Published
# Mastercard Incorporated (MA) — Narrative, FY26Q2
Sources: the FY2025 Annual Report on Form 10-K (accession 0001141391-26-000013, filed February 11, 2026) and the Form 10-Q for the quarter ended June 30, 2026 (accession 0001141391-26-000083, filed July 30, 2026), with supporting detail from current reports on Form 8-K where noted.
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## Business
*From the FY2025 10-K, accession 0001141391-26-000013.*
Mastercard operates a global payments network and sells services built around it. It switches — authorizes, clears and settles — card and account-based payment transactions for financial institutions in more than 220 countries and territories and in more than 150 currencies, and it charges those customers fees based on the dollar volume and the number of transactions that run across the network. Alongside the network it sells security, fraud and cyber-intelligence solutions, consumer acquisition and engagement services, business and market insights and advisory work, digital enablement and authentication, and issuer processing and payment gateway services. Net revenue in 2025 was $32,791 million, of which $19,476 million came from the payment network and $13,315 million from value-added services and solutions; $14,044 million was earned in the Americas and $18,747 million across Asia Pacific, Europe, the Middle East and Africa. Approximately 71% of 2025 revenue was generated from activities outside the United States. The company reports a single operating segment, "Payment Solutions."
Mastercard is not a lender and not a financial institution. It does not issue cards, does not extend credit, does not set or receive the interest rates or fees issuers charge account holders, and does not set the merchant discount rate acquirers charge merchants. Account holder relationships belong to its customers. That distinction defines the economics: the company earns assessment and processing fees, and it sets "default interchange fees" that flow from acquirers to issuers without touching Mastercard's own revenue.
**The four-party model.** A transaction involves the account holder, the issuer (the account holder's bank), the merchant and the acquirer (the merchant's bank). The issuer pays the acquirer the transaction value less the interchange fee and other applicable fees; the acquirer pays the merchant the purchase amount less the merchant discount rate. Mastercard administers the collection and remittance of interchange through settlement and guarantees the settlement of many transactions between customers — the amount of that guarantee is its settlement exposure. It switches more than 70% of all transactions on Mastercard- and Maestro-branded cards, including nearly all cross-border transactions. The network runs on a largely distributed, peer-to-peer architecture that applies services such as fraud scoring and tokenization to transactions in real time.
**Revenue drivers.** The company discloses four payment-network assessment metrics — domestic assessments (driven by domestic dollar volume or cards issued), cross-border assessments (driven by cross-border dollar volume), transaction processing assessments (driven by the number of switched transactions, plus connectivity and network access) and other network assessments (licensing, implementation and franchise fees). Mastercard cautions that assessments represent agreed-upon standard pricing and do not represent net revenue: net revenue is stated after rebates and incentives paid to customers, which are large and are the primary competitive lever in winning and renewing issuer and merchant deals.
**Strategic priorities.** Three, described as interdependent: consumer payments (displacing cash, extending into under-penetrated verticals such as bill pay, driving brand preference through digital functionality and tokenization); commercial and new payment flows (commercial point-of-sale, invoiced B2B payments, and disbursements and remittances through Mastercard Move, which has a payout reach of more than 17 billion endpoints across more than 60 originating and 155 receiving countries); and services and other solutions. Supporting these are six stated enablers — people, brand, data and AI, technology, franchise, and impact.
**Products and platforms.** Consumer credit, debit and prepaid; consumer bill payments; commercial travel and entertainment, procurement and fleet cards with the Mastercard Smart Data platform; Virtual Card Numbers and Mastercard In Control for buyer-supplier payments; Mastercard Digital First and Click to Pay for digital checkout; Mastercard Payment Passkey Service for biometric authentication; ACH batch and real-time account-based payments infrastructure, including Vocalink in the U.K.; and an open finance platform for permissioned consumer and small-business data access.
**2025 product developments named in the filing.** Mastercard Agent Pay, a framework for payments in agentic commerce built on the company's tokenization and dispute-management capabilities, enabled for all U.S. cardholders in 2025 with a global launch scheduled for early 2026; Mastercard Threat Intelligence, combining network visibility with Recorded Future's cyber threat intelligence; Mastercard Commerce Media, a digital media network using proprietary spend insights; Mastercard Account-to-Account Protect; and Merchant Cloud. On digital assets, the company enabled crypto and stablecoin spending across its acceptance network through approximately 130 crypto co-brand card programs, embedded stablecoins into Mastercard Move, and supports stablecoin settlement over the network. Approximately 40% of all Mastercard transactions were tokenized in 2025.
