Mastercard Inc

Mastercard is a technology company in the global payments industry that connects consumers, financial institutions, merchants, governments, digital partners, businesses and other organizations worldwide by enabling electronic payments and making those payment transactions secure, simple, smart and accessible. The company operates a payments network that provides choice and flexibility for consumers, merchants and its customers, switching (authorizing, clearing and settling) payment transactions through its unique and proprietary global payments network. Mastercard has additional payments capabilities that include automated clearing house (ACH) transactions, both batch and real-time account-based payments. The company is not a financial institution and does not issue cards, extend credit, determine or receive revenue from interest rates or other fees charged to account holders by issuers, nor does it establish the rates charged by acquirers in connection with merchants' acceptance of its products.

Mastercard faces a number of competitors both within and outside of the global payments industry, competing in all categories of payments including paper-based payments and all forms of electronic payments. The company competes worldwide with general purpose payments networks such as Visa, American Express, JCB, China UnionPay and Discover, among others. Mastercard also competes with debit and local networks, real-time account-based payments systems, digital wallets and other fintechs, digital public infrastructure and other government-backed solutions, digital currencies, and services and solutions providers. The company's competitive advantages include its global network, franchise model, multi-rail capabilities, globally recognized and trusted brands, data and AI assets, talent and culture, leading-edge technology, and local presence and government engagement.

Mastercard generates revenue from a wide range of payments solutions provided to its customers, classifying net revenues into two categories: payment network and value-added services and solutions. Within the payment network, revenue is primarily generated from charging fees to customers based on gross dollar volume (GDV) on cards carrying the company's brands and for providing switching and other network-related services. Within value-added services and solutions, revenue is generated from security solutions, consumer acquisition and engagement services, business and market insights, digital and authentication solutions, processing and gateway, and other solutions including ACH batch and real-time account-based payments and solutions, bill payments, cross-border services and open finance.

Mastercard's payment network supports a four-party payments network including account holders, issuers, merchants and acquirers, enabling transactions in more than 150 currencies and in more than 220 countries and territories. The company offers consumer payment products including consumer credit, consumer debit and prepaid, and consumer bill payments, as well as commercial and new payment flow products including commercial credit, debit and prepaid payment products and solutions for large corporations, midsize companies, small businesses and government entities. Mastercard also offers disbursements and remittances through its Mastercard Move platform, with a payout reach of more than 17 billion endpoints globally across multiple channels, in more than 60 originating countries and 155 receiving countries. The company's services and solutions include security solutions, consumer acquisition and engagement services, business and market insights, digital and authentication, processing and gateway, and other solutions.

In 2025, Mastercard launched several new products and solutions including the Mastercard Collection, a comprehensive set of premium benefits; World Legend Mastercard, its most prestigious consumer card available to issuers globally; Mastercard One Credential, which provides consumers greater control and choice of their preferred funding option; Mastercard Agent Pay, a new framework designed to enable secure, scalable and trusted payments in agentic commerce; Mastercard Threat Intelligence, which combines Mastercard's payment expertise and global network visibility with Recorded Future's cyber threat intelligence capabilities; Mastercard Commerce Media, a new digital media network; Mastercard Account-to-Account Protect, a new solution designed to combine fraud prevention technology with a new dispute resolution framework; and Merchant Cloud, a unified platform offering a single point of entry to payment services. The company also announced it would become the official naming partner of the McLaren Formula 1 Team starting with the 2026 season.

For the fiscal year ended December 31, 2025, Mastercard reported GAAP net revenue of $32.791 billion ¹, net income of $14.968 billion ², and diluted earnings per share of $16.52 ³, representing increases of 16% ⁴, 16% ⁵, and 19% ⁶ respectively over the prior year. On a non-GAAP currency-neutral basis, adjusted net revenue grew 15% ⁷, adjusted net income grew 13% ⁸, and adjusted diluted EPS grew 15% ⁹. The company generated net cash flows from operations of $17.6 billion ¹⁰, repurchased 21.1 million shares of common stock for $11.7 billion ¹¹, and paid dividends of $2.8 billion ¹². Gross dollar volume on a local currency basis grew 9% ¹³ to $10.6 trillion ¹⁴, cross-border volume growth on a local currency basis was 15% ¹⁵, and switched transactions grew 10% ¹⁶ to 175.5 billion ¹⁷.

The filing contains forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, but Mastercard's strategy centers on growing its core, diversifying its customers and geographies, and building new areas for the future through a combination of organic and inorganic strategic initiatives, with a focus on three priorities: consumer payments, commercial and new payment flows, and services and other solutions. In consumer payments, the company focuses on capturing the significant secular opportunity of cash displacement by increasing acceptance through advancing technology and partnering with players across the payments ecosystem, as well as opening up closed-loop and domestic networks. In commercial and new payment flows, the company focuses on capturing opportunities in commercial payments and disbursements and remittances through Mastercard Move, which provides solutions for money transfers to consumers from other consumers, businesses or governments. In services and other solutions, the company offers security solutions, consumer acquisition and engagement, business and market insights, digital and authentication, processing and gateway and other solutions, which are interdependent with its payment network.

Mastercard's services and other solutions, which are interdependent with its payment network, drive value for customers and the broader payments ecosystem. The company differentiates its payments capabilities by combining its wide range of services and solutions in various ways to meet the needs and priorities of its partners, which helps drive market wins and payments growth. Mastercard enhances and expands its suite of services to better serve existing customers, including across new buying centers and new capability areas, as well as to reach new customers. The company scales distribution by using its technology platforms to enable it to switch more transactions and deliver more services per transaction, selling directly to customers through a dedicated sales force and global account teams, and embedding services with partners such as tech platforms, system integrators, processors and other networks to deliver those services at scale.

