquisitions completed in 2024. Payment network revenue rose 12% on both bases, on domestic and cross-border volume plus switched transactions, with the $20,522M rebate-and-incentive load growing 16%, i.e. incentives grew faster than the gross network take. Value-added services and solutions rose 23% (21% currency-neutral), of which 3 percentage points from acquisitions, driven by key-driver growth, security and digital/authentication solutions, consumer acquisition and engagement, pricing, and business and market insights.

Expense drivers. General and administrative +11% (4 ppt from acquisitions, 2 ppt reduction from Special Items, and a 2 ppt reduction from new multi-year government grants received in 2025 for investments in select jurisdictions), on higher personnel costs and services fulfillment costs. Advertising and marketing +14% (5 ppt from acquisitions). Depreciation and amortization +27% (13 ppt from acquisitions), on higher capitalized software amortization.

Special items. Litigation provisions of $504 million in 2025 (change in estimate on opt-out merchant claims from the U.S. merchant class litigation, a provision on the U.S. liability shift litigation, and a provision on the ATM non-discrimination rule surcharge complaints), versus $680M in 2024 and $539M in 2023. A $190 million restructuring charge was taken in 2024. Net pre-tax losses on equity investments were $88M in 2025.

Tax. The effective rate rose to 19.4% from 15.6%, chiefly from a change in the net tax effect of Singapore operations including the Pillar 2 15% global minimum tax effective in 2025, plus geographic mix, partly offset by discrete benefits. The July 2025 One Big Beautiful Bill Act is not expected to have a material impact.

Cash and capital. Operating cash flow $17.6 billion. Repurchased 21.1 million shares for $11.7 billion and paid $2.8 billion of dividends. February 2025 debt issuance of $300M floating-rate notes due March 2028, $450M 4.550% notes due March 2028 and $500M 4.950% notes due March 2032, net proceeds $1.242 billion; $750M of 2019 notes matured in March 2025. Total debt $19.0 billion at December 31, 2025, earliest maturity $750M in November 2026. An $8 billion commercial paper program is backed by an $8 billion revolver extended in 2025 to November 2030, with no borrowings outstanding at year end. In December 2025 the board authorized a $14.0 billion repurchase program, effective after completion of the $12.0 billion program authorized in December 2024. Other income benefited from approximately $135 million of government grants.

Acquisitions. No business acquisitions were completed in 2025. The December 2024 acquisition of Recorded Future (global threat intelligence) for $2.7 billion cash was the prior year's principal deal; 2024 acquisitions totaled $2.8 billion, with purchase accounting finalized in 2025 ($1,736M goodwill, $1,361M intangibles at a 12.4-year weighted-average life).

Current quarter, three months ended March 31, 2026

From the Q1 2026 10-Q, accession 0001141391-26-000031.

Adjusted: operating expenses $3,289M (+11%, +9% cc), adjusted operating margin 60.8% vs 59.3%, adjusted net income $4,103M, adjusted diluted EPS $4.60 (+23%, +18% currency-neutral). Adjusted effective tax rate 19.2% vs 19.1%.

Revenue by geography: Americas $3,564M (from $3,151M); Asia Pacific, Europe, Middle East and Africa $4,834M (from $4,099M).

Key drivers, Q1 2026 vs Q1 2025:

What changed this quarter. Reported growth was flattered by a weaker dollar: GDV grew 12% in U.S. dollars but 7% in local currency, against 9% local a year earlier, the first-order slowdown in the model is in the domestic volume driver, with U.S. GDV growth of just 4%. Cross-border volume (13% local) and switched transactions (9%) held up. Revenue quality was supported by value-added services, up 22%, now 41% of net revenue.

Rebates and incentives in payment network revenue were $5,639 million, up 23% (19% currency-neutral), again outpacing the 12% growth in payment network net revenue, on higher key drivers plus new and renewed deals. This is the metric to watch: the incentive load has been growing faster than gross network economics for several periods.

Restructuring. A $202 million restructuring charge ($158M after tax, $0.18 per diluted share) was recorded in G&A, intended to fund reinvestment in long-term growth. G&A also carried balance-sheet remeasurement losses from unfavorable foreign exchange activity. There were no litigation charges in the quarter (versus $151M in Q1 2025). Net losses on equity investments were $66 million.

Pending acquisition. In March 2026 Mastercard entered 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 on performance targets. The transaction is subject to regulatory approval and other customary closing conditions, and Mastercard anticipates completing it before the end of 2026. It is expected to expand capabilities supporting digital assets and value movement.