**Competition.** General purpose networks (Visa, American Express, JCB, China UnionPay, Discover); ATM and point-of-sale debit and local networks, some of them government-promoted for domestic switching; ACH and real-time account-based payment systems, which threaten domestic and eventually cross-border person-to-merchant and person-to-person share; digital wallets, buy-now-pay-later providers, device manufacturers and other fintechs; digital public infrastructure and government-backed schemes such as Brazil's PIX, FedNow in the U.S. and UPI in India, plus central bank digital currency work; stablecoins and cryptocurrencies, which the filing frames as both an opportunity and a competitive threat following the 2025 GENIUS Act in the U.S.; and specialist providers competing with the services business. Mastercard names its advantages as the reach of the network, the franchise model and settlement guarantee, multi-rail capability, brand, data and AI assets, talent, technology and local market presence.
**People.** Approximately 39,800 employees at December 31, 2025, roughly 70% outside the U.S. across more than 90 countries, plus approximately 6,000 contingent workers. Rolling twelve-month voluntary attrition was approximately 6%. Total workforce cost for 2025 was $7.3 billion.
**Customer concentration.** No country other than the United States generated more than 10% of net revenue in any period presented. The five largest customers accounted for approximately $6.9 billion, or 21%, of 2025 net revenue.
**Acquisitions.** No business acquisitions were completed in 2025. In 2024 Mastercard acquired businesses for total cash consideration of $2.8 billion, of which $2.7 billion was the December 2024 purchase of a 100% equity interest in RF Ultimate Parent, Inc. ("Recorded Future"), a global threat intelligence company; goodwill of $1.7 billion was recorded and none is expected to be deductible for local tax purposes. No material acquisitions were completed in 2023.
**Structure and ownership.** Mastercard Incorporated was incorporated in Delaware in May 2001 and conducts business principally through Mastercard International Incorporated, a Delaware non-stock membership corporation formed in November 1966. Class A common stock carries the voting power; Class B common stock, held generally by principal or affiliate customers, is non-voting and convertible one-for-one into Class A. The certificate of incorporation prohibits any person from beneficially owning more than 15% of any class with general voting power or more than 15% of total voting power. Mastercard Foundation holds more than 5% of general voting power and has been selling under a seven-year diversification plan begun in March 2024.
**Regulation the filing describes as structural.** Mastercard is designated a systemically important payment system in the EU; the Bank of England designates Vocalink a "specified service provider" and Mastercard a "recognized payment system"; certain jurisdictions designate the company critical infrastructure; EU legislation requires separation of scheme activities from switching and processing. It is also formally overseen in Australia, Brazil, India, Mexico, South Africa and Canada, and certain subsidiaries hold money transmitter and payment institution licences. Named 2025 developments: the EU's revised systemic importance regulation (July 2025), the Central Bank of Brazil's November 2025 regulation extending payment scheme operators' settlement guarantees to previously non-guaranteed transactions such as merchant installment transactions (full implementation expected by November 2026), two conflicting U.S. federal district court decisions in August and September 2025 on the validity of the Federal Reserve's Regulation II debit interchange cap (the cap remains in effect pending litigation), and New Zealand's approved caps on cross-border interchange effective May 2026.
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## Risk factors
*Condensed from Item 1A of the FY2025 10-K, accession 0001141391-26-000013.*
**Payments industry regulation.** Central banks and regulators have expanded authority over payments systems, including over the products Mastercard may offer, the countries in which they may be used and how the business is structured. Several jurisdictions are showing increased interest in the network fees Mastercard charges its customers — not just interchange — which could lead to direct regulation of the company's own pricing and would directly hit results. Strategic expansion into new services requires new categories of licences, each with its own supervisory and capital obligations. The company flags that any single new rule can be replicated across jurisdictions or conflict with rules elsewhere.
**Interchange.** Mastercard earns no revenue from interchange, but interchange levels determine whether merchants accept and route to its products and whether issuers promote them. Governments and merchant groups in many countries are pursuing reductions through legislation, regulation and litigation. If interchange is cut, issuers may reduce cardholder benefits, charge consumers more, or demand fee reductions from Mastercard itself — and regulation that hits Mastercard disproportionately relative to three-party competitors is a named risk. Substantial resources are being spent defending the right to set interchange rates.
