10-K 0001141391-26-000013 (2026-02-11) vs 10-K 0001141391-25-000011 (2025-02-12)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 12,047 |
6.8% |
| MD&A | Item 7 | 6,506 |
15.3% |
| Legal Proceedings | Item 3, via Note 19 – Legal and Regulatory Proceedings | 3,421 |
not compared |
| Accounting Policies | Item 8, Note 1 – Summary of Significant Accounting Policies | 6,199 |
6.4% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 140 words changed in this paragraph; it is 51% similar to last year's version.
The effective income tax rates for the years ended December 31, 2025 and 2024 were 19.4% and 2023 were 15.6% and 17.9%, 15.6%, respectively. The adjusted effective income tax rates for the years ended December 31, 2025 and 2024 were 19.6% and 2023 were 16.2% and 18.5%, 16.2%, respectively. Both the as-reported and as-adjusted effective income tax rates were lower in higher versus 2024, primarily due to a discrete tax expense in 2023 related to changes change in the valuation allowance associated with net tax effect of our Singapore operations, which includes the U.S. foreign tax credits deferred tax asset. In 2023, the treatment of foreign taxes paid under the U.S. tax regulations published Pillar 2 Rules that took effect in 2022 changed due to the foreign tax legislation enacted in Brazil and Notice 2023-55 (the “Notice”) released by the U.S. Department of Treasury. Therefore, we recognized a total $327 million discrete tax expense in 2023 to establish the valuation allowance. This discrete tax expense was partially offset by our ability to claim more U.S. foreign tax credits generated in 2022 and 2023 due to the Notice. 2025. Additionally, a change in our geographic mix of earnings in 2024 contributed to the lower higher effective income tax rates compared to the prior year. rates, partially offset by net discrete tax benefits.
Source: Item 7, 10-K 0001141391-26-000013 vs Item 7, 10-K 0001141391-25-000011
Risk Factors 128 words changed in this paragraph; it is 66% similar to last year's version.
As of December 31, 2024, Mastercard Foundation owned owns shares of our Class A common stock representing approximately 9.4% greater than 5% of our general voting power. Historically, Mastercard Foundation had been restricted from selling or otherwise transferring its shares of Class A common stock prior to May 1, 2027, except to the extent necessary to satisfy its charitable disbursement requirements, for which purpose earlier sales were permitted and had occurred. In July 2023, pursuant to an application in consultation with Mastercard, Mastercard Foundation received court approval to advance that date to January 1, 2024. As a result, Mastercard Foundation is now permitted to sell all or part of its remaining shares, subject to certain conditions. In March 2024, Mastercard Foundation began selling shares pursuant to an orderly and structured plan to diversify its Mastercard shares over a seven-year period, while committing to remain a long-term Mastercard stockholder and retaining a significant holding of Mastercard shares in its portfolio. The directors of Mastercard Foundation are required to be independent of us and our customers. The ownership of Class A common stock by Mastercard Foundation, together with the seven-year diversification plan, could discourage or make more difficult acquisition proposals favored by other holders of the Class A common stock. In addition, because Mastercard Foundation intends to sell its shares over an extended period of time, it may not have the same interest in short or medium-term movements in our stock price as, or incentive to approve a corporate action that may be favorable to, our other stockholders.
Source: Item 1A, 10-K 0001141391-26-000013 vs Item 1A, 10-K 0001141391-25-000011
Accounting Policies 97 words changed in this paragraph; it is 38% similar to last year's version.
Targeted Improvements to Income Tax Disclosures the Accounting for Internal-Use Software - In December 2023, September 2025, the Financial Accounting Standards Board (“FASB”) FASB issued accounting guidance to enhance modernize the transparency accounting for internal-use software costs by eliminating the consideration of project development stages and decision usefulness of income tax disclosures. The guidance includes improvements to income tax disclosures primarily related to clarifying the rate reconciliation and income taxes paid. criteria for capitalization. This guidance is effective for annual periods fiscal years beginning after December 15, 2024, with early adoption permitted. 2027, including interim periods. The Company is in the process of evaluating when it will adopt and assessing the impact of this guidance in on its Form 10-K for the year ended December 31, 2025. financial statements.
