Filed pursuant to Rule 433
Registration No. 333-277032
Issuer Free Writing Prospectus dated September 3, 2024
Relating to Preliminary Prospectus Supplement dated September 3, 2024
Mastercard Incorporated
$750,000,000 4.100% Notes due 2028
$1,150,000,000 4.350% Notes due 2032
$1,100,000,000 4.550% Notes due 2035
Pricing Term Sheet
September 3, 2024
The information in this pricing term sheet supplements Mastercard Incorporated’s preliminary prospectus supplement, dated September 3, 2024 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement.
| Issuer: | Mastercard Incorporated | |||||
| Security Title: | 4.100% Notes due 2028 | 4.350% Notes due 2032 | 4.550% Notes due 2035 | |||
| Offering Format: | SEC Registered | SEC Registered | SEC Registered | |||
| Size: | $750,000,000 | $1,150,000,000 | $1,100,000,000 | |||
| Maturity Date: | January 15, 2028 | January 15, 2032 | January 15, 2035 | |||
| Coupon: | 4.100% | 4.350% | 4.550% | |||
| Interest Payment Dates: | Semi-annually on January 15 and July 15 of each year, commencing January 15, 2025 | Semi-annually on January 15 and July 15 of each year, commencing January 15, 2025 | Semi-annually on January 15 and July 15 of each year, commencing January 15, 2025 | |||
| Price to Public: | 99.945% of the principal amount | 99.880% of the principal amount | 99.776% of the principal amount | |||
| Benchmark Treasury: | UST 3.750% due August 15, 2027 | UST 3.750% due August, 31, 2031 | UST 3.875% due August, 15, 2034 | |||
| Benchmark Treasury Price and Yield: | 100-00; 3.749% | 100-00; 3.750% | 100-04+; 3.858% | |||
| Spread to Benchmark Treasury: | +37 basis points | +62 basis points | +72 basis points | |||
| Reoffer Yield: | 4.119% | 4.370% | 4.578% | |||
| Optional Redemption: | ||||||
| Make-Whole Call: |
+10 basis points prior to December 15, 2027 | +10 basis points prior to November 15, 2031 | +15 basis points prior to October 15, 2034 | |||
| Par Call: |
On or prior to, December 15, 2027 (1 month prior to the maturity date of the Notes) | On or prior to November 15, 2031 (2 months prior to the maturity date of the Notes) | On or prior to October 15, 2034 (3 months prior to the maturity date of the Notes) | |||
| CUSIP / ISIN: | 57636Q BA1/ US57636QBA13 |
57636Q BB9/ US57636QBB95 |
57636Q BC7/ US57636QBC78 | |||
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |||||
| Trade Date: | September 3, 2024 | |||||
| Expected Settlement Date: | September 5, 2024 (T+2*) | |||||
| Joint Book-Running Managers: | BofA Securities, Inc. Barclays Capital Inc. Credit Agricole Securities (USA) Inc. J.P. Morgan Securities LLC Mizuho Securities USA LLC Wells Fargo Securities, LLC | |||||
| U.S. Bancorp Investments, Inc. MUFG Securities Americas Inc. PNC Capital Markets LLC SG Americas Securities, LLC NatWest Markets Securities Inc. | ||||||
| Senior Co-Managers: | Loop Capital Markets LLC ICBC Standard Bank Plc Standard Chartered Bank Citizens JMP Securities, LLC | |||||
| Co-Managers: | CastleOak Securities, L.P. Cabrera Capital Markets LLC Mischler Financial Group, Inc. C.L. King & Associates, Inc. | |||||
The issuer has filed a registration statement including a prospectus with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request them by calling (i) BofA Securities, Inc. at 1-800-294-1322, (ii) Barclays Capital Inc. at 1-888-603-5847, (iii) Credit Agricole Securities (USA) Inc. at 1-866-807-6030, (iv) J.P. Morgan Securities LLC at 1-212-834-4533, (v) Mizuho Securities USA LLC at 1-866-271-7403 and (vi) Wells Fargo Securities, LLC at 1-800-645-3751.
* It is expected that delivery of the Notes will be made against payment therefor on or about September 5, 2024, which will be the second business day following the date hereof (this settlement cycle referred to as “T+2”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes more than one business day prior to September 5, 2024, will be required, by virtue of the fact that the Notes initially will settle in T+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to make such trades should consult their own advisor.
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