**Surcharging.** No-surcharge rules have been curtailed in several jurisdictions, and Mastercard's rules now permit U.S. and Canadian merchants to surcharge credit cards subject to limits. Wider adoption of surcharging could push consumers toward other payment methods and reduce transaction volumes.
**Preferential and protective government action.** Mandates to switch domestic payments in-country or only through domestic companies, data localization requirements and transfer prohibitions, national and regional payment platforms, foreign ownership restrictions that could force technology transfer, and geopolitical actions and sanctions can all displace Mastercard from markets or prevent it competing effectively.
**Privacy, data, AI and information security regulation.** Fragmented and sometimes conflicting regimes across jurisdictions — data localization, sector-specific payments rules, forced data sharing, parallel breach notification regimes with differing thresholds and deadlines, and the EU AI Act among emerging AI laws. The company notes that AI can generate inaccurate, unfair or biased outcomes that may not be detectable or explainable, and that the Recorded Future acquisition increases exposure to cybercrime and related laws, including the risk that Recorded Future is listed as an "undesirable" or "unreliable" entity in certain jurisdictions.
**Other regulation and tax.** AML, counter-terrorist-financing, OFAC sanctions and anti-corruption regimes; the U.K. payment system oversight regime over Vocalink; issuer and acquirer regulation that reaches Mastercard indirectly, including strong customer authentication requirements under the EU Payment Services Directive that may increase transaction abandonment. On tax, OECD-driven changes including the Pillar 2 global minimum tax, increased tax audits worldwide, and the risk of adverse outcomes on existing positions.
**Litigation.** Mastercard is a defendant in numerous competition and antitrust proceedings, some carrying treble damages and joint and several liability. Beyond money, litigation and settlements have already imposed business limitations — the changes to U.S. and Canadian no-surcharge rules, and prospectively the Rules Relief Class settlement — which can alter customer relationships and volumes.
**Competition and disintermediation.** Intense competition across every payment category, including from three-party systems with direct merchant and consumer connections that attract less regulatory scrutiny, from technology-led competitors with lower cost bases, and from government-backed infrastructure. Separately, the company describes disintermediation risk: processors and merchants switching directly with issuers, participants building their own competing capabilities or withholding the data Mastercard's solutions depend on, account-based payment alternatives for person-to-merchant transactions, fintechs building networks that bypass it, consolidation among participants, and regulation that lets third-party providers route transactions away.
**Pricing pressure.** To win volume and enter markets Mastercard offers incentives, pricing discounts and other support, and it may have to increase them to stay competitive — without necessarily growing volume or services enough to offset the cost. Pressure also comes from real-time account-based schemes offering low or subsidised person-to-merchant pricing domestically, and from global initiatives to lower cross-border payment costs.
**Technology change.** New technologies — digital assets and blockchain, AI, machine learning, privacy enhancement, cybersecurity — could render current technology obsolete or enable new payment methods. Risks include dependence on third parties for new technology, patent assertion, resistance to industry-wide standards, difficulty attracting technology talent, and on-soil hosting requirements that force changes to the technology and delivery model.
**Information security and resilience.** The company states it is likely to remain a target given its position in the payments value chain, and that AI is increasing both the frequency and effectiveness of threat actors. To date it has not experienced any material impact from cyber-attacks or information security breaches. It also routinely encounters account data compromise events at merchants and third-party processors. Insurance may be inadequate or unavailable. Separately, switching systems may be interrupted by technology malfunction, migrations, supply-chain attacks, natural events or third-party service provider failure — interruptions it says it has experienced in limited instances.
**Stakeholder relationships.** Customer relationships are generally non-exclusive and can be reassessed; some large customers have near-exclusive relationships with competitors while still generating substantial revenue for Mastercard. Customer consolidation could remove portfolios outright and increase the bargaining power of those that remain. The business depends on issuers' and acquirers' own success, and in countries where Mastercard does not switch domestic transactions it depends on customers to manage its brand. Large merchants negotiate incentives and increasingly ask regulators to review network fees as well as interchange.
**Government customers.** Appropriation-driven funding, heavy regulation and anti-corruption exposure, audit and debarment risk, and reputational association — including how threat intelligence services sold to governments through Recorded Future are viewed by other jurisdictions.
