UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On February 27, 2025, Mastercard Incorporated (the “Company”) completed an offering of $300,000,000 aggregate principal amount of its Floating Rate Notes due 2028 (the “Floating Rate Notes”), $450,000,000 aggregate principal amount of its 4.550% Notes due 2028 (the “2028 Notes”) and $500,000,000 aggregate principal amount of its 4.950% Notes due 2032 (the “2032 Notes” and, together with the Floating Rate Notes and the 2028 Notes, the “Notes”). The offering of the Notes was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-277032), which Registration Statement relates to the offer and sale on a delayed basis from time to time of an indeterminate amount of the Company’s debt securities. Further information concerning the Notes and related matters is set forth in the Company’s Prospectus Supplement dated February 18, 2025, which was filed with the Securities and Exchange Commission on February 20, 2025.
In connection with the issuance of the Notes, the Company entered into an Underwriting Agreement dated as of February 18, 2025 (the “Underwriting Agreement”) with Deutsche Bank Securities Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., NatWest Markets Securities Inc., PNC Capital Markets LLC and SG Americas Securities, LLC, as representatives (the “Representatives”) of the several underwriters listed in Schedule II to the Underwriting Agreement. The foregoing description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.
The Notes were issued pursuant to an Indenture with Deutsche Bank Trust Company Americas, as trustee, dated as of March 31, 2014 (the “Indenture”), together with the officer’s certificate dated as of February 27, 2025 establishing the terms of the Notes (the “Officer’s Certificate”). The Officer’s Certificate is attached hereto as Exhibit 4.1 and is incorporated by reference herein. The forms of the Floating Rate Notes, the 2028 Notes and the 2032 Notes are attached hereto as Exhibits 4.2, 4.3 and 4.4 and are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated as of February 18, 2025, among the Company and the Representatives | |
| 4.1 | Officer’s Certificate of the Company, dated as of February 27, 2025 | |
| 4.2 | Form of Global Note representing the Company’s Floating Rate Notes due 2028 (included in Exhibit 4.1) | |
| 4.3 | Form of Global Note representing the Company’s 4.550% Notes due 2028 (included in Exhibit 4.1) | |
| 4.4 | Form of Global Note representing the Company’s 4.950% Notes due 2032 (included in Exhibit 4.1) | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP | |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) | |
| 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. | |
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 | ||
| By: | /s/ Adam Zitter | |
| Name: | Adam Zitter | |
| Title: | Corporate Secretary | |
Date: February 27, 2025