Miebach Michael 4
4 · Mastercard Inc · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
Mastercard (MA) CEO Michael Miebach Receives Stock Awards; Withholds Shares
What Happened
Michael Miebach, President & CEO and a director of Mastercard (MA), was granted multiple equity awards on March 1, 2026 and had shares withheld to cover tax liabilities the same day. The filing reports acquisitions of 89,566 award-related shares (11,552; 42,158; and 35,856 — the last is a derivative/option award) at $0.00 purchase price, and dispositions (net withholding) of 22,262 shares (4,651 and 17,611) to satisfy tax obligations. The two withholding transactions were reported with total cash-equivalent values of $2,384,847 and $9,030,216 (combined ≈ $11,415,063). These are awards and tax-withholdings, not open-market purchases or discretionary sales.
Key Details
- Transaction date: March 1, 2026. Form 4 filed March 3, 2026 (appears timely within the 2-business-day requirement).
- Grants (acquisitions at $0.00): 11,552; 42,158; and 35,856 shares (the 35,856 noted as a derivative — employee stock options).
- Withholdings/dispositions (to cover taxes): 4,651 shares ($2,384,847) and 17,611 shares ($9,030,216) — total 22,262 shares withheld, ≈ $11.42M in value.
- Shares owned after the transactions: not specified in the provided data (check the full Form 4 for beneficial ownership totals).
- Notable footnotes from the filing:
- Withholdings were to pay tax liabilities on vesting/settlement of awards (not open-market sales).
- Some RSUs vest in three equal annual installments beginning March 1, 2027.
- Certain performance stock units (PSUs) were earned/vested earlier but settle on future dates; some awards were earned on March 1, 2026 and will settle March 1, 2027.
- The 35,856 share-line relates to employee stock options that vest in three equal annual installments beginning March 1, 2027.
Context
- Withholding (code F on Form 4) is a routine tax event: shares are retained by the company to satisfy tax withholding and do not necessarily indicate a manager selling into the market.
- The filing includes both time-vested RSUs, performance-based PSUs (some earned and either settled or settling in the future), and option awards that vest in future years — many of these awards will deliver shares only after future vesting/settlement dates.
- These entries are compensation-related transactions rather than open-market buying or selling; they are common after vesting/settlement events.
Insider Transaction Report
- Tax Payment
Class A Common Stock
[F1]2026-03-01$512.76/sh−4,651$2,384,847→ 79,821.721 total - Award
Class A Common Stock
[F2]2026-03-01+11,552→ 91,373.721 total - Tax Payment
Class A Common Stock
[F3]2026-03-01$512.76/sh−17,611$9,030,216→ 73,762.721 total - Award
Class A Common Stock
[F4]2026-03-01+42,158→ 115,920.721 total - Award
Employee Stock Option (right to buy)
[F5]2026-03-01+35,856→ 35,856 totalExercise: $517.21Exp: 2036-03-01→ Class A Common Stock (35,856 underlying)
Footnotes (5)
- [F1]Represents withholding of shares to pay tax liability incident to the vesting of restricted stock units.
- [F2]Award of restricted stock units that will vest in three (3) equal annual installments beginning March 1, 2027.
- [F3]Represents withholding of shares to pay tax liability incident to the settlement of performance stock units that were fully earned and vested on March 1, 2025, and settled on March 1, 2026.
- [F4]Represents earned performance stock units granted on March 1, 2023 that contained performance-vesting requirements. The award was fully earned and vested on March 1, 2026, but will settle on March 1, 2027. The award is net withholding of shares to pay tax liability incident to the vesting of the award.
- [F5]The employee stock options vest in three (3) equal annual installments beginning March 1, 2027.