**Macroeconomic and geopolitical.** Adverse economic trends can cause customers to limit new issuance and demand greater incentives, and consumers and businesses to cut spending. The filing names uncertain global trade policies and tariffs, U.S. debt limit and budget effects on consumer confidence, and credit tightening. Cross-border revenue fluctuates with travel and geopolitical, health and weather conditions, and could be affected by regulation of interregional interchange or the G20 Financial Stability Board's cross-border payment targets. Compliance with sanctions and the suspension of operations in Russia could bring further legal ramifications, including nationalization of the Russian subsidiary. With roughly 71% of 2025 revenue generated outside the U.S., translation and transaction currency movements flow through net income and hedging covers only a limited number of currencies.
**Brand and reputation.** Customer or merchant conduct, association with high-risk but legally permissible merchant categories, and criticism from both sides of the environmental, social and governance debate. The company also flags brand invisibility: as more layers sit between it and consumers, and as partners build their own acceptance brands, its brand may be secondary or absent from the payment experience.
**Talent.** Competition for specialized skills, particularly in emerging technologies, and the need to maintain culture and succession pipelines.
**Acquisitions.** Rising regulatory scrutiny on antitrust and national security grounds could prevent deals; integration may fail, divert management or require later divestiture; cash purchases reduce reserves and stock purchases dilute; and acquisitions bring inherited litigation and information security vulnerabilities.
**Settlement and third-party obligations.** As guarantor of certain customer and service provider obligations, Mastercard bears credit and liquidity risk. Concurrent settlement failures by one or more large customers, or several smaller ones in a condensed period, could exceed available resources. Brazil's new regulation extending responsibility for settlement integrity to merchants increases complexity and may affect cost of operations, and other jurisdictions may follow.
**Governance.** Anti-takeover features include the 15% ownership cap, no cumulative voting, no action by written consent, and disqualification of competitor representatives from the board. Mastercard Foundation's holding and its seven-year diversification plan could discourage acquisition proposals favoured by other holders.
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## Management's discussion and analysis — fiscal year 2025
*From the FY2025 10-K, accession 0001141391-26-000013.*
**Results.** Net revenue of $32,791 million, up 16% (15% currency-neutral), against $28,167 million in 2024 and $25,098 million in 2023. Operating expenses of $13,894 million, up 10%; operating income of $18,897 million, up 21%; operating margin of 57.6% versus 55.3% in 2024 and 55.8% in 2023. Income tax expense of $3,610 million at a 19.4% effective rate, against 15.6% in 2024. Net income of $14,968 million, up 16%, and diluted earnings per share of $16.52, up 19%, on diluted weighted-average shares of 906 million, down 2%. On the company's adjusted basis — excluding gains and losses on equity investments and special items — adjusted operating expenses were $13,389 million, adjusted operating margin 59.2%, adjusted net income $15,415 million and adjusted diluted EPS $17.01, up 17%.
**Revenue mix.** Payment network net revenue rose 12% on both an as-reported and currency-neutral basis, driven by domestic and cross-border dollar volume growth and more switched transactions. That figure is stated after $20,522 million of rebates and incentives provided to customers, which themselves rose 16% on both bases, driven by volume growth and new and renewed deals. Value-added services and solutions net revenue rose 23% (21% currency-neutral), including a 3 percentage point contribution from acquisitions completed in 2024, with the remainder from key-driver growth, security and digital and authentication solutions, consumer acquisition and engagement services, pricing, and business and market insights. Acquisitions added 1 percentage point to total net revenue growth.
**Drivers.** Mastercard-branded gross dollar volume grew 9% on both a U.S. dollar and local currency basis (6% in the United States, 10% worldwide less the United States). Cross-border volume grew 18% in U.S. dollars and 15% in local currency. Switched transactions grew 10%. The assessment metrics were: domestic $11,029 million (up 8%), cross-border $12,021 million (up 18%), transaction processing $15,930 million (up 17%) and other network $1,018 million (up 9%).
**Expenses.** General and administrative expenses rose 11% on both bases, including 4 points from acquisitions and a 2 point decrease from special items, with the remainder from higher personnel costs supporting strategic initiatives and fulfillment costs for marketing and consulting services, partly offset by 2 points from new multi-year government grants received in 2025 in select jurisdictions. Advertising and marketing rose 14% (12% currency-neutral), including 5 points from acquisitions, on sponsorships and marketing campaigns. Depreciation and amortization rose 27% (26% currency-neutral), including 13 points from acquisitions, mainly on higher capitalized software amortization. Provision for litigation was $504 million, primarily a change in estimate on merchants who opted out of the U.S. merchant class litigation, a provision for the U.S. liability shift litigation and one for the ATM non-discrimination rule surcharge complaints; the comparable charges were $680 million in 2024 and $539 million in 2023.