Adjusted operating expenses increased 14% ¹⁸ on both an as-adjusted and currency-neutral basis versus the prior year. The increase in adjusted operating expenses was primarily due to higher general and administrative expenses. General and administrative expenses increased 11% ¹⁹ on both an as-reported and currency-neutral basis in 2025 versus the prior year, which included a 4 percentage point increase from Acquisitions and a 2 percentage point decrease from Special Items. The remaining increase was primarily due to higher personnel costs to support the continued investment in strategic initiatives across payments and value-added services and solutions, as well as fulfillment costs to provide marketing and consulting services, partially offset by a 2 percentage point decrease related to various new multi-year government grants received in 2025.

Mastercard's technology provides resiliency, scalability and flexibility in how it serves customers, unlocking broader reach to scale digital payment services to multiple channels. The company utilizes its technology standards, services and governance model to connect financial institutions, fintechs and others, enabling interoperability and allowing consumers, businesses, governments and merchants to engage through digital channels. As of December 31, 2025, Mastercard employed approximately 39,800 persons globally ²⁰, of which approximately 70% were employed outside of the U.S. in more than 90 countries ²¹. The company also had approximately 6,000 contingent workers ²² to supplement its employee base, and its voluntary workforce turnover was approximately 6% ²³ as of December 31, 2025.

In 2025, Mastercard repurchased 21.1 million shares of its common stock for $11.7 billion ²⁴ and paid dividends of $2.8 billion ²⁵. In December 2025, the Board of Directors approved a program authorizing the company to repurchase shares of its Class A common stock up to $14.0 billion ²⁶, which will become effective after the completion of the program approved in 2024 for $12.0 billion ²⁷. The company completed a debt offering in February 2025 for an aggregate principal amount of $1.25 billion ²⁸. Capitalized software was $726 million ²⁹ and purchases of property and equipment were $489 million ³⁰ in 2025. The company declared quarterly dividends of $0.87 per share ³¹ payable in 2026.

Mastercard faces structural headwinds from global regulatory and legislative activity related to the payments industry, which may have a material adverse impact on its overall business and results of operations. Central banks and similar regulatory bodies have increasingly established or further expanded their authority over certain aspects of payments systems, including obligations or restrictions with respect to the types of products and services offered, the way the company structures and operates its business, and the types of consumers and merchants who can obtain or accept its products. The company also faces headwinds from preferential or protective government actions related to domestic payment services, which could adversely affect its ability to maintain or increase revenues, as governments in some countries have acted to provide resources, preferential treatment or other protection to selected national or domestic payment and switching providers.

Mastercard faces substantial and intense competition worldwide in the global payments industry, which may materially and adversely affect its overall business and results of operations. The company competes against general purpose payments networks, debit and local networks, ACH and real-time account-based payments systems, digital wallets and other fintechs, digital public infrastructure and other government-backed solutions, and digital currencies. The company also faces disintermediation risks from stakeholders both within and outside of the payments value chain, as parties that process its transactions may try to eliminate its position as an intermediary in the payment process, and payments industry participants may develop their own products and services to support its switched transaction and payments offerings. Additionally, the company faces continued intense pricing pressure as it seeks to enter into business agreements with customers through which it offers incentives, pricing discounts and other support to promote its products.

Mastercard faces material risks from global regulatory and legislative activity related to the payments industry, including regulation of interchange rates, which could have a material adverse impact on its business. The company is subject to litigation, including antitrust and competition law claims, with pre-tax litigation provisions of $504 million ³² recorded in 2025. The company faces substantial competition from general purpose payments networks such as Visa, American Express, JCB, China UnionPay and Discover, as well as from fintechs, digital wallets, real-time account-based payments systems, and government-backed digital payment structures. Information security incidents or account data compromise events could disrupt the business, damage reputation, and increase costs, as the company routinely is subject to cyber-threats and its technologies, systems and networks have been subject to attempted cyber-attacks. The loss of a significant portion of business from one or more of the company's largest customers could lead to significant revenue decreases, as a significant portion of revenue is concentrated among the five largest customers, which represented approximately $6.9 billion ³³ or 21% ³⁴ of total net revenue in 2025.

Management's message emphasizes Mastercard's strategy of growing its core, diversifying into new customers and geographies, and building new areas for the future through a combination of organic and inorganic strategic initiatives, with a focus on three priorities: consumer payments, commercial and new payment flows, and services and other solutions. The filing highlights that these priorities strengthen, complement and reinforce each other and are fundamentally interdependent. Key financial highlights for 2025 include GAAP net revenue of $32.8 billion ³⁵, net income of $15.0 billion ³⁶, and diluted EPS of $16.52 ³⁷, with growth rates of 16% ³⁸, 16% ³⁹, and 19% ⁴⁰ respectively over the prior year. Management also emphasizes non-GAAP currency-neutral growth of 15% ⁴¹ in adjusted net revenue, 13% ⁴² in adjusted net income, and 15% ⁴³ in adjusted diluted EPS. The company generated $17.6 billion ⁴⁴ in cash flows from operations and returned $17.6 billion ⁴⁵ in capital to stockholders through $11.7 billion ⁴⁶ in share repurchases and $2.8 billion ⁴⁷ in dividends paid.