Source: Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001141391-26-000013 vs Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001141391-25-000011
Every change, by type
Sentences and paragraphs of MA's Risk Factors and MD&A, 10-K 2026-02-11 against 10-K 2025-02-12.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
•Uncertain global trade policies and related government actions (including those related to tariffs), which could have an adverse impact on our business (including with respect to consumer and business spending) and relationships with stakeholders
Read it in 10-K 2026-02-11 at sec.gov ↗
RemovedRisk Factors
significantly due to a significant portion of our workforce working in a hybrid environment. These threats also may be further enhanced in frequency or effectiveness through threat actors’ use of AI.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedRisk Factors
bargaining power and lead to lower prices and/or more favorable terms for our customers. These developments could materially and adversely affect our results of operations.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedRisk Factors
sides of this issue may continue to view us negatively and take public action against us to the extent that we do not satisfy their conflicting views or expectations.
Read it in 10-K 2025-02-12 at sec.gov ↗
RewordedRisk Factors
Any future limitations resulting from the outcomes of any litigation and litigation settlements (such as the Rules Relief Class settlement as described in Note 19 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8) or regulatory proceeding, including any changes to our rules or business practices, could impact our relationships with our customers, including reducing the volume of business that we do with them, which may materially and adversely affect our overall business and results of operations.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
As our workforce composition continues to change, our employees may have different expectations with respect to flexibility and well-being support, and may have different career motivations (such as pursuing project-based work or other gig opportunities, as opposed to linear career paths). support.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
This could impact the products and services we offer and other aspects of our business, such as fraud monitoring, the need for improved data management, governance and quality practices, the development of information-based products and solutions, and technology operations.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
Our implementation of robust AI governance and risk management frameworks aimed at complying frameworks, designed to ensure our responsible use of AI and help us to comply with emerging laws and regulations regulations, may not be sufficient protection against these emerging risks.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
For example, our acquisition as a provider of Recorded Future, a global threat intelligence company, increases our services through Recorded Future, we are subject to increased exposure to certain laws and regulations, including global cybercrime and other laws and regulations in various jurisdictions.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
These matters include initiatives to reduce greenhouse gas emissions, help everyone participate equitably in the digital economy and create a workplace that provides equal opportunities for all of our employees. where everyone has the opportunity to succeed.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
As we increase our work with national, state and local governments, both governments (both indirectly through financial institutions institutions, system integrators and other third party partners and with them directly as our customers, customers), we may face various risks inherent in associating or contracting directly with governments.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
The market for specialized skill-sets remains highly competitive, particularly in technology and other areas that are important to the growth of our business. emerging technologies.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
Consolidation could also produce a smaller number of large customers, which could increase their bargaining power and lead to lower prices and/or more favorable terms for our customers.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
In addition, companies have generally experienced in recent years an increase in fraudulent activity and cyber-attacks. cyber-attacks, which has been further exacerbated by the increased use of AI.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
We are subject to increasingly complex, fragmented and fragmented, overlapping and/or divergent laws and regulations related to privacy and data protection, data use and governance, AI and information security (including with respect to cybersecurity and cyber-risk) in the jurisdictions in which we do business.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