Balance sheet and capital returns. Cash and cash equivalents $7,906M (from $10,566M at year end); total assets $52,449M; goodwill $9,525M; total debt $19.0 billion ($1,748M short-term, $17,212M long-term), earliest maturity $750M in November 2026; accrued litigation $339M (from $800M); total equity $6,722M (from $7,746M), equity is thin by design, with $87,342M of Class A treasury stock against $88,146M of retained earnings. Operating cash flow $3.0 billion; 7.8 million shares repurchased for $4.0 billion; dividends $0.8 billion. The $14.0 billion repurchase program authorized in December 2025 became effective in March 2026. No commercial paper or revolver borrowings were outstanding at March 31, 2026. A hypothetical 10% adverse move in functional currencies would produce a fair-value loss of approximately $318 million on outstanding foreign exchange derivative contracts before offsetting hedged exposures.

No forward guidance is provided in the quarterly report.

Interchange and merchant litigation

From the Q1 2026 10-Q, accession 0001141391-26-000031, Note 14. This is a recurring material item for Mastercard and the fullest current picture.

The filing states plainly that, taken as a whole, decisions, regulations and legislation on interchange fees and acceptance practices "may have a material adverse effect on the Company's prospects for future growth and its overall results of operations and financial condition."

United States, MDL No. 1720. Merchant complaints dating from 2005 allege Sherman Act violations in the setting of interchange and point-of-sale acceptance rules. Under 2011 sharing agreements, Mastercard would pay 12% of the monetary portion of a global settlement involving Visa, the financial institutions and Mastercard, and 36% of a settlement involving only Mastercard and the financial institutions.

• Damages Class. The 2018 Damages Class Settlement Agreement became final in 2023; merchants representing slightly more than 25% of Damages Class interchange volume opted out. Settlements with the vast majority of opt-outs plus the class settlement now cover over 95% of Mastercard's U.S. interchange volume.
• Remaining opt-outs. Two groups continue to litigate: six merchants seeking aggregate single damages in excess of $0.5 billion, with trial scheduled to commence in September 2026; and Block and Intuit, seeking aggregate single damages in excess of $5 billion across their own merchant volume and the volume of smaller merchants for whom they acted as payment facilitators, expert reports and summary judgment briefing run through 2026.
• New class action. In April 2026 a putative class action was filed on behalf of U.S. merchants seeking damages on interchange for Mastercard and Visa credit card transactions since January 2019, together with a motion for summary judgment seeking a declaration that the Damages Class Settlement release, which by its terms prospectively releases the damages claims of non-opting-out U.S. merchants through August 2028, does not bar the new claims. Briefing has not been scheduled.
• Rules Relief Class. The 2024 settlement was denied by the court; a revised settlement was reached in 2025, preliminary-approval briefing is complete and the court heard oral argument in April 2026.
• Accrual. Mastercard accrued $177 million at March 31, 2026 for the U.S. MDL cases, down from $637 million at December 31, 2025 on payments made in the first quarter. The accrual is a best estimate of probable liabilities, not an estimate of loss if litigated to final outcome.

Europe. U.K. and Pan-European merchant claims on cross-border and domestic interchange continue, with further claims filed in April 2026; over £0.3 billion (approximately $0.4 billion) of unresolved damages claims remain after settlements. In 2025 the U.K. trial court decided against Mastercard on certain liability issues; in March 2026 Mastercard was granted permission to appeal on all grounds (hearing not yet scheduled). In February 2026 the court decided certain damages issues, some favorably; Mastercard is seeking permission to appeal the adverse ones. Further liability and damages issues are scheduled for trial in October 2027. Separately, a U.K. collective action on commercial card transactions claims damages in excess of £1 billion (approximately $1.3 billion); in February 2026 the trial court excluded over 100 merchants from the class on procedural grounds. A Portuguese consumer collective action claims approximately €0.4 billion (approximately $0.5 billion); a 2025 Dutch merchant collective action on interregional interchange from 1992 onward seeks declaratory relief and damages in excess of €0.3 billion.

Australia. The ACCC's 2022 complaint over Mastercard's debit-program agreements with merchants alleges conduct substantially lessening competition in debit acceptance; a liability hearing commenced in April 2026, with declaratory relief, fines and costs sought.

ATM non-discrimination surcharge complaints. The Bank ATM Consumer Class settlement was approved in 2025; a Non-bank ATM Consumer Class settlement carries a $79 million accrual (subject to court approval). The ATM Operators Class Complaint remains in litigation, with plaintiffs alleging over $1 billion in single damages against all defendants.