**Below the line.** Other income (expense), net improved primarily on approximately $135 million recognized from government grants. Net pre-tax losses on equity investments were $88 million in 2025, $29 million in 2024 and $61 million in 2023. The effective tax rate rose to 19.4% from 15.6% chiefly because of a change in the net tax effect of Singapore operations, including the Pillar 2 global minimum tax that took effect in 2025, plus geographic mix, partly offset by discrete benefits. Mastercard received a new Singapore tax incentive effective January 1, 2025 running through December 31, 2029, replacing the one that expired at the end of 2025; the Pillar 2 rules largely offset its benefit. The July 2025 One Big Beautiful Bill Act was not expected to have a material impact.
**Cash and capital.** Operating cash flow was $17.6 billion, up $2.9 billion, primarily on higher net income after non-cash items. Investing outflows fell $2.0 billion on less cash paid for acquisitions and lower purchases of investment securities. Financing outflows rose $3.3 billion on lower debt proceeds and higher buybacks and dividends. Mastercard repurchased 21.1 million shares for $11.7 billion and paid dividends of $2.8 billion. In February 2025 it issued $1.25 billion of notes (floating rate due March 2028, 4.550% due March 2028 and 4.950% due March 2032) for net proceeds of $1.242 billion, and in March 2025 repaid $750 million of maturing 2019 notes. Total debt outstanding at December 31, 2025 was $19.0 billion, with the earliest maturity of $750 million in November 2026. The $8 billion commercial paper program and the committed $8 billion revolving credit facility — amended and extended in 2025 to expire November 2030 — were both undrawn at year end. In December 2025 and December 2024 the board approved repurchase programs of $14.0 billion and $12.0 billion respectively, the 2025 program becoming effective after completion of the 2024 program.
**Critical accounting estimates.** Revenue recognition for rebates and incentives, which the auditor identified as a critical audit matter because variable rebates depend on management estimates of customer performance against volume thresholds; loss contingencies; income taxes; and business combinations.
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## Current quarter — three and six months ended June 30, 2026
*From the Form 10-Q for the quarter ended June 30, 2026, accession 0001141391-26-000083.*
**Second quarter results.** Net revenue of $9,277 million, up 14% (12% currency-neutral) from $8,133 million. Payment network revenue of $5,451 million, up 10% (8% currency-neutral); value-added services and solutions of $3,826 million, up 20% (18% currency-neutral). By region, Americas $3,999 million and Asia Pacific, Europe, Middle East and Africa $5,278 million. Net income of $4,388 million versus $3,701 million; diluted EPS of $4.97 versus $4.07 on 883 million diluted weighted-average shares, down from 909 million. Total operating expenses rose 10%; adjusted operating expenses rose 11% (10% currency-neutral). Operating income of $5,587 million was up 17%, and the operating margin was 60.2% against 58.7% a year earlier. The effective tax rate was 20.0% versus 20.8%.
**Six months.** Net revenue of $17,675 million, up 15% (12% currency-neutral), from $15,383 million: payment network $10,399 million (up 11%, 8% currency-neutral) and value-added services and solutions $7,276 million (up 21%, 18% currency-neutral). Net income of $8,270 million versus $6,981 million; diluted EPS of $9.32 versus $7.66. Operating expenses rose 11% as reported, driven by higher general and administrative costs including a first-quarter restructuring charge, partly offset by lower litigation provisions; adjusted operating expenses rose 11% (9% currency-neutral). The effective tax rate was 19.7% versus 19.8%.
**Incentives.** The quarter's payment network revenue is stated after $5,997 million of rebates and incentives, up 22% (20% currency-neutral); for the six months, $11,636 million, up 22% (19% currency-neutral). In both periods incentives grew faster than the payment network revenue they are netted against, which the company attributes to key-driver growth and new and renewed deals.