As a result, new New or updated privacy and data protection and information security laws and regulations have led, and may continue to lead, to similar, stricter or at times conflicting requirements, creating an uncertain regulatory environment.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
•We completed a debt offering in February 2025 for an aggregate principal amount of $1.25 billion.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
1 Other income (expense), net increased in 2025 versus the prior year, primarily driven by approximately $135 million recognized related to government grants.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
In July 2025, the U.S. enacted the One Big Beautiful Bill Act (OBBBA). While we continue to analyze the impacts of the OBBBA, at this time it is not expected to have a material impact on our financial statements.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
The following table summarizes the dividends declared by our Board of Directors on our outstanding Class A common stock and Class B common stock, payable in 2026:
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
Date of Declaration Amount Payable per Share Record Date Date Payable Aggregate Amount (in millions) December 9, 2025 $0.87 January 9, 2026 February 9, 2026 $777 February 10, 2026 $0.87 April 9, 2026 May 8, 2026 $776 1
Read it in 10-K 2026-02-11 at sec.gov ↗
RemovedMD&A
2For the years ended December 31, 2024 and 2023, the amounts presented are GAAP reported amounts, not adjusted.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedMD&A
•We completed the acquisitions of businesses for total consideration of $2.8 billion.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedMD&A
•During 2022, we recorded a net pre-tax charge of $30 million ($24 million after tax, or $0.02 per diluted share), directly related to imposed sanctions and the suspension of our business operations in Russia. The net charge was comprised of general and administrative expenses of $67 million, primarily related to incremental employee-related costs and reserves on uncollectible balances with certain sanctioned customers. This charge was offset by net benefits of $37 million in net revenue, primarily related to a reduction in payment network rebates and incentives liabilities as a result of lower estimates of customer performance for certain customer business agreements due to the suspension of our business operations in Russia.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedMD&A
The Organization for Economic Co-operation and Development (“OECD”) Pillar 2 guidelines published to date include transition and safe harbor rules around the implementation of the 15% global minimum tax (the “Pillar 2 Rules”). In 2024, we did not experience a material impact as a result of Pillar 2 Rules. However, in 2025, we expect the Pillar 2 Rules will primarily offset the reduction to our effective income tax rate resulting from our incentive grant received from the Singapore Ministry of Finance. For the year ended December 31, 2024, this incentive grant reduced our effective income tax rate by approximately 4%. We are continuously monitoring developments and evaluating the impacts these new rules may have on our future effective income tax rate, tax payments, financial condition and results of operations.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedMD&A
•In September 2024, we issued $750 million principal amount of notes due January 2028, $1,150 million principal amount of notes due January 2032 and $1,100 million principal amount of notes due January 2035
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedMD&A
On December 17, 2024, our Board of Directors declared a quarterly cash dividend of $0.76 per share paid on February 7, 2025 to holders of record as of January 9, 2025 of our Class A common stock and Class B common stock. The aggregate amount of this dividend was $694 million.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedMD&A
On February 10, 2025, our Board of Directors declared a quarterly cash dividend of $0.76 per share payable on May 9, 2025 to holders of record as of April 9, 2025 of our Class A common stock and Class B common stock. The aggregate amount of this dividend is estimated to be $693 million.
Read it in 10-K 2025-02-12 at sec.gov ↗
RewordedMD&A
Year Ended December 31, 2024 2025 as compared to the Year Ended December 31, 2023 2024 Increase/(Decrease) Net revenue Operating expenses Operating margin Effective income tax rate Net income Diluted earnings per share Reported - GAAP 12% 13% (0.5) 10% 2.3 ppt (2.3) 3.8 ppt 15% 17% 16% 19% (Gains) losses on equity investments ** ** ** (0.1) ppt —% —% Litigation provisions ** (1)% 0.3 2% (0.9) ppt — (0.2) ppt 1% 1% (2)% (2)% Restructuring charge ** (2)% 0.7 2% (0.7) ppt 0.1 (0.1) ppt 1% 1% (1)% (1)% Adjusted - Non-GAAP 12% 11% 0.4 14% 0.8 ppt (2.3) 3.4 ppt 14% 17% 19% Currency Impact 1% —% 0.3 (1)% (0.1) ppt 0.1 (0.1) ppt 1% 1% (1)% (1)% Adjusted - Non-GAAP - currency-neutral 13% 11% 14% 0.7 ppt (2.2) 3.4 ppt 18% 21% 13% 15%