U.S. liability shift (EMV). Plaintiffs' experts alleged aggregate single damages in excess of $1 billion against the four network defendants. Mastercard settled in 2025 with an $80 million accrual, and the district court granted final approval in April 2026.

Other. A Florida TCPA class action over approximately 381,000 unsolicited faxes advertising a co-brand card (uncapped statutory damages of $500 per fax) awaits a ruling on class-definition motions. In 2024 the European Commission issued a formal request for information in an investigation into alleged anti-competitive behavior in card scheme services in the EU/EEA, focused on Mastercard's network fees charged to acquirers; Mastercard is cooperating.

Subsequent events

The quarterly report for the period ended March 31, 2026 contains no separate subsequent-events note. Material post-period developments disclosed within that report and in subsequent current reports are:

Disclosed in the Q1 2026 10-Q (accession 0001141391-26-000031):

• Commercial paper. Mastercard issued commercial paper during April 2026; as of April 27, 2026 it had $2.5 billion of commercial paper outstanding at a weighted-average interest rate of 3.82%, for general corporate purposes, supported by the $8 billion credit facility. There had been no such borrowings at March 31, 2026.
• April 2026 litigation developments (detailed above): final approval of the U.S. liability shift settlement; the new putative U.S. merchant class action covering interchange since January 2019 and the related motion on the scope of the Damages Class release; oral argument on preliminary approval of the Rules Relief Class settlement; additional Pan-European merchant claims filed; commencement of the ACCC liability hearing in Australia.

Disclosed in current reports filed after the quarterly report:

• May 7, 2026 (accession 0001141391-26-000034). Sandra Arkell, Corporate Controller and principal accounting officer, will become Chief Audit Executive effective August 3, 2026, stepping down from her current role; Chris Mullett, currently Chief Financial Officer, Europe, will succeed her as Corporate Controller and principal accounting officer on the same date.
• June 2, 2026 (accession 0001141391-26-000037), senior leadership reshuffle, all effective August 3, 2026. Ling Hai, President of Asia Pacific, Europe, Middle East and Africa, becomes Chief Financial Officer (base salary $850,000, annual incentive target 150% of salary, $1.5 million long-term incentive award in restricted stock units), succeeding Sachin Mehra, who moves to a newly created Chief Business Officer role covering global country operations, sales enablement, global partnerships and digital commercialization under a single go-to-market structure. Linda Kirkpatrick, President of the Americas, becomes Chief Services Officer, succeeding Craig Vosburg, who transitions to Vice Chair. Dimi Dosis becomes Chief Commercial Payments Officer, succeeding Raj Seshadri. Timothy Murphy, Vice Chair, will retire in October 2026. A change of CFO plus the creation of a Chief Business Officer role is the most consequential organizational change in this period.
• June 8, 2026 (accession 0001193125-26-261669), $5.0 billion notes offering completed. Mastercard issued $500 million floating rate notes due 2028; $1,250 million 4.325% notes due 2028; $1,150 million 4.425% notes due 2029; $1,350 million 4.600% notes due 2031; and $750 million 5.000% notes due 2036, off its shelf registration (File No. 333-277032), under the March 2014 indenture with Deutsche Bank Trust Company Americas as trustee. Underwriting representatives included J.P. Morgan Securities, Barclays Capital, Credit Agricole Securities (USA), Goldman Sachs, NatWest Markets Securities, Santander US Capital Markets, U.S. Bancorp Investments and Wells Fargo Securities. Against $19.0 billion of debt at March 31, 2026, this is a material step-up in leverage, relevant alongside the pending $1.5 billion BVNK purchase and a $14.0 billion repurchase authorization.
• June 16, 2026 (accession 0001141391-26-000041), annual meeting. All eleven director nominees were elected (Merit E. Janow, Candido Bracher, Richard K. Davis, Julius Genachowski, Choon Phong Goh, Oki Matsumoto, Michael Miebach, Youngme Moon, Gabrielle Sulzberger, Harit Talwar, Lance Uggla); executive compensation was approved on an advisory basis; PricewaterhouseCoopers LLP was ratified as independent registered public accounting firm for 2026; and two stockholder proposals, a shareholder right to act by written consent, and cumulative voting for director elections, were not approved.

The BVNK acquisition described above remains pending as of the most recent filings; no completion has been reported.

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.

About this file

MA annual income statement, balance sheet and cash flow

Taken from the SEC filings and normalized to actual dollars.

