Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________ FORM 8-K/A _______________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2024 _______________________________________ Mastercard Incorporated (Exact name of registrant as specified in its charter) _______________________________________ Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 2000 Purchase Street 10577 Purchase, NY (Address of principal executive offices) (Zip Code) (914) 249-2000 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange of which registered Class A Common Stock MA New York Stock Exchange 2.1% Notes due 2027 MA27 New York Stock Exchange 1.0% Notes due 2029 MA29A New York Stock Exchange 2.5% Notes due 2030 MA30 New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 1 On March 26, 2024, Mastercard Incorporated (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) under Item 8.01 announcing that the Company and its operating subsidiary, Mastercard International Incorporated, had entered into a Class Settlement Agreement (the "Agreement") with court-appointed counsel for an injunctive rules relief class of merchants to settle their claims related to business practices (including network rules), which was subject to final approval by the Eastern District Court of New York. The Original Report is hereby amended to provide the information set forth herein. Item 8.01 Other Events On June 25, 2024, the Eastern District Court of New York formally rejected the Agreement. Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Exhibit Description 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MASTERCARD INCORPORATED Date: June 28, 2024 By: /s/ Adam Zitter Adam Zitter Corporate Secretary 3