**Drivers.** Second-quarter Mastercard-branded gross dollar volume grew 9% in U.S. dollars and 8% in local currency (6% in the United States, 11%/9% worldwide less the United States), against 9%/9% a year earlier. Cross-border volume grew 14% in U.S. dollars and 12% in local currency, against 19%/15% a year earlier. Switched transactions grew 9%, against 10%. The filing notes that effective 2026 the key drivers include Venezuela cross-border activity. Second-quarter assessments were domestic $3,154 million (up 13%), cross-border $3,460 million (up 21%), transaction processing $4,508 million (up 14%) and other network $326 million (up 25%).
**Expenses in detail.** Second-quarter general and administrative expenses rose 11% on both bases on higher personnel and data processing costs and fulfillment costs for marketing services. For the six months they rose 16% (14% currency-neutral), of which 4 points was a $202 million restructuring charge taken in the first quarter, with the remainder from personnel and data processing costs, marketing fulfillment costs and balance sheet remeasurement losses from unfavourable foreign exchange activity. Advertising and marketing rose 2% in the quarter (1% currency-neutral) and 1% for the six months (down 1% currency-neutral). Depreciation and amortization rose 10% in the quarter and 9% for the six months, on higher capitalized software amortization. The provision for litigation was $82 million for both the three and six months, covering the ATM non-discrimination rule surcharge complaints, a change in estimate on U.S. merchant class opt-outs and various other matters, against $96 million and $247 million in the comparable 2025 periods. Other income (expense), net improved in both periods primarily on government grants.
**Special items.** Net losses on equity investments of $2 million in the quarter and $68 million for the six months, versus a $4 million gain and a $25 million loss a year earlier. The six-month restructuring charge was $202 million ($158 million after tax, $0.18 per diluted share), described as intended to fund reinvestment behind long-term growth opportunities.
**Cash and capital.** Operating cash flow for the six months was $6.8 billion, down $211 million year over year: higher net income after non-cash items was more than offset by higher customer incentive payments and cash paid for litigation settlements. Investing outflows rose $312 million on higher purchases of property and equipment. Financing outflows fell $953 million on higher debt proceeds and lower repayments, partly offset by higher buybacks and dividends. Mastercard repurchased 17.6 million shares for $8.9 billion and paid dividends of $1.5 billion in the six months; in the second quarter alone it bought 9,816,904 Class A shares at an average of $498.97, leaving $8,528,398,093 available under the repurchase programs at June 30, 2026. Dividends declared were $0.87 per share in the quarter ($1.74 for the six months), against $0.76 and $1.52 a year earlier.
**Debt.** In June 2026 Mastercard issued $5.000 billion of notes — $500 million floating rate due June 2028, $1.250 billion of 4.325% due June 2028, $1.150 billion of 4.425% due June 2029, $1.350 billion of 4.600% due June 2031 and $750 million of 5.000% due June 2036 — for net proceeds of $4.978 billion (the offering was completed June 8, 2026; see the current report on Form 8-K, accession 0001193125-26-261669). Total debt outstanding rose to $24.6 billion at June 30, 2026 from $19.0 billion at December 31, 2025, of which $2.5 billion is payable within twelve months. The company also began issuing commercial paper, with $710 million outstanding at June 30, 2026 at a weighted-average rate of 3.84%; the $8 billion credit facility was undrawn. Carrying value of debt was $24.6 billion against a fair value of $23.3 billion.
**Settlement exposure.** Gross settlement exposure was $93,402 million at June 30, 2026 against $89,599 million at December 31, 2025; after risk mitigation arrangements of $16,703 million, net settlement exposure was $76,699 million.