• Source form, FY2025. 10-K filed 2026-02-11
• Source form, FY2024, FY2023. 10-K filed 2026-02-11 (comparative prior-year columns)
• Income statement: rebates and incentives source, FY2025. disclosed in the filing
• Income statement: rebates and incentives source, FY2024, FY2023. derived: gross payment network assessments less payment network net revenue
• Balance sheet note, FY2023. The FY2025 10-K presents balance sheets for December 31, 2025 and 2024 only, so no December 31, 2023 balance sheet is available from this filing.

MA quarterly income statement, balance sheet and cash flow

Taken from the SEC filings and normalized to actual dollars.

• Source form, 2026-03-31. 10-Q filed 2026-04-30
• Source form, 2025-03-31. 10-Q filed 2026-04-30 (comparative prior-year columns)
• Income statement: rebates and incentives source, 2026-03-31. disclosed in the filing
• Income statement: rebates and incentives source, 2025-03-31. derived: gross payment network assessments less payment network net revenue
• Balance sheet note, 2025-03-31. The Q1 2026 10-Q presents balance sheets as of March 31, 2026 and December 31, 2025 only, so no March 31, 2025 balance sheet is available from this filing.

MA trailing twelve month income statement and cash flow

Derived by AI from the figures the filings report. No filing prints these, so none of them is linked.

Adjustments

Definitions

MA operating metrics

Share count reference

MA dividends and share buybacks

Notes

• Mastercard's income statement has a single top line, Net Revenue, which is already net of rebates and incentives paid to customers. There is no gross revenue line on the face of the statements, so this file adds the gross payment network assessments Mastercard discloses in management's discussion (domestic, cross-border, transaction processing and other network assessments) to make the scale of customer incentives visible. The company explicitly cautions that assessments represent agreed-upon standard pricing and do not represent net revenue.
• Rebates and incentives netted against payment network revenue were disclosed directly for FY2025 ($20,522 million, per the FY2025 10-K, accession 0001141391-26-000013) and for the three months ended March 31, 2026 ($5,639 million, per the Q1 2026 10-Q, accession 0001141391-26-000031). For FY2024, FY2023 and the three months ended March 31, 2025 the figure is not stated, so it was derived as gross payment network assessments less payment network net revenue. That derivation reproduces both disclosed figures exactly (FY2025: $39,998 million of assessments less $19,476 million of net payment network revenue equals $20,522 million; Q1 2026: $10,587 million less $4,948 million equals $5,639 million), and the derived FY2024 and Q1 2025 values reproduce the growth rates the filings state (16% and 23% respectively). The derived figures are labelled as derived in each period.
• Rebates and incentives are attributed by the company to the revenue category they pertain to, so value-added services and solutions revenue is also reported net of some incentives. Only the payment network portion is quantified in the filings, so no gross figure is presented for value-added services and solutions.
• Capital expenditure is defined here as purchases of property and equipment plus capitalized software, both taken from the investing section of the cash flow statement. Capitalized software is the larger of the two in every period shown, which matters for a business whose principal asset is a processing network rather than physical plant.
• Total equity is reported both including and excluding non-controlling interests. Mastercard's book equity is very small relative to its earnings power ($7.7 billion at December 31, 2025 against $15.0 billion of net income) because cumulative treasury stock stands at $83.2 billion; conventional return-on-equity measures are therefore not meaningful for this company.
• Total debt is taken from the debt note, which reconciles the face amount of senior notes to the balance sheet: $19,000 million outstanding at December 31, 2025 and $18,960 million at March 31, 2026. Short-term debt rose from $749 million to $1,748 million between those dates because the 2020 USD Notes due March 2027 joined the 2016 USD Notes due November 2026 in the current-maturity classification; this is a reclassification, not new borrowing, and no debt was issued or repaid in the quarter.
• The FY2025 10-K reports no balance sheet as of December 31, 2023, and the Q1 2026 10-Q reports no balance sheet as of March 31, 2025. Those two balance sheets are recorded as unavailable rather than estimated.
• Dividends are reported on two bases because they differ: cash dividends paid per share (from the cash flow discussion) and dividends declared per share (from the stockholders' equity note). For FY2025 these were $3.04 and $3.15 respectively, the gap reflecting the December 2025 declaration paid in February 2026.
• The provision for litigation was $504 million in FY2025, $680 million in FY2024 and $539 million in FY2023; it was $nil in the three months ended March 31, 2026 versus $151 million in the comparable 2025 quarter. Mastercard treats this line as a special item in its own non-GAAP presentation, so a reader comparing operating margins across periods should be aware it is lumpy.
• The SEC's structured XBRL company facts were checked against the filings for net revenue, operating income, net income, diluted earnings per share, diluted weighted-average shares, total assets, stockholders' equity, cash and cash equivalents, long-term debt, operating cash flow and purchases of property and equipment across all periods reported here. They agreed with the filings in every case, so no override was required. One presentational difference is worth flagging for readers: the structured data's stockholders' equity concept carries the amount attributable to Mastercard Incorporated ($7,737 million at December 31, 2025) rather than total equity including non-controlling interests ($7,746 million); both are reported separately in this file.
• Capitalized software is not carried under the common structured-data concept for software development payments, so the capital expenditure figures here were read directly from the cash flow statements in both filings.
• The most recent event filing on record is dated 2026-06-17 and contains no financial results, and no earnings release for a quarter after March 31, 2026 has been filed. The Q1 2026 10-Q is therefore the latest financial reporting available, and every quarterly figure here comes from that 10-Q rather than from a press release.
• The trailing-twelve-month block is a calculation, not a reported figure. It is arithmetic on the reported fiscal-year and quarterly periods and is labelled as such; the trailing diluted earnings per share is the sum of the reported periods' per-share amounts rather than a recomputed figure, so it may differ slightly from net income divided by a trailing share count.
• Multi-year trend the filings show: net revenue grew from $25,098 million in 2023 to $28,167 million in 2024 to $32,791 million in 2025, with value-added services and solutions growing faster (23% in 2025) than the payment network (12%) and rising from 37% to 41% of net revenue over the three years. Operating margin moved from 55.8% to 55.3% to 57.6%. Net income grew from $11,195 million to $12,874 million to $14,968 million, and diluted earnings per share grew faster still, from $11.83 to $13.89 to $16.52, because diluted shares fell from 946 million to 906 million. Operating cash flow grew from $11,980 million to $17,648 million while capital expenditure stayed near $1.1-1.2 billion, so free cash flow rose from $10,892 million to $16,433 million. Essentially all of it was returned: $11,727 million of buybacks and $2,756 million of dividends in 2025 alone. The first quarter of 2026 continued the pattern with net revenue up 16% and net income up 18% year over year.