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Year ended December 31, 2023 Net revenue 2024 Operating Operating Other Effective Net Diluted income (expense) expenses margin income income earnings tax rate per share ($ in millions, except per share data) Reported - GAAP $ 25,098 12,585 55.3% $ 11,090 55.8% (328) 15.6% $ (369) 17.9% 12,874 $ 11,195 $ 11.83 13.89 (Gains) losses on equity investments ** ** ** 61 0.1% 36 0.04 29 —% 25 0.03 Litigation provisions ** (539) 2.1% (680) 2.4% ** 0.5% 376 0.40 495 0.53 Restructuring charge (190) 0.7% ** 0.1% 147 0.16 Adjusted - Non-GAAP $ 25,098 11,714 58.4% $ 10,551 58.0% (300) 16.2% $ (308) 18.5% 13,541 $ 11,607 $ 12.26 14.60
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Year ended December 31, 2023 Net revenue 2025 Operating Operating Other Effective Net Diluted income (expense) expenses margin income income income earnings (expense) tax rate per share ($ in millions, except per share data) Reported - GAAP $ 25,098 13,894 57.6% $ 11,090 55.8% (319) 19.4% $ (369) 17.9% 14,968 $ 11,195 $ 11.83 16.52 (Gains) losses on equity investments ** ** ** 61 0.1% 36 0.04 88 (0.1)% 90 0.10 Litigation provisions (504) 1.5% ** (539) 2.1% ** 0.5% 376 0.40 0.3% 357 0.39 Adjusted - Non-GAAP $ 25,098 13,389 59.2% $ 10,551 58.0% (232) 19.6% $ (308) 18.5% 15,415 $ 11,607 $ 12.26 17.01
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Years ended December 31, 2025 2024 Increase/(Decrease) Increase/(Decrease) 2025 2024 2023 Increase/(Decrease) Increase/(Decrease) 2024 2023 2022 As reported Currency-neutral As reported Currency-neutral ($ in millions) Domestic assessments $ 11,029 $ 10,245 $ 9,566 $ 8,794 8% 8% 7% 9% 9% 9% Cross-border assessments 12,021 10,181 8,409 6,597 18% 17% 21% 22% 27% 28% Transaction processing assessments 15,930 13,602 12,067 10,646 17% 16% 13% 14% 13% 13% Other network assessments 1,018 936 963 766 9% 8% (3)% (3)% 26% 26%
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RewordedMD&A
Net cash used in investing activities increased $2.1 decreased $2.0 billion in 2024 2025 versus the prior year, primarily due to less cash paid for business acquisitions in the current year, and lower purchases of investment securities, partially offset by a net decrease in purchases lower proceeds from maturities and sales of investments in time deposits. investment securities.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
(in millions, except per share data) Remaining authorization at December 31, 2023 $14,142 2024 $15,188 Dollar-value of shares repurchased in 2024 $10,954 2025 $11,727 Remaining authorization at December 31, 2024 $15,188 2025 $17,461 Shares repurchased in 2024 23.0 2025 21.1 Average price paid per share in 2024 $475.35 2025 $555.78 Dollar-value of shares repurchased in 2025 (through January 1, 2026 through February 7, 2025) $959 6, 2026 $1,147
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Net cash used in financing activities increased $1.3 $3.3 billion in 2024 2025 versus the prior year, primarily due to lower proceeds from debt and higher cash paid for repurchases of our Class A common stock, stock and dividends, and repayments of debt, partially offset by an increase higher repayments of debt in cash proceeds received from debt issuances. the prior year.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Additionally, a change in our geographic mix of earnings in 2024 contributed to the lower higher effective income tax rate compared to the prior year. 15.6% 16.2% down 2.3 rates, partially offset by net discrete tax benefits. 19.4% 19.6% up 3.8 ppt down 2.3 up 3.4 ppt
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Net cash provided by operating activities increased $2.8 $2.9 billion in 2024 2025 versus the prior year, primarily due to higher net income after adjusting for non-cash items, an increase in billing collections, and less cash paid for litigation settlement, partially offset by a decrease in restricted security deposits received from customers. items.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
The remaining increase was driven primarily by (1) growth in our underlying key drivers, (2) our consumer acquisition and engagement and business and market insight services, (3) our security and digital and authentication solutions solutions, and consumer acquisition and engagement services, (3) pricing and (4) pricing. our business and market insights.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Additionally, a change in our geographic mix of earnings in 2024 contributed to the lower higher effective income tax rate compared to the prior year. 15.6% 16.2% down 2.3 ppt down 2.3 ppt rates, partially offset by net discrete tax benefits.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
General and administrative expenses increased 14%, 11%, on both an as-reported and currency-neutral basis, in 2024 2025 versus the prior year. year, which included a 4 percentage point increase from Acquisitions and a 2 percentage point decrease from Special Items.
Read it in 10-K 2026-02-11 at sec.gov ↗