**Litigation developments during the period.** The accrued liability for the U.S. MDL interchange litigation fell to $149 million at June 30, 2026 from $637 million at December 31, 2025, the decrease reflecting payments made during 2026. The district court granted preliminary approval of the revised Rules Relief Class settlement in June 2026, with a final approval hearing scheduled for November 2026; under that agreement, filed as an exhibit to the current report on Form 8-K, accession 0001141391-25-000197, Mastercard would implement a system-wide volume-weighted average effective interchange rate on applicable domestic credit transactions at least ten basis points below the two networks' combined rate for the twelve months ended March 31, 2025, holding for five years; reduce and cap posted interchange on standard consumer credit cards at 125 basis points for eight years; and permit U.S. merchants to surcharge credit transactions at brand or product level up to the lesser of 3% or their cost of acceptance. In April 2026 a putative class action was filed on behalf of U.S. merchants seeking damages on Mastercard and Visa credit card interchange since January 2019, together with a motion for a declaration that the Damages Class Settlement Agreement release (which prospectively releases non-opt-out U.S. merchants' damages claims through August 2028) does not bar those claims; Mastercard and Visa opposed and moved to enjoin and dismiss. Among remaining opt-out merchants, two are seeking aggregate single damages in excess of $250 million with trial scheduled for September 2026, and Block and Intuit are seeking aggregate single damages in excess of $5 billion, with expert reports and summary judgment briefing running through 2026. In Europe, further merchant interchange claims were filed in the U.K. in the second quarter; over £0.5 billion (approximately $0.7 billion) of unresolved damages claims remain, Mastercard was granted permission in March 2026 to appeal the 2025 adverse U.K. liability ruling on all grounds with the hearing set for February 2027, and further liability and damages issues are scheduled for trial in October 2027. The U.K. commercial card collective action claims damages in excess of £1 billion (approximately $1.3 billion); in February 2026 the U.K. court excluded over 100 merchants from that class on procedural grounds. A Portuguese consumer collective action claiming approximately €0.4 billion (approximately $0.5 billion) has trial scheduled for October 2026, and a Dutch merchant collective action served in 2025 seeks damages estimated in excess of €0.3 billion. In Australia, a hearing on liability in the ACCC's debit program complaint concluded in June 2026. In June 2026 Mastercard reached an agreement in principle with the sole opt-out from the ATM Operators Class Complaint, where plaintiffs allege over $1 billion in single damages against all defendants; the district court granted final approval of the U.S. liability shift settlement in April 2026.
**Management commentary.** In the earnings release furnished with the current report on Form 8-K, accession 0001141391-26-000081, chief executive Michael Miebach said the company "delivered above expectations," citing net revenue growth of 14% (12% currency-neutral), and pointed to new partnerships in Mexico and the UAE and a market-first agentic payment capability. Mastercard does not publish numeric guidance in its periodic reports, and the 10-Q contains no forward revenue or earnings targets.
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## Subsequent events
*From the Form 10-Q for the quarter ended June 30, 2026, accession 0001141391-26-000083, and current reports on Form 8-K.*
The Form 10-Q for the quarter ended June 30, 2026 carries no separate subsequent-events note; its one post-period disclosure sits in Note 10, Stockholders' Equity, and is the first item below. The remaining matters are disclosed items whose resolution falls after the balance sheet date.
- **Share repurchases after the quarter end.** Through July 27, 2026 Mastercard repurchased $0.7 billion of Class A common stock, reducing the remaining authorization under the board-approved repurchase programs to $7.8 billion at July 27, 2026 from $8.5 billion at June 30, 2026.
- **Pending acquisition of BVNK.** In March 2026 Mastercard entered into a definitive agreement to acquire a 100% equity interest in BVNK Holdings Limited, a provider of stablecoin infrastructure, for **$1.5 billion**, excluding customary closing adjustments, with contingent consideration of **up to $300 million** payable to the sellers if certain performance targets are met. The transaction is subject to regulatory approval and other customary closing conditions, and the company anticipated completing it **before the end of the third quarter of 2026** — that is, after the period covered by this report. On completion it is expected to expand Mastercard's capabilities to support the digital assets ecosystem. This was the only acquisition or disposition agreement disclosed as outstanding at June 30, 2026.
- **Senior leadership transition effective August 3, 2026.** The chief financial officer, chief services officer and principal accounting officer roles all changed hands on that date, announced in current reports on Form 8-K, accessions 0001141391-26-000037 and 0001141391-26-000034.
- **Litigation matters scheduled after the period end.** A final approval hearing on the Rules Relief Class settlement in November 2026; trial in September 2026 involving two opt-out merchants seeking aggregate single damages in excess of $250 million; trial in the Portuguese consumer collective action in October 2026; the U.K. appeal hearing in February 2027 and further U.K. liability and damages issues scheduled for trial in October 2027.
- **Debt maturities after the period end.** $750 million of 2.950% senior notes mature in November 2026 and $1.0 billion of 3.300% senior notes in March 2027; together with commercial paper these comprise the $2.5 billion of debt classified as payable within twelve months at June 30, 2026.
Apart from the continued share repurchases above, the filing discloses no acquisition or divestiture completed, and no financing raised, between June 30, 2026 and the filing of the Form 10-Q on July 30, 2026.