Uncertainties

• Rebates and incentives for FY2024, FY2023 and the three months ended March 31, 2025 are derived, not disclosed. The derivation method reproduces both disclosed figures exactly and matches the growth rates stated in the filings, but these three values are arithmetic inferences from the assessments tables rather than figures printed in a filing.
• The rebates figure applies only to the payment network category. Value-added services and solutions revenue is also stated net of incentives attributed to it, and that amount is nowhere quantified, so the total company-wide rebates and incentives burden is larger than the payment network figures shown here by an undisclosed amount.
• Gross payment network assessments are the sum of four separately disclosed assessment metrics. Mastercard presents them as key metrics and states they do not represent net revenue; while the four sum exactly to net payment network revenue plus disclosed rebates in both periods where rebates are disclosed, the company does not itself present the sum as a gross revenue line, and it should not be read as a GAAP revenue figure.
• FY2023 has no balance sheet in the latest 10-K, so no December 31, 2023 balance sheet data, total debt or period-end share count is reported. The same applies to March 31, 2025 in the 10-Q. No older filings were used to fill these in.
• Operating metrics (gross dollar volume, cross-border volume and switched transactions) are disclosed only as growth percentages, not as absolute dollar or transaction counts, so no level figures are available for those drivers.
• The FY2025 10-K states total debt outstanding at December 31, 2025 was '$19.0 billion' in management's discussion and $19,000 million in the debt note; these agree, but the balance-sheet components (short-term debt $749 million plus long-term debt $18,251 million) sum to exactly $19,000 million only because the note nets unamortized discount, issuance costs and hedge accounting adjustments against a $19,149 million face amount. The face amount of the notes, not reported as a separate line here, is therefore higher than the carrying value shown.
• As of April 27, 2026 Mastercard had $2.5 billion of commercial paper outstanding, issued during April 2026. That is after the March 31, 2026 balance sheet date and is not reflected in any debt figure in this file.
• The three-month 2026 income tax expense reflects a 19.3% effective rate versus 18.6% a year earlier and 19.4% for full-year 2025; quarterly effective rates at Mastercard move with discrete items and should not be annualised.

Company details

Fiscal period