8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________

FORM 8-K _______________________________________

CURRENT REPORT Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 7, 2026, Mastercard Incorporated (“Mastercard” or the “Company”) announced that Sandra Arkell, the Company’s Corporate Controller and principal accounting officer, will assume the role of Mastercard’s Chief Audit Executive effective August 3, 2026, at which time she will step down from her current role. The Company also announced that effective as of August 3, 2026, Chris Mullett will be appointed to succeed Ms. Arkell as Corporate Controller and principal accounting officer of the Company.

Mr. Mullett, age 52, joined the Company in November 2017. He has served as Chief Financial Officer, Europe since May 2023, and previously served as Chief Financial Officer, Technology and Regional Controller, Asia Pacific.

Mr. Mullett will receive a base salary comparable to other employees of the Company at levels consistent with his position and scope of responsibility, and is eligible to participate in the Company’s employee compensation or benefit plans and programs as may be generally made available to other Company employees at levels consistent with his position and scope of responsibility (including the Mastercard International Annual Incentive Compensation Plan and Mastercard International Change-in-Control Severance Plan).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

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.

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