Form 144 Filer Information UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 144

NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

Form 144

144: Issuer Information

Name of Issuer
MasterCard Incorporated
SEC File Number
001-32877
Address of Issuer
2000 Purchase Street
Purchase
NEW YORK
10577
Phone
914-249-2000
Name of Person for Whose Account the Securities are To Be Sold
Mastercard Foundation
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer
  1. 10% Stockholder

144: Securities Information


Record Title of the Class of Securities To Be Sold Name and Address of the Broker Number of Shares or Other Units To Be Sold Aggregate Market Value Number of Shares or Other Units Outstanding Approximate Date of Sale Name the Securities Exchange
#1 Class A common stock, par value $0.0001
BMO Nesbitt Burns
1 First Canadian Place 39th Floor
P.O. Box 150
Toronto A6
CANADA (FEDERAL LEVEL)
M5X 1H3
125,816 $48,396,382.56 940,287,125 05/10/2023
NYSE

144: Securities To Be Sold

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Record Title of the Class Date you Acquired Nature of Acquisition Transaction Name of Person from Whom Acquired Is this a Gift? Date Donor Acquired Amount of Securities Acquired Date of Payment Nature of Payment *
#1 Class A common stock, par value $0.0001 05/31/2006 Gift from issuer Mastercard Incorporated 05/31/2006 13,496,933 05/31/2006 Gift from issuer


* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

144: Securities Sold During The Past 3 Months

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

Record Name and Address of Seller Title of Securities Sold Date of Sale Amount of Securities Sold Gross Proceeds
#1 Mastercard Foundation
250 Yonge Street
Suite 2400
Toronto A6
CANADA (FEDERAL LEVEL)
M5B 2L7
Class A common stock, par value $0.0001 05/09/2023 769,274 $287,808,217.82

144: Remarks and Signature

Remarks
The 13,496,933 shares of Class A common stock acquired on May 31, 2006, which is reported above, does not reflect the 10-for-1 stock split, which was effective as January 22, 2014, for the remaining shares held by Mastercard Foundation. Aggregate market value is as of May 5, 2023.
Date of Notice
05/10/2023

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature
/s/ Litsa Popowich

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

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